WESCO FINANCIAL CORP
10-Q, 1999-11-12
METALS SERVICE CENTERS & OFFICES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

   [X]     Quarterly report pursuant to section 13 or 15 (d) of the Securities
           Exchange Act of 1934
           For the quarterly period ended September 30, 1999 or

           Transition report pursuant to section 13 or 15 (d) of the Securities
           Exchange Act of 1934

   [ ]     For the transition period from _____________ tO ______________

Commission file number 1-4720


                           WESCO FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

<TABLE>
<CAPTION>
           DELAWARE                                      95-2109453
- -------------------------------             -----------------------------------
<S>                                         <C>
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization
</TABLE>


     301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
     -----------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                  626/585-6700
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]  No [ ]


          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

Yes [X]  No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 7,119,807 as of November 11,
1999

<PAGE>   2

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     Following is an index to the condensed consolidated financial statements of
     Wesco Financial Corporation ("Wesco") appearing in this report:

<TABLE>
<CAPTION>
                                                                                      Pages
                                                                                      -----
<S>                                                                                   <C>
        Condensed consolidated balance sheet --
            September 30, 1999 and December 31, 1998..............................       4

        Condensed consolidated statement of income and
            retained earnings -- three- and nine-month periods
            ended September 30, 1999 and September 30, 1998........................      5

        Condensed consolidated statement of cash flows -- nine-month
            periods ended September 30, 1999
            and September 30, 1998.................................................      6

        Notes to condensed consolidated financial
            statements.............................................................    7-8
</TABLE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     See pages 9 through 13.


                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits -- Exhibit 27 -- Financial Data Schedule

     (b)  Reports on Form 8-K -- None

                                      -2-
<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        WESCO FINANCIAL CORPORATION

Date: November 12, 1999                 By:
                                            ------------------------------------
                                            Jeffrey L. Jacobson
                                            Vice President and
                                            Chief Financial Officer
                                            (principal financial officer)

                                      -3-
<PAGE>   4

                           WESCO FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                          (Dollar amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Sept. 30,       Dec. 31,
                                                               1999            1998
                                                            ----------      ----------
<S>                                                         <C>             <C>
                                     ASSETS

Cash and cash equivalents ............................      $   33,233      $  320,034
Investments:
   Securities with fixed maturities ..................         379,775          66,619
   Marketable equity securities ......................       2,217,011       2,778,595
Excess of cost over net assets of acquired business ..          28,752          29,338
Other assets .........................................          36,790          33,820
                                                            ----------      ----------

                                                            $2,695,561      $3,228,406
                                                            ==========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Insurance losses and expenses ........................      $   35,183      $   36,731
Notes payable, due mainly November 1, 1999 ...........          33,635          33,635
Income taxes payable, principally deferred ...........         721,989         920,035
Other liabilities ....................................          16,455          14,249
                                                            ----------      ----------

   Total liabilities .................................         807,262       1,004,650
                                                            ----------      ----------

Shareholders' equity:

  Capital stock and capital in excess of par value ...          30,439          30,439
  Unrealized appreciation of investments, net
     of taxes ........................................       1,324,848       1,686,716
  Retained earnings ..................................         533,012         506,601
                                                            ----------      ----------

   Total shareholders' equity ........................       1,888,299       2,223,756
                                                            ----------      ----------

                                                            $2,695,561      $3,228,406
                                                            ==========      ==========
</TABLE>

See notes beginning on page 7.

                                      -4-
<PAGE>   5

                           WESCO FINANCIAL CORPORATION
                       CONDENSED CONSOLIDATED STATEMENT OF
                          INCOME AND RETAINED EARNINGS
           (Dollar amounts in thousands except for amounts per share)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended               Nine Months Ended
                                                      -------------------------       -------------------------
                                                      Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                        1999            1998            1999            1998
                                                      ---------       ---------       ---------       ---------
<S>                                                   <C>             <C>             <C>             <C>
Revenues:
    Sales and service revenues .................      $  15,983       $  16,253       $  48,987       $  51,301
    Insurance premiums earned ..................          4,780           4,331          12,769          11,646
    Dividend and interest income ...............         12,917          11,050          36,413          31,298
    Realized gains on securities and
       foreclosed properties ...................             --             314             141          58,422
    Other ......................................            237             207             724             696
                                                      ---------       ---------       ---------       ---------
                                                         33,917          32,155          99,034         153,363
                                                      ---------       ---------       ---------       ---------
Costs and expenses:

    Cost of products and services sold .........         12,685          12,911          38,801          40,701
    Insurance losses and expenses ..............          2,947           3,354           6,143           7,623
    Selling, general and administrative
       expenses ................................          2,800           2,762           8,133           8,346
    Interest on notes payable ..................            747             754           2,243           2,262
                                                      ---------       ---------       ---------       ---------
                                                         19,179          19,781          55,320          58,932
                                                      ---------       ---------       ---------       ---------

Income before income taxes .....................         14,738          12,374          43,714          94,431
Provision for income taxes .....................         (3,712)         (3,016)        (11,002)        (28,880)
                                                      ---------       ---------       ---------       ---------

    Net income .................................         11,026           9,358          32,712          65,551

Retained earnings -- beginning of period .......        524,086         495,049         506,601         442,914
Cash dividends declared and paid ...............         (2,100)         (2,029)         (6,301)         (6,087)
                                                      ---------       ---------       ---------       ---------

Retained earnings -- end of period .............      $ 533,012       $ 502,378       $ 533,012       $ 502,378
                                                      =========       =========       =========       =========


Amounts per capital share based on 7,119,807
    shares outstanding throughout each period:
       Net income...............................        $  1.54         $  1.32         $  4.59       $    9.21
                                                      =========       =========       =========       =========
       Cash dividends...........................        $  .295         $  .285         $  .885       $    .855
                                                      =========       =========       =========       =========
</TABLE>

See notes beginning on page 7.

                                      -5-
<PAGE>   6

                           WESCO FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          (Dollar amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Nine Months Ended
                                                                                ---------------------------
                                                                                Sept. 30,          Sept. 30,
                                                                                   1999              1998
                                                                                ----------         --------
<S>                                                                             <C>                <C>
Cash flows from operating activities, net....................................   $   25,060         $(18,548)
                                                                                ----------         --------
Cash flows from investing activities:
   Proceeds from sales and maturities of investments ........................       21,772          290,820
   Purchases of investments..................................................     (327,839)          (8,982)
   Other, net  ..............................................................          507            1,235
                                                                                ----------         --------
      Net cash flows from investing activities...............................     (305,560)         283,073
                                                                                ----------         --------

Cash flows from financing activities:

   Payment of cash dividends.................................................       (6,301)          (6,087)
   Other, net  ..............................................................           --               --
                                                                                ----------         --------
      Net cash flows from financing activities...............................       (6,301)          (6,087)
                                                                                ----------         --------

Increase (decrease) in cash and cash equivalents.............................     (286,801)         258,438

Cash and cash equivalents -- beginning of period.............................      320,034           10,687
                                                                                ----------         --------

Cash and cash equivalents -- end of period...................................   $   33,233         $269,125
                                                                                ==========         ========


Supplementary information:
   Interest paid during period...............................................   $    1,542         $  1,596
                                                                                ==========         ========
   Income taxes paid, net, during period.....................................   $   14,845         $ 53,494
                                                                                ==========         ========
</TABLE>

See notes beginning on page 7.

                                      -6-
<PAGE>   7

                           WESCO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (Dollar amounts in thousands)
                                   (Unaudited)

Note 1

     In the opinion of management, all adjustments necessary to a fair statement
of the results of operations of Wesco Financial Corporation ("Wesco") and its
subsidiaries (consisting only of normal recurring accruals) are reflected in the
condensed consolidated financial statements.


Note 2

     Reference is made to the notes to Wesco's consolidated financial statements
appearing on pages 32 through 38 of its 1998 Form 10-K Annual Report for other
information deemed generally applicable to the condensed consolidated financial
statements.


Note 3

     Following is a summary of marketable equity securities (all common stocks):

<TABLE>
<CAPTION>
                                                           September 30, 1999              December 31, 1998
                                                         -------------------------      ------------------------
                                                              Quoted Market                   Quoted Market
                                                                (Carrying)                      (Carrying)
                                                           Cost           Value           Cost          Value
                                                         ---------      ----------      ---------     ----------
<S>                                                      <C>            <C>             <C>           <C>
Freddie Mac..........................................     $ 71,729      $1,497,600       $ 71,729     $1,855,800
The Coca-Cola Company................................       40,761         347,670         40,761        482,775
The Gillette Company.................................       40,000         217,200         40,000        306,000
Other................................................       32,038         154,541         32,038        134,020
                                                          --------      ----------       --------     ----------
                                                          $184,528      $2,217,011       $184,528     $2,778,595
                                                          ========      ==========       ========     ==========
</TABLE>

                                      -7-
<PAGE>   8

Note 4

     The Financial Accounting Standards Board requires the reporting of
comprehensive income, which comprises net income and all other changes in net
worth other than additional investments by, or distributions to, shareholders.
Wesco's only type of comprehensive income other than net income has been the net
change in unrealized appreciation of investments, less related income taxes.

     The following table sets forth Wesco's consolidated comprehensive income
for the three- and nine-month periods ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                    -------------------------       -------------------------
                                                    Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                      1999            1998            1999            1998
                                                    ---------       ---------       ---------       -------
<S>                                                 <C>             <C>             <C>             <C>
Net income ...................................      $  11,026       $   9,358       $  32,712       $65,551
Other comprehensive income -- unrealized
   appreciation (depreciation) of investments,
   net of income tax effect ..................       (212,024)       (202,318)       (361,868)        5,748
                                                    ---------       ---------       ---------       -------

 Comprehensive income (loss) .................      $(200,998)      $(192,960)      $(329,156)      $71,299
                                                    =========       =========       =========       =======
</TABLE>


Note 5

     Following is certain condensed consolidated financial information, broken
down as to Wesco's business segments:

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                    -------------------------       -------------------------
                                                    Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                      1999            1998            1999            1998
                                                    ---------       ---------       ---------       -------
<S>                                                 <C>             <C>             <C>             <C>
Insurance segment:
     Total revenues...........................        $17,433         $14,863         $48,321       $99,359
     Net income ..............................         10,671           8,593          31,179        63,153
                                                      =======         =======         =======       =======

Industrial segment:
     Total revenues ..........................        $16,005         $16,259         $49,076       $51,370
     Net income ..............................            523             632           1,800         2,223
                                                      =======         =======         =======       =======

Not identified with a business segment:
     Total revenues...........................        $   479         $ 1,033         $ 1,637       $ 2,634
     Net income (loss)........................           (168)            133            (267)          175
                                                      =======         =======         =======       =======
</TABLE>

                                      -8-
<PAGE>   9

                           WESCO FINANCIAL CORPORATION
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to management's discussion and analysis of Wesco's
consolidated financial condition and results of operations appearing on pages 18
through 25 of its 1998 Form 10-K Annual Report for information deemed generally
appropriate to an understanding of the accompanying condensed consolidated
financial statements. The information set forth in the following paragraphs
updates such discussion.

FINANCIAL CONDITION

     Wesco's shareholders' equity at September 30, 1999 was $1.89 billion ($265
per share) compared to $2.09 billion ($294 per share) at June 30, 1999, $2.22
billion ($312 per share) at December 31, 1998, and $1.83 billion ($257 per
share) at September 30, 1998. These fluctuations were caused mainly by changes
in the unrealized appreciation component, which represented 70%, 73%, 76% and
71%, respectively, of total shareholders' equity. Unrealized appreciation, which
is based on current market quotations, is expected to continue to fluctuate, and
the amount recorded at any date could differ substantially from net gains
ultimately realized.

RESULTS OF OPERATIONS

     Following is a breakdown of Wesco's consolidated net (after-tax) income by
business segment (in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                    -------------------------       -------------------------
                                                    Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                      1999            1998            1999            1998
                                                    ---------       --------        ---------       -------
<S>                                                 <C>             <C>             <C>             <C>
Insurance segment --
   Normal' net operating income...............        $10,671        $ 8,593         $31,179       $25,383
   Realized securities gains .................             --             --              --        37,770
                                                      -------        -------         -------       -------
   Segment net income.........................         10,671          8,593          31,179        63,153
                                                      -------        -------         -------       -------
Industrial segment net income (all "normal"
  net operating income).......................            523            632           1,800         2,223
                                                      -------        -------         -------       -------

Net income (loss) other than from identified
   business segments --

    "Normal" net operating income (loss)......           (168)           (54)           (351)          (12)
    Gains on sales of foreclosed properties...             --            187              84           187
                                                      -------        -------         -------       -------
    Nonsegment net income (loss)..............           (168)           133            (267)          175
                                                      -------        -------         -------       -------

        Consolidated net income...............        $11,026        $ 9,358         $32,712       $65,551
                                                      =======        =======         =======       =======
</TABLE>

                                      -9-
<PAGE>   10

Insurance Segment

     The insurance segment comprises Wesco-Financial Insurance Company
("Wes-FIC") and The Kansas Bankers Surety Company ("KBS"). Following is a
summary of the "normal" net operating income of the insurance segment, which
represents the combination of underwriting results with dividend and interest
income, less related income taxes (in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                    -------------------------       -------------------------
                                                    Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                      1999            1998            1999            1998
                                                    ---------       ---------       ---------       -------
<S>                                                 <C>             <C>             <C>             <C>
Premiums written..............................        $ 3,614         $ 3,360        $ 13,871       $15,055
                                                       ======         =======        ========       =======

Premiums earned...............................        $ 4,780         $ 4,331        $ 12,769       $11,646
                                                       ======         =======        ========       =======

Underwriting gain.............................        $ 1,616         $   758        $  6,018       $ 3,413
Dividend and interest income..................         12,670          10,554          35,552        29,605
                                                       ------         -------        --------       -------
                                                       14,286          11,312          41,570        33,018
Income tax provision..........................         (3,615)         (2,719)        (10,391)       (7,635)
                                                       ------         -------        --------       -------
Insurance segment "normal" net
  operating income............................        $10,671         $ 8,593        $ 31,179       $25,383
                                                      =======         =======        ========       =======
</TABLE>


     Premiums written and earned by the insurance group are reported net of
amounts ceded to reinsurers, and are credited for amounts returned by reinsurers
upon changes in contractual terms.

     Premiums written for the first nine months of 1999 included $2.4 million
attributable to Wes-FIC and $11.5 million attributable to KBS, and included $3.6
million written by KBS in the third quarter. Premiums written for the first nine
months of 1998 included $2.1 million attributable to Wes-FIC and $13.0 million
attributable to KBS. Of those amounts, $0.1 million and $3.3 million were
written in the third quarter. The decrease in premiums written by KBS in the
first nine months of 1999 from the comparable figure for 1998 was attributable
to the inclusion in the 1998 figure of $2.6 million of unearned premiums
returned to it by reinsurers in the first quarter of 1998 upon KBS's
restructuring of its reinsurance program at that time. Excluding that amount,
premiums written by KBS for the third quarter and first nine months of 1999
increased about 10% and 9% over last year's comparable figures.

     Earned premiums for the third quarter and first nine months of 1999
included $3.9 million and $11.1 million attributable to KBS, versus $3.5 million
and $10.1 million attributable to KBS for the comparable periods of 1998. The
remainder in each period was attributable to Wes-FIC.

     The underwriting gains reported for the periods shown above were
attributable mainly to the profitable underwriting results of KBS, and are net
of goodwill amortization of $.2 million per calendar quarter. The improvement of
underwriting results from 1998 to 1999 resulted mainly from decreases in losses
incurred by KBS.

                                      -10-
<PAGE>   11

     Dividend and interest income earned by the insurance segment increased for
the third quarter and first nine months of 1999 over the comparable 1998 figures
due to an increase in interest-bearing investments, as well as dividend
increases on most common stock investments.

     The income tax provision of the insurance segment generally fluctuates
somewhat as a percentage of its pre-tax income mainly due to fluctuations in the
relationship of substantially tax-exempt components of income to total pre-tax
income.

Industrial Segment

     Following is a summary of the results of operations of the industrial
segment, consisting of the businesses of Precision Steel Warehouse, Inc. and its
subsidiaries (in thousands):

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                    -------------------------       -------------------------
                                                    Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                      1999            1998            1999            1998
                                                    ---------       ---------       ---------       -------
<S>                                                 <C>             <C>             <C>             <C>
Revenues, principally sales
    and services..............................        $16,005         $16,259         $49,076       $51,370
                                                      =======         =======         =======       =======

Income before income taxes....................        $   868         $ 1,050         $ 2,989       $ 3,692
Income tax provision..........................           (345)           (418)         (1,189)       (1,469)
                                                      -------         -------         -------       -------

Industrial segment net income.................        $   523         $   632         $ 1,800       $ 2,223
                                                      =======         =======         =======       =======
</TABLE>


     Revenues of Precision Steel's businesses for the third quarter and first
nine months of 1999 decreased $0.3 million and $2.3 million, or approximately 2%
and 4%, respectively, from those reported for the corresponding periods of 1998.
However, pounds of steel products sold increased by 2.4% for the third quarter
and 0.7% for the first nine months. Precision Steel's management attributes this
apparent anomaly principally to a change in mix of products sold toward
lower-priced items, and a decline in selling prices of higher-margin items
following price decreases by mills and other suppliers.

     Income before income taxes and net income of the industrial segment are
dependent not only on revenues, but also on operating expenses and the cost of
products sold. The latter, as a percentage of revenues, amounted to 79.4% for
each of the third quarters of 1999 and 1998, and 79.2% and 79.3% for the
corresponding nine-month periods. The cost percentage typically fluctuates
slightly from period to period as a result of changes in product mix and price
competition at all levels.

Other Than Identified Business Segments

     In the absence of nonoperating or unusual items such as securities gains or
losses, net income or loss other than from identified business segments
typically fluctuates from period to period but is usually not significant in
amount. It includes mainly (1) dividend and interest income from marketable

                                      -11-
<PAGE>   12

securities and cash equivalents owned outside the insurance segment and (2)
rental income from owned commercial real estate, reduced by (1) the costs
associated with the development and liquidation of foreclosed real estate
formerly owned by a savings and loan subsidiary and (2) interest and other
corporate expenses -- plus or minus income taxes related to such "normal"
nonsegment items.

                                    * * * * *


     Realized gains and losses -- reflected on the consolidated statement of
income when securities are sold, or when required by other events -- tend to
fluctuate in amount from period to period, sometimes impacting net income
significantly. However, the amount of realized gain or loss has no predictive
value, and variations in amount from period to period have no practical
analytical value, particularly in view of the substantial unrealized price
appreciation now existing in Wesco's consolidated investment portfolio. (Wesco's
shareholders' equity at September 30, 1999 contained $1.3 billion, or $186 per
share, of unrealized appreciation of investments, net of taxes -- about 70% of
shareholders' equity.)

     Wesco did not realize any securities gains in the first nine months of
1999. However, Wesco's consolidated earnings for the first nine months of 1998
included realized gains of $37.8 million, after income taxes, all realized in
the second quarter. The gains reported for 1998, although material in relation
to Wesco's 1998 earnings, had only a minor impact on Wesco's total shareholders'
equity: Wesco's investments are carried at market value, and most of the gains
had already been reflected in the unrealized appreciation component of its
shareholders' equity.

     Wesco's effective consolidated income tax rate typically fluctuates from
period to period for various reasons, such as the inclusion in consolidated
revenues of significant, varying amounts of dividend income from preferred and
common stocks, which is substantially exempt from income taxes. The respective
income tax provisions, expressed as percentages of income before income taxes,
amounted to 25.2% and 24.4% for the quarters ended September 30, 1999 and
September 30, 1998, and 25.2% and 30.6% for the respective nine-month periods.

     Consolidated revenues, expenses and net income reported for any period are
not necessarily indicative of future revenues, expenses and net income in that
they are subject to significant variations in amount and timing of securities
gains and losses and the possible occurrence of other unusual nonoperating
items. In addition, consolidated revenues, expenses and net income from
operations are expected to be much more volatile than they were prior to
Wes-FIC's entry into the super-catastrophe reinsurance business and, to a lesser
degree, the restructuring of KBS's reinsurance program in 1998.

     Shareholders' equity is impacted not only to the extent that unusual items
affect earnings, but also to reflect changes in unrealized appreciation of
investments, which are not reflected in net income.

                                      -12-
<PAGE>   13

MARKET RISK ANALYSIS

     The table below shows the effects as of September 30, 1999 of a
hypothetical 30% overall increase or decrease in market prices of marketable
equity securities (including, for this purpose, convertible preferred stock
selling significantly above conversion price) owned by Wesco and its
subsidiaries. These changes result in a pro forma 23.5% increase or decrease in
shareholders' equity (in thousands):

<TABLE>
<CAPTION>
                                                       Increase        Decrease
                                                      ----------      ----------
<S>                                                   <C>             <C>
Market value of securities:
As recorded ....................................      $2,275,890      $2,275,890
Hypothetical (assuming 30% change)..............      $2,958,657      $1,593,123

Shareholders' equity
As recorded.....................................      $1,888,299      $1,888,299
Pro forma (results in 23.5% change).............      $2,332,098      $1,444,500
</TABLE>


     In all other respects the discussion and analysis of market risks
associated with the Wesco group appearing on pages 22 and 23 of Wesco's 1998
Form 10-K Annual Report are considered still generally appropriate.

YEAR 2000 EXPOSURE

     On page 24 of Wesco's 1998 Form 10-K Annual Report is an explanation of
potential exposures that could result from the failure of Wesco, or of its
affiliates, non-subsidiary investees, customers or suppliers, or of governmental
bodies, to prepare for so-called Year 2000 problems. Wesco's management believes
the explanation of potential exposures continues to be appropriate.

     Wesco and its subsidiaries are continuing their ongoing efforts to
identify, remediate and test their systems, monitor the disclosures of their
significant investees, and consider contingency plans to deal with certain Year
2000 issues in the event remediation efforts by themselves or others prove
unsuccessful. Thus far, Wesco and its subsidiaries have incurred approximately
$.5 million, after income tax benefit, in Year 2000-related costs, including $.1
million, after taxes, charged to expense in the first nine months of 1999.
Future outlays are not expected to be significant.

FORWARD-LOOKING STATEMENTS

     Certain written or oral representations of management stated herein or
elsewhere constitute "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as contrasted with statements
of historical fact. Forward-looking statements include statements which are
predictive in nature, or which depend upon or refer to future events or
conditions, or which include words such as expects, anticipates, intends, plans,
believes, estimates, may, or could, or which involve hypothetical events. For
example, the preceding sections on Market Risk Analysis and Year 2000 Exposure
contain several forward-looking statements. Forward-looking statements are based
on information currently available and are subject to various risks and
uncertainties that could cause actual events or results to differ materially
from those characterized as being likely or possible to occur.

                                      -13-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          33,233
<SECURITIES>                                 2,596,786
<RECEIVABLES>                                   11,275
<ALLOWANCES>                                      (94)
<INVENTORY>                                     11,298
<CURRENT-ASSETS>                                     0
<PP&E>                                          29,853
<DEPRECIATION>                                (18,193)
<TOTAL-ASSETS>                               2,695,561
<CURRENT-LIABILITIES>                                0
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                                0
                                          0
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<OTHER-EXPENSES>                                 8,733
<LOSS-PROVISION>                                 (600)
<INTEREST-EXPENSE>                               2,243
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<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    32,712
<EPS-BASIC>                                     4.59
<EPS-DILUTED>                                     4.59


</TABLE>


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