SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 26, 2025

David Schulz
Executive Vice President and Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive Suite 700
Pittsburgh PA 15219

 Re: WESCO International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-14989
Dear David Schulz:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document September 16, 2025 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, DC 20549 Attention: Patrick Kuhn; Doug Jones Re: WESCO International, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-14989 Filed February 14, 2025 Dear Patrick Kuhn and Doug Jones: We have set forth below the response of WESCO International, Inc. (“Wesco” or the “Company”) to address the comment of the Staff of the Division of Corporation Finance contained in your letter dated September 4, 2025 regarding your review of Wesco’s filing noted above. For your convenience, we have restated in bold type the Staff’s comment followed by our response. Form 10-K for the Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Operating Activities, page 38 Comment No. 1: Reported net cash provided by operating activities increased $608 million, or 123%, in fiscal 2024 compared to fiscal 2023. Your disclosure appears to discuss how the reported net cash provided by operating activities was determined for each period as already presented in the statement of cash flows. Your disclosure should be a comparative analysis of the reason for the change between periods in the reported amount of net operating cash for operating activities. Refer to Item 303(b) of Regulation S-K and all applicable instructions to paragraph (b) regarding analysis of material changes in line items from period to period. Also refer to the introductory paragraph of section IV.B and all of B.1 of Release No. 33-8350 for guidance regarding the content of the analysis. Please revise your annual and interim period disclosures as appropriate. In regard to the above noted increase in fiscal 2024, it appears the change of $649 million in the amounts reported for accounts payable in the statement of cash flows is a material contributing underlying factor to be explained. It appears there was a use of cash in fiscal 2023 to pay down accounts payable and a positive impact to cash in fiscal 2024 from an increase in the balance of accounts payable that does not appear to generate cash. Response: The Company respectfully acknowledges the Staff’s comment and advises that we will enhance our disclosure of net cash provided by operating activities to discuss factors driving material changes between periods in all future filings in which we include a Management’s Discussion and Analysis, beginning with the Form 10-Q for the quarterly period ended September 30, 2025. For illustrative purposes, below is the Company’s proposed disclosure using the above-referenced 2024 Form 10-K as a model. The Company will endeavor to provide similar levels of disclosure in future filings. Operating Activities Net cash provided by operating activities for 2024 totaled $1,101.2 million, compared to $493.2 million in 2023. The $608.0 million increase is primarily driven by a $649.2 million impact from changes in accounts payable. The impact from accounts payable increased in 2024 primarily due to the timing of inventory purchases and payments to suppliers combined with an increase in inventory purchases in the fourth quarter as compared to the prior year. Accrued payroll and benefit costs additionally contributed to the increase, with a $155.0 million impact primarily driven by an increase in accrued salaries and wages combined with lower payments of management incentive compensation as compared to the prior year. Cash impacts due to changes in other current and noncurrent liabilities increased $116.8 million primarily due to an increase in federal income taxes payable and a reduction in interest paid due to changes in the timing of payments as compared to the prior year resulting from refinancing activities in 2024. These increases were offset by a $102.9 million negative impact from changes in trade accounts receivable. The impact from trade accounts receivable decreased in 2024 primarily due to the timing of receipts from customers and an increase in net sales in the fourth quarter as compared to the prior year. The remaining decrease in operating cash flows was primarily driven by a reduction in net income as adjusted for certain non-cash items. Should you have any further questions, please do not hesitate to contact me at (412) 454-2392 or dschulz@wescodist.com, or Matt Kulasa at mkulasa@wescodist.com. Sincerely, /s/ David S. Schulz David S. Schulz EVP and Chief Financial Officer cc: Matthew S. Kulasa, SVP, Corporate Controller and Chief Accounting Officer Diane E. Lazzaris, EVP and General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

David Schulz
Executive Vice President and Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive Suite 700
Pittsburgh PA 15219

 Re: WESCO International, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-14989
Dear David Schulz:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Operating Activities, page 38

1. Reported net cash provided by operating activities increased $608
million, or 123%,
 in fiscal 2024 compared to fiscal 2023. Your disclosure appears to
discuss how the
 reported net cash provided by operating activities was determined for
each period as
 already presented in the statement of cash flows. Your disclosure should
be a
 comparative analysis of the reason for the change between periods in the
reported
 amount of net operating cash for operating activities. Refer to Item
303(b) of
 Regulation S-K and all applicable instructions to paragraph (b)
regarding analysis of
 material changes in line items from period to period. Also refer to the
introductory
 paragraph of section IV.B and all of B.1 of Release No. 33-8350 for
guidance
 regarding the content of the analysis. Please revise your annual and
interim period
 disclosures as appropriate. In regard to the above noted increase in
fiscal 2024, it
 appears the change of $649 million in the amounts reported for accounts
payable in
 the statement of cash flows is a material contributing underlying factor
to be
 September 4, 2025
Page 2

 explained. It appears there was a use of cash in fiscal 2023 to pay down
accounts
 payable and a positive impact to cash in fiscal 2024 from an increase in
the balance of
 accounts payable that does not appear to generate cash.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Patrick Kuhn at 202-551-3308 or Doug Jones at
202-551-3309 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 21, 2023
David S. Schulz
Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Re:WESCO International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 21, 2023
File No. 001-14989
Dear David S. Schulz:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 August 8, 2023

Correspondence Filing Via EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, NE

Washington, DC 20549

 Attention: Amy Geddes; Lyn Shenk

Re:
 WESCO International, Inc.

Form 10-K for Fiscal Year Ended December 31, 2022

File No. 001-14989

Filed February 21, 2023

 Dear Amy Geddes and Lyn
Shenk:

 We have set forth below the response of WESCO International, Inc. (“Wesco” or the “Company”) to address the comments of the
Staff of the Division of Corporation Finance contained in your letter dated July 31, 2023 regarding your review of Wesco’s filing noted above.

For your convenience, we have restated in bold type the Staff’s comments followed by each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2022

Management’s Discussion and Analysis

Results of Operations, page 27

 Comment
No. 1:

 We note your response to comment one and your proposed revised disclosure. Please revise to quantify expense amounts by segment and to
provide separate discussion and analysis for each segment, rather than quantifying only the change in the expense amounts and discussing them together. Please consider whether presenting segment results in tabular form, organized by reportable
segment, would aid financial statement users, with narrative text refocused on discussing and analyzing results in the tables rather than on stating amounts in tables.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises that in response we have restructured and made improvements to our MD&A to
include discussion and analysis of both the overall company and each of our operating segments. As suggested by the Staff, we have provided segment data, including (i) net sales; (ii) adjusted earnings before interest, taxes, depreciation
and amortization (“adjusted EBITDA”) and, (iii) adjusted EBITDA margin percentage separately in tabular form, organized by each of our three reportable segments. We have also included a discussion and analysis of net sales and
adjusted EBITDA by reportable segment in the Form 10-Q for the quarterly period ended June 30, 2023, which was filed with the SEC on August 7, 2023. Importantly, our discussion and analysis of the
factors impacting fluctuations in adjusted EBITDA by reportable segment addresses net sales and each of the relevant expenses including cost of goods sold and selling, general, and administrative expenses. The discussion and analysis is presented
separately for each reportable segment and replaces the income from operations discussion and analysis by reportable segment that was historically included in our MD&A. By making this revision to our MD&A, the discussion and analysis of
segment results is focused on the performance measures used by our chief operating decision maker to evaluate the performance of the reportable segments (net sales, adjusted EBITDA, and adjusted EBITDA margin percentage), as disclosed in Note 16,
“Business Segments” in the Notes to Consolidated Financial Statements of our 2022 10-K and quarterly earnings releases. Further, the revision of our discussion and analysis of segment results is more
closely aligned with the level of disclosure provided by many of our peer companies.

 Below is the Company’s disclosure, as reflected in the
June 30, 2023 Form 10-Q filed with the SEC on August 7, 2023. This represents an excerpt from the MD&A and should be read in conjunction with the entire Form
10-Q, as the presentation of the MD&A has changed from prior filings. The Company will endeavor to provide similar levels of disclosure in future filings. Note that this response and the disclosure below
supersede the previous response and proposed illustrative disclosure in response to Comment No. 1 included in our letter to the Staff dated July 10, 2023.

Segment Results

The following is a discussion of the financial results of our operating segments comprising three strategic business units
consisting of EES, CSS and UBS for the three months ended June 30, 2023. As further described below and in Note 13, “Business Segments” of our Notes to the unaudited Condensed Consolidated Financial Statements, the performance of our
operating segments is based on net sales, adjusted EBITDA, and adjusted EBITDA margin percentage.

 2

 Electrical & Electronic Solutions

Three Months Ended

Growth/(Decline)

June 30,
2023

June 30,
2022

Reported

Acquisition
Impact

Foreign
Exchange
Impact

Workday
Impact

Organic
Sales
Growth

(In millions)

 Net sales

$
2,200.3

$
2,330.1

(5.6
)%

—
%

(0.9
)%

—
%

(4.7
)%

 Adjusted EBITDA

$
189.0

$
235.4

 Adjusted EBITDA Margin %

8.6
%

10.1
%

 EES reported net sales of $2,200.3 million for the second quarter of 2023 compared to
$2,330.1 million for the second quarter of 2022, a decrease of $129.8 million, or 5.6%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.9%, EES organic sales for the second quarter of 2023 declined by
4.7%, reflecting volume contraction, including downturns in the construction and manufactured structures businesses, partially offset by continued momentum in our industrial business, which negatively impacted organic net sales by approximately 6%.
In addition, a transfer of certain customer accounts to the CSS segment negatively impacted organic net sales for EES by approximately 2%. These negative factors were partially offset by the impact of changes in price, which favorably impacted
organic sales by approximately 3%.

 EES reported adjusted EBITDA of $189.0 million for the second quarter of 2023, or
8.6% of net sales, compared to $235.4 million for the second quarter of 2022, or 10.1% of net sales. Adjusted EBITDA decreased $46.4 million, or 19.7% year-over-year. The decrease primarily reflects the $129.8 million decrease in EES
net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $94.8 million, which is inclusive of higher inventory write-downs and lower supplier volume rebates totaling approximately $9.0 million.
SG&A expenses increased $10.8 million as compared to the prior year, which was primarily attributed to higher SG&A payroll and payroll-related expenses of $14.8 million as a result of higher salaries due to wage inflation and
increased headcount. This increase in payroll and payroll-related expenses also includes a reduction to incentive compensation expense of $10.8 million.

Communications & Security Solutions

Three Months Ended

Growth/(Decline)

June 30,
2023

June 30,
2022

Reported

Acquisition
Impact

Foreign
Exchange
Impact

Workday
Impact

Organic
Sales
Growth

(In millions)

 Net sales

$
1,850.9

$
1,602.0

15.5
%

9.4
%

(0.8
)%

—
%

6.9
%

 Adjusted EBITDA

$
179.5

$
150.0

 Adjusted EBITDA Margin %

9.7
%

9.4
%

 CSS reported net sales of $1,850.9 million for the second quarter of 2023 compared to
$1,602.0 million for the second quarter of 2022, an increase of $248.9 million, or 15.5%. Adjusting for the favorable impact from the acquisition of Rahi Systems of 9.4% and the unfavorable impact from fluctuations in foreign exchange
rates of 0.8%, CSS organic sales for the second quarter of 2023 grew by 6.9%, reflecting the impact of changes in price, which favorably impacted organic sales by approximately 1%. Volume growth, which includes strong growth in our network
infrastructure and security solutions businesses and improvements in the global supply chain, favorably impacted organic sales by approximately 3%. The transfer of certain customer accounts from the EES segment also positively impacted organic net
sales for CSS by approximately 3%.

 3

 CSS reported adjusted EBITDA of $179.5 million for the second quarter
of 2023, or 9.7% of net sales, compared to $150.0 million for the second quarter of 2022, or 9.4% of net sales. Adjusted EBITDA increased $29.5 million, or 19.7% year-over-year. The increase primarily reflects the $248.9 million
increase in CSS net sales, partially offset by a corresponding increase in cost of goods sold of $193.2 million due to the factors impacting the overall business, as described above. SG&A expenses increased $27.6 million as compared to
the prior year, which was primarily attributed to higher SG&A payroll and payroll-related expenses of $15.5 million as a result of higher salaries due to wage inflation and increased headcount, including the impact of the Rahi Systems
acquisition. This increase in payroll and payroll-related expenses also includes an increase in sales commissions of $4.4 million and a reduction to incentive compensation expense of $4.9 million. Additionally, higher costs to operate our
facilities of $4.2 million and increased transportation costs of $2.0 million as a result of sales growth, and the Rahi Systems acquisition, contributed to the year-over-year increase in SG&A expenses.

Utility & Broadband Solutions

Three Months Ended

Growth/(Decline)

June 30,
2023

June 30,
2022

Reported

Acquisition
Impact

Foreign
Exchange
Impact

Workday
Impact

Organic
Sales
Growth

(In millions)

 Net sales

$
1,694.3

$
1,551.4

9.2
%

—
%

(0.4
)%

—
%

9.6
%

 Adjusted EBITDA

$
188.6

$
169.0

 Adjusted EBITDA Margin %

11.1
%

10.9
%

 UBS reported net sales of $1,694.3 million for the second quarter of 2023 compared to
$1,551.4 million for the second quarter of 2022, an increase of $142.9 million, or 9.2%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.4%, UBS organic sales for the second quarter of 2023 grew by
9.6%, reflecting the impact of changes in price, which favorably impacted organic sales by approximately 6%. Volume growth, which includes secular trends in the utility business that are driving growth, expansion in our integrated supply business,
and the benefits of cross selling partially offset by lower sales in our broadband business due to certain customers depleting existing inventories and an overall downturn in the broadband business, particularly in Canada, favorably impacted organic
sales by approximately 4%.

 UBS reported adjusted EBITDA of $188.6 million for the second quarter of 2023, or 11.1% of
net sales, compared to $169.0 million for the second quarter of 2022, or 10.9% of net sales. Adjusted EBITDA increased $19.6 million, or 11.6% year-over-year. The increase primarily reflects the $142.9 million increase in UBS net
sales, partially offset by a corresponding increase in cost of goods sold of $110.6 million due to the factors impacting the overall business, as described above. SG&A expenses increased $12.8 million as compared to the prior year,
which was primarily attributed to higher SG&A payroll and payroll-related expenses of $6.5 million as a result of higher salaries due to wage inflation and increased headcount. This increase in payroll and payroll-related expenses also
includes an increase in sales commissions of $1.1 million. Additionally, higher costs to operate our facilities of $2.7 million and increased transportation costs of $1.4 million as a result of sales growth, contributed to the
year-over-year increase in SG&A expenses.

 Comment No. 2:

We note your response to comment two and your revised explanation of value-driven pricing. If correct, consider whether a plain English description as
“price increases” would be more appropriate. In addition, the explanation of value-driven pricing (or “price increases”) appears to be a factor driving changes in sales rather than cost of sales directly.

 4

 Response:

The Company respectfully acknowledges the Staff’s comment. We believe that our revised explanation of value-driven pricing provides the appropriate
level of detail because the concept is not simply a “price increase” but also explains that our customers value the scope, offerings and capabilities that we provide thus why they are willing to pay based on the value that we provide to
them. We also believe that the impact of value-driven pricing has a direct impact on cost of goods sold as a percentage of net sales (by increasing net sales) and therefore, we believe it is more relevant to the discussion of improvements in cost of
goods sold as a percentage of net sales, rather than changes in sales. Please also refer to our response to Comment No. 3 below including modifications to our discussion and analysis of changes in net sales which include the impacts of pricing,
as applicable, in comparison to the prior period.

 Comment No. 3:

We note your response to comment three and your proposed revised disclosure. In your response you state you cannot precisely quantify
the impact that changes in prices or volume had on the change in net sales. However, in your fourth quarter 2022 earnings call, you stated:

•

 you estimate pricing added approximately 6 points to sales growth, with the benefit primarily in your UBS and
EES businesses (8% for the year);

•

 your ability to cross-sell Wesco and Anixter products and services contributed more than $260 million of
sales in the quarter ($850 million for the year); and

•

 higher supplier volume rebates in the quarter provided a
40-basis-point benefit.

 Please reconcile these disclosures with your response. In your
filing you disclose that net sales increased primarily due to “price inflation and volume growth, secular demand trends, and execution of our cross-sell program.” Please tell us how you know these were the primary factors affecting your
results. We also note that you disclose pricing “related to inflation” impacted net sales by 8%. Please tell us whether this factor includes the effect of all pricing changes on net sales or just a portion attributable to inflation. If it
includes all pricing changes, please tell us why you are unable to quantify this factor in absolute dollars nor compute the remaining change (after other quantified factors) due to volume. If it does not include all pricing changes, please tell us
how you were able to measure or estimate this portion of the change in price but not other portions, and how this portion is measured.

Response:

 The Company respectfully
acknowledges the Staff’s comment and advises that, in response to the comment, because we are able to estimate the impact that changes in prices and volume have on the change in net sales, we have made improvements to our MD&A to disclose
the approximate impact that changes in prices and volume had on the change in net sales in the Form 10-Q for the quarterly period ended June 30, 2023, which was filed with the SEC on August 7, 2023.
These disclosures are expressed in terms of percentages of net sales.

 5

 Our quantification of the impact that changes in prices has on net sales, as discussed in our fourth
quarter 2022 earnings call and as disclosed in the 2022 MD&A of our 10-K, is an estimate due to the depth and breadth of our product portfolio. This estimate includes the effect of all pricing changes on
net sales. In 2022, inflation had a significant impact on pricing changes. Supplier volume rebates impact cost of goods sold and do not have a direct impact on net sales, either in terms of price or volume.

We know that price inflation and volume growth (driven by secular demand trends, and execution of our cross-sell program) are the primary factors affecting
our results in 2022, as follows: The execution of our cross-sell program is closely tracked by the Company for the purpose of reporting the dollar value of the impact of cross-selling initiatives, primarily in quarterly investor webcast
presentations and earnings calls and has a significant impact on sales volume. Additionally, the Company monitors the impact that secular demand trends have on changes in sales volume. For example, in our CSS segment our Wesco Data Center Solutions
sales continue to outpace sales growth from more traditional sales markets. For these reasons, the Company believes that these represen

United States securities and exchange commission logo
July 31, 2023
David S. Schulz
Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Re:WESCO International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 21, 2023
File No. 001-14989
Dear David S. Schulz:
            We have reviewed your July 10, 2023 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our June 26,
2023 letter.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis
Results of Operations, page 27
1.We note your response to comment one and your proposed revised disclosure.  Please
revise to quantify expense amounts by segment and to provide separate discussion and
analysis for each segment, rather than quantifying only the change in the expense amounts
and discussing them together.  Please consider whether presenting segment results in
tabular form, organized by reportable segment, would aid financial statement users, with
narrative text refocused on discussing and analyzing results in the tables rather than on
stating amounts in tables.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International, Inc.
 July 31, 2023 Page 2
 FirstName LastName
David S. Schulz
WESCO International, Inc.
July 31, 2023
Page 2
2.We note your response to comment two and your revised explanation of value-driven
pricing.  If correct, consider whether a plain English description as "price increases"
would be more appropriate.  In addition, the explanation of value-driven pricing (or "price
increases") appears to be a factor driving changes in sales rather than cost of sales directly.
3.We note your response to comment three and your proposed revised disclosure.  In your
response you state you cannot precisely quantify the impact that changes in prices or
volume had on the change in net sales.  However, in your fourth quarter 2022 earnings
call, you stated:

•you estimate pricing added approximately 6 points to sales growth, with the benefit
primarily in your UBS and EES businesses (8% for the year);
•your ability to cross-sell Wesco and Anixter products and services contributed more
than $260 million of sales in the quarter ($850 million for the year); and
•higher supplier volume rebates in the quarter provided a 40-basis-point benefit.

Please reconcile these disclosures with your response.  In your filing you disclose that net
sales increased primarily due to "price inflation and volume growth, secular demand
trends, and execution of our cross-sell program."  Please tell us how you know these were
the primary factors affecting your results.  We also note that you disclose pricing "related
to inflation" impacted net sales by 8%.  Please tell us whether this factor includes the
effect of all pricing changes on net sales or just a portion attributable to inflation.  If it
includes all pricing changes, please tell us why you are unable to quantify this factor in
absolute dollars nor compute the remaining change (after other quantified factors) due to
volume.  If it does not include all pricing changes, please tell us how you were able to
measure or estimate this portion of the change in price but not other portions, and how this
portion is measured.
            Please direct any questions to Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-
3380.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 July 10, 2023

Correspondence Filing Via EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, NE

Washington, DC 20549

 Attention: Amy Geddes; Lyn Shenk

Re: WESCO International, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 File No. 001-14989

 Filed February 21, 2023

 Dear Amy Geddes
and Lyn Shenk:

 We have set forth below the response of WESCO International, Inc. (“Wesco” or the “Company”) to address the comments
of the Staff of the Division of Corporation Finance contained in your letter dated June 26, 2023 regarding your review of Wesco’s filing noted above.

For your convenience, we have restated in bold type the Staff’s comments followed by each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2022

Management’s Discussion and Analysis

Results of Operations, page 27

 Comment
No. 1:

 For expenses allocated to reportable segments, please revise to discuss and analyze expenses by segment.

Response:

 The Company respectfully
acknowledges the Staff’s comment and advises that we will include a discussion and analysis of expense variances by reportable segment (i.e., cost of goods sold, selling, general and administrative expenses, and depreciation and amortization)
in any future filings in which we include a Management’s Discussion and Analysis, beginning with the Form 10-Q for the quarterly period ended June 30, 2023.

 1

 For illustrative purposes, below is the Company’s proposed disclosure using the above-referenced
2022 Form 10-K as a model. Revisions have been marked to facilitate the Staff’s review. The Company will endeavor to provide similar levels of disclosure in future filings. Note that the first paragraph
under Cost of Goods Sold below does not reflect the changes that are marked in response to Comment No. 2 below.

 Cost of
Goods Sold

 Cost of goods sold for 2022 was $16.8 billion compared to $14.4 billion for
2021, an increase of $2.4 billion. Cost of goods sold as a percentage of net sales was 78.2% and 79.2% for 2022 and 2021, respectively. The favorable reduction of 100 basis points reflects our focus on value-driven pricing and pass-through of
inflationary costs, along with the continued momentum of our gross margin improvement program and higher supplier volume rebates as a percentage of net sales. Cost of goods sold for 2021 included a write-down to the carrying value of certain
personal protective equipment inventories, which increased cost of goods sold as a percentage of net sales by approximately 14 basis points.

Cost of goods sold for EES, CSS and UBS increased by $860.0 million,
$471.4 million and $1,001.9 million, respectively, year-over-year. These increases in cost of goods sold by segment primarily reflect the factors impacting the overall business, as described above. Cost of goods sold for CSS in 2021 also
included a write-down to the carrying value of certain personal protective equipment inventories of $21.1 million.

Selling, General and Administrative Expenses

SG&A expenses primarily include payroll and payroll-related costs, shipping and handling, travel and
entertainment, facilities, utilities, information technology expenses, professional and consulting fees, credit losses, gains (losses) on the sale of property and equipment, as well as real estate and personal property taxes. SG&A expenses for
2022 totaled $3.0 billion versus $2.8 billion for 2021, an increase of $252.6 million, or 9.0%. As a percentage of net sales, SG&A expenses were 14.2% and 15.3% for 2022 and 2021, respectively. SG&A expenses for 2022 include
merger-related and integration costs of $67.4 million. Adjusted for this amount, SG&A expenses for 2022 were 13.9% of net sales. SG&A expenses for 2021 include merger-related and integration costs of $158.5 million, as well as a
net gain of $8.9 million resulting from the Canadian divestitures. Adjusted for these amounts, SG&A expenses were 14.5% of net sales for 2021.

SG&A payroll and payroll-related expenses for 2022 of $1.9 billion increased by $128.7 million
compared to 2021 primarily as a result of higher salaries due to wage inflation and increased headcount, as well as an increase in commissions driven by significant sales growth, partially offset by a reduction to incentive compensation expense.

 SG&A expenses not related to payroll and payroll-related costs for 2022 were $1.1 billion, an
increase of $123.9 million compared to 2021. The increase primarily reflects higher volume-related costs driven by significant sales growth and digital transformation initiatives that contributed to higher expenses in 2022, including those
related to professional and consulting fees, as well as the absence of the net gain recognized in the first quarter of 2021 on the Canadian divestitures. These increases were partially offset by the realization of integration cost synergies and
lower costs associated with integration activities.

 2

 SG&A expenses for EES, CSS and UBS increased by $98.1 million, $98.9 million and $73.8 million, respectively, year-over-year. These increases were primarily
attributed to higher SG&A payroll and payroll-related expenses which increased by $73.5 million, $70.9 million, and $39.6 million, respectively, as a result of higher salaries due to wage inflation and increased headcount, as well as
an increase in commissions driven by significant sales growth, partially offset by a reduction to incentive compensation expense compared to the prior year. Additionally, increases in transportation costs of $18.1 million, $17.4 million,
and $16.0 million for EES, CSS and UBS, respectively, contributed to the year-over-year increases in SG&A expenses as a result of significant sales growth. The absence of the net gain of $8.9 million recognized in 2021 on the Canada
divestitures also contributed to the net increase in SG&A for UBS.

Depreciation and Amortization

Depreciation and amortization decreased $19.6 million to $179.0 million for 2022, compared to
$198.6 million for 2021. Depreciation and amortization for 2022 and 2021 includes $9.8 million and $32.0 million, respectively, of accelerated amortization expense resulting from changes in the estimated useful lives of certain legacy
trademarks that are migrating to our master brand architecture, as described in our overall results above.

EES and CSS depreciation and amortization decreased $13.4 million and
$14.4 million, respectively, year-over-year, primarily as a result of decreases in accelerated amortization expense of $9.7 million and $13.0 million, respectively. UBS depreciation and amortization remained relatively flat
year-over-year.

 Comment No. 2:

Please explain to us and revise to disclose what “workday impact” represents and what “value-driven pricing” means.

Response:

 The Company respectfully
acknowledges the Staff’s comment. “Workday impact” represents the estimated impact that the change in the number of non-holiday weekdays from period to period has on the change in net sales from
one period to another. We will disclose an explanation of what “workday impact” represents in future filings beginning with the Form 10-Q for the quarterly period ended June 30, 2023.

 3

 “Value-driven pricing” refers to Wesco’s strategy of pricing products and services to
realize the value that we provide to our customers as a result of our broad portfolio of product and service offerings, global footprint and capabilities, as opposed to just pricing products based on a percentage markup of cost. We will disclose an
explanation of “value-driven pricing” in future filings beginning with the Form 10-Q for the quarterly period ended June 30, 2023.

For illustrative purposes, below is the Company’s proposed disclosure using the above-referenced 2022 Form
10-K as a model. Revisions have been marked to facilitate the Staff’s review. The Company will endeavor to provide similar levels of disclosure in future filings.

Net Sales

The following table sets forth net sales and organic sales growth by segment for the periods presented:

Twelve Months Ended

Growth/(Decline)

  (In thousands)

December 31,
2022

December 31,
2021

Reported

Acquisition/
Divestiture
Impact

Foreign
Exchange
Impact

Workday
Impact

Organic
    Growth

   EES

$
8,823,331

$
7,621,263

15.8%

(0.1)%

(1.8)%

0.4%

17.3%

   CSS

6,401,468

5,715,238

12.0%

 2.0 %

(1.9)%

0.4%

11.5%

   UBS

6,195,317

4,881,011

26.9%

(0.1)%

(0.6)%

0.4%

27.2%

   Total net sales

$
      21,420,116

$
      18,217,512

17.6%

 0.5 %

(1.5)%

0.4%

18.2%

 Note: Organic sales growth is a non-GAAP
financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of
workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after
adjusting for weekends and public holidays in the United States; 2022 had one additional workday compared to 2021.

Cost of Goods Sold

Cost of goods sold for 2022 was $16.8 billion compared to $14.4 billion for 2021, an increase of $2.4 billion.
Cost of goods sold as a percentage of net sales was 78.2% and 79.2% for 2022 and 2021, respectively. The favorable reduction of 100 basis points reflects our focus on a
strategy of pricing products and services to realize the value that we provide to our customers as a result of our broad portfolio of product and service offerings, global footprint and capabilities (“value-driven pricing”). Additionally, pass-through of inflationary costs, along with the continued momentum of our gross margin improvement program
and higher supplier volume rebates as a percentage of net sales contributed to the favorable reduction in cost of goods sold as a percentage of net sales. Cost of goods sold for 2021 included a write-down to the carrying value of certain personal protective equipment inventories, which increased cost of goods sold as a percentage of net sales by approximately 14
basis points.

 4

 Management’s Discussion and Analysis

Results of Operations, page 27

 Comment
No. 3:

 Please revise to quantify factors to which changes are attributed. For example, you state the increase in net sales primarily reflects
price inflation and volume growth. Refer to Item 303(b)(2)(iii) of Regulation S-K.

 Response:

 The Company respectfully acknowledges the Staff’s comment. Wesco sells millions of products to approximately 150,000 customers across
many industries, as described in Item 1. Business of our Form 10-K for the year ended December 31, 2022. These products vary in terms of pricing and the volumes at which they are sold and therefore, the
Company cannot precisely quantify the impact that changes in prices or changes in volume of products being sold has on the change in net sales from period to period. We are able to estimate these impacts at a higher level and propose revisions to
disclose the quantification of factors to which changes can be attributed in future filings beginning with the Form 10-Q for the quarterly period ended June 30, 2023.

For illustrative purposes, below is the Company’s proposed disclosure using the above-referenced 2022 Form
10-K as a model. Revisions have been marked to facilitate the Staff’s review. The Company will endeavor to provide similar levels of disclosure in future filings.

Net Sales

Net sales were $21.4 billion for 2022 compared with $18.2 billion for 2021, an increase of 17.6%. The
increase primarily reflects price inflation, and volume
growth,
and secular demand trends,
which resulted in a mid-teens percentage increase. and Additionally, execution of our cross-sell program impacted net sales by a low single digit percentage. Organic sales for 2022 grew 18.2% as the acquisition of Rahi Systems in the fourth quarter of 2022, partially offset by the divestiture of Wesco’s legacy utility and data communications businesses in Canada
in the first quarter of 2021, positively impacted reported net sales by 0.5%. Additionally, the number of workdays positively impacted reported net sales by 0.4%, while fluctuations in foreign exchange rates negatively impacted reported net sales by
1.5%. All segments reported double-digit sales growth versus the prior year, as discussed below. For the year ended December 31, 2022, pricing related to inflation favorably impacted our net sales by approximately 8%.

EES reported net sales of $8.8 billion for 2022 compared to $7.6 billion for 2021, an increase of
15.8%. Organic sales for 2022 grew 17.3% as the number of workdays positively impacted reported net sales by 0.4%, while fluctuations in foreign exchange rates and the Canadian divestitures described in our overall results above negatively impacted
reported net sales by 1.8% and 0.1%, respectively. The year-over-year increase in organic sales reflects price inflation, market growth in our industrial, construction, and original equipment manufacturer businesses, as

 5

well as secular growth trends which impacted net sales by a mid-teens percentage. as well as Additionally, the benefits of cross selling
and secular growth trends impacted net sales by a low single digit percentage. Additionally, supply chain constraints have had a negative impact on
sales in both 2022 and 2021; however, these pressures have begun to moderate.

 CSS reported net
sales of $6.4 billion for 2022 compared to $5.7 billion for 2021, an increase of 12.0%. Organic sales for 2022 grew 11.5% as the acquisition of Rahi Systems in the fourth quarter of 2022 and the number of workdays positively impacted
reported net sales by 2.0% and 0.4%, respectively, while fluctuations in foreign exchange rates negatively impacted reported net sales by 1.9%. The year-over-year increase in organic sales reflects price inflation and strong
market growth in our security solutions and network infrastructure businesses, which impacted net sales by a mid-single digit percentage. as well as The benefits of cross selling also impacted net sales by a low single digit percentage and some improvements in supply chain constraints had a less significant impact on net sales.

 UBS reported net sales of $6.2 billion for 2022 compared
to $4.9 billion for 2021, an increase of 26.9%. Organic sales for 2022 grew 27.2% as the number of workdays positively impacted reported net sales by 0.4%, while fluctuations in foreign exchange rates and the Canadian divestitures described in
our overall results above negatively impacted reported net sales by 0.6% and 0.1%, respectively. The year-over-year increase in organic sales reflects price inflation, broad-based market growth driven by investments in electrification, green energy, utility grid modernization and hardening, and rural
broadband development, as well as expansion in our integrated supply business which resulted in a high teens percentage increase in net sales. The benefits of cross selling also impacted net sales by a mid single digit percentage.

 Consolidated Statements of Stockholders’ Equity, page 49

Comment No. 4:

 Please revise to include a
column for total stockholders’ equity.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises that we will include a column for total stockholders’ equity in any future
filings in which we include a Consolidated Statement of Stockholders’ Equity, beginning with the Form 10-Q for the quarterly period ended June 30, 2023.

For illustrative purposes, refer to Exhibit A for the Company’s proposed disclosure using the above-referenced 2022 Form 10-K. Revisions have been marked to facilitate the Staff’s review.

 6

 Note 2. Accounting Policies

Revenue Recognition, page 51

 Comment
No. 5:

 Your disclosure includes your accounting policy for the prov

United States securities and exchange commission logo
June 26, 2023
David S. Schulz
Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Re:WESCO International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-14989
Filed February 21, 2023
Dear David S. Schulz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis
Results of Operations, page 27
1.For expenses allocated to reportable segments, please revise to discuss and analyze
expenses by segment.
2.Please explain to us and revise to disclose what "workday impact" represents and what
"value-driven pricing" means.
3.Please revise to quantify factors to which changes are attributed.  For example, you state
the increase in net sales primarily reflects price inflation and volume growth.  Refer to
Item 303(b)(2)(iii) of Regulation S-K.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International, Inc.
 June 26, 2023 Page 2
 FirstName LastNameDavid S. Schulz
WESCO International, Inc.
June 26, 2023
Page 2
Consolidated Statements of Stockholders' Equity, page 49
4.Please revise to include a column for total stockholders' equity.
Note 2. Accounting Policies
Revenue Recognition, page 51
5.Your disclosure includes your accounting policy for the provision of services.  Please tell
us how you considered the requirement of Rule 5-03(b)(1) of Regulation S-X to separately
present service revenue.  We note from your disclosure on page 1 that you provide value-
added solutions including supply chain management, logistics and transportation,
procurement, warehousing and inventory management, as well as kitting and labeling,
limited assembly of products and installation enhancement.  Please tell us how you
considered disaggregation under ASC 606-10-50-5 and 55-89 to 55-91.
Note 3. Revenue, page 55
6.You disclose that variable consideration for the year ended December 31, 2021 reflects
adjustments that reduced the previously disclosed amount by $72.8 million.  Please
explain this disclosure to us in further detail and tell us how, if at all, it impacted amounts
reported in the financial statements.
Note 9. Debt, page 66
7.Please consider whether it would benefit investors to revise your disclosures related to the
Accounts Receivable Securitization Facility and the Revolving Credit Facility to focus on
the current terms and status of these facilities rather than on the history of amendments.
For example, the current purchase limit on the Accounts Receivable Securitization
Facility is not disclosed until the seventh paragraph and a description of the facility is not
provided until the eighth paragraph.
Note 16. Business Segments, page 88
8.Please tell us what is included in the adjustment for "merger-related and integration
costs."
9.We note your disclosure that the chief operating decision maker evaluates the
performance of its operating segments based primarily on net sales, adjusted earnings
before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA
margin percentage.  Please tell us what you mean by the term "primarily" and, if you use
additional measures of profit or loss, tell us what those measures are.  In addition, while
you disclose that performance is evaluated on "adjusted earnings before interest, taxes,
depreciation and amortization, it does not appear that interest and taxes are allocated to
reporting segments based on the reconciliations on page 91.  Please advise.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International, Inc.
 June 26, 2023 Page 3
 FirstName LastName
David S. Schulz
WESCO International, Inc.
June 26, 2023
Page 3

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
December 17, 2020
David S. Schulz
Senior Vice President and Chief Financial Officer
WESCO International Inc
225 West Station Square Drive Suite 700
Pittsburgh, Pennsylvania 15219
Re:WESCO International Inc
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 24, 2020
Form 10-Q for the Fiscal Quarter Ended September 30, 2020
Filed November 9, 2020
File No. 001-14989
Dear Mr. Schulz:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Document

 David S. Schulz

Executive Vice President and Chief Financial Officer

Phone: 412.454.2392

E-mail: DSchulz@wescodist.com

SUBMITTTED VIA EDGAR

December 11, 2020

Robert Shapiro, Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

Re: WESCO International, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2019

Filed February 24, 2020

Form 10-Q for the Fiscal Quarter Ended September 30, 2020

Filed November 9, 2020

File No. 001-14989

Dear Mr. Shapiro,

This letter sets forth the response of WESCO International, Inc. (“WESCO” or the “Company”) to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) communicated by letter dated December 1, 2020, with respect to WESCO's Form 10-K for the Fiscal Year Ended December 31, 2019 and Form 10-Q for the Fiscal Quarter Ended September 30, 2020.

Management's Discussion and Analysis of Results of Operations and Financial Condition

Company Overview

Utility & Broadband Solutions, page 28

1.You discuss your operations were impacted by "unfavorable business conditions" and quantify the consolidated results for income from operations as adjusted for the Corporate segment. Please consider providing more detailed discussion of your results of operations on an operating segment basis for key drivers impacting on sales and income from operations. It appears the UBS segment was impacted by the pandemic to a greater degree than your two other operating segments for the nine months ended September 30, 2020. Refer to Item 303(b)(2) of Regulation S-K and Staff Release 33-8350.

Response:

We respectfully acknowledge the Staff’s comment, as well as the requirements of Item 303(b)(2) of Regulation S-K and guidance in Staff Release 33-8350.

As a point of clarification, the paragraph on page 28 that immediately follows the description of the Company’s reportable segments and their business activities is a discussion of our overall financial results for the first nine months of 2020, as adjusted to exclude merger-related costs and fair value adjustments, gain on sale of an operating branch in the U.S. and the related income tax effects. Such discussion does not specifically address any of the Company’s operating segments. In that regard, the reference to “unfavorable business conditions” is directed at the Company’s financial performance as a whole.

WESCO International, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 David S. Schulz

Executive Vice President and Chief Financial Officer

Phone: 412.454.2392

E-mail: DSchulz@wescodist.com

In future filings, we will insert the heading “Overall Financial Performance” immediately preceding the paragraph noted above to clarify that such discussion and analysis is intended to provide an understanding of the Company’s operating performance on a consolidated basis.

In response to the Staff’s comment to consider providing more detailed discussion of our results of operations on an operating segment basis for key drivers impacting sales and income from operations, we will enhance our disclosure in future filings by including a qualitative discussion of factors and trends that we believe have contributed to changes in net sales and income from operations for each segment, including those related to the impact(s) (if any) from the COVID-19 pandemic.

The following discussion and analysis of our results of operations for the three months ended September 30, 2020 is excerpted from “Management's Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) as reported in our Form 10-Q for the quarterly period ended September 30, 2020, filed on November 9, 2020. Changes to the previously reported text are denoted by italicized font and are being provided to the Staff to illustrate the expanded disclosure that we intend to include in future filings.

Third Quarter of 2020 versus Third Quarter of 2019

Net Sales

The following table sets forth net sales by segment for the periods presented:

  Three Months Ended

(In thousands)  September 30, 2020  September 30, 2019  Growth (Decline)

EES  $ 1,653,726    $ 1,250,079    32.3%

CSS  1,388,791    235,921    488.7%

UBS  1,099,284    662,110    66.0%

Total net sales  $ 4,141,801    $ 2,148,110    92.8%

Net sales were $4.1 billion for the third quarter of 2020 compared to $2.1 billion for the third quarter of 2019, an increase of 92.8% due to the merger with Anixter that was completed on June 22, 2020, partially offset by the weakened demand impact from the COVID-19 pandemic.

EES reported net sales of $1.7 billion for the third quarter of 2020, compared to $1.3 billion for the third quarter of 2019, an increase of 32.3%. The increase reflects the impact of the merger with Anixter, partially offset by weakened global demand in construction and industrial markets due to local and government shutdowns associated with the COVID-19 pandemic, as well as related disruptions to our suppliers and supply chain that have caused delays to projects.

CSS reported net sales of $1.4 billion for the third quarter of 2020, compared to $235.9 million for the third quarter of 2019, an increase of 488.7%. The increase reflects the impact of the merger with Anixter. The COVID-19 pandemic had a limited impact on CSS sales, as this segment serves customers in a diverse range of industries, many of which are considered essential businesses that have maintained normal operations.

UBS reported net sales of $1.1 billion for the third quarter of 2020, compared to $662.1 million for the third quarter of 2019, an increase of 66.0%. The increase reflects the impact of the merger with Anixter. The impact of the COVID-19 pandemic on the UBS segment was limited as many of its primary customers are public power and investor owned utilities that are considered essential businesses and have maintained normal operations.

WESCO International, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 David S. Schulz

Executive Vice President and Chief Financial Officer

Phone: 412.454.2392

E-mail: DSchulz@wescodist.com

Income from Operations

The following tables set forth income from operations by segment for the periods presented:

  Three Months Ended September 30, 2020

(In thousands)  EES  CSS  UBS  Corporate  Total

Income from operations  $ 105,508    $ 89,634    $ 74,092    $ (91,139)   $ 178,095

  Three Months Ended September 30, 2019

(In thousands)  EES  CSS  UBS  Corporate  Total

Income from operations  $ 72,007    $ 10,555    $ 43,811    $ (32,640)   $ 93,733

EES reported operating profit of $105.5 million for the third quarter of 2020, compared to $72.0 million for the third quarter of 2019. The increase reflects the impact of the merger with Anixter. Cost reduction actions taken in response to lower demand caused by the COVID-19 pandemic had a favorable impact on operating profit.

CSS reported operating profit of $89.6 million for the third quarter of 2020, compared to $10.6 million for the third quarter of 2019. The increase reflects the impact of the merger with Anixter. The benefits of cost reduction actions taken in response to COVID-related demand declines, as well as operating synergies resulting from the business combination, had a favorable impact on operating profit.

UBS reported operating profit of $74.1 million for the third quarter of 2020, compared to $43.8 million for the third quarter of 2019. The increase reflects the impact of the merger with Anixter. The impact of the COVID-19 pandemic on the UBS segment was limited as many of its primary customers are public power and investor owned utilities that are considered essential businesses and have maintained normal operations.

***

The above discussion and analysis would also be disclosed to explain net sales and income from operations on an operating segment basis for the nine-month period ended September 30, 2020.

In order to better facilitate readers’ understanding of the key drivers of changes in our operational results, we will include similar qualitative information, to the extent material, in the MD&A section of our future filings beginning with our Form 10-K for the fiscal year ended December 31, 2020.

Please contact me at (412)-454-2392 or Dana Pascarella at (412) 454-2252 if you have further questions or need additional information.

Sincerely,

/s/ David S. Schulz

David S. Schulz

cc:    Aamira Chaudhry, Senior Staff Accountant, United States Securities and Exchange Commission

J. Engel, Chairman, President and Chief Executive Officer

Diane E. Lazzaris, Executive Vice President and General Counsel

Dana R. Pascarella, Vice President and Corporate Controller

WESCO International, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

United States securities and exchange commission logo
December 1, 2020
David S. Schulz
Senior Vice President and Chief Financial Officer
WESCO International Inc
225 West Station Square Drive Suite 700
Pittsburgh, Pennsylvania 15219
Re:WESCO International Inc
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed February 24, 2020
Form 10-Q for the Fiscal Quarter Ended September 30, 2020
Filed November 9, 2020
File No. 001-14989
Dear Mr. Schulz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Fiscal Quarter Ended September 30, 2020
Management's Discussion and Analysis of Results of Operations and Financial Condition
Company Overview
Utility & Broadband Solutions, page 28
1.You discuss your operations were impacted by "unfavorable business conditions" and
quantify the consolidated results for income from operations as adjusted for the Corporate
segment.  Please consider providing more detailed discussion of your results of operations
on an operating segment basis for key drivers impacting on sales and income from
operations.  It appears the UBS segment was impacted by the pandemic to a greater
degree than your two other operating segments for the nine months ended September 30,
2020.  Refer to Item 303(b)(2) of Regulation S-K and Staff Release 33-8350.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International Inc
 December 1, 2020 Page 2
 FirstName LastName
David S. Schulz
WESCO International Inc
December 1, 2020
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Aamira Chaudhry at 202-551-3389 or Robert Shapiro at 202-551-3273
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

            Diane E. Lazzaris

            Senior Vice President and

            General Counsel

            Direct:  412.454.4878

            Fax:  412.222.7304

            Email:  dlazzaris@wesco.com

    March 10, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade and Services

    100 F Street, NE

    Washington, D.C. 20549

    Attention:  Daniel Morris

            Re:

            WESCO International, Inc.

            Registration Statement on Form S-4; File No. 333-236307

            Request for Acceleration

    Ladies and Gentlemen:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-236307) (the “Registration Statement”) filed by WESCO International, Inc. (the “Company”) with the U.S. Securities and Exchange
      Commission (the “Commission”) on February 7, 2020, as amended on March 4, 2020 and March 9, 2020.

    The Company hereby requests that the Registration Statement be made effective at 2:00 p.m. Eastern Time on March 11, 2020, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and
      Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

    Please contact John L. Robinson of Wachtell, Lipton, Rosen & Katz at (212) 403-1056 or by email at JLRobinson@wlrk.com with any questions you may have concerning this request.  Please notify Mr. Robinson when this
      request for acceleration has been granted.

    [SIGNATURE PAGE FOLLOWS]

      March 10, 2020

      Page 2

            WESCO INTERNATIONAL, INC.

            By:

            /s/ Diane E. Lazzaris

            Name:

            Diane E. Lazzaris

            Title:

            Senior Vice President and

            General Counsel

            cc:

            Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

            John L. Robinson, Wachtell, Lipton, Rosen & Katz

            Justin C. Choi, Anixter International, Inc.

            Irving L. Rotter, Sidley Austin LLP

            Gabriel Saltarelli, Sidley Austin LLP

CORRESP
1
filename1.htm

    [WESCO International, Inc. Letterhead]

    March 6, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade and Services

    100 F Street, NE

    Washington, D.C. 20549

            Attention:

            Daniel Morris

            Re:

            WESCO International, Inc.

            Registration Statement on Form S-4; File No. 333-236307

            Withdrawal of Request for Acceleration

    Dear Mr. Morris:

    Reference is made to WESCO International, Inc.’s letter, filed as correspondence via EDGAR on March 4, 2020, in which WESCO International,
      Inc. (the “Company”) requested the acceleration of the effective date of the above-referenced Registration Statement for Friday, March 6, 2020, at 4:00 p.m.
      Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at this time and hereby withdraws the Company’s request for
      acceleration of the effective date.

    Please contact me at (212) 403-1056 or by email at JLRobinson@wlrk.com with any questions you may have concerning this letter.

    [SIGNATURE PAGE FOLLOWS]

            WESCO INTERNATIONAL, INC.

            By:

          /s/ Diane E. Lazzaris

            Name:

            Diane E. Lazzaris

            Title:

            Senior Vice President and General Counsel

            cc:

            Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

            John L. Robinson, Wachtell, Lipton, Rosen & Katz

            Justin C. Choi, Anixter International, Inc.

            Irving L. Rotter, Sidley Austin LLP

            Gabriel Saltarelli, Sidley Austin LLP

CORRESP
1
filename1.htm

    [WESCO International, Inc. Letterhead]

    March 4, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade and Services

    100 F Street, NE

    Washington, D.C. 20549

            Attention:

            Daniel Morris

            Re:

            WESCO International, Inc.

            Registration Statement on Form S-4; File No. 333-236307

            Request for Acceleration

    Ladies and Gentlemen:

    Reference is made to the Registration Statement on Form S-4 (File No. 333-236307) (the “Registration Statement”) filed by WESCO International, Inc. (the “Company”)
      with the U.S. Securities and Exchange Commission (the “Commission”) on February 7, 2020, as amended on March 4, 2020.

    The Company hereby requests that the Registration Statement be made effective at 4:00 p.m. Eastern Time on March 6, 2020, or as soon as possible thereafter, in accordance
      with Rule 461 of the General Rules and Regulations promulgated under the U.S. Securities Exchange Act of 1933, as amended.

    Please contact John L. Robinson of Wachtell, Lipton, Rosen & Katz at (212) 403-1056 or by email at JLRobinson@wlrk.com with any questions you may have concerning this
      request.  Please notify Mr. Robinson when this request for acceleration has been granted.

    [SIGNATURE PAGE FOLLOWS]

            WESCO INTERNATIONAL, INC.

            By:

          /s/ Diane E. Lazzaris

            Name:

          Diane E. Lazzaris

            Title:

          Senior Vice President and General Counsel

            cc:

            Diane E. Lazzaris, WESCO International, Inc.

            Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz

            John L. Robinson, Wachtell, Lipton, Rosen & Katz

            Justin C. Choi, Anixter International, Inc.

            Irving L. Rotter, Sidley Austin LLP

            Gabriel Saltarelli, Sidley Austin LLP

February 13, 2020
John J. Engel
Chief Executive Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Re:WESCO International, Inc.
Registration Statement on Form S-4
Filed February 7, 2020
File No. 333-236307
Dear Mr. Engel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       John L. Robinson

CORRESP
1
filename1.htm

CORRESP

 WESCO International, Inc.

WESCO Distribution, Inc.

225 West Station Square Drive

Suite 700

 Pittsburgh,
Pennsylvania 15219

 December 23, 2016

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Attention:    Heather Percival

Re:
WESCO International, Inc. and WESCO Distribution, Inc.

Registration Statement on Form S-4 (Registration No. 333-215008)

Ladies and Gentlemen:

 On behalf of WESCO
International, Inc. and WESCO Distribution, Inc. (together, the “Company”), the undersigned hereby requests, pursuant to Rule 461(a) promulgated under the Securities Act of 1933, that the Registration Statement on Form
S-4 (File No. 333-215008) (the “Registration Statement”) of the Company be declared effective at 10:00 AM on Wednesday, December 28, 2016, or as soon thereafter as practicable. The Company respectfully requests that
you notify Michael J. Solecki of such effectiveness by a telephone call to (216) 586-7103.

 In connection with such request, the
undersigned, on behalf of the Company, hereby acknowledges the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature follows.]

 Please contact Michael J. Solecki of Jones Day at (216) 586-7103 if you have any questions
concerning this matter. Thank you for your continued attention to this matter.

Very truly yours,

WESCO INTERNATIONAL, INC.

By:

 /s/ Brian M. Begg

Name: Brian M. Begg

Title:   Treasurer

cc:
Michael J. Solecki

Mail Stop 3030
December 20, 2016

Via E -mail
David S. Schulz
Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania 15219

Re: WESCO International, Inc.
  Registration Statement on Form S-4
Filed  December 9, 2016
  File No.  333-215008

Dear Mr. Schulz :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absenc e of action by the staff.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Michael J. Solecki
 Jones Day

CORRESP
1
filename1.htm

CORRESP

 December 9, 2016

Correspondence Filing Via EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549

Re:
WESCO Distribution, Inc.

Registration Statement on Form S-4

Filed December 9, 2016

 Ladies and Gentlemen:

On the date hereof, WESCO Distribution, Inc., a Delaware corporation (the “Company”), and WESCO International, Inc., (the
“Guarantor” and, together with the Company, the “Registrants”) filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement on Form S-4 relating to the offer to
exchange (the “Exchange Offer”) up to $350,000,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2024 (the “Exchange Notes”) registered under the Securities Act of 1933 (the
“Securities Act”), for any and all of the Company’s outstanding 5.375% Senior Notes due 2024, which were issued on June 15, 2016.

The Registrants are registering the Exchange Offer in reliance on the Commission staff’s position enunciated in the letters issued to
Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In accordance with the
Commission staff’s position set forth in those letters, the Registrants make the following representations to the Commission:

1.
The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and
belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the
Exchange Offer.

2.
The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is using the Exchange Offer to participate in the distribution of the
Exchange Notes to be acquired in the Exchange Offer, such person (a) cannot rely on the Commission staff’s position enunciated in Exxon Capital Holdings Corporation or similar letters and (b) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing
the selling stockholder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

3.
The Registrants will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) any broker-dealer holding existing securities acquired for its own account as a
result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act as described in (2) above in connection with any resale of such Exchange Notes; (b) by executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities pursuant to the Exchange Offer; and (c) any such broker-dealer must confirm that it has
not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute Exchange Notes. The Registrants will include in the letter of transmittal or similar documentation a statement to the effect that
by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Registrants will include, in the transmittal letter or similar documentation to be executed by the exchange offeree in order to
participate in the Exchange Offer, representations to the effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business; (b) by accepting the Exchange Offer, the exchange offeree represents that it
is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and (c) the offeree is not an “affiliate” of the Registrants within the
meaning of Rule 405 under the Securities Act.

 *      *      *

Very truly yours,

WESCO DISTRIBUTION, INC.

By:

/s/ David S. Schulz

Name:

David S. Schulz

Title:

 Senior Vice President and Chief

 Financial
Officer

WESCO INTERNATIONAL, INC.

By:

/s/ David S. Schulz

Name:

David S. Schulz

Title:

 Senior Vice President and Chief

 Financial
Officer

cc:
Michael J. Solecki, Esq. (Jones Day)

 [Signature Page to Exxon Letter]

February 2, 2012
 Via Email

Mr. John J. Engel  Chief Executive Officer WESCO International, Inc. 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219

 Re: WESCO International, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 25, 2011 File No.  001-14989

 Dear Mr. Engel:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Kevin L. Vaughn
Kevin L. Vaughn Accounting Branch Chief

CORRESP
1
filename1.htm

		SEC Comment Letter - Response #2

                                                                                                                        Richard P. Heyse
Vice President and Chief Financial Officer
Phone:  412.454.2392
E-mail:  rheyse@wesco.com

SUBMITTTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

January 23, 2012

Kevin L. Vaughn, Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

RE:  WESCO International, Inc.

        Form 10-K for the Year Ended December 31, 2010

        Filed February 25, 2011

        File No. 001-14989

Dear Mr. Vaughn,

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the comments of the Staff of the Securities and Exchange Commission communicated by letter dated January 9, 2012, with respect to WESCO's Form 10-K for the Fiscal Year Ended December 31, 2010.  We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filings.  We understand that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.  In addition, we understand that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Critical Accounting Policies and Estimates - Excess and Obsolete Inventory, page 19

Comment No. 1:

We note your response to prior comment 1. Please confirm to us that you will revise future filings to provide disclosure similar to that provided in your response.

Response:

We will revise future filings for the excess and obsolete inventory disclosure as noted in our prior response.

Critical Accounting Policies and Estimates - Revenue Recognition, page 35

Comment No. 2:

We note from your response to prior comment 10 that you direct ship certain items and that for these sales you do not

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

                                                                                                                        Richard P. Heyse
Vice President and Chief Financial Officer
Phone:  412.454.2392
E-mail:  rheyse@wesco.com

physically handle the product. Please tell us more about these sales, including how you evaluated whether to recognize revenue on these sales on a gross or net basis. Discuss how you have considered the criteria of FASB ASC 605-45-45.

Response:

We determined that direct ship orders where WESCO does not physically handle the product qualify for gross reporting using the criteria set forth in FASB ASC 605-45-45. In making this decision, we considered various factors and indicators set forth in the guidance provided with the following key indicators supporting a gross revenue reporting treatment:

a.) The Entity (not the Supplier) is the Primary Obligor in the Arrangement

WESCO is directly responsible to the customer for providing the product or service desired by the customer including order fulfillment and incurs the risks and rewards as principal in the transaction. In addition, WESCO's contract sales terms further support a gross revenue reporting treatment.

b.) The Entity Has Latitude in Establishing Price

WESCO has latitude in establishing the sales price directly with the customer based on several economic factors.  The supplier does not set the contractual terms with WESCO's customers.

c.) The Entity Has Discretion in Supplier Selection

WESCO has multiple suppliers for a product or service ordered by the customer and has discretion over its supplier base to select the supplier providing the best economic value and service.

d.) The Entity Has Credit Risk

WESCO assumes 100% of all customer credit risk and must pay the amount owed to the supplier after the supplier performs regardless of whether the sales price is fully collected.

e.) The Entity has General Inventory Risk

Direct ship customer returns due to incorrect product specifications or project timing results in Wesco taking title to the product.

Segments and Related Information, page 51

Comment No.3

We note your response to prior comment 10. You state that all products are available for sale in each of the 12 operating segments. However, you also state that gross margins vary between segments due to the sales mix variability. You further state that the mix of products sold by each branch is a function of the customer demand. Please explain to us in greater detail how you have considered these factors in your segment aggregation analysis. Discuss whether there are any underlying trends regarding the sales mix variability such that certain segments could be expected to sell a higher portion of certain products or certain segments could be expected to sell a higher portion through stock orders, direct ship and/or special orders.

Response:

Billing margin represents the difference between the selling price and the cost of the product before adjustments.  These adjustments include, among other items, supplier rebates and inventory adjustments and represent the difference between billing margin and gross margin (excluding depreciation and amortization). The primary driver of variability in billing margins is the mix of sales shipment type (stock, direct ship or special order) and not the mix of products sold.  Each of our products is available for shipment under each of the shipment types.  As a result billing margins do vary among operating segments based on the sales shipment type mix. Certain branches, as a result of the customers served, and the requirements of those customers, have historically experienced more of one sales shipment type than another.  As a result some branches

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

                                                                                                                        Richard P. Heyse
Vice President and Chief Financial Officer
Phone:  412.454.2392
E-mail:  rheyse@wesco.com

fulfill a higher percentage of  stock orders while others fulfill a higher percentage of manufacturer direct ship orders.  Special orders tend to comprise a minor percentage at most branches.  The sales type mix within a branch can shift over time, and the acquisition or loss of a customer significant to that branch can be the cause.

As outlined above, and noted in our response to prior comment 10, the different sales shipment types tend to consistently yield different billing margins.  Additionally, the various sales shipment types require differing levels of sales and support activity in the form of SG&A expenses. Branches, and in turn operating segments, must manage the level of SG&A expenses commensurate with the sales shipment type mix to maximize operating income which is the key financial metric by which operating segments are measured.  Reinforcing that operating income is the key metric for measuring operating segment performance is the fact that it is also the predominant factor in arriving at incentive compensation for each of the Vice Presidents who are the operating segment business leaders.

WESCO's 2010 sales of $5.1 billion were generated by approximately 400 branches.  These branches are then aggregated into our operating segments.  This structure is utilized by management to segregate the business into more manageable groups.  The branches included in each of the operating segments change based on management resource availability as well as acquisitions.  All products are available through all of the branches in our system in serving our customer needs through a combination of the three sales shipment types.  The result is that we view all branches similarly and with similar economic potential.  What follows from this is that our branches are organized into operating segments based on management availability and talent.  This is evidenced by the fact that our operating segments bear the name of the operating leader on the title of internal financial reports. This reinforces the interchangeable nature of our branches and the fact that they can and are readily moved between operating segments when the CODM determines a reallocation of branches between segments or a change in management is required.

Comment No. 4

We note that you have focused your analysis of the similar economic characteristics on operating income as a percentage of sales. You state that each segment's operating income as a percent of sales is within 310 basis points or less from the average of 5.7% for the year ended December 31, 2010. This appears to imply that operating income as a percentage of sales ranges from 2.6% to 8.8% across your segments. Noting that the higher end of this range is 238% of the low end of this range, please explain to us in greater detail why you believe this represents similar economic characteristics.

Response:

The CODM receives a monthly financial package.  Included in this package is a variety of financial information for each of the operating segments including an operating profit analysis as compared to the plan and prior year as well as total billing margin information by sales shipment type.

In making business decisions such as determining movement of branches between segments and evaluating the leaders of the respective segments and assessing the company's financial performance, the CODM focuses primarily on operating income.  This metric is also used in evaluating the operating segment leader's performance and determining management changes.  As a result, we believe this financial metric is the most meaningful way to evaluate WESCO's operating segment financial performance.

The 2010 average operating income as a percentage of sales for our operating segments of 5.7% is the arithmetic average of the percentage for each of our operating segments, without consideration of their relative size.  The combined, or weighted average, results of our operating segments yields an operating income margin of 6.2%.

The operating income of our operating segments, as shown in our response to Comment No. 5 below, range from operating income of 3.7% to 8.8%.  This is a total range of 510 basis points.  The operating segment with the lowest operating income is 250 basis points below the average and the operating segment with the highest operating income is 260 basis points above the average.

We believe the following example further demonstrates the economic similarity of our operating segments.  As you note in

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

                                                                                                                        Richard P. Heyse
Vice President and Chief Financial Officer
Phone:  412.454.2392
E-mail:  rheyse@wesco.com

your comment, the operating segment with the lowest operating income percentage is 3.7% and the highest is 8.8%.  These segments had gross sales of approximately $250 million and $650 million, respectively in 2010.  If each of these segments achieved the average operating margin percentage of 6.2%, the operating income of these segments would have increased by $6.3 million and decreased by $16.9 million, respectively based on their 2010 sales.    We do not consider a difference of this magnitude to be meaningful to users of our financial statements or investors to understand our financial performance, particularly in light of the nature of our business and the size of our company ($5.1 billion sales in 2010).

In 2011 we made changes to the branches comprising some of our operating segments consistent with the process we described in our response to comment No. 3 above.  For example, the Vice President responsible for segment 1 is now responsible for segment 9 and segment 1 was divided and merged into segments 2 and 9, resulting in an overall decrease in the number of segments for 2011.  This was due to a segment manager leaving the company.

Comment No. 5

To help us better understand the similarity of the economic characteristics, please also provide us with a summary of the gross profit information for each of the operating segments. We note that the sales method can contribute to variability in the gross profit margin. As such, to the extent that you have information available for gross profit by sales method by segment, please also provide that information. Finally, in order to help us understand all possible causes for the margin variability, please also tell us more regarding how your branches determine pricing for the products it sells. For example, discuss whether pricing for your products is consistent across your operating segments.

Response:

Below is a table displaying the billing margin by sales type, total billing margin, and operating income for each of our operating segments for the year ended December 2010.  This table is derived from our internal financial results and is not included in this format in the CODM package.  You will note that while we disclosed that we have 12 operating segments, the table below shows 11.  The twelfth operating segment is immaterial at $5 million in sales and has been disregarded for this discussion.  For additional perspective, the sales of the 11 segments listed below range from a low of approximately $100 million to a high of $935 million.

Operating Segments

 Total

 1

 2

 3

 4

 5

 6

 7

 8

 9

 10

 11

 Segments

Shipment Type

Direct Ship

 14.0%

 15.2%

 14.7%

 13.5%

 12.4%

 18.6%

 17.9%

 14.6%

 11.2%

 14.8%

 17.6%

 14.0

 %

Stock

 25.4%

 24.0%

 23.1%

 21.6%

 16.9%

 19.9%

 23.6%

 23.5%

 13.2%

 22.7%

 20.7%

 21.0

 %

Special Order

 21.2%

 23.2%

 21.9%

 22.9%

 15.0%

 20.9%

 20.8%

 21.8%

 N/A

 21.5%

 N/A

 21.6

 %

Total BM %

 19.0%

 20.6%

 16.3%

 18.0%

 15.1%

 19.8%

 21.3%

 19.7%

 11.4%

 20.2%

 18.8%

 18.3

 %

Operating Income %

 3.7%

 3.8%

 5.9%

 8.8%

 5.5%

 5.3%

 5.8%

 5.9%

 4.5%

 7.1%

 6.3%

 6.2

 %

Typically, product prices are entered into our sales order management system by centralized functions responsible for obtaining cost information from our suppliers.  These prices are established with the objective of obtaining a targeted billing margin when the product is ultimately sold to a customer.  Our branches have the discretion to address competitive market conditions on a local market basis.  To enable this, within our system, functionality exists that allows a branch to set a price within predetermined ranges around the system price.  Further, in the unusual event of a very competitive local market

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

                                                                                                                        Richard P. Heyse
Vice President and Chief Financial Officer
Phone:  412.454.2392
E-mail:  rheyse@wesco.com

situation, branches can request a waiver to offer a price outside the established range.  Such approvals are granted regionally.

Please contact me at (412)-454-2392 or Tim Hibbard at (412) 454-2252 if you have further questions or need additional information.

Sincerely,

/s/ Richard P. Heyse

Richard P. Heyse

cc.   John J. Engel, Chairman, President and Chief Executive Officer

Diane E. Lazzaris, Vice President, Legal Affairs

Timothy A. Hibbard, Corporate Controller

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 January 9, 2012
Via Email

Mr. John J. Engel  Chief Executive Officer WESCO International, Inc. 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219

 Re: WESCO International, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 25, 2011 File No.  001-14989

Dear Mr. Engel:

We have reviewed your response dated December 28, 2011 and have the following
comments.  We have limited our review to only y our financial statements and related disclosures
and do not intend to expand our review to other por tions of your documents.   In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2010

 Critical Accounting Policies and Estimates, page 18

 – Excess and Obsolete Inventory, page 19

 1. We note your response to prior comment 1.  Pl ease confirm to us that you will revise
future filings to provide disclosure si milar to that provided in your response.

Mr. John J. Engel
WESCO International, Inc. January 9, 2012 Page 2
 Note 2.  Accounting Policies, page 35

 – Revenue Recognition, page 35

 2. We note from your response to prior comment 10 that you direct ship certain items and
that for these sales you do not physically handl e the product.  Please tell us more about
these sales, including how you evaluated whethe r to recognize revenue on these sales on
a gross or net basis.  Discuss how you have considered the criter ia of FASB ASC 605-45-
45.
 Note 15.  Segments and Related Information, page 51

 3. We note your response to prior comment 10.  Y ou state that all products are available for
sale in each of the 12 operating segments.  However, you also state that gross margins
vary between segments due to the sales mix va riability.  You further state that the mix of
products sold by each branch is a function of the customer demand.  Please explain to us
in greater detail how you have considered these factors in your segment aggregation
analysis.  Discuss whether there are any underlying trends regarding the sales mix
variability such that certain segments could be expected to sell a higher portion of certain
products or certain segments could be exp ected to sell a higher portion through stock
orders, direct ship and/ or special orders.

4. We note that you have focused your analysis of the similar economic characteristics on
operating income as a percentage of sales.   You state that each segment’s operating
income as a percent of sales is within 310 ba sis points or less from the average of 5.7%
for the year ended December 31, 2010.  This ap pears to imply that operating income as a
percentage of sales ranges from 2.6% to 8.8%  across your segments.  Noting that the high
end of this range is 238% of the low end of this range, please expl ain to us in greater
detail why you believe this represents similar economic characteristics.
 5. To help us better understand the similarity of  the economic characteristics, please also
provide us with a summary of the gross profit information for each of the operating
segments.  We note that the sales method can co ntribute to variability  in the gross profit
margin.  As such, to the exte nt that you have informati on available for gross profit by
sales method by segment, please also provide th at information.  Finally, in order to help
us understand all possible causes for the marg in variability, please also tell us more
regarding how your branches determine prici ng for the products it sells.  For example,
discuss whether pricing for your products is  consistent across your operating segments.

Mr. John J. Engel
WESCO International, Inc. January 9, 2012 Page 3
 You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-3643
if you have questions regarding thes e comments.  In this regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,
        /s/ Kevin L. Vaughn
                 Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

		WCC SEC Comment Letter 2011

 Richard P. Heyse

Vice President and Chief Financial Officer

Phone:  412.454.2392

E-mail:  rheyse@wesco.com

SUBMITTTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

December 28, 2011

Kevin L. Vaughn, Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

RE:  WESCO International, Inc.

        Form 10-K for the Year Ended December 31, 2010

        Filed February 24, 2011

        Form 8-K Dated October 20, 2011

        Filed on October 20, 2011

        File No. 001-14989

Dear Mr. Vaughn,

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the comments of the Staff of the Securities and Exchange Commission communicated by letter dated December 6, 2011, with respect to WESCO's Form 10-K for the Fiscal Year Ended December 31, 2010 and Form 8-K dated October 20, 2011.  We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filings.  We understand that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing.  In addition, we understand that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

-Excess and Obsolete Inventory, page 19

Comment No. 1:

Please revise future filings to provide additional information regarding this critical accounting estimate.  In this regard, explain in greater detail how you arrive at assumptions about “future demand and market conditions.”  Discuss how accurate your assumptions have been in the past, how much the assumptions have changed in the past and whether the assumptions are reasonably likely to change in the future.

Response:

We write down our inventory through the application of a factor or assumption derived from historical analysis of actual losses.  Looking back, we identify items that were at risk of becoming obsolete, defined as being in excess of

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 Richard P. Heyse

Vice President and Chief Financial Officer

Phone:  412.454.2392

E-mail:  rheyse@wesco.com

36 months supply relative to demand or movement.  We then analyze in a detailed manner the ultimate disposition of the previously identified excess inventory items, such as sold, returned to supplier, or scrapped. This item by item analysis allows us to develop a factor or assumption which represents the historical likelihood that an item identified as being in excess supply  ultimately becomes obsolete and of no value.

On a current basis, we apply the factor to inventory items currently in excess of 36 months supply, and reduce our inventory carrying value by the derived amount.  In future filings we will expand our disclosure to more fully explain this critical accounting policy.

We revisit and test our assumptions on a periodic basis. Historically, we have not had material changes to our assumptions and do not anticipate any material changes in the future.

With regard to “future demand and market conditions”, absent specific information to the contrary, we assume future demand will be similar to historical demand.  We will modify our disclosure of this critical accounting policy in future filings to de-emphasize the stated reliance on “future demand and market conditions”.

Results of Operations, page 21

Comment No 2:

We note you attribute changes in net sales to a variety of factors, including higher product prices, favorable foreign currency exchange rates and acquisitions.  Please revise future filings to separately quantify the material items impacting your results of operations.

Response:

In future filings, we will include material items impacting results of operations that can be derived through objective quantification. An example of an objective quantifiable item is the impact acquisitions had on net sales.

-Liquidity and Capital Resources, page 22

Comment No 3:

We note your disclosures on page 47 that you consider $177 million of undistributed earnings of your subsidiaries outside the United States to be permanently reinvested.  To the extent such amounts could be considered material to an understanding of your liquidity and capital resources, please revise your future filings to disclose the amounts of the cash and investment amounts held by your foreign subsidiaries that would not be available for use in the United States.  Please further provide a discussion of any known trends, demands or uncertainties as a result of this policy that are reasonably likely to have a material effect on the business as a whole or that may be relevant to your financial flexibility.  Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350, and Financial Reporting Codification Section 501.03.a.

Response:

We acknowledge the Staff's comments, and in response in future filings we will enhance our disclosure in the discussion of Liquidity and Capital Resources.  Specifically, when we discuss invested cash as a component of our liquidity, amounts held by our foreign subsidiaries which are material and would not be available for use in funding U.S. operations will be disclosed.

-Revenue Recognition, page 35

Comment No 4:

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 Richard P. Heyse

Vice President and Chief Financial Officer

Phone:  412.454.2392

E-mail:  rheyse@wesco.com

We note your disclosure that you provide services such as inventory management for some of your customers and that revenues for such services are recognized upon evidence of fulfillment of the agreed upon services.  With a view toward enhanced disclosure in future filings, please tell us more about these arrangements and your accounting for the arrangements.  Explain in greater detail the nature of the services you provide and how you recognize revenue for each portion of those arrangements.  In this regard, clarify if the arrangements with these customers include the sale of inventory and the other services.  If so, clarify how you account for the sale of inventory to these customers.

Response:

The inventory management services referenced in our discussion of Revenue Recognition as a critical accounting policy represent those limited situations where WESCO may perform some or all of the following activities for customers: determine inventory stocking levels; establish inventory reorder points; launch purchase orders; receive material; put away material; and pick material for order fulfillment.  Service arrangements where we manage a process for the customer are governed by an agreement between WESCO and the customer.  We recognize revenue on a monthly basis for service rendered during the period based upon a previously negotiated fee arrangement.  We also sell inventory to these customers and recognize revenue at the time title and risk of loss transfers to the customer.

Comment No 5:

Further to the above, please quantify the amount of revenue attributed to these services in each of the last three years and for the nine months ended September 30, 2011.  Tell us how you have considered the guidance in Rule 5-03.1 of Regulation S-X.

Response:

The amount of revenue attributed to these services for the twelve months ended December 31, 2010, 2009 and 2008 was approximately $10.9 million, $9.9 million, and $10.8 million, respectively.  The amount of service revenue for the nine months ended September 30, 2011 was approximately $8.8 million.  Consistent with Rule 5-03 of Regulation S-X, as revenue attributed to these services has never exceeded 10% of our total revenue, we do not state it separately on the face of the income statement.

-Supplier Volume Rebates, page 35

Comment No 6:

We note your disclosures here that you receive volume rebates from certain suppliers.  You state that you recognize a receivable for the estimated amounts due to you with a corresponding reduction of cost of goods sold.  Please explain to us in greater detail how your accounting complies with FASB ASC 605-50-25-10 through 605-50-25-12.  In this regard, clarify for us how you account for rebates that are attributable to inventory that you have not yet sold and is therefore still reflected on your balance sheet.

Response:

As noted, we recognize a receivable and a corresponding reduction to Cost of Goods Sold when recording supplier volume rebates.  We comply with FASB ASC 605-50-25-10 through 605-50-25-12 by ensuring that the recording of supplier volume rebates is supported by an amount of cash consideration that is probable and reasonably estimable per a binding vendor agreement. Supplier volume rebates attributable to unsold inventory still reflected on the balance sheet are recorded as a reduction to inventory and therefore not recorded in the income statement. The relationship between supplier volume rebates earned to inventory purchases for the prior 12 months is applied to current inventory and used to determine the amount of supplier volume rebates recorded as a reduction to inventory.

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 Richard P. Heyse

Vice President and Chief Financial Officer

Phone:  412.454.2392

E-mail:  rheyse@wesco.com

Note 5.  Acquisitions, page 40

Comment No 7:

In connection with any material acquisitions, please revise your future filings to include the disclosures required by 805-10-50-2(h) of the FASB Accounting Standards Codification.

Response:

In the event that we have material acquisitions in the future, we will ensure that future filings include the disclosures required by FASB Accounting Standards Codification 805-10-50-2(h).  Additionally, in connection with the acquisition of TVC Communications, L.L.C. on December 16, 2010, we will include the following disclosures required by FASB Accounting Standards Codification 805-10-50-2(h) in our Form 10-K for the reporting period ended December 31, 2011:

1.

 The amount of revenue and earnings since the acquisition date included in the consolidated income statement for the reporting period ended December 31, 2010

2.

 The revenue and earnings of the combined entity for the period ended December 31, 2010 as though the acquisition date for the business combination that occurred during 2010 had been as of January 1, 2010 (supplemental pro forma information)

3.

 The revenue and earnings of the combined entity for the period ended December 31, 2009 as though the acquisition date for the business combination that occurred during 2010 had occurred as of January 1, 2009 (supplemental pro forma information).

Comment No 8:

Further to the above, please provide us with your calculations of the significance of this acquisition under Rule 3-05 of Regulation S-X.

Response:

We determined that the acquisition of TVC Communications, which was completed on December 16, 2010, did not meet the significance criteria set forth under Rule 3-05 of Regulation S-X, and as a result, historical financial statements and pro-forma financial information were not required. We applied the criteria of Rule 3-05, which outlines when historical financial statements are required for a significant subsidiary, applying a sliding scale of thresholds commencing at 20%. Please see below for the supporting calculations for our significance tests.

1.

 Does the registrant's investments in and advances to the acquired subsidiary exceed 20% of the registrant's total assets for the most recently completed fiscal year?

The Company's total assets were $2.49 billion as of December 31, 2009. The TVC Communications acquisition GAAP purchase price of $251 million did not exceed 20% of our total assets.

2.

 Does the registrant's share of total assets of the acquired subsidiary exceed 20% of the registrant's total assets for the most recently completed fiscal year?

TVC Communication's total assets of $127.4 million as of December 31, 2009 did not exceed 20% of the Company's total assets of $2.49 billion.

3.

 Does the acquired subsidiary's income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principal exceed 20% of such income for the registrant for the most recently completed fiscal year?

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

 Richard P. Heyse

Vice President and Chief Financial Officer

Phone:  412.454.2392

E-mail:  rheyse@wesco.com

The Company's income before taxes was $137.2 million for the year ended December 31, 2009.  TVC Communication's income before taxes of $18.9 million for the year ended December 31, 2009 did not exceed 20% of our total pre-tax income.

Note 14.  Commitments and Contingencies, page 51

Comment No 9:

We note your disclosures regarding the lawsuit filed against you in Indiana.  Please review future filings to either disclose an estimate (or, if true, state that the estimate is immaterial in lieu of providing quantified amounts) of the possible loss or range of loss, or state that such an estimate cannot be made.  Please refer to 450-20-50 of the FASB Accounting Standards Codification.

Response:

With respect to the Staff's comment, WESCO will continue to monitor developments regarding the referenced lawsuit and make disclosures consistent with the requirements of 450-20-50 of the FASB Accounting Standards Codification.  So long as the loss contingency associated with the lawsuit continues to exist, and until such time as any possible loss or range of loss associated with the lawsuit can be estimated, we will revise future filings to include a statement that an estimate of the possible loss or range of loss cannot be made.   At the time of our filing, an estimate could not be made because proceedings were at an early stage and discovery was ongoing.  As the case progresses we will consider any developments towards our efforts to estimate the possible loss or range of loss.

Note 15.  Segments and Related Information, page 51

Comment No 10:

We note that you operate in 12 segments but aggregate the information into one reportable segment.  Please provide us with your detailed analysis supporting your conclusion that aggregation of the 12 operating segments into one reportable segment was appropriate.  In this regard, specifically address all of the criteria set forth in paragraph 280-10-50-11 of the FASB Accounting Standards Codification.  Provide supporting information that addresses your consideration of the similarity of the criteria, including the similarity of economic characteristics.

Response:

WESCO responded previously to a similar comment contained in the letter from the Staff of the Securities and Exchange Commission dated December 27, 2007.  Since providing that response, management has remained cognizant of the criteria set forth in paragraph 280-10-50-11 of the FASB Accounting Codification.   We have updated our prior response to reflect any changes that have occurred in the facts and circumstances surrounding our operating segments.

At the time the Form 10-K for the Year Ended December 31, 2010 was prepared, WESCO determined that it had 12 operating segments.  The 12 operating segments are defined principally by the operating leader and contain businesses and operations for which they have management responsibility. WESCO is comprised of legacy branches developed organically over time, and acquired operations.  The branches are typically grouped together into districts and regions for management span of control purposes and these are further grouped into the business units that constitute our operating segments.  There are no consistent criteria for defining the composition of an

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 6, 2011
Via Email

Mr. John J. Engel  Chief Executive Officer WESCO International, Inc. 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219

 Re: WESCO International, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 24, 2011 Form 8-K Dated October 20, 2011 Filed on October 20, 2011 File No.  001-14989

Dear Mr. Engel:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2010

 Critical Accounting Policies and Estimates, page 18

 – Excess and Obsolete Inventory, page 19

 1. Please revise future filings to provide additional information regarding this critical
accounting estimate.  In this regard, expl ain in greater detail how you arrive at
assumptions about “future demand and market  conditions.”  Discuss how accurate your

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 2
 assumptions have been in the past, how much  the assumptions have changed in the past
and whether the assumptions are reasonably likely to change in the future.
 Results of Operations, page 21

 2. We note you attribute changes in  net sales to a variety of  factors, including higher
product prices, favorable foreign currency exchan ge rates and acquisitions.  Please revise
future filings to separately quantify the material items impacting your results of
operations.
 -Liquidity and Capital Resources, page 22

 3. We note your disclosures on page 47 that  you consider $177 million of undistributed
earnings of your subsidiaries ou tside the United States to be permanently reinvested.  To
the extent such amounts could be considered  material to an un derstanding of your
liquidity and capital resources, please revise you r future filings to di sclose the amounts of
the cash and investment amounts held by your foreign subsidiaries that would not be
available for use in the United States.  Pl ease further provide a discussion of any known
trends, demands or uncertainties as a result of this policy that ar e reasonably likely to
have a material effect on the business as a whol e or that may be rele vant to your financial
flexibility.  Refer to Item 303(a)(1) of  Regulation S-K, SEC Release 33-8350, and
Financial Reporting Codification Section 501.03.a.
 Item 8.  Financial Statements and Supplementary Data, page 29

 Note 2.  Accounting Policies, page 35

 – Revenue Recognition, page 35

 4. We note your disclosure that you provide serv ices such as inventory management for
some of your customers and that revenues fo r such services are recognized upon evidence
of fulfillment of the agreed upon services.  W ith a view toward enhanced disclosure in
future filings, please tell us more about these arrangements and your accounting for the
arrangements.  Explain in gr eater detail the nature of th e services you provide and how
you recognize revenue for each portion of those a rrangements.  In this regard, clarify if
the arrangements with these customers incl ude the sale of inventory and the other
services.  If so, clarify how you account for the sale of inventory to these customers.
 5. Further to the above, please quantify the amount of revenue attributed to these services in
each of the last three years and for the nine months ended September 30, 2011.  Tell us how you have considered the guidance in Rule 5-03.1 of Regulation S-X.

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 3
 – Supplier Volume Rebates, page 35

 6. We note your disclosures here that you receive volume reba tes from certain suppliers.
You state that you recognize a receivable for the estimat ed amounts due to you with a
corresponding reduction of cost of goods sold.  Please explain to us in greater detail how
your accounting complies with FASB ASC 605-50-25-10 through 605-50-25-12.  In this
regard, clarify for us how you acc ount for rebates that are attr ibutable to inventory that
you have not yet sold and is therefore st ill reflected on your balance sheet.
 Note 5.  Acquisitions, page 40

 7. In connection with any material  acquisitions, please revise y our future filings to include
the disclosures required by 805-10-50-2(h ) of the FASB Accounting Standards
Codification.

8. Further to the above, please pr ovide us with your calculations  of the significance of this
acquisition under Rule 3- 05 of Regulation S-X.
 Note 14.  Commitments and Contingencies, page 51

 9. We note your disclosures regarding the lawsuit fi led against you in Indi ana.  Please revise
future filings to either disclose an estimate (or,  if true, state that the estimate is immaterial
in lieu of providing quantified amounts) of the possible loss or range of  loss, or state that
such an estimate cannot be made.  Please refer to 450-20-50 of the FASB Accounting
Standards Codification.
 Note 15.  Segments and Related Information, page 51

 10. We note that you operate in 12 segments but aggregate the information into one
reportable segment.  Please provide us with your detail ed analysis supporting your
conclusion that aggregation of the 12 opera ting segments into one reportable segment
was appropriate.  In this regard, specifically address all of the criteria set forth in paragraph 280-10-50-11 of th e FASB Accounting Standard s Codification.  Provide
supporting information that addresses your consid eration of the similari ty of the criteria,
including the similarity of  economic characteristics.

11. Please revise future filings to disclose the basis of attributing revenues from external
customers to individual count ries pursuant to paragraph 280-10-50-41(a) of the FASB
Accounting Standards Codification.
 Form 8-K Filed on October 20, 2011

 12. We note you have presented certain non-GAAP financial measures in this Item 2.02
Form 8-K.  However, we do not see where you have fully complied with the

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 4
 requirements of Item 10(e)(1)(i) of Regulati on S-K, as required by Item 2.02 of Form 8-
K.  Please revise future fili ngs to address the following:

 For each non-GAAP measure presented, incl ude a statement of the reasons why
management believes that presentation of  the non-GAAP financial measure provides
useful information to investors regardi ng your financial condition and results of
operations.  Refer to Item 10(e)( 10(i)(C) of Regulation S-K.

 For each non-GAAP measure presented, to th e extent material, include a statement
disclosing the additional purposes, if any, for which management uses the non-GAAP
financial measure.  Refer to Item 10(e)(10(i)(D) of Re gulation S-K.

 Include a reconciliation of the differen ces between the non-GAAP financial measure
and the most directly comparable measur e calculated in accordance with GAAP.  In
this regard, we refer to your presenta tion of the non-GAAP financial measures
“organic sales growth” and “earnings per dilu ted share, adjusted.”   Refer to Item
10(e)(10(i)(A) of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 5
 You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-3643
if you have questions regarding thes e comments.  In this regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,
        /s/ Kevin L. Vaughn
                 Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

FORM CORRESP

August 11, 2009

COPY
TO BE SUBMITTED VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:

    Thomas Jones

    Division of Corporation Finance

    Re:

    WESCO International, Inc.

    WESCO Distribution, Inc.

    Registration Statement on Form S-4 (No. 333-160818)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), WESCO International, Inc. and WESCO Distribution, Inc. (collectively, the “Registrants”)
hereby respectfully request that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective under the
Securities Act at 4:30 p.m.,
Eastern Standard Time, on Wednesday, August 12, 2009, or as soon as practicable thereafter.

     Additionally, the Registrants hereby acknowledge the following:

    (i)

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    (ii)

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the registrants from
their full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

Securities and Exchange Commission

Division of Corporation Finance

August 11, 2009

Page 2

    (iii)

    The Registrants may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    Very truly yours,

    By:
               /s/ Stephen A. Van Oss

    Stephen A. Van Oss

    Senior Vice President and

     Chief Administrative Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

      August 7, 2009

Via Facsimile ((412) 355-6501) and U.S. Mail
 Kristen L. Stewart, Esq. K&L Gates LLP Henry W. Oliver Building 535 Smithfield Street Pittsburgh, PA  15222-2312
Re: Wesco International, Inc.
  Registration Statement on Form S-4
Filed July 27, 2009
  File No. 333-160818

  Schedule TO-I
  Filed July 27, 2009   File No. 005-58085
Dear Ms. Stewart:

We have reviewed your filings and have th e following comment.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Schedule TO-I

Form S-4
1. We note your disclosure that the initial conversion price of th e 2029 Debentures will
equal 125% of the Average VWAP and that  the VWAP will be based on a measuring
period of ten business days ending on the offe r’s expiration date.  With respect to this
term of your exchange offer, please provide  us your detailed legal analysis of your

Kristen L. Stewart, Esq.
K&L Gates LLP August 7, 2009 Page 2
compliance with Item 4(a)(4) of Form S-4, Item 11 of Schedule TO and Item 1011(b) of
Regulation M-A.

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the bidder a nd its management are in possession of all facts
relating to the company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

• the bidder is responsible for th e adequacy and accuracy of th e disclosure in the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the bidder may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
 Please direct any questions to me at ( 202) 551-3619.  You may also contact me via
facsimile at (202) 772-9203.  Please send all co rrespondence to us at the following ZIP code:
20549-3628.        S i n c e r e l y ,          Daniel F. Duchovny       S p e c i a l  C o u n s e l        Office of Mergers and Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 6010

February 26, 2008

Via Facsimile and U.S. Mail

Stephen A. Van Oss Senior Vice President, Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700 Pittsburgh, PA  15219
 Re: WESCO International, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 1, 2007   File No. 1-14989

Dear Mr. Van Oss:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.         S i n c e r e l y ,                  Kevin L. Vaughn       B r a n c h  C h i e f

CORRESP
1
filename1.htm

WESCO International, Inc.   Corresp

    Stephen A. Van Oss

Senior Vice Presidient and Chief

Financial and Administrative Officer

Phone: 412.454.2271

Fax: 412.454.2477

E-mail: svanoss@wesco.com

SUBMITTTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

February 22, 2008

Kevin L. Vaughn, Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

    RE:

    WESCO International, Inc.

Form 10K for the Fiscal Year Ended December 31, 2006

File No. 1-14989

Dear Mr. Vaughn,

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the
comments of February 7, 2008, with respect to WESCO’s Form 10K for the Fiscal Year Ended December
31, 2006. We acknowledge that we are responsible for the adequacy and accuracy of the disclosure
in the filings. We understand that staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the filing. In
addition, we understand that we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Consolidated Statements of Income, page 34

Comment No. 1:

Please refer to prior comment 1. As gross profit represents a measure of income, it is not clear
to us how your presentation of gross profit excluding depreciation and amortization complies with
SAB Topic 11.B. Please revise future filings to comply with SAB Topic 11.B, or tell us why you
believe your presentation of gross profit excluding depreciation does not represent a figure for
income before depreciation.

Response:

We intend to revise future filings to comply with SAB Topic 11.B by removing the gross profit
subtotal from the Consolidated Statements of Income. In addition, as required by SAB Topic 11.B,
we will continue to disclose that our cost of goods sold excludes depreciation and amortization.
We believe this presentation avoids placing unnecessary emphasis on cash flow as we will no longer
be reporting a figure for income before depreciation.

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

Note 5. Acquisitions, page 43

Comment No 2:

Please refer to prior comment 2. Please clarify for us whether you intend to continue to refer to
the work of the independent valuation expert in any capacity. If so, please revise future filings
to name the independent valuation firm in future filings.

Response:

In our
Acquisitions footnote we disclose that the purchase price for our acquisitions have been
allocated based on independent appraisals. In future filings, we intend to take full
responsibility for valuing the assets acquired and liabilities assumed. Accordingly, we will no
longer refer to the work of the independent valuation expert in any capacity.

Please contact me at (412)-454-2271 or Tim Hibbard at (412) 454-2252 if you have further questions
or need additional information.

Sincerely,

/s/ Stephen A. Van Oss

Stephen A. Van Oss

    cc.

    Roy W. Haley, Chairman and Chief Executive Officer

Timothy A. Hibbard, Corporate Controller

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 6010

 February 7, 2008
   Via Facsimile and U.S. Mail

 Stephen A. Van Oss Senior Vice President, Chief Financial Officer WESCO International, Inc. 225 West Station Square Drive Suite 700 Pittsburgh, PA  15219
 Re: WESCO International, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2006
  File No. 1-14989

Dear Mr. Van Oss:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Stephen Van Oss
WESCO International, Inc. February 7, 2008 Page 2  Form 10-K for the year ended December 31, 2006

 Consolidated Statements of Income, page 34

 1. Please refer to prior comment 1.  As gross profit represents a measure of income, it is not clear to us how your presentation of gross profit excluding depreciation and amortization complies with SAB Topic 11.B.  Please revise future filings to comply with SAB Topic 11.B, or tell us why you believe your presentation of gross profit excluding depreciation does not represent a figure for income before depreciation.
 Note 5. Acquisitions, page 43

 2. Please refer to prior comment 2.  Please clarify for us whether you intend to continue to refer to the work of the independent valuation expert in any capacity.  If so, please revise future filings to name the independent valuation firm in future filings.

*   *   *   *

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact David Burton, Staff A ccountant, at (202) 551-3626 or me at
(202) 551-3643 if you have questions regarding these comments.  In this regard, please do not hesitate to contact Martin James, Se nior Assistant Chief Accountant, at (202) 551-
3671 with any questions.            S i n c e r e l y ,           Kevin L. Vaughn        B r a n c h  C h i e f

CORRESP
1
filename1.htm

WESCO International, Inc.  Corresp

    Stephen A. Van Oss

Senior Vice Presidient and Chief

Financial and Administrative Officer

Phone: 412.454.2271

Fax: 412.454.2477

E-mail: svanoss@wesco.com

SUBMITTTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

January 29, 2008

Kevin L. Vaughn, Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

    RE:

    WESCO International, Inc.

Form 10K for the Fiscal Year Ended December 31, 2006

File No. 1-14989

Dear Mr. Vaughn,

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the
comments of the Staff of the Securities and Exchange Commission communicated by letter dated
December 27, 2007, with respect to WESCO’s Form 10K for the Fiscal Year Ended December 31, 2006.
We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the
filings. We understand that staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing. In addition, we
understand that we may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Consolidated Statements of Income, page 34

Comment No. 1:

We note that your cost of goods sold excludes depreciation and amortization. Please tell us how
your presentation of gross profit complies with SAB Topic 11.B.

Response:

As noted, our cost of goods sold excludes depreciation and amortization. We have disclosed this
fact in the income statement on the cost of goods sold line item in parentheses as required by SAB
Topic 11B. In addition, we have positioned depreciation and amortization under SG&A costs in the
income statement. The figure we report for operating income is calculated by subtracting SG&A
costs and depreciation and amortization from gross profit. We believe this presentation avoids

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

placing unnecessary emphasis on cash flow. We believe we are fully compliant with the prescribed
accounting guidance and as a result we do not feel that it is necessary to change the presentation
of depreciation and amortization.

Note 5. Acquisitions, page 43

Comment No 2:

We note your statements throughout this footnote that the purchase price for your acquisitions have
been allocated based on independent appraisals. While in future filings management may elect to
take full responsibility for valuing the assets acquired and liabilities assumed, if you choose to
continue to refer to the expert in any capacity, please revise future fillings, beginning with your
next 10-Q, to name the independent valuation firm. In addition, please note that if you intend to
incorporate your Form 10-K by reference into any registration statement, you will be required to
include the consent of the independent valuation firm as an exhibit to the registration statement.

Response:

In our Acquisition footnote we disclose that the purchase price for our acquisitions have been
allocated based on independent appraisals. In future filings, we intend to clarify that we take
full responsibility for valuing the assets acquired and liabilities assumed.

-Acquisition of Communication Supply Holdings, Inc. page 44

Comment No 3:

We note that this acquisition resulted in the recognition of a significant amount of goodwill on
your balance sheet. Please revise future filings to include the disclosures required by paragraph
51(b) of SFAS 141.

Response:

We will revise our disclosures in future filings to better describe the factors that contributed to
the recognition of goodwill resulting from the acquisition of Communication Supply Holdings, Inc.
as required by paragraph 51(b) of SFAS 141.

Note 15. Segments and Related Information, page 57

Comment No 4:

We note your disclosure here that you have aggregated your nine operating segments as one
reportable segment. Please provide us with your analysis of the criteria in paragraph 17 of SFAS
131 that supports your conclusion to aggregate these segments.

Response:

WESCO has determined that it has nine operating segments: Industrial Construction, International,
Canada, Utility, Manufactured Structures, EESCO, Carlton-Bates, Bruckner, and Communications Supply
(“CSC”). The nine operating segments have been defined based upon a combination of acquired operations, geographic location, availability of key management personnel
and talent, and management span of control considerations. For example, Industrial Construction,
Utility and Manufactured Structures are the result of long standing core WESCO branches being
aggregated by the integration of various acquisitions. EESCO was an acquisition that maintained a
separate identity after integration to the WESCO system because of a talented management
organization already in place and brand name recognition in the markets served. Bruckner was an
acquisition that maintained a separate identity due to an operating system that management

considers to be superior to the WESNET system and a talented management organization already in
place. The International and Canadian segments have been separated due to geography, and Carlton
Bates and CSC are the Company’s most recently acquired operations. Each operating segment has a
Vice President or Director who reports to the Senior Vice President and Chief Operating Officer of
WESCO. The Chairman and Chief Executive Officer of WESCO is considered to be the CODM.

We have concluded that the nine operating segments meet the aggregation criteria as prescribed in
paragraph 17 of FAS 131 and therefore should be presented as one reportable segment. We arrived at
this conclusion after specifically reviewing each of the aggregation criteria in paragraph 17 of
SFAS 131 as follows:

a) The nature of the products and services.

All products are available for sale by every branch in each of the nine operating segments.
Branches operate similar to a retail store functioning as an outlet, with access to all of
the products and procurement solutions offered by the Company. The mix of products sold by
each branch is a function of the customer demand in the markets served, and varies from
branch to branch.

WESCO provides its customers with a broad product selection consisting of more than 1,000,000
electrical, industrial, data communications, maintenance, repairs and operations (“MRO”) and
utility products sourced from more than 26,000 suppliers. WESCO offers its customers a wide
range of procurement solutions that draw on our product knowledge, supply and logistics
expertise and systems capabilities. This combined offering of products and procurement
solutions is important to the branches as it allows them to serve customers and industries in
their local markets possessing unique and widely varying product requirements. WESCO does
not directly receive fees for procurement solutions, which are offered as part of the
Company’s overall selling and marketing activities. Individual products and procurement
solutions may be sold with higher frequency in some branches than in others due to customer
requirements; however, virtually all branches have the ability and access to sell and provide
all products and procurement solutions to its customer base. For example, WESCO has national
account customers which are served by multiple branches within various operating segments.
Within the integrated WESNET point of sale operating system, WESCO has designated 47 common
product classes and 35 of the product classes (approximately 92% of the dollars) were sold in
all operating segments.

b) The nature of the production processes.

WESCO has approximately 400 branches with approximately 340 in the United States, 50 in
Canada and the remainder in Mexico, Guam, the United Kingdom, Nigeria, United Arab Emirates
and Singapore. WESCO has seven distribution centers located in the United States and Canada.

WESCO’s fundamental business is to provide procurement and logistical services and products
on a buy and sell basis. WESCO does not produce products. Rather, the extensive branch
network and distribution centers purchase inventory from suppliers. The distribution centers
primarily support the branches by providing a broad and deep selection of inventory on a
replenishment basis. Each of the operating segments sells and distributes products in
much the same fashion through the branch network and distribution centers. Products sold
can be delivered directly from the branch network or shipped directly from the suppliers to
WESCO customers, thereby physically bypassing the branch location. WESCO also serves some
companies with customized service centers on or near customer sites. WESCO’s supplier
procurement processes are similar for all operating segments and all of WESCO’s operating
segments have the ability to access products from a common supplier base.

c) Type or class of customer for their products and services.

WESCO has a large base of approximately 110,000 customers. WESCO customers include:
industrial customers, electrical contractors, utility contractors, aerospace customers,
pharmaceutical customers, commercial customers, institutional customers and governmental
customers. Each operating segment serves a wide variety of customers in a mix of
industries. WESCO’s network of branches and distribution centers stock more than 250,000
unique stock keeping units (“SKUs”). Each branch tailors a portion of its locally stocked
inventory to meet the immediate needs of its customers in its local markets, stocking an
average of approximately 2,500 SKUs. Many of WESCO’s customers are served by branches from
multiple operating segments.

d) The methods used to distribute their products or provide their services.

WESCO has seven distribution centers located in the United States and Canada. These
distribution centers serve the branches across all nine operating segments, customers and
suppliers by providing a broad and deep selection of inventory, online ordering, same day
shipment and central order handling and fulfillment. Products sold can be delivered directly
from WESCO’s branch network or shipped directly from suppliers to the customer, thereby
physically bypassing the branch location.

e) If applicable, the nature of the regulatory environment, for example, banking, insurance, or
public utilities.

WESCO does not believe paragraph 17(e) of SFAS 131 — nature of regulatory environment — is
applicable to its industry.

Similar Economic Characteristics:

Under SFAS 131, operating segments are required to exhibit similar economic characteristics to
qualify for aggregation. The financial statistics captured by WESCO to evaluate each of its
operating segments are gross sales, billing margin by sale type, gross margin, and operating
income. Billing margin represents the difference between the selling price and the cost of the
product before adjustments. Variation in gross margin from branch to branch, and to a lesser
degree from segment to segment, is due to the sales mix variability at the branches. WESCO’s sales
to its customers are categorized as stock, direct ship and special order. Stock orders are filled
directly from existing inventory and typically carry the highest margins. Direct ship, sometimes
referred to as “drop shipment” sales, are shipped directly to the customer from the supplier and
typically yield the lowest margins as a result of WESCO not physically handling the product.
Special orders are for products that are not stocked in inventory and are ordered based on a
customer’s specific request. Special orders typically yield margins lower than stock sales, but
above direct ship sales. The type of sale significantly impacts the margin earned on each sale.
Therefore, although each operating segment is selling similar products and procurement solutions,
the gross margin can vary from operating segment to operating segment depending on the blending of
stock sales, direct ship sales and special order sales. The sales mix also impacts the level of
SG&A in each operating segment, as each sale type requires a different level of sales and support
activity. Hence, a branch with significant direct ship orders would be expected to have a lower
level of SG&A costs as a result of reduced direct support costs associated with direct ship sales.
As such, we believe billing margin by sales type demonstrates economic similarity.

As gross margin statistics can vary as a result of sales mix, WESCO managers are expected to adjust
SG&A spending levels accordingly to deliver appropriate levels of operating income. Thus,
operating income is the key financial metric used by us (ie., the CODM) to assess operational
performance and also indicates economic similarities. Each operating segment’s operating income as
a percent of sales is within 350 basis points or less from the average of 6.9%. Management of each
operating segment is expected to effectively manage SG&A against the sales mix to meet the CODM’s
financial expectations for consolidated operating income. Because the operating segments are buying
and selling similar products through similar distribution channels and because the

expectation for
each operating segment is to manage SG&A costs relative to the sales mix, the result is that each
operating segment is reporting essentially the same operating income relative to sales. Therefore,
in WESCO’s situation, operating income is the key financial metric demonstrating economic
similarity among the operating segments.

Consistent with the objective and principles of SFAS 131, we believe that aggregation of WESCO’s
nine operating segments is more useful in understanding the Company’s performance and measuring its
prospects for future net cash flows. Revenue growth potential in each of the operating segments is
very similar due to the wide variety of customers and industries served, the numerous end markets,
the highly fragmented nature of the distribution industry and the expansive nature of WESCO’s
branch network. In addition, each operating segment faces similar operating and competitive risks
which are managed and reviewed in a similar fashion. Competition is primarily focused on the local
service area, and is generally based on product line breadth, product availability, service
capabilities and price. Similar sales tactics and performance drivers are used in each operating
segment to drive improved operating results. Therefore, although the operating segments are useful
for internal tracking purposes and allocating management control, given the similar products,
service capabilities, methods of distribution, growth potential and competitive risks, reporting
financial data by operating segments would not provide meaningful insight to WESCO’s performance as
a leading distributor of electrical products and industrial MRO supplies.

In summary, we believe that the operating segments have similar economic characteristics and are
similar in each of the areas sited by paragraph 17 of FAS 131 (i.e., nature of products, customers
and distribution network). For these reasons, we believe that the aggregation of its nine
operating segments into one reportable segment is appropriate for the presentation of its financial
results in conformity with SFAS 131.

Comment No 5:

We see your disclosures of long-lived assets by geographic areas. Please note that this disclosure
should present tangible assets only and should not include intangibles or investments. See
question 22 in the FASB Staff Implementation Guide to Statement 131. Please revise future filings
as appropriate.

Response:

We understand that our disclosure of long lived assets by geographic area should not include
intangible assets or investments. We will revise

Mail Stop 6010
December 27, 2007
   Via Facsimile and U.S. Mail

 Stephen A. Van Oss Senior Vice President, Chief Financial Officer WESCO International, Inc. 225 West Station Square Drive Suite 700 Pittsburgh, PA  15219
 Re: WESCO International, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2006
  File No. 1-14989

Dear Mr. Van Oss:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Consolidated Statements of Income, page 34

Mr. Stephen Van Oss
WESCO International, Inc.
December 27, 2007 Page 2   1. We note that your cost of goods sold excludes depreciation and amortization.  Please tell us how your presentation of gross profit complies with SAB Topic 11.B.
 Note 5.  Acquisitions, page 43

 2. We note your statements throughout this footnote that the purchase price for your acquisitions have been allocated based on independent appraisals.  While in future filings management may elect to take full responsibility for valuing the assets acquired and liabilities assumed, if you choose to continue to refer to the expert in any capacity, please revise future filings, beginning with your next 10-Q, to name the independent valuation firm.  In addition, please note that if you intend to incorporate your Form 10-K by reference into any registration statement, you will be required to include the consent of the independent valuation firm as an exhibit to the registration statement.
 – Acquisition of Communications Supply Holdings, Inc., page 44

 3. We note that this acquisition resulted in the recognition of a significant amount of goodwill on your balance sheet.  Please revise future filings to include the disclosures required by paragraph 51(b) of SFAS 141.
 Note 15.  Segments and Related Information, page 57

 4. We note your disclosure here that you have aggregated your nine operating segments as one reportable segment.  Please provide us with your analysis of the criteria in paragraph 17 of SFAS 131 that supports your conclusion to aggregate these segments.
 5. We see your disclosure of long-lived assets by geographic area.  Please note that this disclosure should present tangible assets only and should not include intangibles or investments.  See question 22 in the FASB Staff Implementation Guide to Statement 131.  Please revise future filings as appropriate.

* * * * * * * *

As appropriate, please respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Stephen Van Oss
WESCO International, Inc. December 27, 2007 Page 3    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• The company is responsible for the adequacy and accuracy of the disclosure in the filings;
• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact David Burton, Staff A ccountant, at (202) 551-3626 or me at
(202) 551-3643 if you have questions regarding these comments.  In this regard, please do not hesitate to contact Martin James, Se nior Assistant Chief Accountant, at (202) 551-
3671 with any questions.            S i n c e r e l y ,           Kevin L. Vaughn        B r a n c h  C h i e f

December 5, 2007
 Mail Stop 6010

By U.S. Mail and facsimile to (412) 454-2477

Stephen A. Van Oss Senior Vice President, and Chief Fi nancial and Administrative Officer
Wesco International, Inc. 225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania 15219
Re:  Wesco International, Inc.  Definitive 14A   Filed April 18, 2007
File No. 001-14989
 Dear Mr. Van Oss:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3444.

Sincerely,

Perry J. Hindin
Special Counsel

CORRESP
1
filename1.htm

corresp

    Stephen A. Van Oss

Senior Vice President and Chief

Financial and Administrative Officer

Phone: (412) 454-2271

Fax: (412) 454-2477

E-mail: svanoss@wesco.com

SUBMITTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

September 28, 2007

Perry J. Hindin, Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

    RE:

    WESCO International, Inc.

Definitive 14A

Filed April 18, 2007

File No. 001-14989

Dear Mr. Hindin:

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the
comments of the Staff of the Securities and Exchange Commission communicated by letter dated August
21, 2007, with respect to WESCO’s 2007 Definitive 14A Proxy Statement. These responses have been
prepared in accordance with your discussions with Marcy Smorey-Giger, Corporate Counsel and
Secretary, and Timothy Hibbard, Corporate Controller, on or about August 23, 2007.

This response is submitted timely in accordance with the ten-day extension, until October 1, 2007,
granted by you to WESCO via a telephone conversation with Ms. Smorey-Giger on September 18, 2007,
and as confirmed via written correspondence dated September 18, 2007.

TRANSACTIONS WITH RELATED PERSONS — PAGE 14

Comment No. 1:

Please include a statement of whether or not your policies for review, approval, or ratification of
related persons transactions is in writing and, if not, how such policies are evidenced. Refer to
Item 404 of Regulation S-K.

Response:

WESCO has written policies for review, approval or ratification of related persons transactions and
will include a statement as such in our 2008 Proxy Statement.

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

Perry J. Hindin

September 28, 2007

Page 2 of 7

COMPENSATION DISCUSSION AND ANALYSIS — PAGE 15

Comment No. 2:

We note your disclosure regarding the compensation consultant’s recommended peer group as well as
the second group of companies monitored by you and the board of directors. Disclose whether the
compensation committee assigns a greater weight to one group over the other in its consideration of
compensation and benefit levels and incentive plan designs. If you have benchmarked different
elements of your compensation against different benchmarking groups, please identify the companies
that comprise each group.

Response:

For 2006, WESCO’s Compensation Committee assigned a greater weight to our consultant’s peer group
and a statement to that effect will be included in the Company’s 2008 Proxy Statement, if
applicable for 2007 compensation. Different elements of compensation were not benchmarked against
different groups.

Comment No. 3:

In connection with your discussion of base salaries and stock based awards, you provide some
description of how company performance affects compensation levels, but little discussion of
individual performance, even though your disclosure suggests it is a factor in determining
compensation. For example, you state that during 2006, the compensation committee recommended an
increase in base salary for Messrs. Engel, Van Oss and Mr. Thimjon in accordance with among other
factors, individual performances. You also state that with respect to all of the named executive
officers other than himself, the chief executive officer makes grant recommendations to the
compensation committee based on, among other factors, an individual executive’s performance.
Please provide additional detail and an analysis of how individual performance contributed to
actual 2006 compensation for the named executive officers. See Item 402(b)(2)(vii) of Regulation
S-K.

Response:

We will include additional detail and an analysis of how named executive officers’ performance
contributed to actual compensation in WESCO’s 2008 Proxy Statement.

ANNUAL CASH INCENTIVE BONUS AWARDS — PAGE 17

Comment No. 4:

Disclose the various performance criteria, financial and operational targets used in awarding the
annual cash incentive bonus awards, value acceleration awards and discretionary company
contributions to retirement savings discussed on pages 17 and 19 for your 2006 fiscal year. To the extent you believe disclosure of these targets is not
required because it would result in competitive harm such that you may omit this information under
Instruction 4 to Item 402(b) of Regulation S-K, please provide on a

Perry J. Hindin

September 28, 2007

Page 3 of 7

supplemental basis a detailed explanation for such conclusion. Disclose how difficult it would be
for the named executive officers or how likely it will be for you to achieve the
undisclosed target levels or other factors. General statements regarding the level of difficulty
or ease associated with achieving performance goals are not sufficient. In discussing how
difficult it will be for an executive or how likely it will be for you to achieve the target levels
or other factors, please provide as much detail as necessary without providing information that
would result in competitive harm. Please provide analysis of the factors considered by the
compensation committee prior to the awarding of the annual cash incentive bonus awards, value
acceleration awards and discretionary company contributions and not merely rely on statements such
as those on page 17 that the awards granted for 2006 “reflect financial and operational
achievements, which significantly exceeded targeted performance.”

Response:

WESCO will include disclosure in our 2008 Proxy Statement which describes the performance criteria
and related targets used in awarding each of the named executive officer’s awards for the annual
cash incentive bonus, value acceleration program (VAP) and discretionary Company contributions to
the retirement savings plan. WESCO also will include an analysis of the factors considered prior
to making such awards.

Comment No. 5:

You state that the compensation committee has discretion and authority to increase or decrease
actual incentive awards given in any year to reflect specific circumstances and performance.
Clarify, if true, that this discretion was exercised to increase each named executive officer’s
2006 annual cash incentive bonus above the assigned range for each individual described in the
first paragraph of page 17 and quantify the actual award as a percentage basis of base salary. For
example, we note that you awarded Mr. Van Oss a cash bonus award of more than 120% of his salary,
even though his bonus range was set at 50-100%.

Response:

During 2006, the Compensation Committee did not exercise discretion resulting in an increase in
actual annual cash incentive bonus awards. In reference to Mr. Van Oss’ cash incentive bonus
award, his award was within the allocated 50-100% range. Mr. Van Oss’ base salary was $495,000 at
year-end. The $575,000 bonus described in the summary compensation table includes the $80,000
one-time VAP payment. The actual annual cash incentive award for 2006 was $495,000 or 100% of Mr.
Van Oss’ base salary.

Perry J. Hindin

September 28, 2007

Page 4 of 7

Comment No. 6:

You state that cash bonus incentive awards granted for 2006 performance reflect financial and
operational achievements, which significantly exceeded targeted performance levels. You also state
that the 2006 value acceleration program had a potential maximum incentive payout of $2.8 million
of which a payout of $2.2 million was made. In each case, you provide little, if any, analysis as
to how actual cash incentive compensation was determined. Discuss in greater detail the various
factors considered and how you determined such awards for 2006 and, to the extent known, the
targets for 2007. See Item 402(b)(1)(v) of Regulation S-K.

Response:

WESCO will include information in our 2008 Proxy Statement that clarifies the performance criteria
and achievement against these criteria which forms the basis for determining cash bonus incentive
compensation and the value acceleration program (VAP) awards for the named executive officers.

Comment No. 7:

You state that annual incentives are designed to provide compensation that approximates market
median awards for achieving planned performance and to provide increased incentive awards for
exceptional performance. Disclose the percentile of market represented by the actual annual
incentive compensation paid for your 2006 fiscal year.

Response:

To the extent applicable, WESCO will include in the 2008 Proxy Statement disclosure of the market
median/percent represented by the actual annual incentive compensation paid for the named executive
officers.

STOCK BASED AWARDS — PAGE 18

Comment No. 8:

Discuss the basis for allocating compensation between time-based and financial performance-based
awards. See Item 402(b)(2)(iii) of Regulation S-K.

Response:

WESCO’s most recent grant of financial performance-based awards was made in 2004. Currently, it is
the Company’s policy to grant only time-based awards to the named executive officers. WESCO will
include a statement in our 2008 Proxy Statement stating the same.

Perry J. Hindin

September 28, 2007

Page 5 of 7

SEVERANCE OR CHANGE IN CONTROL AGREEMENTS — PAGE 20

Comment No. 9:

You state that the definition of “good reason” in Mr. Haley’s employment agreement is modified to
include certain additional events. Describe these additional events. You also state that the
agreements with Messrs. Haley, Engel and Van Oss contain customary covenants regarding
nondisclosure of confidential information and non-competition and non-solicitation restrictions.
Disclose the duration of such provisions and if applicable, discuss any provisions regarding waiver
of breach of such covenants. See Item 402(j)(4) of Regulation S-K.

Response:

In the Company’s 2008 Proxy Statement, we will include a definition of the “good reason” clause in
Mr. Haley’s Employment Agreement and clarify the additional benefits available as a result of a
“good reason” termination following a change in control. We will also include information as to
the duration of provisions regarding nondisclosure of confidential information, non-competition and
non-solicitation restrictions. There are no waiver of breach provisions included in the Employment
Agreements with Messrs. Haley, Engel and Van Oss.

SUMMARY COMPENSATION TABLE — PAGE 26

Comment No. 10:

The Compensation Discussion and Analysis should be sufficiently precise to identify material
differences in compensation policies with respect to individual named executive officers. Refer to
Section II.B.1 of Commission Release No. 33-8732A. We note the disparity between your chief
executive officer’s compensation and that of the other named executive officers. For example, we
refer you to the salary, bonus, option awards and other compensation granted to your chief
executive officer and the larger potential cash bonus payable to him as compared to the same
elements of compensation paid to your other named executive officers. We also note that the table
on page 32 appears to indicate that only your chief executive officer is entitled to the payment of
prorated annual incentive compensation upon voluntary termination. Please provide a more detailed
discussion of how and why your chief executive officer’s compensation differs from that of the
other named executive officers.

Response:

Within the Compensation Discussion and Analysis of the 2008 Proxy Statement, WESCO will continue to
identify material differences in compensation policies with respect to each named executive
officer, particularly the Chief Executive Officer and the rationale for these differences.

Perry J. Hindin

September 28, 2007

Page 6 of 7

ALL OTHER COMPENSATION FOR 2006 — PAGE 26

Comment No. 11:

You state on page 19 that a discretionary company contribution was made in 2006 based on
Compensation Committee established performance criteria. Disclose how much of the $179,751 of
payments relating to Mr. Haley’s retirement savings plan was attributable to the discretionary
company contributions described in footnote 3(b) to this table and what factors the company
considered in determining such amount.

Response:

WESCO will include a footnote to the All Other Compensation table in our 2008 Proxy Statement
specifying how much of the named executive officers’ total retirement savings plan payments are
attributable to the Company’s discretionary retirement savings plan contributions and the related
determining factors.

NON-QUALIFIED DEFERRED COMPENSATION — PAGE 27

Comment No. 12:

We note the disclosure in footnote (3), which briefly discusses the method by which investment
earnings are calculated and the investment vehicles that are available to participating executives.
Please consider paragraph (i)(3)(ii) of Item 402 of Regulation S-K when drafting appropriate
corresponding disclosure, which requires quantification of interest rates and other earnings
measures applicable during the last fiscal year.

Response:

WESCO will include a statement in our 2008 Proxy Statement that quantifies the range of performance
and other earnings measures applicable to the deferred compensation investment vehicles that are
chosen by the named executive officers during the previous year.

OPTION EXERCISES AND STOCK VESTED — PAGE 31

Comment No. 13:

In the Compensation Discussion and Analysis, please describe the impact on the committee’s
decisions regarding Mr. Haley’s compensation in light of the fact that he realized $11,137,500 upon
the exercise of stock options in 2006. For example, discuss the impact these realized amounts had
or will have on compensation policies or specific awards relating to Mr. Haley, including how these
types of gains will be considered in setting future retirement benefits. See Item 402(b)(2)(x) of
Regulation S-K. Please provide similar disclosure for Mr. Goodwin.

Perry J. Hindin

September 28, 2007

Page 7 of 7

Response:

In the 2008 Proxy Statement Compensation Discussion and Analysis, WESCO will include a statement as
to the impact, if any, on the Compensation Committee’s decisions regarding Mr. Haley’s compensation
considering any income associated with the exercise of stock options during the previous year.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •

    Staff comments or changes to disclosure in response to comments do not foreclose the
Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Please contact me at (412) 454-2271 or Marcy Smorey-Giger at (412) 454-2222 if you have further
questions or need additional information.

Sincerely,

/s/ Stephen A. Van Oss

Stephen A. Van Oss

    cc:

    Roy W. Haley, Chairman and Chief Executive Officer

Timothy A. Hibbard, Corporate Controller

Marcy Smorey-Giger, Corporate Counsel and Secretary

August 21, 2007
 Mail Stop 6010
By U.S. Mail and facsimile to (412) 454-2550

Roy W. Haley  Chairman and Chief Executive Officer Wesco International, Inc. 225 West Station Square Drive, Suite 700      Pittsburgh, Pennsylvania 15219
Re:  Wesco International, Inc.  Definitive 14A   Filed April 18, 2007
File No. 001-14989
 Dear Mr. Haley:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 2  Transactions With Related Persons, page 14

 1. Please include a statement of whether or not your policies for review, approval, or
ratification of related person transacti ons are in writing and, if not, how such
policies are evidenced.  Refer to  Item 404 of Regulation S-K.
 Compensation Discussion and Analysis, page 15

 2. We note your disclosure regarding the compensation consultant’s recommended
peer group as well as the second group of companies monitored by you and the
board of directors.  Disclose whether the compensation committee assigns a greater weight to one group over the othe r in its consideration of compensation
and benefit levels and incen tive plan designs.  If you ha ve benchmarked different
elements of your compensation agains t different benchmarking groups, please
identify the companies that comprise each group.
 3. In connection with your discussion of ba se salaries and stock based awards, you
provide some description of how company performance affects compensation levels, but little discussion of indi vidual performance, even though your
disclosure suggests it is a factor in determining compensation.  For example, you
state that during 2006, the compensation committee recommended an increase in
base salary for Messrs. Engel, Van Oss and Mr. Thimjon in accordance with, among other factors, individual performances.  You also state that with respect to
all of the named executive officers other th an himself, the chief executive officer
makes grant recommendations to the compensation committee based on, among other factors, an individual executive’s performance.  Please provide additional
detail and an analysis of how individu al performance contributed to actual 2006
compensation for the named executive o fficers.  See Item 402(b)(2)(vii) of
Regulation S-K.

Annual Cash Incentive Bonus Awards, page 17

4. Disclose the various performance criteria, financial and operational targets used in
awarding the annual cash incentive bonus awards, value acceleration awards and
discretionary company contributions to retirement savings discussed on pages 17
and 19 for your 2006 fiscal year.  To the ex tent you believe disclosure of these
targets is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a de tailed explanation for such conclusion.
Disclose how difficult it would be for th e named executive officers or how likely
it will be for you to achieve the undisclosed  target levels or othe r factors.  General
statements regarding the level of difficu lty or ease associated with achieving
performance goals are not sufficient.  In discussing how difficult it will be for an
executive or how likely it will be for you to achieve the target levels or other

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 3
factors, please provide as much detail as necessary without providing information
that would result in competitive harm.  Please provide analysis of the factors considered by the compensation committee prior to the awarding of the annual cash incentive bonus awards, value accel eration awards and discretionary
company contributions and not merely rely  on statements such as those on page
17 that the awards granted for 2006 “r eflect financial and operational
achievements, which significantly exceeded targeted performance.”
 5. You state that the compensation comm ittee has discretion and authority to
increase or decrease actual incentive awar ds given in any year to reflect specific
circumstances and performance.  Clarify, if  true, that this di scretion was exercised
to increase each named executive o fficer’s 2006 annual cas h incentive bonus
above the assigned range for each individua l described in the first paragraph of
page 17 and quantify the actual award as a percentage basis of base salary.  For
example, we note that you awarded Mr. Va n Oss a cash bonus award of more than
120% of his salary even though his bonus range was set at 50-100%.
 6. You state that cash bonus in centive awards granted for 2006 performance reflect
financial and operational achievements, which significantly exceeded targeted
performance levels.  You also state th at the 2006 value acceleration program had
a potential maximum incentive payout of $2.8 million of which a payout of
$2.2 million was made.  In each case, you provide  little, if any, analysis as to how
actual cash incentive compensation was determ ined.  Discuss in greater detail the
various factors considered and how you de termined such awards for 2006 and, to
the extent known, the targets for 2007.  See Item 402(b)(1)(v) of Regulation S-K.
 7. You state that annual incentives are designed to provide compensation that
approximates market median awards for achieving planned performance and to
provide increased incentive awards for exceptional performance.  Disclose the
percentile of market represented by the actual annual incentive compensation paid
for your 2006 fiscal year.

Stock Based Awards, page 18

8. Discuss the basis for allocating compen sation between time-based and financial
performance-based awards.  See Item 402(b)(2)(iii) of Regulation S-K.

Severance or Change in Control Agreements, page 20

9. You state that the definition of “good reason” in Mr. Haley’s employment
agreement is modified to include certain additional events.  Describe these additional events.  You also state that the agreements with Messrs. Haley, Engel and Van Oss contain customary covenants regarding nondisclosure of confidential
information and non-competition and non-soli citation restrictions.  Disclose the

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 4
duration of such provisions and if appli cable, discuss any provisions regarding
waiver of breach of such covenants.  See Item 402(j)(4) of Regulation S-K.

Summary Compensation Table, page 26

10. The Compensation Discussion and Analysis  should be sufficiently precise to
identify material differences in compen sation policies with respect to individual
named executive officers.  Refer to S ection II.B.1. of Co mmission Release No.
33-8732A.  We note the disparity between your chief executive officer’s compensation and that of the other named executive officers.  For example, we refer you to the salary, bonus, option awar ds and other compensation granted to
your chief executive officer and the larger potential cash bonus payable to him as compared to the same elements of compensation paid to your other named
executive officers.  We also note that the table on page 32 appear s to indicate that
only your chief executive officer is entitled to the payment of prorated annual incentive compensation upon voluntary te rmination.  Please provide a more
detailed discussion of how and why your  chief executive officer’s compensation
differs from that of the other named executive officers.

All Other Compensation for 2006, page 26

11. You state on page 19 that a discretiona ry company contribution was made in 2006
based on Compensation Committee established performance criteria.  Disclose
how much of the $179,751 of pa yments relating to Mr. Haley’s retirement savings
plan was attributable to the discretionary company c ontributions described in
footnote 3(b) to this table and what  factors the company considered in
determining such amount.

Non-Qualified Deferred Compensation, page 27

12. We note the disclosure in  footnote (3), which briefly discusses the method by
which investment earnings are calculated and the investment vehicles that are
available to participating executives.  Pleas e consider paragraph (i)(3)(ii) of Item
402 of Regulation S-K when drafting appropriate corres ponding disclosure, which
requires quantification of interest rates and other earnings measures applicable
during the last fiscal year.

Option Exercises and Stock Vested, page 31

13. In the Compensation Discussion and Analysis, please describe the impact on the
committee’s decisions regarding Mr. Haley’ s compensation in light of the fact
that he realized $11,137,500 upon the exerci se of stock options in 2006.  For
example, discuss the impact these re alized amounts had or will have on
compensation policies or specific awards  relating to Mr. Ha ley, including how

Roy W. Haley
Wesco International, Inc. August 21, 2007 Page 5
these types of gains will be considered in setting future retirement benefits.  See
Item 402(b)(2)(x) of Regulation S-K.  Please provide similar disclosure for Mr. Goodwin.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3444 with any questions.

Sincerely,   Perry J. Hindin Special Counsel

CORRESP
1
filename1.htm

WESCO International, Inc.   Corresp

    Stephen A. Van Oss

Senior Vice President and Chief

Financial and Administrative Officer

Phone: (412) 454-2271

Fax: (412) 454-2477

E-mail: svanoss@wesco.com

SUBMITTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

September 18, 2007

Perry J. Hindin, Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

    RE:

    WESCO International, Inc.

Definitive 14A

Filed April 18, 2007

File No. 001-14989

Dear Mr. Hindin:

This letter confirms today’s conversation between you and Marcy Smorey-Giger in which you agreed to
grant WESCO International, Inc. a ten day extension to file WESCO’s responses to the comments of
the Staff of the Securities and Exchange Commission communicated by letter dated August 21, 2007,
with respect to WESCO’s 2007 Definitive 14A Proxy Statement. The extra time for WESCO to submit
its responses will allow an opportunity for consideration by WESCO’s Board of Directors and
Committees.

Accordingly, WESCO’s responses will be submitted on or before October 1, 2007.

Please contact me at (412) 454-2271 or Marcy Smorey-Giger at (412) 454-2222 should you have any
questions or concerns.

Sincerely,

/s/ Stephen A. Van Oss

Stephen A. Van Oss

    cc:

    Roy W. Haley, Chairman and Chief Executive Officer

Timothy A. Hibbard, Corporate Controller

Marcy Smorey-Giger, Corporate Counsel and Secretary

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

CORRESP
1
filename1.htm

corresp

[WESCO letterhead]

June 1, 2006

VIA FACSIMILE: (202) 772-9218

CONFIRMATION COPY VIA FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3628

    Attention:

    Jay Mumford

Division of Corporation Finance

    Re:

    WESCO International, Inc.

WESCO Distribution, Inc.

Registration Statement on Form S-4 (No. 333-133422)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), WESCO International, Inc. and WESCO Distribution, Inc. (collectively, the “Registrants”)
hereby respectfully request that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective under the Securities Act at 9:00 a.m.,
Eastern Standard Time, on Tuesday, June 6, 2006, or as soon as practicable thereafter.

     Additionally, the Registrants hereby acknowledge the following:

    (i)

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    (ii)

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the registrants from
their full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

Securities and Exchange Commission

Division of Corporate Finance

June 1, 2006

Page 2

    (iii)

    The Registrants may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

    Very truly yours,

    /s/ Daniel A. Brailer,

    on behalf of the Registrants

cc: Michael C. McLean, Esq.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							December 2, 2004

Stephen A. Van Oss
Senior Vice President and Chief Financial and Administrative
Officer
WESCO International, Inc.
255 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219

Re:	WESCO International, Inc.
		WESCO Distribution, Inc.
      Amendment No. 1 to Registration Statement on Form S-3
      Filed November 29, 2004
		File No. 333-119909

Dear Mr. Van Oss:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

 Description of Capital Securities - Page 17
1. We note your revisions in response to comments 4 and 5, such as
removing purchase contracts and purchase units from registration.
However, the descriptions of common stock, preferred stock,
warrants,
and depository shares that you may issue continue to refer to the
possibility that such securities may be issued as part of units.
Please revise your disclosure accordingly.

Selling Stockholders - Page 23
2. Identify the individuals who have or share voting and/or
investment control of the shares held by the entities identified
in
the table and note (1).

Exhibit 5.1
3. We note that the number of secondary shares upon which counsel
is
opining differs from the amount of shares offered by the selling
stockholders, as indicated in the fee table and selling
stockholder
table.  Please revise the opinion accordingly.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-1880 with any other questions.

Sincerely,

							Peggy A. Fisher
      Assistant Director

cc (via fax):	Michael C. McLean, Esq.

??

??

??

??

WESCO International, Inc.
WESCO Distribution, Inc.
December 2, 2004
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ACCELLERATION REQUEST

[WESCO letterhead]

December 3, 2004

VIA FACSIMILE: (202) 942-9585

CONFIRMATION COPY VIA FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, D.C. 20549

    Attention:

    Mary Beth Breslin

    Division of Corporation Finance

    Re:

    WESCO International, Inc.

    Registration Statement on Form S-3 (No. 333-119909)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

     Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), WESCO International, Inc. and WESCO Distribution, Inc. (collectively, the “Registrants”)
hereby respectfully request that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective under the Securities Act at 5:00 p.m.,
Eastern Standard Time, on Monday, December 6, 2004, or as soon as practicable thereafter.

     Additionally, the Registrants hereby acknowledge the following:

    (i)

    Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    (ii)

    The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Securities and Exchange Commission

Division of Corporation Finance

December 3, 2004

Page 2

    (iii)

    The company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Very truly yours,

    /s/ Stephen A. Van Oss

    Stephen A. Van Oss

on behalf of the Registrants

    cc: Michael C. McLean, Esq.