As filed with the Securities and Exchange Commission on February 7, 2020

Registration No. 333-      

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

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WESCO INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(412) 454-2200
(Address, including Zip Code, and Telephone Number, including
Area Code, of Registrant’s Principal Executive Offices)

Diane E. Lazzaris
Senior Vice President and General Counsel
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(412) 454-2200
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this registration statement is declared effective and upon completion of the merger described in the proxy statement/prospectus contained herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

PRELIMINARY PROXY STATEMENT/PROSPECTUS, SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2020

ANIXTER INTERNATIONAL INC.

2301 Patriot Boulevard
Glenview, Illinois 60026

[      ]

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Anixter International Inc., a Delaware corporation (“Anixter”), to be held on [      ], at [      ] a.m./p.m. Central Time at [      ] (including any adjournments or postponements thereof, the “special meeting”). The purpose of the special meeting is to consider and vote on proposals relating to the proposed acquisition of Anixter by WESCO International, Inc., a Delaware corporation (“WESCO”). Regardless of whether you plan to attend the special meeting, you are encouraged to vote your shares by mail, by telephone or through the Internet following the procedures outlined below.

On January 10, 2020, Anixter entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “merger agreement”) with WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Anixter (the “merger”), with Anixter surviving the merger as a wholly owned subsidiary of WESCO. At the special meeting, Anixter will ask you to adopt the merger agreement.

If the merger contemplated by the merger agreement is completed, you will be entitled to receive for each share of Anixter common stock (i) $70.00 in cash, without interest, subject to adjustment pursuant to the terms of the merger agreement as further described below (the “cash consideration”), (ii) 0.2397 shares of WESCO common stock, subject to adjustment pursuant to the terms of the merger agreement as further described below (the “common stock consideration”), and (iii) 0.6356 depositary shares (the “depositary shares”), each representing a 1/1,000th interest in a share of newly issued WESCO Series A fixed-rate reset cumulative perpetual WESCO preferred stock, $25,000 stated amount per whole preferred share (the “WESCO Series A preferred stock”), subject to adjustment pursuant to the terms of the merger agreement as further described below (the “preferred stock consideration” and together with the common stock consideration, the “stock consideration”, and the stock consideration together with the cash consideration, the “merger consideration”), in each case, less any applicable withholding taxes. Each Anixter stockholder who would otherwise have been entitled to receive a fractional share of WESCO common stock or a fractional depositary share in the merger will instead receive a cash payment in lieu of such fractional share.

Based on the closing price of WESCO common stock on January 10, 2020, the last full trading day before the public announcement of the merger, and the liquidation preference of the WESCO Series A preferred stock underlying the preferred stock consideration, and giving effect to the downside protection described below, the implied value of the per share merger consideration is $100.00. Based on the closing price of WESCO common stock on January 31, 2020, the most recent practicable date prior to the date of this proxy statement/prospectus, and the liquidation preference of the preferred stock consideration, the per share value of Anixter common stock implied by the per share merger consideration is $100.00.

The merger agreement provides for downside protection for the value of WESCO common stock, such that if the volume-weighted average trading price of WESCO common stock on the New York Stock Exchange (the “NYSE”) during a specified period prior to closing is less than $58.88, the closing price of WESCO common stock on the NYSE on January 2, 2020, but greater than $47.10, the amount of the cash consideration will be increased to offset the decline in the value of the common stock consideration below $58.88, up to a maximum cash increase of $2.82 per share of Anixter common stock. If the average WESCO stock price is less than $47.10, the amount of the cash consideration will be increased by $2.82. We refer to the adjustment to the cash consideration described above as the “downside protection.”

The merger agreement also provides that WESCO may elect to substitute additional cash consideration to reduce the preferred stock consideration on a dollar-for-dollar basis (valuing the preferred stock consideration for this purpose based on the value of the liquidation preference of the underlying WESCO Series A preferred stock). WESCO may not, however, reduce the preferred stock consideration if the aggregate face amount of the preferred stock consideration issued would be less than $100 million, unless the preferred stock consideration issued is reduced to zero. As of the date of this proxy statement/prospectus, WESCO has not made any determination to reduce the amount of the preferred stock consideration.

The proxy statement/prospectus accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to read carefully the accompanying proxy statement/prospectus and the copy of the merger agreement attached as Annex A to the accompanying proxy statement/prospectus.

The board of directors of Anixter (the “Anixter Board”) carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Anixter Board (i) adopted and declared advisable the merger agreement and the merger and the consummation by Anixter of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by Anixter of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of Anixter and its stockholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of Anixter’s stockholders and (v) recommended that Anixter’s stockholders vote for the adoption of the merger agreement. Accordingly, the Anixter Board unanimously recommends you vote “FOR” the proposal to adopt the merger agreement.

Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful consideration of, and vote on, the proposal to adopt the merger agreement is important, and you are encouraged to vote promptly. The merger cannot be completed unless the merger agreement is adopted by stockholders holding a majority of the outstanding shares of Anixter’s common stock entitled to vote on such matter. The failure to vote will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

After reading the accompanying proxy statement/prospectus, please make sure to vote your shares promptly by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope or by voting by telephone or through the Internet by following the instructions on the accompanying proxy card. If you hold shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares.

Thank you in advance for your continued support and your consideration of this matter.

Samuel Zell
Chairman

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger or the other transactions contemplated by the merger agreement, passed upon the merits or fairness of the merger or the other transactions contemplated by the merger agreement or passed upon the adequacy or accuracy of the disclosure in this letter or the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying notice of special meeting of stockholders and proxy statement/prospectus are dated [      ] and are first being mailed to Anixter’s stockholders on or about [      ].

ANIXTER INTERNATIONAL INC.

2301 Patriot Boulevard
Glenview, Illinois 60026

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [       ]

To the Stockholders of Anixter International Inc.:

A special meeting of Anixter stockholders will be held on [       ], at [       ] a.m./p.m. Central Time at [       ], for the following purposes:

Stockholders of record at the close of business on [       ] are entitled to notice of, and to vote at, the special meeting. A list of Anixter stockholders entitled to vote at the special meeting will be available for examination by any Anixter stockholder at the special meeting. At least ten days prior to the date of the special meeting, this stockholder list will be available for inspection by Anixter stockholders for any purpose germane to the special meeting during ordinary business hours at Anixter’s principal executive offices located at 2301 Patriot Boulevard, Glenview, Illinois 60026.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement/prospectus and the copy of the merger agreement attached as Annex A to the accompanying proxy statement/prospectus.

The Anixter Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. By a unanimous vote, the Anixter Board (i) adopted and declared advisable the merger agreement and the merger and the consummation by Anixter of the transactions contemplated by the merger agreement, including the merger, (ii) authorized and approved the execution, delivery and performance of the merger agreement and the consummation by Anixter of the transactions contemplated by the merger agreement, including the merger, (iii) determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of Anixter and its stockholders, (iv) directed that a proposal to adopt the merger agreement be submitted to a vote at a meeting of Anixter’s stockholders and (v) recommended that Anixter’s stockholders vote for the adoption of the merger agreement.

The Anixter Board unanimously recommends that at the special meeting you vote “FOR” the proposal to adopt the merger agreement, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to Anixter’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

To assure that your shares are represented at the special meeting, regardless of whether you plan to attend the special meeting in person, please fill in your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by telephone or through the Internet. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. If you are voting by telephone or through the Internet, then your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting. If you hold your shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares. Your proxy is being solicited by the Anixter Board and the other participants named in the accompanying proxy statement/prospectus.

If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please call Anixter’s proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Toll-Free: (800) 662-5200
Email: AXE@investor.morrowsodali.com

If you fail to return your proxy, vote by telephone or through the Internet or attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

By Order of the Board of Directors

Justin C. Choi
Executive Vice President, General Counsel & Secretary

Glenview, Illinois
[      ]

Please Vote Today—Your Vote is Important

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about WESCO and Anixter from other documents that WESCO and Anixter have filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information,” beginning on page [    ]. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.

You can obtain copies of this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone at the following addresses and telephone numbers:

In addition, if you have questions about the special meeting, the merger, the proposals or this proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, need to obtain proxy cards or other information related to the proxy solicitation or need help submitting a proxy or voting your shares of Anixter common stock, you may contact Anixter’s proxy solicitor, Morrow Sodali LLC, at the address and telephone number listed below. You will not be charged for any of these documents that you request.

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Toll-Free: (800) 662-5200
Email: AXE@investor.morrowsodali.com

If you would like to request any documents, please do so by [      ], which is the date that is five business days prior to the date of the special meeting, in order to receive them before the special meeting.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration No. 333-[         ]) filed with the SEC by WESCO, constitutes a prospectus of WESCO under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of WESCO common stock, the depositary shares, each representing a 1/1,000th interest in the WESCO Series A preferred stock to be issued to Anixter stockholders pursuant to the merger agreement, and the shares of WESCO Series A preferred stock to be issued to the depositary pursuant to the merger. This proxy statement/prospectus also constitutes a proxy statement of Anixter under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a notice of meeting with respect to the special meeting of Anixter stockholders.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [         ], and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of such information.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding WESCO has been provided by WESCO, and information contained in this proxy statement/prospectus regarding Anixter has been provided by Anixter.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting and the merger. These questions and answers do not address all questions that may be important to you as an Anixter stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, the Annexes to this proxy statement/prospectus and the documents referred to in this proxy statement/prospectus.

designations for the WESCO Series A preferred stock is attached as Annex B to this proxy statement/prospectus. Anixter stockholders are encouraged to read these descriptions and any other documents referred to or incorporated by reference therein. Generally, subject to consummation of the merger and WESCO’s right to reduce the preferred stock consideration pursuant to the terms of the merger agreement and as described above, Anixter stockholders will receive depositary shares, evidenced by depositary receipts, each representing a fractional interest in a share of newly issued WESCO Series A preferred stock, $25,000 stated amount per whole preferred share.

Subject to the consummation of the merger and WESCO’s right to reduce the preferred stock consideration pursuant to the terms of the merger agreement and as described above, WESCO will deposit the underlying shares of the WESCO Series A preferred stock with a depositary (the “depositary”) pursuant to a deposit agreement among (i) WESCO, (ii) Computershare Trust Company, N.A., and Computershare Inc., acting jointly as the depositary, and (iii) the holders from time to time of the depositary receipts evidencing the depositary shares (the “deposit agreement”). Subject to the terms of the deposit agreement, each depositary share, evidenced by a depositary receipt, will entitle the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the WESCO Series A preferred stock represented thereby (including any dividend, liquidation, redemption and voting rights).

The WESCO Series A preferred stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon WESCO’s liquidation, dissolution or winding up, (i) senior to WESCO common stock and all classes or series of capital stock of WESCO now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the WESCO Series A preferred stock as to rights to payments of dividends and distributions of assets upon WESCO’s voluntary or involuntary liquidation, dissolution or winding up (collectively, the “junior stock”), (ii) on parity with any class or series of capital stock of WESCO established after the date of first issuance of the WESCO Series A preferred stock (the “original issue date”) that is expressly designated as ranking on parity with the WESCO Series A preferred stock as to rights to payments of dividends and distributions of assets upon WESCO’s voluntary or involuntary liquidation, dissolution or winding up (the “parity stock”), and (iii) junior to any class or series of capital stock of WESCO established after the original issue date that is expressly designated as ranking senior to the WESCO Series A preferred stock as to rights to payments of dividends and distributions of assets upon WESCO’s voluntary or involuntary liquidation, dissolution or winding up (the “senior stock”), and all indebtedness and other liabilities of WESCO.

Holders of the WESCO Series A preferred stock, and in turn, holders of the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, acting through the depositary, will have limited voting rights, including the right to elect two directors to the board of directors of WESCO (the “WESCO Board”) in the event dividends on the WESCO Series A preferred stock remain unpaid for the equivalent of six or more full quarterly dividend periods.

As of the date of this proxy statement/prospectus, the initial dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, has not yet been determined and will not be fixed until the date of issuance of the WESCO Series A preferred stock. The initial annual dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, will be set to equal (i) if no bridge loans have been incurred under the unsecured bridge facility, the yield to maturity using the issue price for the longest duration unsecured notes (the “unsecured notes”) to be issued to effect the merger or (ii) if any bridge loans have been incurred under the unsecured bridge facility, the highest yield to maturity using the issue price of such debt, plus a spread of 325 basis points, based on the $25,000 liquidation preference per whole share of WESCO Series A preferred stock. This initial annual dividend rate will apply from the original issue date to, but excluding, the fifth year anniversary of the original issue date (the “first call date”). The annual dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, will reset on the first call date and, thereafter, on the date falling on the fifth anniversary of the preceding reset date (each such date, including the first call date, a “reset date”), to the five-year U.S. Treasury rate (as defined in the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ]) as of the most recent reset date plus a spread set on the reset date to approximate the risk premium on the original issue date.

WESCO may redeem the WESCO Series A preferred stock (i) in whole or in part on each reset date, (ii) in whole but not in part following a ratings event (as defined in the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ]), and (iii) in whole or in part upon the occurrence of a WESCO change of control (as defined in the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ]). If WESCO redeems the WESCO Series A preferred stock the depositary will redeem a proportionate number of depositary shares. In the event that WESCO does not exercise its change-of-control redemption right and the WESCO change of control involves the issuance of additional shares of WESCO common stock or other WESCO change of control transaction, in each case, approved by holders of WESCO common stock, holders of the WESCO Series A preferred stock may elect to convert some or all of their WESCO Series A preferred stock into a number of shares of WESCO common stock calculated in the manner described in the section entitled “Description of WESCO Series A Preferred Stock—Conversion Rights,” beginning on page [  ]. In addition, no depositary shares representing an interest in WESCO Series A preferred stock may be redeemed by WESCO if, following such redemption, less than $100 million of liquidation preference of the WESCO Series A preferred stock would remain outstanding.

However, if any such Anixter option has an exercise price per share of Anixter common stock that is greater than or equal to the merger consideration value, such Anixter option will be canceled in exchange for no consideration.

For additional information regarding the treatment of outstanding Anixter equity awards, see the section entitled “The Merger Agreement—Treatment of Anixter Equity Awards,” beginning on page [ ].

time of the merger, each then-outstanding restricted stock unit award with respect to shares of Anixter common stock granted under an Anixter stock plan (whether subject to time-based vesting criteria, performance-based vesting criteria or any combination thereof) (a “restricted stock unit”) (other than restricted stock units granted between the signing of the merger agreement and the effective time) will be fully vested (to the extent not already vested, and, for performance-based restricted stock units, in accordance with the terms of the applicable award agreement) and canceled and each holder of any such canceled restricted stock units will be entitled to receive a cash payment of an amount equal to the sum of (i) the product of (A) the total number of shares of Anixter common stock subject to such canceled restricted stock units and (B) the merger consideration value, plus (ii) any accrued but unpaid dividends payable to the holder of such restricted stock units, including all accrued but unpaid interest thereon. Vesting in the case of any restricted stock units subject to performance-based vesting criteria will be determined in accordance with the terms of the applicable award agreement (which is generally expected to result in vesting based on actual performance for units subject to performance periods that have ended prior to the effective time of the merger, and vesting at the target level for units subject to performance periods that were not scheduled to end prior to the effective time of the merger).

Each restricted stock unit granted between the signing of the merger agreement and the effective time and that remains outstanding at the effective time will, at the effective time, be converted into a cash-settled WESCO award using a conversion formula that preserves the economic value of the award as of immediately before the conversion (i.e., the converted award will generally have a value equal to the value of the shares of Anixter common stock subject to such restricted stock unit award immediately prior to the effective time). The converted award will otherwise have the same terms and conditions that applied to the restricted stock unit award immediately prior to the effective time.

For additional information regarding the treatment of outstanding Anixter equity awards, see the section entitled “The Merger Agreement—Treatment of Anixter Equity Awards,” beginning on page [ ].

The approval of the non-binding compensation advisory proposal requires the affirmative vote of holders of a majority of the shares of Anixter common stock present in person or represented by proxy at the special meeting entitled to vote on such matter. Although the Anixter Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on Anixter or WESCO or any of their respective subsidiaries, and, if the merger agreement is adopted by Anixter stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to Anixter’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if this proposal is not approved. An abstention from voting will have the same effect as a vote “AGAINST” the proposal.

The approval of the proposal to adjourn the special meeting if necessary or appropriate requires the affirmative vote of holders of a majority of the shares of Anixter common stock present in person or represented by proxy at the special meeting entitled to vote on such matter. In addition, even if a quorum is not present at the special meeting, either the chairman of the meeting or the affirmative vote of holders of a majority of the shares of Anixter common stock present in person or represented by proxy at the special meeting entitled to vote on such matter may adjourn the meeting to another place, date or time. In each case, an abstention from voting will have the same effect as a vote “AGAINST” the proposal.

Anixter may not recess or postpone the special meeting, and may not change the record date, except (x) upon WESCO’s prior written request, or (y) with respect to any recess or postponement, (i) to the extent necessary, in the good-faith judgment of the Anixter Board (following consultation with Anixter’s advisors, including legal counsel, and with WESCO), (A) to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to Anixter stockholders a reasonable amount of time in advance of the special meeting or (B) if as of the time for which the special meeting is originally scheduled there are insufficient shares of Anixter common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting or to the extent that at such time Anixter has not received proxies sufficient to allow the receipt of Anixter stockholder approval at the special meeting or (ii) to the extent required by applicable law.

For a discussion of the factors that the Anixter Board considered in determining to recommend the adoption of the merger agreement, see the section entitled “The Merger—Anixter’s Reasons for the Merger; Recommendations of the Anixter Board,” beginning on page [ ]. In addition, in considering the recommendation of the Anixter Board with respect to the merger agreement, you should be aware that some of Anixter’s directors and executive officers have interests that may be different from, or in addition to, the interests of Anixter stockholders generally. For additional information, see the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page [ ].

stock covered by the voting agreement to charitable organizations, free of restrictions under the voting agreement. If these donations are made, approximately 9.0% of the outstanding shares of Anixter common stock will remain subject to the voting agreement. For additional information, see the section entitled “The Voting Agreement,” beginning on page [ ].

All shares of Anixter common stock held by Anixter stockholders that are present in person, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

If you are submitting your proxy by telephone or through the Internet, your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting.

Submitting your proxy by mail, by telephone or through the Internet will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by mail, by telephone or through the Internet even if you plan to attend the special meeting in person to ensure that your shares of Anixter common stock are represented at the special meeting.

If you return your signed and dated proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval of the non-binding compensation advisory proposal and “FOR” the approval of the proposal to adjourn the special meeting if necessary or appropriate.

If you have instructed a bank, broker, trust or other nominee to vote your shares, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

the extent permitted, waived), including the adoption of the merger agreement by Anixter stockholders and the receipt of certain regulatory approvals. For additional information, see the section entitled “The Merger Agreement—Conditions to the Merger,” beginning on page [ ].

In addition, upon termination of the merger agreement under certain circumstances, including termination by WESCO in the event of a change of recommendation by the Anixter Board or termination by Anixter to enter into a definitive agreement with respect to a superior company proposal (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitations of Superior Company Proposals,” beginning on page [ ]), Anixter would be obligated to pay WESCO a termination fee of $100 million (the “termination fee”). If either Anixter or WESCO terminate the merger agreement as a result of the failure to obtain Anixter stockholder approval, Anixter would be obligated to pay WESCO an amount equal to that required to reimburse WESCO, Merger Sub and their respective affiliates for all reasonable out-of-pocket expenses incurred in connection with the merger, up to $25 million, with such expense reimbursement creditable against any termination fee paid by Anixter to WESCO.

Upon termination of the merger agreement under specified circumstances, including the termination by either party because certain required regulatory clearances either are not obtained before the outside date (as defined in the section entitled “Summary—Conditions to the Merger,” beginning on page [ ]) or are denied, WESCO would be required to pay Anixter a reverse termination fee of $190 million (the “reverse termination fee”). WESCO would also be obligated to pay Anixter the reverse termination fee in connection with a legal restraint termination (as defined in the section entitled “Summary—Termination of the Merger Agreement,” beginning on page [ ]) if such legal restraint termination arises under certain antitrust laws.

For additional information, see the section entitled “The Merger—Consequences if the Merger is Not Completed,” beginning on page [ ].

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Toll-Free: (800) 662-5200
Email: AXE@investor.morrowsodali.com

If your shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

SUMMARY

This summary highlights certain information in this proxy statement/prospectus, but may not contain all of the information that may be important to you. You should carefully read this entire proxy statement/prospectus and the attached Annexes and the other documents to which this proxy statement/prospectus refers you for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement/prospectus incorporates by reference important business and financial information about Anixter International Inc. and WESCO International, Inc. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information.”

The Parties (see page [   ])

Anixter International Inc.

Anixter International Inc., a Delaware corporation, is a leading distributor of network and security solutions, electrical and electronic solutions, and utility power solutions. Anixter’s principal executive offices are located at 2301 Patriot Boulevard, Glenview, Illinois 60026, and Anixter’s telephone number is 224-521-8000.

WESCO International, Inc.

WESCO International, Inc., a Delaware corporation, is a leading provider of electrical, industrial, and communications maintenance, repair and operating and original equipment manufacturer products, construction materials, advanced supply chain management and logistics services. WESCO’s principal executive office is located at 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219, and its telephone number is 412-454-2200.

Warrior Merger Sub, Inc.

Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), was formed on December 12, 2019 expressly for the purpose of the merger and the other transactions contemplated by the merger agreement and conducts no other business. Upon completion of the merger, Merger Sub will merge with and into Anixter, with Anixter surviving, and Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219, and its telephone number is 412-454-2200.

The Merger (see page [   ])

On January 10, 2020, Anixter, WESCO and Merger Sub entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “merger agreement”). On the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into Anixter (the “merger”), with Anixter surviving the merger (the “surviving corporation”) as a wholly owned subsidiary of WESCO. Following the completion of the merger, Anixter will cease to be a publicly traded company.

The Merger Consideration (see page [   ])

At the effective time of the merger, each share of Anixter’s common stock, par value $1.00 per share (“Anixter common stock”), that is issued and outstanding immediately prior to the effective time of the merger (other than (A) shares owned by Anixter, WESCO or Merger Sub and (B) shares held by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and have otherwise complied in all respects with, Section 262 of the DGCL as of immediately prior to the effective time of the merger) will be automatically canceled and retired and cease to exist and each holder of such shares will cease to have any rights with respect to such shares, except the right to receive (i) $70.00 in cash, without interest, subject to adjustment pursuant to the terms of the merger agreement as further described below, (ii) 0.2397 shares of WESCO common stock, par value $0.01 per share, subject to adjustment pursuant to the terms of the merger agreement as further described below, and (iii) 0.6356 depositary shares, each representing a 1/1,000th interest in a share of newly issued WESCO Series A preferred stock, $25,000 stated amount per whole preferred share, subject to adjustment pursuant to the terms of the merger agreement as further described below, in each case, less any applicable withholding taxes. Each Anixter stockholder who would otherwise have been entitled to receive a fractional share of WESCO common stock or of a depositary share in the merger will instead receive a cash payment in lieu of such fractional share.

Based on the closing price of WESCO common stock on January 10, 2020, the last full trading day before the public announcement of the merger, and the liquidation preference of the preferred stock consideration, the per share value of Anixter common stock implied by the per share merger consideration was $100.00, giving effect to the downside protection described below. Based on the closing price of WESCO common stock on January 31, 2020, the most recent practicable date prior to the date of this proxy statement/prospectus, and the liquidation preference of the preferred stock consideration, the per share value of Anixter common stock implied by the per share merger consideration is $100.00, giving effect to the downside protection described below.

Adjustments to the Merger Consideration

The merger agreement provides for downside protection for the value of WESCO common stock, such that if the average of the volume-weighted trading prices of WESCO common stock on the NYSE during the 10 consecutive trading days ending three trading days prior to the effective time is less than $58.88, the closing price of WESCO common stock on the NYSE on January 2, 2020, but greater than $47.10, the amount of the cash consideration will be increased to offset the decline in the value of the common stock consideration below $58.88, up to a maximum cash increase of $2.82 per share of Anixter common stock. If the average WESCO stock price (as defined in the section entitled “The Merger Agreement—Effects of the Merger; Merger Consideration,” beginning on page [ ]) is less than $47.10, the amount of the cash consideration will be increased by $2.82.

The merger agreement also provides that WESCO may elect to substitute additional cash consideration to reduce the preferred stock consideration on a dollar-for-dollar basis (valuing the preferred stock consideration for this purpose based on the value of the liquidation preference of the underlying WESCO Series A preferred stock). WESCO may not, however, reduce the preferred stock consideration if the aggregate face amount of the preferred stock consideration issued would be less than $100 million, unless the preferred stock consideration issued is reduced to zero. As of the date of this proxy statement/prospectus, WESCO has not made any determination to reduce the amount of the preferred stock consideration.

The merger agreement further provides that the common stock consideration may be reduced to the minimum extent necessary, and the cash consideration increased, to ensure that the issuance of WESCO common stock at closing does not exceed 19.9% of the issued and outstanding shares of WESCO common stock immediately prior to the effective time.

WESCO Series A Preferred Stock

Subject to consummation of the merger and WESCO’s right to reduce the preferred stock consideration pursuant to the terms of the merger agreement and as described above, the WESCO Series A preferred stock underlying the depositary shares will have the designation and number of shares, and the relative powers, preferences, rights, qualifications, limitations and restrictions of the shares of such series, as set forth in the form of certificate of designations attached as “Exhibit E” to the merger agreement and as Annex B to this proxy statement/prospectus.

Generally, Anixter stockholders will receive depositary shares, each representing a 1/1,000th interest in a whole share of newly issued WESCO Series A preferred stock. Subject to the terms of the deposit agreement, each depositary share, evidenced by a depositary receipt, will entitle the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the WESCO Series A preferred stock represented thereby (including any dividend, liquidation, redemption and voting rights). The WESCO Series A preferred stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon WESCO’s liquidation, dissolution or winding up, senior to WESCO common stock and other classes or series of junior stock of WESCO, on parity with all parity stock of WESCO, and junior to all senior stock and all indebtedness and other liabilities of WESCO. Holders of the WESCO Series A preferred stock, and in turn, holders of the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, acting through the depositary, will have limited voting rights, including the right to elect two directors to the WESCO Board in the event dividends on the WESCO Series A preferred stock remain unpaid for the equivalent of six or more full quarterly dividend periods.

As of the date of this proxy statement/prospectus, the initial annual dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, has not yet been determined and will not be fixed until the original issue date of the

WESCO Series A preferred stock. The initial annual dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, will be set to equal (i) if no bridge loans have been incurred under the unsecured bridge facility, the yield to maturity using the issue price for the unsecured notes to be issued to effect the merger or (ii) if any bridge loans have been incurred under the unsecured bridge facility, the highest yield to maturity using the issue price of such debt, plus a spread of 325 basis points, based on the $25,000 liquidation preference per whole share of WESCO Series A preferred stock. The initial dividend rate will apply from the original issue date to, but excluding, the first call date. The dividend rate on the WESCO Series A preferred stock, and in turn, on the depositary shares representing a 1/1,000th interest in a share of the WESCO Series A preferred stock, will reset on each reset date to the five-year U.S. Treasury rate as of the most recent reset date plus a spread set on the reset date to approximate the risk premium on the original issue date.

WESCO may redeem the WESCO Series A preferred stock (i) in whole or in part on each reset date, (ii) in whole but not in part following a ratings event (as defined in the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ]), and (iii) in whole or in part upon the occurrence of a WESCO change of control (as defined in the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ]). If WESCO redeems the WESCO Series A preferred stock, the depositary will redeem a proportionate number of depositary shares. In the event that WESCO does not exercise its redemption right upon a WESCO change of control and the WESCO change of control involves the issuance of additional shares of WESCO common stock or other WESCO change of control transaction, in each case, approved by holders of WESCO common stock, holders of the WESCO Series A preferred stock may elect to convert some or all of their WESCO Series A preferred stock into a number of shares of WESCO common stock calculated in the manner described in the section entitled “Description of WESCO Series A Preferred Stock—Conversion Rights,” beginning on page [   ].

For a more complete description of the WESCO Series A preferred stock, see the section entitled “Description of WESCO Series A Preferred Stock,” beginning on page [ ].

The Special Meeting (see page [   ])

The special meeting will be held on [ ], at [ ] a.m./p.m. Central Time at [ ] (including any postponements or adjournments thereof, the “special meeting”). At the special meeting, you will be asked, among other things, to vote for the proposal to adopt the merger agreement. See the section entitled “The Special Meeting,” beginning on page [ ], for additional information on the special meeting, including how to vote your shares of Anixter common stock.

Stockholders Entitled to Vote; Vote Required to Adopt the Merger Agreement (see page [   ])

You may vote at the special meeting if you were a holder of record of shares of Anixter common stock as of the close of business on [ ], which is the record date for the special meeting (the “record date”). You will be entitled to one vote for each share of Anixter common stock that you owned on the record date. As of the record date, there were [ ] shares of Anixter common stock issued and outstanding and entitled to vote at the special meeting. The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Anixter common stock entitled to vote on such matter.

How to Vote (see page [   ])

Stockholders of record have a choice of voting (i) by proxy by completing a proxy card and mailing it in the prepaid envelope provided, (ii) by proxy by calling a toll-free telephone number, (iii) by proxy through the Internet or (iv) by attending the special meeting and voting in person. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. Eastern Time on the day before the special meeting.

If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Anixter common stock, your bank, broker, trust or other nominee will not be able to vote your shares on any of the proposals.

If you wish to vote in person at the special meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting.

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares of Anixter common stock will be mailed to stockholders if the merger is completed.

For additional information regarding the procedure for delivering your proxy, see the sections entitled “The Special Meeting—How to Vote,” beginning on page [ ], and “The Special Meeting—Solicitation of Proxies,” beginning on page [ ]. If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please call Anixter’s proxy solicitor, Morrow Sodali LLC, toll-free at (800) 662-5200.

Anixter’s Reasons for the Merger; Recommendation of the Anixter Board (see page [   ])

After careful consideration of the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Anixter Board unanimously adopted and declared advisable the merger agreement and the merger and the consummation by Anixter of the transactions contemplated by the merger agreement, including the merger, and determined that the transactions contemplated by the merger agreement, including the merger, are in the best interests of Anixter and its stockholders. Accordingly, the Anixter Board unanimously recommends that at the special meeting you vote “FOR” the proposal to adopt the merger agreement, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to Anixter’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

For a discussion of the material factors considered by the Anixter Board in reaching its conclusions, see the section entitled “The Merger—Anixter’s Reasons for the Merger; Recommendation of the Anixter Board,” beginning on page [ ]. In addition, in considering the recommendation of the Anixter Board with respect to the merger agreement, you should be aware that some of Anixter’s directors and executive officers have interests that may be different from, or in addition to, the interests of Anixter stockholders generally. For additional information, see the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page [ ].

Opinions of Anixter’s Financial Advisors (see page [   ])

Opinion of Centerview Partners LLC

Anixter retained Centerview Partners LLC (“Centerview”) as lead financial advisor to the Anixter Board in connection with the proposed merger and the other transactions contemplated by the merger agreement. In connection with this engagement, the Anixter Board requested that Centerview evaluate the fairness, from a financial point of view, to the holders of shares of Anixter common stock (other than (i) shares owned by Anixter, WESCO or Merger Sub and (ii) shares held by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and have otherwise complied in all respects with, Section 262 of the DGCL as of immediately prior to the effective time of the merger) of the merger consideration proposed to be paid to such holders pursuant to the merger agreement. On January 10, 2020, Centerview rendered to the Anixter Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated January 10, 2020 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the merger consideration proposed to be paid to the holders of shares of Anixter common stock (other than (i) shares owned by Anixter, WESCO or Merger Sub and (ii) shares held by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and have otherwise complied in all respects with, Section 262 of the DGCL as of immediately prior to the effective time of the merger) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Centerview’s written opinion, dated January 10, 2020, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex C and is incorporated

herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Anixter Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to the holders of shares of Anixter common stock (other than (i) shares owned by Anixter, WESCO or Merger Sub and (ii) shares held by stockholders who are entitled to demand and have properly demanded appraisal of such shares pursuant to, and have otherwise complied in all respects with, Section 262 of the DGCL as of immediately prior to the effective time of the merger) of the merger consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the merger and does not constitute a recommendation to any Anixter stockholder or any other person as to how such stockholder or other person should vote with respect to the merger or otherwise act with respect to the merger or any other matter. For a detailed discussion of Centerview’s opinion, please see the section entitled “The Merger—Opinions of Anixter’s Financial Advisors,” beginning on page [ ].

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Opinion of Wells Fargo Securities, LLC

Anixter also retained Wells Fargo Securities, LLC (“Wells Fargo Securities”) as a financial advisor to the Anixter Board in connection with the proposed merger. At the meeting of the Anixter Board on January 10, 2020 Wells Fargo Securities rendered its oral opinion to the Anixter Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, the merger consideration to be paid to the holders of Anixter common stock in the proposed merger was fair, from a financial point of view, to the holders of Anixter common stock. Wells Fargo Securities subsequently confirmed this oral opinion by delivering its written opinion to the Anixter Board, dated January 10, 2020.

The full text of the written opinion of Wells Fargo Securities dated January 10, 2020 which sets forth the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in preparing its opinion, is attached as Annex D to this proxy statement/prospectus and is incorporated herein by reference. Anixter’s stockholders are urged to read the opinion in its entirety. Wells Fargo Securities’ written opinion was addressed to the Anixter Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of Anixter common stock in the proposed merger and did not address any other aspect of the proposed merger. The opinion does not constitute a recommendation to any Anixter stockholder as to how such stockholder should vote with respect to the proposed merger or any other matter. For a description of the opinion that the Anixter Board received from Wells Fargo Securities, see the section entitled “The Merger—Opinions of Anixter’s Financial Advisors,” beginning on page [ ].

Market Price and Dividend Data (see page [   ])

Anixter common stock is traded on the NYSE under the symbol “AXE.” On October 29, 2019, the last full trading day prior to the public announcement of the original CD&R merger agreement (as defined in the section entitled “The Merger—Background to the Merger,” beginning on page [ ]), the closing stock price for Anixter common stock was $71.40 per share. On January 10, 2020, the last full trading day prior to the public announcement of the merger agreement, the closing price for Anixter common stock was $98.79 per share. On February 6, 2020, the last full trading day prior to the filing of this proxy statement/prospectus, the closing price for Anixter common stock was $98.12 per share.

WESCO common stock is traded on the NYSE under the symbol “WCC.” On January 10, 2020, the last full trading day prior to the public announcement of the merger agreement, the closing price for WESCO common stock was $58.14 per share. On February 6, 2020, the last full trading day prior to the filing of this proxy statement/prospectus, the closing price for WESCO common stock was $49.22 per share.

Listing of WESCO Common Stock and Depositary Shares; Delisting of Anixter Common Stock (see page [   ])

It is a condition to the consummation of the merger that the shares of WESCO common stock and the depositary shares representing an interest in WESCO Series A preferred stock to be issued to Anixter stockholders in the merger be approved for listing on the NYSE, subject to official notice of issuance.

Following the completion of the merger, shares of Anixter common stock will no longer be traded on the NYSE or any other public market. In addition, the registration of shares of Anixter common stock under the Securities Exchange Act of 1934 (the “Exchange Act”) will be terminated.

Consequences if the Merger Is Not Completed (see page [   ])

If the proposal to adopt the merger agreement does not receive the required approval from Anixter stockholders, or if the merger is not completed for any other reason, you will not receive any consideration from WESCO or Merger Sub for your shares of Anixter common stock. Instead, Anixter will remain an independent public company, and Anixter common stock will continue to be listed and traded on the NYSE.

In addition, upon termination of the merger agreement under certain circumstances, including the termination by WESCO in the event of a change of recommendation by the Anixter Board or by Anixter to enter into a definitive agreement with respect to a superior company proposal (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitations of Superior Company Proposals,” beginning on page [ ]), Anixter would be obligated to pay WESCO a termination fee of $100 million. If either Anixter or WESCO terminates the merger agreement as a result of the failure to obtain the Anixter stockholder approval (as defined under “—Conditions to the Merger,” beginning on page [ ]), Anixter would be obligated to pay WESCO an amount equal to that required to reimburse WESCO, Merger Sub and their respective affiliates for all reasonable out-of-pocket expenses incurred in connection with the merger, up to $25 million, with such expense reimbursement creditable against any termination fee paid by Anixter to WESCO. Upon termination of the merger agreement under specified circumstances, including the termination by either party because certain required regulatory clearances either are not obtained before the outside date (as defined under “—Conditions to the Merger,” beginning on page [ ]) or are denied, WESCO would be required to pay Anixter a reverse termination fee of $190 million. WESCO would also be obligated to pay Anixter the reverse termination fee in connection with a legal restraint termination (as defined in the section entitled “Summary—Termination of the Merger Agreement” beginning on page [ ]) if such legal restraint termination arises under certain antitrust laws. For additional information, see the section entitled “The Merger Agreement—Expenses; Termination Fees,” beginning on page [ ].

If WESCO or Merger Sub breaches the merger agreement and such breach proximately causes, or results in, the failure of the merger to be consummated (whether or not the merger agreement is terminated), Anixter would have the right, on behalf of Anixter’s stockholders, to recover damages calculated based on the economic benefits of the merger to Anixter’s stockholders resulting from the premium of the expected merger consideration value over the trading prices of Anixter common stock before the announcement of the original CD&R merger agreement (as defined in the section entitled “The Merger—Background of the Merger,” beginning on page [ ]). For additional information, see the section entitled “The Merger Agreement—No Third-Party Beneficiaries,” beginning on page [ ].

Treatment of Anixter Equity Awards (see page [   ])

Anixter Options

The merger agreement provides that, prior to the effective time of the merger, the Anixter Board (or, if appropriate, a duly authorized committee thereof) will adopt appropriate resolutions to provide that, immediately prior to the effective time of the merger:

However, if any such Anixter option has an exercise price per share of Anixter common stock subject to such Anixter option that is greater than or equal to the merger consideration value, such Anixter option will be canceled in exchange for no consideration. As of the date of this proxy statement/prospectus, there are no outstanding Anixter options that have an exercise price per share of Anixter common stock subject to such Anixter option greater than or equal to the merger consideration value. From and after the effective time of the merger, no Anixter option will be exercisable, and each Anixter option will entitle its holder only to the cash payments, if any, in accordance with the immediately preceding bullet.

Restricted Stock Units

The merger agreement provides that, prior to the effective time of the merger, the Anixter Board (or, if appropriate, a duly authorized committee thereof) will adopt appropriate resolutions to provide that, immediately prior to the effective time of the merger:

From and after the effective time, each restricted stock unit award granted prior to the signing of the merger agreement will entitle its holder only to cash payments in accordance with the immediately preceding bullet.

Each restricted stock unit award granted between the signing of the merger agreement and the effective time that remains outstanding at the effective time will, at the effective time, be converted into a cash-settled WESCO award using a conversion formula that preserves the economic value of the award as of immediately before the conversion (i.e., the converted award will generally have a value equal to the value of the shares of Anixter common stock subject to such restricted stock unit award immediately prior to the effective time). The converted award will otherwise have the same terms and conditions that applied to the restricted stock unit award immediately prior to the effective time.

Termination of Anixter Stock Plans

As of the effective time of the merger, all Anixter stock plans will terminate, and no further Anixter options, restricted stock units or other rights with respect to shares of Anixter common stock will be granted thereunder.

See the section entitled “The Merger Agreement—Treatment of Anixter Equity Awards,” beginning on page [ ] for details regarding payment timing in respect of Anixter’s equity awards in the merger.

Interests of Directors and Executive Officers in the Merger (see page [   ])

In considering the recommendation of the Anixter Board that you vote “FOR” the proposal to adopt the merger agreement, you should be aware that some of Anixter’s directors and executive officers have interests that may be different from, or in addition to, the interests of Anixter stockholders generally. A description of these interests is included in the section entitled “The Merger—Interests of Directors and Executive Officers in the Merger,” beginning on page [ ]. The Anixter Board was aware of these interests and considered them at the time it approved the merger agreement and made its recommendation to Anixter stockholders. Such interests potentially include entitlement to:

The Voting Agreement (see page [   ])

On January 10, 2020, in connection with the execution of the merger agreement, WESCO entered into a voting agreement (the “voting agreement”) with Samuel Zell Revocable Trust, Samstock/SZRT, L.L.C., Samstock/SIT, L.L.C., KMJZ Investments L.L.C., Samstock/ZFT, L.L.C., Samstock/Alpha, L.L.C., SZ Intervivos QTIP Trust and Zell Family Foundation (the “voting agreement stockholders”). The voting agreement covers a total of 3,640,337 shares of Anixter common stock owned by the voting agreement stockholders, representing approximately 10.8% of the outstanding shares of Anixter common stock as of February 5, 2020. However, the voting agreement stockholders are permitted to donate up to 600,000 of these shares of Anixter common stock to charitable organizations, free of restrictions under the voting agreement. If these donations are made, approximately 9.0% of the outstanding shares of Anixter common stock will remain subject to the voting agreement. Pursuant to the voting agreement, the voting agreement stockholders agreed, among other things, subject to the terms and conditions of the voting agreement, to vote or cause to be voted their shares in favor of adopting the merger agreement and against any action, agreement or proposal that could reasonably be expected to delay, postpone or adversely affect consummation of the merger and the other transactions contemplated by the merger agreement.

Additionally, the voting agreement stockholders agreed, subject to certain exceptions, to immediately cease and cause to be terminated any activities, discussions or negotiations being conducted with any persons other than WESCO with respect to any company takeover proposal (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitation of Company Takeover Proposals,” beginning on page [ ]).

See the section entitled “The Voting Agreement,” beginning on page [ ] for further discussion of the terms of the voting agreement. A copy of the voting agreement is attached to this proxy statement/prospectus as Annex F.

Conditions to the Merger (see page [   ])

The respective obligations of Anixter, WESCO and Merger Sub to effect the merger are subject to the satisfaction or waiver (to the extent permitted by the merger agreement and applicable law) on or before the closing date of the merger of the following conditions:

In addition, the obligations of WESCO and Merger Sub to effect the merger are further subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) on or before the closing date of the merger of the following conditions:

In addition, the obligation of Anixter to effect the merger is further subject to the satisfaction or waiver (to the extent permitted by the merger agreement or applicable law) on or before the closing date of the merger of the following conditions:

Regulatory Approvals (see page [   ])

The respective obligations of WESCO, Anixter and Merger Sub under the merger agreement to effect the merger are subject to:

WESCO, Anixter and Merger Sub also plan to seek approvals under the antitrust laws of Russia and Chile. The receipt of such approvals, however, is not a condition to the closing of the merger.

In addition to the foregoing, WESCO, Anixter and/or Merger Sub are required to make certain other filings with governmental authorities in connection with the merger, such as the filing of this proxy statement/prospectus with the SEC and the certificate of merger with the Secretary of State of the State of Delaware.

Each of the parties has agreed, upon the terms and subject to the conditions of the merger agreement, to cooperate with the other parties and use (and cause its respective subsidiaries to use) its reasonable best efforts to:

Under the terms of the merger agreement, however, WESCO is not obligated to, and Anixter shall not, and shall not permit any of its subsidiaries to, take any action that would result in, or would be reasonably likely to result in, either individually or in the aggregate, a material adverse effect on WESCO, Anixter and their respective subsidiaries, taken as a whole, after giving effect to the merger and the other transactions contemplated by the merger agreement.

For a description of the respective obligations of WESCO, Merger Sub and Anixter under the merger agreement with respect to regulatory approvals, see the sections entitled “The Merger—Regulatory Approvals” beginning on page [ ] and “The Merger Agreement—Efforts to Complete the Merger,” beginning on page [ ].

Financing of the Merger (see page [   ])

WESCO has obtained debt financing commitments that fully backstop amounts needed to pay the cash consideration to consummate the merger and for the other transactions contemplated by the merger agreement. WESCO entered into a commitment letter, dated January 10, 2020 (the “original commitment letter”), between Barclays Bank PLC (“Barclays Bank”) and WESCO, pursuant to which Barclays Bank committed to provide WESCO with a senior secured asset based revolving credit facility in aggregate principal amount of $1.2 billion and an unsecured bridge facility in aggregate principal amount of $3.215 billion in connection with the consummation of the merger and the other transactions contemplated by the merger agreement, subject to the terms and conditions set forth in the original commitment letter. On February 3, 2020, WESCO entered into (i) an amendment to the original commitment letter (together with the original commitment letter, the “commitment letter”) and (ii) joinders to the commitment letter with five additional banks (collectively, the “additional banks”, and together with Barclays Bank, the “Commitment Parties”), which, among other things, reallocated revolving credit facility and bridge facility commitments among Barclays Bank and the additional banks. WESCO expects to use proceeds of the debt financing commitments, together with the proceeds of any permanent financing replacing the debt financing commitments, amounts available under its accounts receivable securitization facility (the “AR Securitization Facility”) and existing cash on hand, for the cash required to consummate the merger and for the other transactions contemplated by the merger agreement, including paying the cash consideration, refinancing certain existing indebtedness of Anixter contemplated by the merger agreement, financing the satisfaction and discharge, defeasance, redemption or other repayment in full of Anixter’s 5.125% Senior Notes due 2021 (the “2021 Notes”), financing any consent solicitation or change of control tender offer in respect of Anixter’s 5.50% Senior Notes due 2023 (the “2023 Notes”) and Anixter’s 6.00% Senior Notes due 2025 (the “2025 Notes”), paying fees to an affiliate of Clayton, Dubilier & Rice, LLC (“CD&R”) in connection with the termination of the merger agreement between Anixter, such affiliate and the other parties thereto, and paying all other related fees and expenses. The obligations of the Commitment Parties to provide the debt financing under the commitment letter and the joinders related thereto are subject to certain customary conditions.

Prior to completion of the merger, WESCO intends to enter into permanent financing to replace the unsecured bridge facility.

Prior to the completion of the merger, in addition to the debt financing contemplated by the debt financing commitments, WESCO also intends to offer additional WESCO common stock or other equity or equity-linked

securities in connection with the financing of the cash required to consummate the merger and the other transactions contemplated by the merger agreement. As of the date of this proxy statement/prospectus, WESCO has not made any determination as to the nature or amount of such equity financing.

Restrictions on Solicitation of Company Takeover Proposals (see page [   ])

Beginning on January 10, 2020 until the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, Anixter will be subject to customary “no-shop” restrictions on its ability to solicit, initiate, encourage and facilitate any inquiries or the making of proposals or offers that constitute, or could reasonably be expected to lead to, a company takeover proposal (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitation of Company Takeover Proposals,” beginning on page [ ]), participate in discussions and negotiations with third parties regarding any company takeover proposal and provide non-public information to such third parties pursuant to an acceptable confidentiality agreement (as defined in the section entitled “The Merger Agreement—Restrictions on Solicitation of Company Takeover Proposals,” beginning on page [ ]) with each such third party.

The no-shop provision is subject to a “fiduciary out” provision, which permits the Anixter Board, subject to Anixter’s compliance with certain obligations, to furnish information to and participate in discussions and negotiations with third parties that make company takeover proposals that do not result from a material breach of Anixter’s non-solicitation obligations. For additional information regarding the restrictions on Anixter’s ability to solicit company takeover proposals and the exceptions to such restrictions, see the sections entitled “The Merger Agreement—Restrictions on Solicitation of Company Takeover Proposals” and “The Merger Agreement—Obligation of the Anixter Board with Respect to Its Recommendation,” beginning on page [ ] and [ ], respectively.

Obligation of the Anixter Board with Respect to Its Recommendation (see page [   ])

The Anixter Board has unanimously recommended that Anixter stockholders vote “FOR” the proposal to adopt the merger agreement. The merger agreement contains covenants that require, subject to certain limited exceptions, the Anixter Board to recommend that Anixter stockholders adopt the merger agreement at the special meeting. Notwithstanding any change of recommendation by the Anixter Board, the merger agreement contains covenants requiring Anixter to file a proxy statement/prospectus with the SEC and hold a special meeting of Anixter stockholders to adopt the merger agreement at such special meeting.

However, in certain circumstances, the Anixter Board may make an Anixter recommendation change (as defined in the section entitled “The Merger Agreement—Obligation of the Anixter Board with Respect to Its Recommendation,” beginning on page [ ]) prior to the receipt of the Anixter stockholder approval in response to a superior company proposal that did not result from a material breach of Anixter’s non-solicitation obligations. In such case, Anixter must first give WESCO at least five business days’ prior written notice of its intention to take any such action and negotiate in good faith with WESCO for five business days following the delivery of such notice with respect to any revised proposal from WESCO in respect of the terms of the merger (to the extent WESCO desires to negotiate). If the superior company proposal that is the basis for such Anixter recommendation change is amended or modified, Anixter must provide a new notice to WESCO and a new five-business-day period for negotiating with WESCO will start. If, at the end of such five-business-day period, the Anixter Board has considered in good faith any revised proposal from WESCO in respect of the terms of the merger and determines in good faith, after consultation with Anixter’s outside counsel and financial advisor, that the superior company proposal that is the basis for the Anixter recommendation change nevertheless continues to constitute a superior company proposal and that a failure to make an Anixter recommendation change would be inconsistent with its fiduciary duties under applicable law, the Anixter Board may make an Anixter recommendation change.

The Anixter Board may also make an Anixter recommendation change in certain circumstances in response to an intervening event (as defined in the section entitled “The Merger Agreement—Obligation of the Anixter Board with Respect to Its Recommendation,” beginning on page [ ]). In such case, Anixter must first give WESCO at least five business days’ prior written notice of its intention to take any such action and negotiate with WESCO for five business days following the delivery of such notice with respect to any revised proposal from WESCO in respect of the terms of the merger (to the extent WESCO desires to negotiate). If, at the end of

such five-business-day period, the Anixter Board determines in good faith, after consultation with Anixter’s outside counsel and financial advisor, that a failure to make an Anixter recommendation change would be inconsistent with its fiduciary duties under applicable law, the Anixter Board may make an Anixter recommendation change.

Termination of the Merger Agreement (see page [   ])

WESCO and Anixter may mutually agree to terminate the merger agreement before the effective time of the merger, whether before or after receipt of the Anixter stockholder approval.

Either WESCO or Anixter may terminate the merger agreement, whether before or after the receipt of the Anixter stockholder approval, in the following circumstances:

WESCO may also terminate the merger agreement, whether before or after the receipt of the Anixter stockholder approval:

Anixter may also terminate the merger agreement:

Expenses; Termination Fees (see page [   ])

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring or required to incur such fees and expenses.

In addition, in certain circumstances in connection with a superior company proposal termination, an Anixter breach termination, an outside date termination, a specified termination or a non-approval termination, Anixter would be obligated to pay WESCO a termination fee of $100 million. If either Anixter or WESCO terminates the merger agreement as a result of the failure to obtain the Anixter stockholder approval, Anixter would be obligated to pay WESCO an amount equal to that required to reimburse WESCO, Merger Sub and their respective affiliates for all reasonable out-of-pocket expenses incurred in connection with the merger, in an amount not to exceed $25 million, with such expense reimbursement creditable against any termination fee paid by Anixter to WESCO.

In addition, WESCO would be obligated to pay Anixter a reverse termination fee of $190 million (i) in connection with a legal restraint termination if such legal restraint termination arises under certain antitrust laws, or (ii) in connection with an outside date termination if such outside date termination results from a failure to obtain the required antitrust clearance or otherwise arises under certain antitrust laws. WESCO will not be required to pay this reverse termination fee in the event that a breach of any representation, warranty, covenant or agreement made by Anixter in the merger agreement is the principal cause of the failure to obtain the required antitrust clearance or the applicability of an order, injunction, judgment or law preventing the consummation of the merger in certain jurisdictions.

For additional information, see the section entitled “The Merger Agreement—Expenses; Termination Fees,” beginning on page [ ].

Appraisal Rights (see page [   ])

Under Delaware law, holders of shares of Anixter common stock are entitled to appraisal rights in connection with the merger, provided that such holders meet all of the conditions set forth in Section 262 of the DGCL. A holder of shares of Anixter common stock who properly seeks appraisal and complies with the applicable requirements under Delaware law (the holders of such shares, “dissenting stockholders”) will forego the merger consideration and instead receive a cash payment equal to the fair value of such holder’s appraisal shares (as defined in the section entitled “The Merger Agreement—Appraisal Rights,” beginning on page [ ]) in

connection with the merger. Fair value will be determined by the Court of Chancery of the State of Delaware (“Court of Chancery”) following an appraisal proceeding. Dissenting stockholders will not know the fair value at the time such holders must elect whether to seek appraisal. The ultimate amount dissenting stockholders receive in an appraisal proceeding may be more than, the same as or less than the amount such holders would have received under the merger agreement. A detailed description of the appraisal rights available to holders of Anixter common stock and procedures required to exercise statutory appraisal rights is included in the section entitled “Appraisal Rights,” beginning on page [ ].

To seek appraisal, an Anixter stockholder of record must deliver a written demand for appraisal to Anixter before the vote on the merger agreement at Anixter special meeting, not vote in favor of the proposal to adopt the merger agreement, continuously hold the shares of Anixter common stock until the effective time of the merger, and otherwise comply with the procedures set forth in Section 262 of the DGCL. Failure to follow exactly the procedures specified under Delaware law may result in the loss of appraisal rights.

Litigation Related to the Merger (see page [   ])

Between December 9, 2019, and December 19, 2019, four lawsuits were filed by purported stockholders of Anixter in connection with its now-terminated Agreement and Plan of Merger, dated as of October 30, 2019, as amended on November 21, 2019, as amended and restated on December 23, 2019, as further amended and restated on January 1, 2020 (the “CD&R merger agreement”), with CD&R Arrow Parent, LLC, a wholly owned subsidiary of funds managed or advised by CD&R (“CD&R Acquirer”), and CD&R Arrow Merger Sub, Inc. (“CD&R Merger Sub”), styled as (i) Michael Kent, et al. v. Anixter International Inc., et al., No. 1:19-cv-02239-LPS, in the United States District Court for the District of Delaware (the “Kent Lawsuit”), (ii) Shiva Stein v. Anixter International Inc., et al., No. 1:19-cv-02242-LPS, in the United States District Court for the District of Delaware (the “Stein Lawsuit”), (iii) Teamsters Union No. 142 Pension Fund v. Anixter International Inc., Case No. 2019-0999, in the Court of Chancery of the State of Delaware (the “Teamsters Union Lawsuit”), and (iv) David Pill, et al. v. Anixter International Inc., et al., No. 1:19-cv-02301, in the United States District Court for the District of Delaware (the “Pill Lawsuit,” and together with the Kent Lawsuit, the Stein Lawsuit, and the Teamsters Union Lawsuit, the “Claims”). All of the Claims were asserted against Anixter and its directors; the Teamsters Union Lawsuit also names CD&R, CD&R Acquirer and CD&R Merger Sub. The Kent Lawsuit, Stein Lawsuit and Pill Lawsuit alleged that Anixter’s December 4, 2019 preliminary proxy statement (the “preliminary CD&R proxy statement”) was deficient, and sought injunctive and other relief. On January 17, 2020, plaintiffs in each of the Kent Lawsuit, the Stein Lawsuit, and the Pill Lawsuit filed notices voluntarily dismissing those actions. The Teamsters Union Lawsuit alleged, among other things, that the Anixter Board breached its fiduciary duties, that the CD&R defendants aided and abetted those breaches, and that the preliminary CD&R proxy statement was deficient, and sought injunctive and other relief. On December 27, 2019, the Delaware Court of Chancery deferred decision on the Teamsters Union Lawsuit plaintiff’s motion for expedited proceedings. On January 30, 2020, plaintiff in the Teamsters Union Lawsuit filed a motion to (i) voluntarily dismiss the action without prejudice and (ii) request that the Court retain jurisdiction to consider plaintiff’s forthcoming motion for fees. On February 6, 2020, Anixter responded to the motion. The motion is currently pending, though Anixter anticipates the Teamsters Union Lawsuit will soon be voluntarily dismissed without prejudice.

Additional lawsuits may be filed against Anixter, WESCO, the Anixter Board, the WESCO Board, the officers of Anixter or WESCO in connection with the merger, which could prevent or delay completion of the merger and result in substantial costs to Anixter and WESCO, as applicable, including any costs associated with indemnification.

Material U.S. Federal Income Tax Consequences of the Merger (see page [   ])

The receipt of merger consideration in exchange for shares of Anixter common stock pursuant to the merger (and the receipt of cash in lieu of fractional shares of WESCO common stock or of a depositary share) generally will be a taxable transaction for U.S. federal income tax purposes. For U.S. federal income tax purposes, a U.S. holder (as defined below in the section entitled “The Merger—Material U.S. Federal Income Tax Consequences,” beginning on page [ ]), will generally recognize gain or loss equal to the difference, if any, between (i) the sum of the cash and the fair market value (as of the effective time) of the stock consideration received in the merger and (ii) the U.S. holder’s adjusted tax basis in Anixter common stock surrendered in exchange therefor. Non-U.S. holders (as defined below in the section entitled “The Merger—Material U.S.

Federal Income Tax Consequences,” beginning on page [ ]), that receive the merger consideration pursuant to the merger may be subject to U.S. withholding tax with respect to any cash received. See the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger,” beginning on page [ ], for a more detailed description of the U.S. federal income tax consequences of the merger. The tax consequences of the merger to a particular holder of Anixter common stock will depend on such holder’s particular facts and circumstances. Holders of Anixter common stock should consult their own tax advisors to determine the specific U.S. federal, state, local and non-U.S. tax consequences to them of exchanging their shares of Anixter common stock for merger consideration pursuant to the merger.

Accounting Treatment of the Merger (see page [   ])

WESCO prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (referred to in this proxy statement/prospectus as “GAAP”). The merger will be accounted for using the acquisition method of accounting. WESCO will be treated as the acquirer for accounting purposes.

Comparison of Rights of Stockholders (see page [   ])

Anixter stockholders, whose rights are currently governed by Anixter’s certificate of incorporation, its bylaws and Delaware law, will, upon completion of the merger, become WESCO stockholders, and their rights will be governed by WESCO’s certificate of incorporation (including the form of certificate of designations for the WESCO Series A preferred stock attached as Annex B to this proxy statement/prospectus), its bylaws and Delaware law.

Risk Factors (see page [   ])

You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WESCO

The following table presents selected historical consolidated financial data for WESCO as of and for the fiscal years ended December 31, 2018, 2017, 2016, 2015 and 2014 and as of and for the nine months ended September 30, 2019 and 2018. The selected consolidated statement of income data of WESCO for the fiscal years ended December 31, 2018, 2017 and 2016 and the balance sheet data as of December 31, 2018 and 2017 have been derived from WESCO’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2018 contained in WESCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference into this proxy statement/prospectus.

The financial data as of and for the nine months ended September 30, 2019 and 2018 have been obtained from WESCO’s unaudited condensed consolidated financial statements included in WESCO’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which is incorporated by reference into this proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in WESCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and WESCO’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2019, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information,” beginning on page [ ].

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ANIXTER

The following table presents selected historical consolidated financial data for Anixter as of and for the fiscal years ended December 28, 2018, December 29, 2017, December 30, 2016, January 1, 2016 and January 2, 2015 and as of and for the nine months ended September 27, 2019 and September 28, 2018. The selected consolidated statement of income data of Anixter for the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016 and the balance sheet data as of December 28, 2018 and December 29, 2017 have been derived from Anixter’s audited consolidated financial statements as of and for the fiscal year ended December 28, 2018 contained in Anixter’s Annual Report on Form 10-K for the fiscal year ended December 28, 2018, which is incorporated by reference into this proxy statement/prospectus.

The selected consolidated statement of income data for the fiscal years ended January 1, 2016 and January 2, 2015 and the balance sheet data as of December 30, 2016, January 1, 2016 and January 2, 2015 have been derived from Anixter’s audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus. The financial data as of and for the nine months ended September 27, 2019 and September 28, 2018 have been obtained from Anixter’s unaudited condensed consolidated financial statements included in Anixter’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2019, which is incorporated by reference into this proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Anixter’s Annual Report on Form 10-K for the fiscal year ended December 28, 2018 and Anixter’s Quarterly Report on Form 10-Q for the nine months ended September 27, 2019, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information” beginning on page [ ].

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is presented to illustrate the effect of the merger of WESCO and Anixter and the related financing transactions. The information under “Unaudited Pro Forma Condensed Combined Balance Sheet” in the table below gives effect to the merger as if it had taken place on September 30, 2019. The information under “Unaudited Pro Forma Condensed Combined Statement of Income” in the table below gives effect to the merger as if it had taken place on January 1, 2018, the first day of WESCO’s 2018 fiscal year. This unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting where WESCO is considered the acquirer of Anixter for accounting purposes. See the section entitled “The Merger—Accounting Treatment of the Merger” beginning on page [ ].

WESCO and Anixter have different fiscal years. WESCO’s fiscal year ends on December 31, whereas Anixter’s fiscal year ends on the Friday nearest December 31. The unaudited pro forma condensed combined balance sheet and statements of income have been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X of the Exchange Act.

This unaudited pro forma condensed combined financial information has been prepared by WESCO’s management in accordance with Article 11, Pro Forma Financial Information, under Regulation S-X of the Exchange Act. This information is provided for illustrative purposes only and is based on assumptions and estimates considered appropriate by WESCO’s management; however, it is not necessarily indicative of what WESCO’s consolidated financial condition or results of operations would have been assuming the transactions had been consummated as of the dates indicated, nor does it purport to represent WESCO’s consolidated financial position or results of operations for future periods. The adjustments included in this unaudited pro forma condensed combined financial information are preliminary and are subject to change. Differences between these preliminary estimates and the final acquisition accounting may have a material impact. There were no material transactions between WESCO and Anixter during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated. This unaudited pro forma condensed combined financial information does not consider any impacts of potential revenue enhancements, anticipated cost savings and expense efficiencies or other synergies that may be achieved in the merger or any strategies that management may consider in order to continue to efficiently manage WESCO’s operations. Future results may vary significantly from the results reflected due to various factors, including those discussed in the section entitled “Risk Factors” beginning on page [ ]. The information presented below should be read in conjunction with the historical consolidated financial statements of WESCO and Anixter, including the related notes filed by each of them with the SEC. See the sections entitled “Where You Can Find More Information” and “Unaudited Pro Forma Condensed Combined Financial Information,” beginning on pages [ ] and [ ], respectively.

UNAUDITED COMPARATIVE PER SHARE INFORMATION

The following tables set forth historical per share information of WESCO and Anixter, the unaudited pro forma condensed combined per share information and the equivalent basis pro forma combined per share information after giving effect to the merger and financing activities related to the merger. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that WESCO will experience after the merger. The historical per share data has been derived from the historical consolidated financial statements of WESCO and Anixter, as of and for the periods indicated. The unaudited pro forma condensed combined per share data reflects the merger and related financing activities as if they had occurred on January 1, 2018 in the case of income from continuing operations per share, in the case of cash dividends per share of WESCO Series A preferred stock converted to common stock and as if they had occurred on September 30, 2019 in the case of book value per share.

WESCO and Anixter have different fiscal years. WESCO’s fiscal year ends on December 31, whereas Anixter’s fiscal year ends on the Friday nearest December 31. The historical WESCO period ends presented in the table below are for the nine months ended September 30, 2019 and the year ended December 31, 2018. The historical Anixter period ends presented in the table below are for the nine months ended September 27, 2019 and the fiscal year ended December 28, 2018. The unaudited pro forma condensed combined balance sheet and statements of income have been prepared utilizing these period ends which differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X of the Exchange Act.

The unaudited pro forma condensed combined per share data has been derived from and should be read in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Information,” beginning on page [ ], and the related notes included in this proxy statement/prospectus beginning on page [ ]. The equivalent basis pro forma combined amounts are calculated by multiplying the pro forma combined data by the common exchange ratio of 0.2397, which is the common stock consideration to Anixter stockholders as contemplated in the merger agreement. The equivalent basis pro forma calculations exclude the cash portion per share of the merger consideration and the preferred stock portion of the merger consideration, each of which may be adjusted as set forth in the merger agreement and described in the section entitled “The Merger—Merger Consideration,” beginning on page [ ].