ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2020

Business Acquisition, Schedule of Consideration Transferred

The total preliminary estimated fair value of consideration transferred for the Merger consisted of the following:


	(In thousands)
Cash portion attributable to common stock outstanding	$	2,476,010
Cash portion attributable to options and restricted stock units outstanding	87,375
Fair value of cash consideration	2,563,385
Common stock consideration	313,512
Series A preferred stock consideration	573,786
Fair value of equity consideration	887,298
Extinguishment of Anixter obligations, including accrued and unpaid interest	1,247,653
Total purchase consideration	$	4,698,336
Supplemental cash flow disclosure related to acquisitions:
Cash paid for acquisition	$	3,811,038
Less: Cash acquired	(103,463)
Cash paid for acquisition, net of cash acquired	$	3,707,575

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table sets forth the preliminary allocation of the purchase consideration to the respective fair value of assets acquired and liabilities assumed for the acquisition of Anixter:



	(In thousands)
Assets
Cash and cash equivalents	$	103,463
Trade accounts receivable	1,309,104
Other accounts receivable	116,386
Inventories	1,424,678
Prepaid expenses and other current assets	53,462
Property, buildings and equipment	213,020
Operating lease assets	262,413
Intangible assets	1,838,065
Goodwill	1,360,373
Other assets	112,386
Total assets	$	6,793,350

Liabilities
Accounts payable	$	920,163
Accrued payroll and benefit costs	69,480
Short-term debt and current portion of long-term debt	13,225
Other current liabilities	222,615
Long-term debt	77,822
Operating lease liabilities	199,959
Deferred income taxes	384,890
Other noncurrent liabilities	206,860
Total liabilities	$	2,095,014

Fair value of net assets acquired, including goodwill and intangible assets	$	4,698,336

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The following table sets forth the preliminary identifiable intangible assets and their estimated weighted-average useful lives:


Identifiable Intangible Assets	Estimated Fair Value		Weighted-Average Estimated Useful Life in Years
	(In thousands)
Customer relationships	$	1,098,900	16
Trademarks	735,000		Indefinite
Non-compete agreements	4,165		1
Total identifiable intangible assets	$	1,838,065

Business Acquisition, Pro Forma Information


	Three Months Ended				Nine Months Ended
(In thousands)	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Pro forma net sales	$	4,111,716	$	4,332,980	$	11,802,538	$	12,758,461
Pro forma net income attributable to common stockholders	63,844		66,416		106,858		164,424

On August 6, 2020, the Company entered into a Consent Agreement with the Competition Bureau of Canada regarding the merger with Anixter. Under the Consent Agreement, the Company is required to divest its legacy Utility and Datacom businesses in Canada, which had total sales of less than $150 million in 2019. The process to divest the businesses has commenced, and WESCO is working to complete the divestitures on a timely basis. The Company expects to use the net proceeds from the divestiture to repay indebtedness.

Schedule of Business Acquisitions, by Acquisition

The following table sets forth the consideration paid for the acquisition of SLS:


	Nine Months Ended
	September 30
	2019
	(In thousands)
Fair value of assets acquired	$	34,812
Fair value of liabilities assumed	7,070
Cash paid for acquisition	$	27,742