Wesco Aircraft Holdings, Inc - FORM 10-Q

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EX-32.1 - EXHIBIT 32.1 - Wesco Aircraft Holdings, Inc	wair-20161231exx321.htm
EX-31.2 - EXHIBIT 31.2 - Wesco Aircraft Holdings, Inc	wair-20161231exx312.htm
EX-31.1 - EXHIBIT 31.1 - Wesco Aircraft Holdings, Inc	wair-20161231exx311.htm
EX-10.2 - EXHIBIT 10.2 - Wesco Aircraft Holdings, Inc	wair-20161231exx102.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-35253

WESCO AIRCRAFT HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		20-5441563
(State of Incorporation)		(I.R.S. Employer Identification Number)

24911 Avenue Stanford

Valencia, CA 91355

(Address of Principal Executive Offices and Zip Code)

(661) 775-7200

(Registrant’s Telephone Number, Including Area Code)

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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



Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock (par value $0.001 per share) of the registrant outstanding as of January 31, 2017 was 99,526,120.

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INDEX



PART I		Page
FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements:	3
	Consolidated Balance Sheets as of December 31, 2016 and September 30, 2016	3
	Consolidated Statements of Earnings and Comprehensive Income for the three months ended December 31, 2016 and 2015	4
	Consolidated Statements of Cash Flows for three months ended December 31, 2016 and 2015	5
	Notes to the Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

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PART 1 — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

Wesco Aircraft Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)



	December 31, 2016			September 30, 2016
Assets
Current assets
Cash and cash equivalents	$	51,192		$	77,061
Accounts receivable, net of allowance for doubtful accounts of $4,285 and $3,846 at December 31, 2016 and September 30, 2016, respectively	247,288			249,195
Inventories	751,703			713,470
Prepaid expenses and other current assets	12,806			10,203
Income taxes receivable	7,132			1,460
Total current assets	1,070,121			1,051,389
Property and equipment, net	49,650			50,525
Deferred line-of-credit financing costs, net	3,623			1,120
Goodwill	576,729			579,865
Intangible assets, net	189,097			194,114
Deferred tax assets, non-current	56,391			58,171
Other assets	12,434			13,394
Total assets	$	1,958,045		$	1,948,578

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	173,116		$	181,700
Accrued expenses and other current liabilities	32,287			26,424
Income taxes payable	7,358			6,782
Capital lease obligations-current portion	1,319			1,471
Short-term borrowings and current portion of long-term debt	40,000			—
Total current liabilities	254,080			216,377
Capital lease obligations, less current portion	1,531			1,710
Long-term debt, less current portion	803,179			834,279
Deferred tax liabilities, non-current	4,011			4,092
Other liabilities	5,512			9,205
Total liabilities	1,068,313			1,065,663
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value per share: 50,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.001 par value, 950,000,000 shares authorized, 99,526,120 and 98,614,908 shares issued and outstanding at December 31, 2016 and September 30, 2016, respectively	100			99
Additional paid-in capital	432,261			427,295
Accumulated other comprehensive loss	(90,818		)	(79,561		)
Retained earnings	548,189			535,082
Total stockholders’ equity	889,732			882,915
	$	1,958,045		$	1,948,578

See the accompanying notes to the consolidated financial statements

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Wesco Aircraft Holdings, Inc. and Subsidiaries

Consolidated Statements of Earnings and Comprehensive Income

(In thousands, except share data)

(Unaudited)



	Three Months Ended December 31,
	2016			2015
Net sales	$	339,371		$	359,843
Cost of sales	249,914			263,214
Gross profit	89,457			96,629
Selling, general and administrative expenses	63,201			59,545
Income from operations	26,256			37,084
Interest expense, net	(11,073		)	(8,997		)
Other income, net	288			901
Income before provision for income taxes	15,471			28,988
Provision for income taxes	(2,364		)	(8,379		)
Net income	13,107			20,609
Other comprehensive loss, net	(11,257		)	(6,297		)
Comprehensive income	$	1,850		$	14,312
Net income per share:
Basic	$	0.13		$	0.21
Diluted	$	0.13		$	0.21
Weighted average shares outstanding:
Basic	98,319,926			97,217,924
Diluted	98,821,794			97,939,423

See the accompanying notes to the consolidated financial statements

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Wesco Aircraft Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)



	Three Months Ended December 31,
	2016			2015
Cash flows from operating activities
Net income	$	13,107		$	20,609
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,729			6,997
Deferred financing costs	3,202			828
Bad debt and sales return reserve	458			374
Stock-based compensation expense	2,690			2,194
Excess tax benefit related to stock-based incentive plans	—			(84		)
Deferred income taxes	491			1,731
Other non-cash items	(1,139		)	(979		)
Changes in assets and liabilities:
Accounts receivable	(2,159		)	14,205
Inventories	(42,169		)	(24,500		)
Prepaid expenses and other assets	(1,993		)	(8,114		)
Income taxes receivable	(5,674		)	49
Accounts payable	(8,334		)	16,311
Accrued expenses and other liabilities	6,008			(8,523		)
Income taxes payable	697			(10,434		)
Net cash (used in) provided by operating activities	(28,086		)	10,664

Cash flows from investing activities
Purchase of property and equipment	(1,316		)	(1,162		)
Net cash used in investing activities	(1,316		)	(1,162		)

Cash flows from financing activities
Proceeds from short-term borrowings	25,000			—
Repayment of short-term borrowings	(5,000		)	—
Repayment of long-term debt	(6,344		)	(5,000		)
Financing fees	(10,462		)	—
Repayment of capital lease obligations	(330		)	(722		)
Excess tax benefit related to stock-based incentive plans	—			84
Proceeds from issuance of common stock	2,277			150
Net cash provided by (used in) financing activities	5,141			(5,488		)
Effect of foreign currency exchange rate on cash and cash equivalents	(1,608		)	(1,225		)
Net (decrease) increase in cash and cash equivalents	(25,869		)	2,789
Cash and cash equivalents, beginning of period	77,061			82,866
Cash and cash equivalents, end of period	$	51,192		$	85,655

See the accompanying notes to the consolidated financial statements

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Wesco Aircraft Holdings, Inc. & Subsidiaries

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation and Significant Accounting Policies

The accompanying unaudited consolidated financial statements include the accounts of Wesco Aircraft Holdings, Inc. and its wholly owned subsidiaries (referred to herein as “Wesco” or the “Company”) prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The financial statements presented herein have not been audited by an independent registered public accounting firm, but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for fair presentation of the financial position, results of operations and cash flows for the period. However, these results are not necessarily indicative of results for any other interim period or for the full fiscal year. The preparation of financial statements in conformity with GAAP requires us to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. Actual amounts could differ from these estimates.

Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC on November 28, 2016, as amended by Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on December 14, 2016 (collectively, the “2016 Form 10-K”).

Certain reclassifications have been made to the amounts in prior periods in order to conform to the current period’s presentation.

Deferred Financing Costs

Debt issuance costs incurred in connection with the issuance of our long-term debt are capitalized and amortized to interest expense over the term of the debt using the straight-line method, which approximates the effective interest method. The unamortized amount is presented as a reduction of long-term debt on the balance sheet.

Debt issuance costs incurred in connection with our revolving line-of-credit (LOC) agreement are capitalized and amortized to interest expense over the term of the LOC agreement using the straight-line method. The unamortized amount is presented as a non-current asset on the balance sheet.

Note 2. Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”).

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

New Accounting Standards Issued

In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting. ASU 2016-07 eliminates the requirement that when an investment subsequently qualifies for use of the equity method as a result of an increase in level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and to adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. In addition, ASU 2016-07 requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for the Company in fiscal year 2018, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing its right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from current GAAP. ASU 2016-02 retains a distinction between finance leases (i.e. capital leases under current GAAP) and operating leases. The classification criteria for distinguishing between finance leases and operating leases will be substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current GAAP. ASU 2016-02 also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. A modified retrospective transition approach shall be used when adopting ASU 2016-02, which includes a number of optional practical expedients that entities may elect to apply. ASU 2016-02 is effective for the Company in fiscal year 2020 and interim periods therein, with early application permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 is effective for the Company in fiscal year 2019, with early adoption permitted for certain provisions. We are currently evaluating the impact of ASU 2016-01 related to equity investments and the presentation and disclosure requirements of financial instruments on our consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value, and eliminates current GAAP options for measuring market value. ASU 2015-11 defines realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for the Company in fiscal year 2018, and interim periods therein. Early adoption is permitted for financial statements that have not been previously issued. ASU 2015-11 can only be applied prospectively. We are currently evaluating the impact of the adoption of ASU 2015-11 on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which amends ASC Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. Specifically, ASU 2014-15 (1) provides a definition of the term “substantial doubt,” (2) requires an evaluation every reporting period, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for the Company in fiscal year 2018, and for annual periods and interim periods thereafter. We do not anticipate the adoption of ASU 2014-15 will have a significant impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively (collectively the “amended ASU 2014-09”). The amended ASU 2014-09 provides a single comprehensive model for the recognition of revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It requires an entity to recognize revenue when the entity transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) with the customer, (2) identifying the separate performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The amended ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date for the amended ASU 2014-09 for the Company is fiscal year 2019, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal year 2018, including interim reporting periods within that reporting period. We are currently evaluating the effect of the adoption of the amended ASU 2014-09 on our consolidated financial statements and the implementation approach to be used.

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Adopted Accounting Standards

Effective October 1, 2016, we elected to early adopt ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The primary impacts of adoption are (1) the recognition of excess tax benefits in our provision for income tax instead of paid-in capital and (2) the presentation of excess tax benefits in the statement of cash flows as cash provided by operating activities instead of cash provided by financing activities. The first requirement is required to be applied prospectively. For the three months ended December 31, 2016, we recorded $1.2 million of excess tax benefits as a reduction to our provision for income tax. For the second requirement, we elected to adopt this update prospectively. For the three months ended December 31, 2016, we presented the $1.2 million in our consolidated statements of cash flows as cash provided by operating activities.

ASU 2016-09 also addresses cash flow statement presentation. Since we have historically presented cash flows related to employee taxes paid for withheld shares as a financing activity, ASU 2016-09 had no impact on our consolidated statements of cash flows. As permitted by ASU 2019-09, we have elected to continue to estimate forfeitures to determine the amount of compensation cost to be recognized in each period.

Effective October 1, 2016, we adopted, on a prospective basis, ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. As of December 31, 2016, we did not have any provisional amounts outstanding from prior acquisitions. Therefore, the adoption of ASU 2015-16 did not have any impact on our consolidated financial statements.

Effective October 1, 2016, we adopted ASU 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. ASU 2015-15 states entities should present debt issuance costs as an asset, and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. As of December 31, 2016 and September 30, 2016, we had $3.6 million and $1.1 million, respectively, of deferred financing costs related to our revolving line-of-credit facility.

Effective October 1, 2016, we adopted ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost. ASU 2015-03 requires that we change the presentation of debt issuance costs on our consolidated balance sheets. Effective October 1, 2016, our unamortized debt financing costs are presented as a reduction of long-term debt instead of being presented as an asset on our consolidated balance sheet. As required by ASU 2015-03, we reclassified $7.6 million of deferred debt financing costs from non-current assets to reduce our $841.9 million long-term debt as of September 30, 2016. As of December 31, 2016, deferred debt financing costs of $12.4 million is presented as a reduction of our long-term debt. See Note 6 for further information.

Effective October 1, 2016, we adopted, on a prospective basis, ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The adoption of ASU 2014-12 did not have any impact on our consolidated financial statements.

Note 3. Inventory

Our inventory is comprised solely of finished goods. During the three months ended December 31, 2016 and 2015, we recorded a charge to cost of sales of $2.2 million and $2.0 million, respectively, to write down excess inventory to its net realizable value.

Note 4. Goodwill

During the three months ended December 31, 2016, goodwill declined $3.1 million as a result of the strengthening of the U.S. dollar compared to the British pound.

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Goodwill consists of the following (in thousands):



	North America			Rest of World			Total
Goodwill as of September 30, 2016, gross	$	779,647		$	63,989		$	843,636
Accumulated impairment	(263,771		)	—			(263,771		)
Goodwill as of September 30, 2016, net	515,876			63,989			579,865
Changes during the period:
Foreign currency translation	—			(3,136		)	(3,136		)

Goodwill as of December 31, 2016, gross	779,647			60,853			840,500
Accumulated impairment	(263,771		)	—			(263,771		)
Goodwill as of December 31, 2016, net	$	515,876		$	60,853		$	576,729

Note 5. Fair Value of Financial Instruments

Derivative Financial Instruments

We use derivative instruments primarily to manage exposures to foreign currency exchange rates and interest rates. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with fluctuations in foreign exchange rates and changes in interest rates. Our derivatives expose us to credit risk to the extent that the counter-parties may be unable to meet the terms of the agreement. We, however, seek to mitigate such risks by limiting our counter-parties to major financial institutions. In addition, the potential risk of loss with any one counter-party resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counter-parties.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In July 2015, we entered into two interest rate swap agreements, which we designated as cash flow hedges, in order to reduce our exposure to variability in cash flows related to interest payments on a portion of our outstanding debt. The first interest rate swap agreement has an amortizing notional amount, which was $412.5 million as of December 31, 2016, and matures on September 30, 2017, giving us the contractual right to pay a fixed interest rate of 1.21% plus the applicable margin under the term loan B facility (as defined in Note 6 below; see Note 6 for the applicable margin). The second interest rate swap agreement also has an amortizing notional amount, initially $375.0 million, giving us the contractual right to pay a fixed interest rate of 2.2625% plus the applicable margin under the term loan B facility, which is effective on September 29, 2017 and matures on September 30, 2019.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) ("AOCI") and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended December 31, 2016, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized immediately in earnings. During the three months ended December 31, 2016, we did not record any hedge ineffectiveness in earnings. No portion of our interest rate swap agreements is excluded from the assessment of hedge effectiveness.

Amounts reported in AOCI related to derivatives and the related deferred tax are reclassified to interest expense as interest payments are made on our variable-rate debt. As of December 31, 2016, we expected to reclassify approximately $1.2 million from accumulated other comprehensive loss and the related deferred tax to earnings as an increase to interest expense over the next 12 months.

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Non-Designated Derivatives

On October 3 and October 5, 2016, we entered into two foreign currency forward contracts to partially reduce our exposure to foreign currency fluctuations for a subsidiary's net monetary assets, which are denominated in a foreign currency. The derivatives are not designated as a hedging instrument. The change in their fair value is recognized as periodic gain or loss in the other income (loss), net line of our consolidated statement of earnings and comprehensive income. Both foreign currency forward contracts expired on December 28, 2016. We did not have foreign currency forward contracts as of December 31 and September 30, 2016.

The following table summarizes the notional principal amounts at December 31 and September 30, 2016 of our outstanding derivative instruments discussed above (in thousands).



	Derivative Notional
	December 31, 2016		September 30, 2016
Instruments designated as accounting hedges:
Interest rate contracts	$	412,500	$	425,000

The following table provides the location and fair value amounts of our financial instruments, which are reported in our consolidated balance sheets as of December 31 and September 30, 2016 (in thousands).



		Fair Value
	Balance Sheet Locations	December 31, 2016		September 30, 2016
Instruments designated as accounting hedges:

Interest rate contracts	Accrued expenses and other current liabilities	$	1,156	$	1,057
	Other liabilities	1,968		5,615

The following table provides the losses of our cash flow hedging instruments (net of income tax benefit), which were transferred from AOCI to interest expense on our consolidated statement of comprehensive income during the three months ended December 31, 2016 and 2015 (in thousands).



	Location in Consolidated Statement of Comprehensive Income	Three Months Ended December 31,
		Three Months Ended December 31,
Cash Flow Hedge		2016		2015
Interest rate contracts	Interest expense, net	$	252	$	352

The following table provides the effective portion of the amount of gain recognized in other comprehensive income (net of income taxes) for the three months ended December 31, 2016 and 2015 (in thousands).



	Three Months Ended December 31,
	Three Months Ended December 31,
Cash Flow Hedge	2016		2015
Interest rate contracts	$	2,182	$	1,240

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The following table provides a summary of changes to our AOCI related to our cash flow hedging instruments (net of income taxes) during the three months ended December 31, 2016 (in thousands).



AOCI - Unrealized Gain (Loss) on Hedging Instruments	Three Months Ended December 31, 2016
Balance at beginning of period	$	(4,206	)
Change in fair value of hedging instruments	1,930
Amounts reclassified to earnings	252
Net current period other comprehensive income	2,182
Balance at end of period	$	(2,024	)

The following table provides the pretax effect of our derivative instruments not designated as hedging instruments on our consolidated statements of earnings and comprehensive income for the three months ended December 31, 2016 and 2015 (in thousands).



	Location in Consolidated Statement of Comprehensive Income	Three Months Ended December 31,
Instruments Not Designated As Hedging Instruments		Three Months Ended December 31,
Instruments Not Designated As Hedging Instruments		2016			2015
Foreign currency forward contracts	Other income (loss), net	$	(2,595	)	$	(490	)

Other Financial Instruments

Our financial instruments consist of cash and cash equivalents, accounts receivable and payable, accrued expenses and other current liabilities, and a line of credit. The carrying amounts of these instruments approximate fair value because of their short-term maturities. The fair value of the long‑term debt instruments is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement (as defined below). The principal amounts and fair values of the debt instruments were as follows (in thousands):



	December 31, 2016				September 30, 2016
	Principal Amount		Fair Value		Principal Amount		Fair Value
Term loan A facility	$	395,000	$	393,815	$	401,344	$	401,344
Term loan B facility	440,562		432,632		440,562		435,716
Total long-term debt	$	835,562	$	826,447	$	841,906	$	837,060

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we primarily utilize reported market transactions and discounted cash flow analysis. We use a three tier fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels whereby the highest priority is given to Level 1 inputs and the lowest to Level 3 inputs. The three broad categories are:



Level 1:	Quoted prices in active markets for identical assets or liabilities.
Level 2:	Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Level 3:	Unobservable inputs for the asset or liability.

The definition of fair value includes the consideration of nonperformance risk. Nonperformance risk refers to the risk that an obligation (either by a counter-party or us) will not be fulfilled. For financial assets traded in an active market (Level 1),

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the nonperformance risk is included in the market price. For certain other financial assets and liabilities (Level 2 and 3), our fair value calculations have been adjusted accordingly.

There were no transfers between the assets and liabilities under Level 1 and Level 2 during the three months ended December 31, 2016. The following tables provide the valuation hierarchy classification of assets and liabilities that are carried at fair value and measured on a recurring basis in our consolidated balance sheets as of December 31 and September 30, 2016 (in thousands).



December 31, 2016	Balance Sheet Locations	Total		Level 1	Level 2		Level 3

Instruments designated as accounting hedges:

Interest rate contracts	Accrued expenses and other current liabilities	$	1,156	—	$	1,156	—
	Other liabilities	1,968		—	1,968		—



September 30, 2016	Balance Sheet Locations	Total		Level 1	Level 2		Level 3

Instruments designated as accounting hedges:

Interest rate contracts	Accrued expenses and other current liabilities	$	1,057	—	$	1,057	—
	Other liabilities	5,615		—	5,615		—

We use observable market-based inputs to calculate fair value of our interest rate swap agreements and outstanding debt instruments, in which case the measurements are classified within Level 2. If quoted or observable market prices are not available, fair value is based upon internally developed models that use, where possible, current market‑based parameters such as interest rates, yield curves and currency rates. These measurements are classified within Level 3.

Note 6. Long-Term Debt

Long-term debt consists of the following (in thousands):



	December 31, 2016									September 30, 2016
	Principal Amount			Deferred Financing Costs			Carrying Amount			Principal Amount		Deferred Financing Costs			Carrying Amount
Term loan A facility	$	395,000		$	(7,308	)	$	387,692		$	401,344	$	(2,247	)	$	399,097
Term loan B facility	440,562			(5,075		)	435,487			440,562		(5,380		)	435,182
Less: current portion	(20,000		)	—			(20,000		)	—		—			—
Non-current portion	$	815,562		$	(12,383	)	$	803,179		$	841,906	$	(7,627	)	$	834,279

On October 4, 2016, we entered into the Fourth Amendment (the Amendment) to our credit agreement, dated as of December 7, 2012, by and among the Company, Wesco Aircraft Hardware (the Borrower) and the lenders and agents party thereto (as amended prior to the Amendment, the Existing Credit Agreement; the Existing Credit Agreement, as amended by the Amendment, the Credit Agreement). The Amendment modified the Existing Credit Agreement to replace the Borrower’s existing revolving facility with a new revolving facility in an aggregate principal amount of $180.0 million and the Borrower’s existing senior secured term loan A facility with a new senior secured term loan A facility in an aggregate principal amount of $400.0 million (the "term loan A facility").

The Credit Agreement provides for (1) a $400.0 million term loan A facility, (2) a $180.0 million revolving facility, and (3) a $525.0 million senior secured term loan B facility (the "term loan B facility"). We refer to the term loan B facility, together with the term loan A facility and the revolving facility, as the "Credit Facilities."

As of December 31, 2016, our outstanding indebtedness under our Credit Facilities was $855.6 million, which consisted of (1) $395.0 million of indebtedness under the term loan A facility, (2) $20.0 million of indebtedness under the revolving

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facility, and (3) $440.6 million of indebtedness under the term loan B facility. As of December 31, 2016, $160.0 million was available for borrowing under the revolving facility, of which we could borrow up to $60.0 million without breaching any covenants contained in the agreements governing our indebtedness.

In connection with the Amendment, we borrowed $25.0 million under the revolving facility. During the three months ended December 31, 2016, we made our required quarterly payment of $5.0 million and a voluntary prepayment of $1.3 million on our term loan A facility and a voluntary prepayment of $5.0 million on our borrowings under the revolving facility.

The interest rate for the term loan A facility is based on our Consolidated Total Leverage Ratio (as defined in the Credit Agreement) as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 2.75% for Eurocurrency loans and 1.00% to 1.75% for alternate base rate (ABR) loans. The term loan A facility amortizes in equal quarterly installments of 1.25% of the original principal amount of $400.0 million with the balance due on the earlier of (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of December 31, 2016, the interest rate for borrowings under the term loan A facility was 3.27%, which approximated the effective interest rate.

The interest rate for the term loan B facility has a margin of 2.50% per annum for Eurocurrency loans (subject to a minimum Eurocurrency rate floor of 0.75% per annum) or 1.50% per annum for ABR loans (subject to a minimum ABR floor of 1.75% per annum). The term loan B facility amortizes in equal quarterly installments of 0.25% of the original principal amount of $525.0 million, with the balance due at maturity on February 28, 2021. As of December 31, 2016, the interest rate for borrowings under the term loan B facility was 3.5%, which approximated the effective interest rate. In July 2015, we entered into interest rate swap agreements relating to this indebtedness, which are described in greater detail in Note 5 above.

The interest rate for the revolving facility is based on our Consolidated Total Leverage Ratio (as defined in the Credit Agreement) as determined in the most recently delivered financial statements, with the respective margins ranging from 2.00% to 2.75% for Eurocurrency loans and 1.00% to 1.75% for ABR loans. The revolving facility expires on the earlier of (i) 90 days before the maturity of the term loan B facility, and (ii) October 4, 2021. As of December 31, 2016, the interest rate for borrowings under the revolving facility was 3.27%.

The Amendment also (1) removed the Consolidated Net Interest Coverage Ratio (as defined in the Existing Credit Agreement) financial covenant and (2) modified the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) levels in the financial covenant to a maximum of 4.50 for the quarters ended September 30, 2016 and December 31, 2016, with step-downs to 4.25 for the quarters ending March 31, 2017 and June 30, 2017, 4.00 for the quarters ending September 30, 2017 and December 31, 2017, 3.75 for the quarters ending March 31, 2018 and June 30, 2018 and 3.50 for the quarter ending September 30, 2018 and thereafter.

The Amendment also provided for additional changes, including (1) permitting the corporate consolidation of Wesco’s operations in the United Kingdom, (2) expanding Wesco’s ability to enter into receivables financings, (3) increasing the maximum amount permitted to be incurred under a Cash-Capped Incremental Facility (as defined in the Credit Agreement) from $100 million to $150 million and (4) providing increased flexibility for future restructurings.

As a result of the amendment, we incurred $10.5 million in fees that were capitalized, $7.2 million of which was related to the term loan A facility and $3.3 million of which was related to the revolving facility. Of the $3.4 million of the unamortized deferred financing costs related to the Existing Credit Agreement, $2.3 million was written off as debt extinguishment loss in the three months ended December 31, 2016, which was included in interest expense for the period. The remaining unamortized deferred financing costs related to the Existing Credit Agreement were added to the $10.5 million of deferred financing costs related to the Amendment and will be amortized over the remaining life of the term loan A and the revolving facility. The following table summarizes the total deferred financing costs for term loan A facility and the revolving facility as of October 4, 2016.



	Term Loan A Facility			Revolving Facility			Total
Deferred financing costs as of September 30, 2016	$	2,247		$	1,120		$	3,367
Write off for the Amendment	(1,769		)	(553		)	(2,322		)
Deferred financing costs for the Amendment	7,215			3,247			10,462
Deferred financing costs as of October 4, 2016	$	7,693		$	3,814		$	11,507

Our borrowings under the Credit Facilities are guaranteed by us and all of our direct and indirect, wholly-owned, domestic restricted subsidiaries (subject to certain exceptions) and secured by a first lien on substantially all of our assets and

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the assets of our guarantor subsidiaries, including capital stock of the subsidiaries (in each case, subject to certain exceptions).

As referred to above, our borrowings under the Credit Facilities are subject to a financial covenant based upon our Consolidated Total Leverage Ratio (as defined in the Credit Agreement) with the maximum ratio currently set at 4.50, which will step down to 4.25 next quarter and will step down gradually during future quarters to 3.50 for the quarter ending September 30, 2018 and thereafter. The Credit Agreement also contains customary negative covenants, including restrictions on our and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness or enter into transactions with affiliates. As of December 31, 2016, we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was 4.19.

As of December 31, 2016, our subsidiary, Wesco Aircraft Europe, Ltd, has available a £7.0 million ($8.6 million based on the December 31, 2016 exchange rate) line of credit that automatically renews annually on October 1 (the "UK line of credit"). The UK line of credit bears interest based on the base rate plus an applicable margin of 1.65%. As of December 31, 2016, the full £7.0 million was available for borrowing under the UK line of credit without breaching any covenants contained in the agreements governing our indebtedness.

Note 7. Comprehensive Income

Comprehensive income, which is net of income taxes, consists of the following (in thousands):



	Three Months Ended December 31,
	2016			2015
Net income	$	13,107		$	20,609
Foreign currency translation loss	(13,439		)	(7,537		)
Unrealized gain on cash flow hedging instruments	2,182			1,240
Total comprehensive income	$	1,850		$	14,312

Note 8. Net Income Per Share

Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share includes the dilutive effect of both outstanding stock options and restricted shares, calculated using the treasury stock method. Assumed proceeds from in-the-money awards include windfall tax benefits, net of shortfalls, calculated under the “as-if” method as prescribed by ASC 718, Compensation—Stock Compensation. The following table provides our basic and diluted net income per share for the three months ended December 31, 2016 and 2015 (dollars in thousands except share data):



	Three Months Ended December 31,
	2016		2015
Net income	$	13,107	$	20,609
Basic weighted average shares outstanding	98,319,926		97,217,924
Dilutive effect of stock options and restricted stock awards/units	501,868		721,499
Dilutive weighted average shares outstanding	98,821,794		97,939,423
Basic net income per share	$	0.13	$	0.21
Diluted net income per share	$	0.13	$	0.21

For the three months ended December 31, 2016 and 2015, respectively, 1,972,928 and 2,978,026 shares of common stock equivalents were not included in the diluted calculation due to their anti-dilutive effect.

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Note 9. Segment Reporting

We are organized based on geographical location. Our reportable segments are comprised of North America and Rest of World.

We evaluate segment performance based primarily on segment income from operations. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to our chief operating decision-maker (“CODM”). Our Chief Executive Officer serves as our CODM.

The following tables present operating and financial information by business segment (in thousands):



	Three Months Ended December 31, 2016									Three Months Ended December 31, 2015
	North America			Rest of World			Consolidated			North America			Rest of World			Consolidated
Net sales	$	270,469		$	68,902		$	339,371		$	286,960		$	72,883		$	359,843
Income from operations	17,286			8,970			26,256			29,056			8,028			37,084
Interest expense, net	(10,115		)	(958		)	(11,073		)	(7,799		)	(1,198		)	(8,997		)
Provision for income taxes	(548		)	(1,816		)	(2,364		)	(6,412		)	(1,967		)	(8,379		)
Capital expenditures	1,064			252			1,316			1,056			106			1,162
Depreciation and amortization	5,950			779			6,729			5,953			1,044			6,997



	As of December 31, 2016						As of December 31, 2015
	North America		Rest of World		Consolidated		North America		Rest of World		Consolidated
Total assets	$	1,682,480	$	275,565	$	1,958,045	$	1,699,656	$	320,760	$	2,020,416

Note 10. Income Taxes



	Three Months Ended December 31,
(dollars in thousands)	2016			2015
Provision for income taxes	$	2,364		$	8,379
Effective tax rate	15.3		%	28.9		%

For the three months ended December 31, 2016, our effective tax rate decreased 13.6 percentage points primarily due to the adoption of ASU 2016-09, which resulted in a decrease of our effective tax rate by 7.9 percentage points, and the release of a valuation allowance on a net operating loss carryforward of a foreign subsidiary, which resulted in a decrease of our effective tax rate by 5.1 percentage points.

Note 11. Commitments and Contingencies

We are involved in various legal matters that arise in the ordinary course of its business. Our management, after consulting with outside legal counsel, believes that the ultimate outcome of such matters will not have a material adverse effect on our business, financial position, results of operations or cash flows. There can be no assurance, however, that such actions will not be material or adversely affect our business, financial position, results of operations or cash flows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. You should read this discussion in conjunction with our consolidated interim financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q.

The statements in this discussion regarding industry trends, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on November 28, 2016, as amended by Amendment No. 1 to Annual Report on Form 10-K/A filed with the SEC on December 14, 2016 (collectively, the “2016 Form 10-K”) and “—Cautionary Note Regarding Forward-Looking Statements” below. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Unless otherwise noted in this Quarterly Report on Form 10-Q, the term “Wesco Aircraft” means Wesco Aircraft Holdings, Inc., our top-level holding company, and the terms “Wesco,” “the Company,” “we,” “us,” “our” and “our company” mean Wesco Aircraft and its subsidiaries. References to “fiscal year” mean the year ending or ended September 30. For example, “fiscal year 2017” or “fiscal 2017” means the period from October 1, 2016 to September 30, 2017.

Executive Overview

We are the world’s leading distributor and provider of comprehensive supply chain management services to the global aerospace industry, based on annual sales. Our services range from traditional distribution to the management of supplier relationships, quality assurance, kitting, just-in-time (“JIT”) delivery and point-of-use inventory management. We supply over 565,000 active stock-keeping units (“SKUs”), including C-class hardware, chemicals, electronic components, bearings, tools and machined parts. We serve our customers under both (1) long-term contractual arrangements (“Contracts”), which include JIT contracts that govern the provision of comprehensive outsourced supply chain management services and long-term agreements ("LTAs"), that typically set prices for specific products, and (2) ad hoc sales.

Founded in 1953 by the father of our current Chairman of the Board of Directors, Wesco has grown to serve over 8,000 customers, which are primarily in the commercial, military and general aviation sectors, including the leading original equipment manufacturers (“OEMs”) and their subcontractors, through which we support nearly all major Western aircraft programs. We also service industrial customers, which include customers in the automotive, energy, pharmaceutical and electronics sectors.

Industry Trends Affecting Our Business

We rely on demand for new commercial and military aircraft for a significant portion of our sales. Commercial aircraft demand is driven by many factors, including the global economy, industry passenger volumes and capacity utilization, airline profitability, introduction of new models and the lifecycle of current fleets. Demand for business jets is closely correlated to regional economic conditions and corporate profits, but also influenced by new models and changes in ownership dynamics. Military aircraft demand is primarily driven by government spending, the timing of orders and evolving U.S. Department of Defense strategies and policies.

Aftermarket demand is affected by many of the same trends as those in OEM channels, as well as requirements to maintain aging aircraft and the cost of fuel, which can lead to greater utilization of existing planes. Demand in the military aftermarket is further driven by changes in overall fleet size and the level of U.S. military operational activity domestically and overseas.

Supply chain service providers and distributors have been aided by these trends along with an increase in outsourcing activities, as OEMs and their suppliers focus on reducing their capital commitments and operating costs.

Commercial Aerospace Market

Over the past three years, major airlines have ordered new aircraft at a robust pace, aided by strong profits and increasing passenger volumes. At the same time, volatile fuel prices have led to greater demand for fuel-efficient models and new engine options for existing aircraft designs. The rise of emerging markets has added to the growth in overall demand at a stronger pace than seen historically. More recently, several airlines have slowed the pace of orders with large commercial

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OEMs in response to rapidly changing macroeconomic conditions. In spite of this development, large commercial OEMs have indicated that they continue to expect a high level of deliveries, primarily due to their unprecedented level of backlogs. Business aviation has lagged the larger commercial market, reflecting a deeper downturn in the last recession and an uncertain economic outlook. Overall business aviation production levels remain well below their pre-recession peak, though newer models have seen a greater acceptance in the marketplace than older and previously owned aircraft.

Military Aerospace Market

Military build-rates have declined for the past few years (and they may continue to decline going forward), which has negatively affected this portion of our business. We believe the diversity of the military aircraft programs we support can help mitigate the impact of new program delays, changes or cancellations. In particular, we believe the services we provide the Joint Strike Fighter program will benefit our future business as production for that program increases. Increased sales for other established aircraft programs that directly benefit from such changes also help moderate build-rate declines.

Other Factors Affecting Our Financial Results

Fluctuations in Revenue

There are many factors, such as changes in customer aircraft build rates, customer plant shut downs, variation in customer working days, changes in selling prices, the amount of new customers’ consigned inventory and increases or decreases in customer inventory levels, that can cause fluctuations in our financial results from quarter-to-quarter. To normalize for short-term fluctuations, we tend to look at our performance over several quarters or years of activity rather than discrete short-term periods. As such, it can be difficult to determine longer-term trends in our business based on quarterly comparisons. Ad hoc business tends to vary based on the amount of disruption in the market due to changes in aircraft build rates, new aircraft introduction, customer or site consolidations, and other factors. Fluctuations in our ad hoc business tend to be partially offset by our contract business as most of our ad hoc revenue comes from our contract customers.

We will continue our strategy of seeking to expand our relationships with existing ad hoc customers by transitioning them to Contracts, as well as expanding relationships with our existing Contract customers to include additional customer sites, additional SKUs and additional levels of service. New Contract customers and expansion of existing Contract customers to additional sites and SKUs sometimes leads to a corresponding decrease in ad hoc sales as a portion of the SKUs sold under Contracts were previously sold to the same customer as ad hoc sales. We believe this strategy serves to mitigate some of the fluctuations in our net sales. Our sales to Contract customers may fail to meet our expectations for a variety of reasons, in particular if industry build rates are lower than expected or, for certain newer JIT customers, if their consigned inventory, which must be exhausted before corresponding products are purchased directly from us, is greater than we expected.

If any of our customers are acquired or controlled by a company that elects not to utilize our services, or attempt to implement in-sourcing initiatives, it could have a negative effect on our strategy to mitigate fluctuations in our net sales. Additionally, although we derive a significant portion of our net sales from the building of new commercial and military aircraft, we have not typically experienced extreme fluctuations in our net sales when sales for an individual aircraft program decrease, which we believe is attributable to our diverse base of customers and programs.

Fluctuations in Margins

Our gross margins are impacted by changes in product mix. Generally, our hardware products have higher gross profit margins than chemicals and electronic components.

We also believe that our strategy of growing our Contract sales and converting ad hoc customers into Contract customers could negatively affect our gross profit margins, as gross profit margins tend to be higher on ad hoc sales than they are on Contract-related sales. However, we believe any potential adverse impact on our gross profit margins is outweighed by the benefits of a more stable long-term revenue stream attributable to Contract customers.

Our Contracts generally provide for fixed prices, which can expose us to risks if prices we pay to our suppliers rise due to increased raw material or other costs. However, we believe our expansive product offerings and inventories, our ad hoc sales and, where possible, our longer-term agreements with suppliers have enabled us to mitigate this risk.

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Fluctuations in Cash Flow

We believe our cash flows may be affected by fluctuations in our inventory that can occur over time. When we are awarded new programs, we generally increase our inventory to prepare for expected sales related to the new programs, which often take time to materialize, and to achieve minimum stock requirements, if any. As a result, if certain programs for which we have procured inventory are delayed or if certain newer JIT customers’ consigned inventory is larger than we expected, we may experience a more sustained inventory increase.

Inventory fluctuations may also be attributable to general industry trends. Factors that may contribute to fluctuations in inventory levels in the future could include (1) strategic purchases (a) to take advantage of favorable pricing, (b) made in anticipation of the expected industry growth cycle, (c) to support new customer Contracts or (d) to acquire high-volume products that are typically difficult to obtain in sufficient quantities; (2) changes in supplier lead times and the timing of inventory deliveries; (3) purchases made in anticipation of future growth (particularly growth in our MRO business); and (4) purchases made in connection with the expansion of existing Contracts. While effective inventory management is an ongoing challenge, we continue to take steps to enhance the sophistication of our procurement practices to mitigate the negative impact of inventory buildups on our cash flow.

Our accounts receivable balance as a percentage of net sales may fluctuate from quarter-to-quarter. These fluctuations are primarily driven by changes, from quarter to quarter, in the timing of sales and the current average days’ sales outstanding. The completion of customer Contracts with accelerated payment terms can also contribute to these quarter-to-quarter fluctuations. Similarly, our accounts payable may fluctuate from quarter to quarter, which is primarily driven by the timing of purchases or payments made to our suppliers.

Segment Presentation

We conduct our business through two reportable segments: North America and Rest of World. We evaluate segment performance based on segment income or loss from operations. Each segment reports its results of operations and makes requests for capital expenditures and acquisition funding to our chief operating decision maker (CODM). Our Chief Executive Officer serves as our CODM.

Key Components of Our Results of Operations

The following is a discussion of the key line items included in our financial statements for the periods presented below under the heading “Results of Operations.” These are the measures that management utilizes to assess our results of operations, anticipate future trends and evaluate risks in our business.

Net Sales

Our net sales include sales of hardware, chemicals, electronic components, bearings, tools and machined parts, and eliminate all intercompany sales. We also provide certain services to our customers, including quality assurance, kitting, JIT delivery and point-of-use inventory management. However, these services are provided by us contemporaneously with the delivery of the product, and as such, once the product is delivered, we do not have a post-delivery obligation to provide services to the customer. Accordingly, the price of such services is generally included in the price of the products delivered to the customer, and revenue is recognized upon delivery of the product, at which point, we have satisfied our obligations to the customer. We do not account for these services as a separate element, as the services generally do not have stand-alone value and cannot be separated from the product element of the arrangement.

We serve our customers under both Contracts, which include JIT contracts and LTAs, and ad hoc sales. Under JIT contracts, customers typically commit to purchase specified products from us at a fixed price, on an if-and-when needed basis, and we are responsible for maintaining high levels of stock availability of those products. LTAs are typically negotiated price lists for customers or individual customer sites that cover a range of pre-determined products, purchased on an as-needed basis. Ad hoc customers purchase products from us on an as-needed basis and are generally supplied out of our existing inventory. In addition, Contract customers often purchase products that are not captured under their Contract on an ad hoc basis.

Income from Operations

Income from operations is the result of subtracting the cost of sales and selling, general and administrative expenses from net sales, and is used primarily to evaluate our performance and profitability.

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The principal component of our cost of sales is product cost, which was 93.5% of our total cost of sales for the three months ended December 31, 2016 and 93.0% for the three months ended December 31, 2015. The remaining components are freight and expediting fees, import duties, tooling repair charges, supplies and contract labor costs, which collectively were 6.5% and 7.0% of our total cost of sales for the three months ended December 31, 2016 and 2015, respectively.

Product cost is determined by the current weighted average cost of each inventory item, except for chemical parts for which the first-in, first-out method is used, and includes charges, if any, to write down excess and obsolete ("E&O") inventory. The charge to write down E&O inventory is calculated by comparing our forecasted demand for each part to the quantity we currently have on-hand. We review inventory for excess quantities and obsolescence quarterly. For a description of our E&O reserve policy, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Inventory” in the 2016 Form 10-K. During the three months ended December 31, 2016 and 2015, we recorded a charge of $2.2 million and $2.0 million, respectively, to cost of sales to write down E&O inventory to its net realizable value.

The principal components of our selling, general and administrative expenses are salaries, wages, benefits and bonuses paid to our employees; stock-based compensation; commissions paid to outside sales representatives; travel and other business expenses; training and recruitment costs; marketing, advertising and promotional event costs; rent; bad debt expense; professional services fees (including legal, audit and tax); and ordinary day-to-day business expenses. Depreciation and amortization expense is also included in selling, general and administrative expenses, and consists primarily of scheduled depreciation for leasehold improvements, machinery and equipment, vehicles, computers, software and furniture and fixtures. Depreciation and amortization also includes intangible asset amortization expense.

Other Expenses

Interest Expense, Net. Interest expense, net consists of the interest we pay on our long-term debt, fees on our revolving facility (as defined below under “—Liquidity and Capital Resources—Credit Facilities—Senior Secured Credit Facilities”) and our line-of-credit and deferred financing costs, net of interest income.

Other Income, Net. Other income, net is primarily comprised of foreign currency exchange gain net of foreign currency exchange loss associated with transactions denominated in currencies other than the respective functional currency of the reporting subsidiary, partially offset by the gain or loss on foreign currency forward contracts.

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our financial statements. We evaluate our estimates and judgments on an on-going basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what we anticipate, and different assumptions or estimates about the future could change our reported results. For a description of our critical accounting policies and estimates, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2016 Form 10-K.

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Results of Operations



	Three Months Ended December 31,
(In thousands)	2016			2015
Consolidated result of operations:
Net sales:
North America	$	270,469		$	286,960
Rest of World	68,902			72,883
Total net sales	$	339,371		$	359,843

Income from operations:
North America	$	17,286		$	29,056
Rest of World	8,970			8,028
Total Income from operations	26,256			37,084
Interest expense, net	(11,073		)	(8,997		)
Other income, net	288			901
Income before provision for income taxes	15,471			28,988
Provision for income taxes	(2,364		)	(8,379		)
Net income	$	13,107		$	20,609



	Three Months Ended December 31,
(As a % of total net sales; numbers have been rounded)	2016		2015
Income from operations by segment:
North America	6.4	%	10.1	%
Rest of World	13.0	%	11.0	%

Consolidated:
Income from operations	7.7	%	10.3	%
Interest expense, net	(3.3	)	(2.5	)
Other income, net	0.2		0.3
Income before provision for income taxes	4.6		8.1
Provision for income taxes	(0.7	)	(2.4	)
Net income	3.9	%	5.7	%

Three months ended December 31, 2016 compared with three months ended December 31, 2015

Net Sales

Consolidated net sales decreased $20.5 million, or 5.7%, to $339.4 million for the three months ended December 31, 2016, compared with $359.8 million for the same period in the prior year. Foreign currency translation impacts reduced sales by $13.6 million. Excluding foreign currency translation impacts, net sales for the three months ended December 31, 2016 decreased $6.9 million compared to the three months ended December 31, 2015. The $6.9 million decrease was primarily due to a decrease in ad hoc sales of $8.7 million partially offset by an increase in contract sales of $1.8 million. The decline in ad hoc revenue was primarily due to production schedule changes as the timing of December holidays this year resulted in more customer production shut downs than in the prior year. This reduction in customer production days affected both ad hoc and contract revenue; however, other increases in contract sales, related both to increases in contract volume and new contracts, more than offset this impact. Ad hoc and Contract sales as a percentage of net sales represented 24% and 76%, respectively, for the three months ended December 31, 2016 as compared to 26% and 74%, respectively, for the same period in the prior year.

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Net sales for our North America segment decreased $16.5 million, or 5.7%, to $270.5 million for the three months ended December 31, 2016, compared with $287.0 million for the same period in the prior year. The $16.5 million decrease was primarily due to a decrease in ad hoc sales of $13.0 million and a decrease in Contract sales of $3.5 million, primarily due to customer production schedule changes.

Net sales for our Rest of World segment decreased $4.0 million, or 5.5%, to $68.9 million for the three months ended December 31, 2016, compared with $72.9 million for the same period in the prior year. Foreign currency translation impacts reduced sales by $13.6 million. Excluding foreign currency translation impacts, net sales for the three months ended December 31, 2016 increased $9.6 million compared to the three months ended December 31, 2015. The $9.6 million increase was due primarily to ad hoc sales growth of $4.2 million and Contract sales growth of $5.4 million that was primarily due to increased production and expanded content.

Income from Operations

Consolidated income from operations decreased $10.8 million or 29.2%, to $26.3 million for the three months ended December 31, 2016, compared with $37.1 million for the same period in the prior year. Income from operations as a percentage of net sales was 7.7% for the three months ended December 31, 2016, compared to 10.3% for the three months ended December 31, 2015. The $10.8 million decrease in income from operations was comprised of a decrease in gross profit of $7.1 million and an increase in SG&A expenses of $3.7 million. The $7.1 million decrease in gross profit was largely due to a $4.4 million foreign currency translation impact. The remaining $2.7 million decrease in gross profit was primarily driven by a decrease in sales on a constant currency basis and to a lesser extent by lower gross margins caused by changes in sales mix. The increase in SG&A expenses was $6.3 million after adjusting for the $2.6 million impact of foreign currency translation, and was largely driven by increases in payroll and other people related costs of $5.0 million, IT related costs of $1.4 million, and non-cash stock based compensation of $0.5 million. The increase in payroll and other people costs was due in part to increased staffing for new business. These increases were partially offset by a $1.1 million decrease in professional fees.

Income from operations for our North America segment decreased $11.8 million or 40.5%, to $17.3 million, compared with $29.1 million for the same period in the prior year. Income from operations as a percentage of net sales was 6.4% for the three months ended December 31, 2016, compared to 10.1% for the same period in the prior year, a decrease of 3.7 percentage points. The decrease in income from operations was comprised of a decrease in gross profit of $6.8 million and an increase in SG&A expenses of $5.0 million. The decrease in gross profit was largely driven by decreased net sales and a decrease in gross margins caused by changes in sales mix. The increase in SG&A expenses was largely driven by increases in payroll and other people related costs of $4.0 million, IT related costs of $1.4 million, and non-cash stock-based compensation of $0.5 million. These increases were partially offset by a $1.2 million decrease in professional fees.

Income from operations for our Rest of World segment increased $1.0 million, or 11.7%, to $9.0 million, compared with $8.0 million for the same period in the prior year. Income from operations as a percentage of net sales was 13.0% for the three months ended December 31, 2016, compared to 11.0% for the same period in the prior year, an increase of 2.0 percentage points. The increase in income from operations is comprised of a $1.3 million decrease in SG&A expenses partially offset by a $0.3 million decrease in gross profit. Adjusted for $2.6 million of positive impact of foreign currency translation, SG&A expenses increased by $1.3 million largely driven by increases in payroll costs of $1.0 million. Adjusted for $4.4 million of negative impact of foreign currency translation, gross profit increased by $4.1 million primarily driven by the increase in net sales on a constant currency basis and changes in sales mix.

Interest Expense, Net

Interest expense, net was $11.1 million for the three months ended December 31, 2016, compared with $9.0 million for the same period in the prior year. The increase was primarily due to $2.3 million of deferred financing costs written off in the three months ended December 31, 2016 as debt extinguishment loss related to the Existing Credit Agreement (as defined and described in Note 6 of Notes to the Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Other Income, Net

Other income, net was $0.3 million for the three months ended December 31, 2016, compared with other income, net of $0.9 million for the same period in the prior year. The $0.6 million decrease in other income was primarily related to lower net foreign currency exchange gains associated with transactions denominated in currencies other than the respective functional currency of the reporting subsidiary.

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Provision for Income Taxes

The provision for income taxes for the three months ended December 31, 2016 was $2.4 million, compared with $8.4 million for the same period in the prior year. The reduction in provision for income taxes compared to the same period of the prior year is due to a combination of lower pre-tax income and a lower effective tax rate. Our effective tax rate was 15.3% and 28.9% for the three months ended December 31, 2016 and 2015, respectively. For the three months ended December 31, 2016, our effective tax rate decreased primarily due to the adoption of ASU 2016-09, which resulted in a decrease of our effective tax rate by 7.9 percentage points, and the release of a valuation allowance on a net operating loss carryforward of a foreign subsidiary, which resulted in a decrease of our effective tax rate by 5.1 percentage points.

Net Income

Net income decreased $7.5 million, or 36.4%, for the three months ended December 31, 2016 to $13.1 million, compared with $20.6 million for the same period in the prior year. Net income as a percentage of net sales was 3.9% for the three months ended December 31, 2016, compared to 5.7% for the same period in the prior year. Net income per diluted share was $0.13 and $0.21 for the three months ended December 31, 2016 and 2015, respectively. This decrease in net income was primarily driven by a decrease in operating income, partially offset by a decrease in provision for income taxes, as discussed above.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash flow from operations and available borrowings under our revolving facility. We have historically funded our operations, debt payments, capital expenditures and discretionary funding needs from our cash from operations. We had total available cash and cash equivalents of $51.2 million and $77.1 million as of December 31, 2016 and September 30, 2016, respectively, of which $34.6 million, or 67.6%, and $53.3 million, or 69.2%, was held by our foreign subsidiaries as of December 31, 2016 and September 30, 2016, respectively. None of our cash and cash equivalents consisted of restricted cash and cash equivalents as of December 31, 2016 or September 30, 2016. All of our foreign cash and cash equivalents are readily convertible into U.S. dollars or other foreign currencies. Our strategic plan does not require the repatriation of foreign cash in order to fund our operations in the U.S. and it is our current intention to permanently reinvest our foreign cash and cash equivalents outside of the U.S. If we were to repatriate foreign cash to the U.S., we may be required to accrue and pay U.S. taxes in accordance with applicable U.S. tax rules and regulations as a result of the repatriation. Our primary uses of cash are for:



•	operating expenses;
•	working capital requirements to fund the growth of our business;
•	capital expenditures that primarily relate to IT equipment and our warehouse operations;
•	debt service requirements for borrowings under the Credit Facilities (as defined below under “—Credit Facilities—Senior Secured Credit Facilities”); and
•	strategic acquisitions.

Generally, cash provided by operating activities has been adequate to fund our operations. Due to fluctuations in our cash flows and the growth in our operations, it may be necessary from time to time in the future to borrow under our revolving facility to meet cash demands. We anticipate that cash provided by operating activities, cash and cash equivalents and borrowing capacity under our revolving facility will be sufficient to meet our cash requirements for the next twelve months. For additional information about our revolving facility, see "—Credit Facilities—Senior Secured Credit Facilities" below. As of December 31, 2016, we did not have any material capital expenditure commitments.

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Cash Flows

Our cash and cash equivalents decreased by $25.9 million during the three months ended December 31, 2016. The decrease was primarily due to cash used in operations.

A summary of our operating, investing and financing activities are shown in the following table (in thousands):



	Three Months Ended December 31,
Consolidated statements of cash flows data:	2016			2015

Net cash (used in) provided by operating activities	$	(28,086	)	$	10,664
Net cash used in investing activities	(1,316		)	(1,162		)
Net cash provided by (used in) financing activities	5,141			(5,488		)

Operating Activities

Our cash flows from operations fluctuates based on the level of profitability during the period as well as the timing of investments in inventory, collections of cash from our customers, payments of cash to our suppliers, and other changes in working capital accounts such as changes in our prepaid expenses and accrued liabilities or the timing of our tax payments.

Our operating activities used $28.1 million of cash in the three months ended December 31, 2016. The primary use of cash was a $42.2 million increase in inventory due chiefly to required stocking levels on new contracts being implemented. Our primary source of operating cash flow is cash received from customers. During the three months ended December 31, 2016, operating cash flows from net income adjusted for non-cash expenses was $25.5 million. The remaining use of cash for operations included an increase in accounts receivable of $2.2 million, a decrease in accounts payable of $8.3 million, and a $0.9 million net increase in other working capital accounts. We expect to continue investing in inventory in the near term to support new business wins.

Investing Activities

Our business is not capital intensive and capital expenditures are normally limited and relate primarily to computer hardware and software and warehouse equipment. Our purchases of property and equipment may vary from period to period due to the timing of the expansion of our business and the investment requirements to provide us with technology that allows us to better serve our customers. During the three months ended December 31, 2016, $1.3 million was used for the purchase of property and equipment. During the three months ended December 31, 2015, $1.2 million was used primarily for the purchase of property and equipment.

Financing Activities

Net cash provided by our financing activities totaled $5.1 million in the three months ended December 31, 2016. In connection with the Fourth Amendment to our Credit Agreement discussed below, we borrowed $25.0 million on the revolving facility (as defined below) and paid $10.5 million in fees. During the quarter, we voluntarily repaid $5.0 million of the revolving facility borrowings and made our scheduled quarterly principal payments of $5.0 million and a voluntary prepayment of $1.3 million on the term loan A facility (as defined below). We also repaid $0.3 million in capital lease obligations and received proceeds from the issuance of common stock in connection with stock option exercises of $2.3 million. We expect to borrow and to repay borrowings under the revolving facility to reflect the quarterly fluctuations in operating cash flow and to fund our temporary investment in inventory for new business.

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Credit Facilities

Senior Secured Credit Facilities

On October 4, 2016, we entered into the Fourth Amendment (the Amendment) to our credit agreement, dated as of December 7, 2012, by and among the Company, Wesco Aircraft Hardware (the Borrower) and the lenders and agents party thereto (as amended prior to the Amendment, the Existing Credit Agreement; the Existing Credit Agreement, as amended by the Amendment, the Credit Agreement). The Amendment modified the Existing Credit Agreement to replace the Borrower’s existing revolving facility with a new revolving facility in an aggregate principal amount of $180.0 million (the "revolving facility") and the Borrower’s existing senior secured term loan A facility with a new senior secured term loan A facility in an aggregate principal amount of $400.0 million (the term loan A facility). See Note 6 of the Notes to the Consolidated Financial Statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q for a summary of the Amendment and our Credit Agreement.

The Credit Agreement also provides for a $525.0 million senior secured term loan B facility (the "term loan B facility"), which was not impacted by the Amendment. We refer to the term loan B facility, together with the term loan A facility and the revolving facility, as the "Credit Facilities."

As of December 31, 2016, our outstanding indebtedness under the Credit Facilities was $855.6 million, which consisted of (1) $395.0 million of indebtedness under the term loan A facility, and (2) $20.0 million of indebtedness under the revolving facility, and (3) $440.6 million of indebtedness under the term loan B facility. As of December 31, 2016, $160.0 million was available for borrowing under the revolving facility, of which we could borrow up to $60.0 million without breaching any covenants contained in the agreements governing our indebtedness.

Our borrowings under the Credit Facilities are subject to a financial covenant based upon our Consolidated Total Leverage Ratio (as defined in the Credit Agreement),with the maximum ratio currently set at 4.50, which will step down to 4.25 next quarter and will step down gradually during future quarters to 3.50 for the quarter ending September 30, 2018 and thereafter. Although our sales, earnings and cash outlook meets the projected requirements for these covenants by a narrow margin, ongoing analysis of forecast projections will be utilized to assess when and if actions are necessary, including potentially seeking an appropriate covenant waiver or amendment. The Credit Agreement also contains customary negative covenants, including restrictions on our and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances or investments, pay dividends, sell or otherwise transfer assets, optionally prepay or modify terms of any junior indebtedness or enter into transactions with affiliates. As of December 31, 2016, we were in compliance with all of the foregoing covenants, and our Consolidated Total Leverage Ratio was 4.19.

UK Line of Credit

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 2 of the Notes to the Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a summary of recent accounting pronouncements.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Wesco and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of management, as well as assumptions made by, and information currently available to, management. Forward-looking

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statements may be accompanied by words such as “achieve,” “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “grow,” “improve,” “increase,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control. Therefore, you should not place undue reliance on such statements.

Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following: general economic and industry conditions; conditions in the credit markets; changes in military spending; risks unique to suppliers of equipment and services to the U.S. government; risks associated with our long-term, fixed-price agreements that have no guarantee of future sales volumes; risks associated with the loss of significant customers, a material reduction in purchase orders by significant customers or the delay, scaling back or elimination of significant programs on which we rely; our ability to effectively compete in our industry; our ability to effectively manage our inventory; our suppliers’ ability to provide us with the products we sell in a timely manner, in adequate quantities and/or at a reasonable cost; our ability to maintain effective information technology systems; our ability to retain key personnel; risks associated with our international operations, including exposure to foreign currency movements; risks associated with assumptions we make in connection with our critical accounting estimates (including goodwill) and legal proceedings; our dependence on third-party package delivery companies; fuel price risks; fluctuations in our financial results from period-to-period; environmental risks; risks related to the handling, transportation and storage of chemical products; risks related to the aerospace industry and the regulation thereof; risks related to our indebtedness; and other risks and uncertainties.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business, including those described under Part I, Item 1A. “Risk Factors” in the 2016 Form 10-K and the other documents we file from time to time with the SEC, including this Quarterly Report on Form 10-Q. All forward-looking statements included in this Quarterly Report on Form 10-Q (including information included or incorporated by reference herein) are based upon information available to us as of the date hereof, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

For a description of our exposure to market risks, see Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risks” in the 2016 Form 10-K. There have been no material changes to our market risks since September 30, 2016, except as already disclosed in the 2016 Form 10-K under the sub-heading "Interest Rate Risk" regarding the Amendment to our Existing Credit Agreement on October 4, 2016.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are involved in various legal matters that arise in the ordinary course of our business. We believe that the ultimate outcome of such matters will not have a material adverse effect on our business financial condition or results of operations. However, there can be no assurance that such actions will not be material or adversely affect our business, financial condition or results of operations.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Part I, Item 1A. “Risk Factors” of the 2016 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

On February 6, 2017, Wesco Aircraft Hardware Corp., a wholly owned subsidiary of the Company, entered into a severance agreement with Todd Renehan, our Executive Vice President and Chief Commercial Officer. The severance agreement replaces and supersedes the terms of Mr. Renehan’s prior employment agreement, which was entered into in connection with our acquisition of the Haas Group, and standardizes Mr. Renehan’s severance terms with our other named executive officers. The severance agreement provides that, upon the termination of Mr. Renehan’s employment without cause or his resignation of employment for good reason (each a “Qualifying Termination”), Mr. Renehan will be entitled to, subject to his signing and not revoking a general release of claims, (i) severance payments equal to one times his annual base salary; (ii) a pro-rated bonus for the year of termination (based on actual performance for the fiscal year); (iii) continued use of his Company-owned or leased automobile, and reimbursement of operating and maintenance expenses, for six months following his termination; and (iv) monthly payments of an amount equal to the COBRA premium required to continue group medical, dental and vision coverage for 12 months following his termination. If a Qualifying Termination occurs within two years after a change in control of the Company, the severance agreement provides that Mr. Renehan will be entitled to, in lieu of the amounts above, (i) severance payments equal to two times the sum of his annual base salary plus target annual bonus amount; (ii) continued use of his Company-owned or leased automobile, and reimbursement of operating and maintenance expenses, for six months following his termination; and (iii) monthly payments of an amount equal to the COBRA premium required to continue group medical, dental and vision coverage for 24 months following his termination. In addition, if a Qualifying Termination occurs within two years after a change in control of the Company, the severance agreement provides that all of Mr. Renehan’s unvested equity or equity-based awards will fully vest, provided that, unless a provision more favorable to Mr. Renehan is included in the applicable award agreement, any such awards that are subject to performance-based vesting conditions will only be payable subject to the attainment of the performance measures for the applicable performance period as provided under the terms of the applicable award agreement.

This summary of the severance agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the severance agreement, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

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ITEM 6. EXHIBITS.

(a) Exhibits



Exhibit Number			Description

10.1			Fourth Amendment to Credit Agreement by and among Wesco Aircraft Holdings, Inc., Wesco Aircraft Hardware Corp., the other subsidiaries party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the lenders party thereto, dated as of October 4, 2016 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 4, 2016 (File No. 001-35253))

10.2			Executive Severance Agreement between Todd Renehan and Wesco Aircraft Hardware Corp., dated February 6, 2017 (filed herewith)

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1			Certification of Periodic Report by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

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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.



Date: February 7, 2017	WESCO AIRCRAFT HOLDINGS, INC.

	By:	/s/ David J. Castagnola
		Name: David J. Castagnola
		Title: President and Chief Executive Officer
		(Principal Executive Officer)

Date: February 7, 2017	By:	/s/ Richard J. Weller
		Name: Richard J. Weller
		Title: Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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