e10vq
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934
For the Quarterly period ended June 30, 2005 or
     
o   Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from                                          to
Commission file number 1-4720
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
     
DELAWARE   95-2109453
     
(State or Other Jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
(Address of Principal Executives Offices)
(Zip Code)
626/585-6700
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
     Indicate by check mark whether registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.
Yes þ No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 7,119,807 as of August 2, 2005
 
 

 


PART I. FINANCIAL INFORMATION
     
    Page(s)
Item 1. Financial Statements (unaudited).
   
 
   
  4
 
   
  5
 
   
  6
 
   
  7-9
 
   
  10-17
 Exhibit 31.(a)
 Exhibit 31.(b)
 Exhibit 32.(a)
 Exhibit 32.(b)
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk appearing on pages 28 through 30 of the Form 10-K Annual Report for the year ended December 31, 2004, filed by Wesco Financial Corporation (“Wesco”), for information on equity price risk and interest rate risk at Wesco. There have been no material changes through June 30, 2005.
Item 4. Controls and Procedures.
     An evaluation was performed under the supervision and with the participation of the management of Wesco, including Charles T. Munger (Chief Executive Officer) and Jeffrey L. Jacobson (Chief Financial Officer), of the effectiveness of the design and operation of Wesco’s disclosure controls and procedures as of June 30, 2005. Based on that evaluation, Mr. Munger and Mr. Jacobson concluded that Wesco’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by Wesco in reports it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported as specified in the rules and forms of the Securities and Exchange Commission. There have been no changes in Wesco’s internal controls over financial reporting during the quarter ended June 30, 2005 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
     Following is a table showing the votes cast for, and withheld from voting for, each nominee at the annual meeting of shareholders of Wesco held May 4, 2005, at which meeting the shareholders elected the following Directors:
                 
    Favorable   Votes
Name   Votes   Withheld
Charles T. Munger
    6,861,173       84,573  
Carolyn H. Carlburg
    6,918,249       27,497  
Robert E. Denham
    6,613,944       331,802  
Robert T. Flaherty
    6,928,916       16,830  
Peter D. Kaufman
    6,930,540       15,206  
Elizabeth Caspers Peters
    6,930,156       15,590  
Item 6. Exhibits
31 (a) — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (chief executive officer)
31 (b) — Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (chief financial officer)
32 (a) — Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (chief executive officer)
32 (b) — Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (chief financial officer)

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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
INCOME AND RETAINED EARNINGS

(Dollar amounts in thousands except for amounts per share)
(Unaudited)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Revenues:
                               
Sales and service revenues
  $ 111,058     $ 103,934     $ 219,743     $ 204,421  
Insurance premiums earned
    12,686       15,122       24,755       33,588  
Dividend and interest income
    13,614       8,431       25,563       16,922  
Realized investment gains
    774             774        
Other
    901       824       1,748       1,623  
 
                               
 
    139,033       128,311       272,583       256,554  
 
                               
 
                               
Costs and expenses:
                               
Cost of products and services sold
    37,384       36,789       74,956       72,357  
Insurance losses, loss adjustment and underwriting expenses
    6,848       9,513       13,583       20,281  
Selling, general and administrative expenses
    65,767       66,836       130,757       131,166  
Interest expense
    302       156       519       323  
 
                               
 
    110,301       113,294       219,815       224,127  
 
                               
 
                               
Income before income taxes
    28,732       15,017       52,768       32,427  
Income taxes
    9,552       4,456       15,161       9,668  
 
                               
 
                               
Net income
    19,180       10,561       37,607       22,759  
Retained earnings — beginning of period
    1,671,828       1,628,067       1,655,929       1,618,324  
Cash dividends declared and paid
    (2,527 )     (2,456 )     (5,055 )     (4,911 )
 
                               
 
                               
Retained earnings — end of period
  $ 1,688,481     $ 1,636,172     $ 1,688,481     $ 1,636,172  
 
                               
 
                               
Amounts per capital share based on 7,119,807 shares outstanding throughout each period:
                               
Net income
  $ 2.69     $ 1.49     $ 5.28     $ 3.20  
 
                               
Cash dividends
  $ .355     $ .345     $ .710     $ .690  
 
                               
See notes beginning on page 7.

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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
                 
    June 30,   Dec. 31,
    2005   2004
ASSETS
               
 
               
Cash and cash equivalents
  $ 1,203,740     $ 1,161,163  
Investments:
               
Securities with fixed maturities
    79,670       94,299  
Marketable equity securities
    791,207       759,658  
Rental furniture
    187,134       171,983  
Goodwill of acquired businesses
    266,607       266,607  
Other assets
    125,823       117,825  
 
               
 
               
 
  $ 2,654,181     $ 2,571,535  
 
               
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
Insurance losses and loss adjustment expenses
  $ 58,313     $ 56,162  
Unearned insurance premiums
    28,156       25,341  
Deferred furniture rental income and security deposits
    21,956       20,358  
Notes payable
    39,900       29,225  
Income taxes payable, principally deferred
    279,986       272,005  
Other liabilities
    57,506       51,501  
 
               
 
               
 
    485,817       454,592  
 
               
 
               
Shareholders’ equity:
               
Capital stock and additional paid-in capital
    33,324       33,324  
Unrealized appreciation of investments, net of taxes
    446,559       427,690  
Retained earnings
    1,688,481       1,655,929  
 
               
 
               
Total shareholders’ equity
    2,168,364       2,116,943  
 
               
 
               
 
  $ 2,654,181     $ 2,571,535  
 
               
See notes beginning on page 7.

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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
                 
    Six Months Ended
    June 30,   June 30,
    2005   2004
Cash flows from operating activities, net
  $ 82,483     $ 80,375  
 
               
 
               
Cash flows from investing activities:
               
Proceeds from sales and maturities of investments
    28,907       46,236  
Purchases of investments
    (16,039 )     (2,907 )
Purchases of rental furniture
    (54,238 )     (44,936 )
Other, net
    (4,156 )     1,740  
 
               
 
               
Net cash flows from investing activities
    (45,526 )     133  
 
               
 
               
Cash flows from financing activities:
               
Net increase in notes payable, principally line of credit
    10,675       12,900  
Payment of cash dividends
    (5,055 )     (4,911 )
Other
          11  
 
               
 
               
Net cash flows from financing activities
    5,620       8,000  
 
               
 
               
Increase in cash and cash equivalents
    42,577       88,508  
 
               
Cash and cash equivalents — beginning of period
    1,161,163       1,052,462  
 
               
 
               
Cash and cash equivalents — end of period
  $ 1,203,740     $ 1,140,970  
 
               
 
               
Supplementary information:
               
Interest paid during period
  $ 856     $ 101  
Income taxes paid (recovered), net, during period
    16,598       (2,133 )
 
               
See notes beginning on page 7.

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WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
Note 1
     The unaudited condensed consolidated financial statements of which these notes are an integral part include the accounts of Wesco Financial Corporation (“Wesco”) and its subsidiaries. In management’s opinion, such statements reflect all adjustments (all of them of a normal recurring nature) necessary to a fair statement of interim results in accordance with accounting principles generally accepted in the United States.
     Reference is made to the notes to Wesco’s consolidated financial statements appearing on pages 40 through 48 of its 2004 Form 10-K Annual Report for other information deemed generally applicable to the condensed consolidated financial statements. In particular, Wesco’s significant accounting policies and practices are set forth in Note 1 on pages 40 through 42.
     Wesco’s management does not believe that any accounting pronouncements issued by the Financial Accounting Standards Board or other applicable authorities that are required to be adopted after June 30, 2005 are likely to have a material effect on reported shareholders’ equity.
Note 2
     Following is a summary of securities with fixed maturities:
                                 
    June 30, 2005   December 31, 2004
    Amortized   Fair   Amortized   Fair
    Cost   Value   Cost   Value
Mortgage-backed securities
  $ 57,989     $ 60,757     $ 76,212     $ 80,531  
U.S. government obligations
    18,942       18,913       12,812       13,768  
 
                               
 
  $ 76,931     $ 79,670     $ 89,024     $ 94,299  
 
                               
     At June 30, 2005, the estimated fair values of securities with fixed maturities contained $2,780 of unrealized gains and $41 of unrealized losses, compared with $5,306 of unrealized gains and $31 of unrealized losses at December 31, 2004.
     Following is a summary of marketable equity securities (all common stocks):
                                 
    June 30, 2005   December 31, 2004
            Fair           Fair
    Cost   Value   Cost   Value
The Coca-Cola Company
  $ 40,761     $ 300,834     $ 40,761     $ 300,041  
The Gillette Company
    40,000       324,032       40,000       286,592  
American Express Company
    20,687       103,431       20,687       109,533  
Wells Fargo & Company
    6,333       62,910       6,333       63,492  
 
                               
 
  $ 107,781     $ 791,207     $ 107,781     $ 759,658  
 
                               
     Reference is made to information as to the pending purchase of The Gillette Company by The Procter and

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Gamble Company discussed in Note 2 to the consolidated financial statements appearing on page 42 of Wesco’s 2004 Form 10-K Annual Report. Based on market prices in New York Stock Exchange trading as of the close of business on June 30, 2005, had the transaction closed at that date, Wesco would have recognized a pre-tax gain of approximately $284,000 ($185,000, after income taxes).
Note 3
     The following table sets forth Wesco’s consolidated comprehensive income for the three- and six-month periods ended June 30, 2005 and 2004:
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Net income
  $ 19,180     $ 10,561     $ 37,607     $ 22,759  
Increase in unrealized appreciation of investments, net of income tax effect of $1,953, $7,016, $10,144 and $12,829
    3,600       12,995       18,869       23,910  
 
                               
Comprehensive income
  $ 22,780     $ 23,556     $ 56,476     $ 46,669  
 
                               
Dollar amounts in thousands except for amounts per share

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Note 4
     Following is condensed consolidated financial information for Wesco, by business segment:
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Insurance segment:
                               
Revenues
  $ 26,080     $ 23,365     $ 49,885     $ 50,135  
Net income
    13,253       9,657       27,002       20,759  
Assets at end of period
    2,076,171       2,048,723       2,076,171       2,048,723  
 
                               
 
                               
Furniture rental segment:
                               
Revenues
  $ 95,965     $ 88,088     $ 188,791     $ 173,835  
Net income
    5,065       220       9,331       604  
Assets at end of period
    253,891       241,021       253,891       241,021  
 
                               
 
                               
Industrial segment:
                               
Revenues
  $ 15,093     $ 15,856     $ 30,952     $ 30,596  
Net income
    226       582       638       1,212  
Assets at end of period
    19,036       20,540       19,036       20,540  
 
                               
 
                               
Goodwill of acquired businesses, included in assets at end of period
  $ 266,607     $ 266,607     $ 266,607     $ 266,607  
 
                               
 
                               
Realized investment gains:
                               
Before taxes (included in revenues)
  $ 774     $     $ 774     $  
After taxes (included in net income)
    503             503        
 
                               
 
                               
Other items unrelated to business segments:
                               
Revenues
  $ 1,121     $ 1,002     $ 2,181     $ 1,988  
Net income
    133       102       133       184  
Assets at end of period
    38,476       34,073       38,476       34,073  
 
                               
 
                               
Consolidated totals:
                               
Revenues
  $ 139,033     $ 128,311     $ 272,583     $ 256,554  
Net income
    19,180       10,561       37,607       22,759  
Assets at end of period
    2,654,181       2,610,964       2,654,181       2,610,964  
 
                               
Dollar amounts in thousands except for amounts per share

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WESCO FINANCIAL CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Reference is made to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 19 through 30 of the Form 10-K Annual Report filed by Wesco Financial Corporation (“Wesco”) for the year 2004 for information deemed generally appropriate to an understanding of the accompanying condensed consolidated financial statements. The information set forth in the following paragraphs updates such discussion. Further, in reviewing the following paragraphs, attention is directed to the accompanying unaudited condensed consolidated financial statements.
OVERVIEW
Financial Condition
     Wesco continues to have a strong balance sheet at June 30, 2005, with relatively little debt and no hedging. Liquidity, which has traditionally been high, has been even higher than usual for the past two years due principally to sales, maturities and early redemptions of fixed-maturity investments, and reinvestment of the proceeds in cash equivalents pending redeployment.
Results of Operations
     After-tax earnings improved in the second quarter and the first six months of 2005 from the corresponding 2004 amounts mainly due to improved results of the furniture rental segment and increased investment income earned by the insurance segment resulting mainly from increased interest rates on short-term investments.
FINANCIAL CONDITION
     Wesco’s shareholders’ equity at June 30, 2005 was approximately $2.17 billion ($305 per share), up from $2.12 billion ($297 per share) at December 31, 2004. Shareholders’ equity included $446.6 million at June 30, 2005, and $427.7 million at December 31, 2004, representing appreciation in market value of investments, which is credited directly to shareholders’ equity, net of taxes, without being reflected in earnings. Because unrealized appreciation is recorded using market quotations, gains or losses ultimately realized upon sale of investments could differ substantially from recorded unrealized appreciation.
     Wesco’s consolidated cash and cash equivalents, held principally by its insurance businesses, increased slightly from $1.16 billion at December 31, 2004, to $1.20 billion at June 30, 2005.
     Wesco’s consolidated borrowings totaled $39.9 million at June 30, 2005 versus $29.2 million at December 31, 2004. The increase in borrowings related to a revolving line of credit used in the furniture rental business.
     Wesco’s management continues to believe that the Wesco group has adequate liquidity and capital resources to provide for any contingent needs that may arise.

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RESULTS OF OPERATIONS
     The following summary sets forth the contribution to Wesco’s consolidated net income of each business segment — insurance, furniture rental and industrial — as well as activities not considered related to such segments. (Amounts are in thousands, all after income tax effect.)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Insurance segment:
                               
Underwriting
  $ 3,795     $ 3,629     $ 9,272     $ 8,633  
Investment income
    9,458       6,028       17,730       12,126  
Furniture rental segment
    5,065       220       9,331       604  
Industrial segment
    226       582       638       1,212  
Nonsegment items other than investment gains
    133       102       133       184  
 
                               
Realized investment gains
    503             503        
 
                               
 
                               
Consolidated net income
  $ 19,180     $ 10,561     $ 37,607     $ 22,759  
 
                               
Insurance Segment
     The insurance segment is comprised of Wesco-Financial Insurance Company (“Wes-FIC”) and The Kansas Bankers Surety Company (“KBS”). Their operations are conducted or supervised by wholly owned subsidiaries of Berkshire Hathaway Inc., Wesco’s ultimate parent company. Following is a summary of the results of segment operations, which represent essentially the combination of underwriting results with dividend and interest income. (Amounts are in thousands.)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Premiums written
  $ 13,228     $ 13,140     $ 25,659     $ 25,684  
 
                               
Premiums earned
  $ 12,686     $ 15,122     $ 24,755     $ 33,588  
 
                               
Underwriting gain
  $ 5,838     $ 5,583     $ 11,172     $ 13,281  
Dividend and interest income
    13,404       8,235       25,130       16,536  
 
                               
Income before income taxes
    19,242       13,818       36,302       29,817  
Income taxes
    5,989       4,161       9,300       9,058  
 
                               
Segment net income
  $ 13,253     $ 9,657     $ 27,002     $ 20,759  
 
                               
     Premiums written for the second quarters of 2005 and 2004 included $7.9 million and $8.2 million of reinsurance written by Wes-FIC, and $5.3 million and $4.9 million of primary insurance written by KBS. Premiums written for the six-month periods ended June 30, 2005 and 2004 included $14.4 million and $15.1 million written by Wes-FIC, and $11.2 million and $10.6 million written by KBS. Premiums earned by Wes-FIC for the second quarters of 2005 and 2004 were $7.4 million and $10.1 million; KBS earned premiums of $5.3 million and $5.0 million. For the first six months of 2005 and 2004, Wes-FIC earned premiums of $14.4

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million and $23.6 million; KBS earned $10.4 million and $10.0 million.
     At June 30, 2005, Wes-FIC’s in-force business consisted of a reinsurance contract under which it was participating in three pools of aviation-related risks: hull and liability pools to the extent of 10% each; and a workers’ compensation pool to the extent of 5% which became effective in 2005 but has not yet resulted in significant premium volume. In 2004, Wes-FIC was participating in the hull and liability pools as well as in a reinsurance contract covering certain multi-line property and casualty risks of a large, unaffiliated insurer. The latter arrangement was commuted in the fourth quarter of 2004 as discussed on pages 21 and 22 of Wesco’s 2004 Form 10-K Annual Report. Written premiums under that contract for the second quarter and first six months of 2004 were $1.4 million and $2.9 million; earned premiums were $2.0 million and $7.9 million for those periods.
     For the second quarters of 2005 and 2004, reinsurance generated underwriting gains of $3.3 million and $4.6 million. The 2005 figure included gains of $2.9 million relating to the aviation contract and $0.4 million attributable to other reinsurance business. The 2004 figure related to the aviation contract only. Other reinsurance business for the 2004 quarter did not significantly affect Wes-FIC’s underwriting results. For the first six months of 2005 and 2004, reinsurance generated net underwriting gains of $5.5 million and $9.2 million. Those amounts represented gains of $5.7 million and $8.6 million relating to the aviation contract, reduced, in the 2005 period, by a loss of $0.2 million on other reinsurance business, and increased, in 2004, by a gain of $0.6 million associated with the aforementioned commuted contract. KBS’s underwriting gains for the second quarters of 2005 and 2004 were $2.5 million and $0.9 million; its underwriting gains for the first six months of 2005 and 2004 were $5.7 million and $4.1 million.
     Underwriting results of the insurance segment typically fluctuate from period to period. The aviation-related reinsurance activity reflected higher, but quite favorable, ratios of losses and expenses to premiums for the 2005 periods than for the comparable periods of 2004. KBS’s underwriting results for the 2004 periods reflected greater-than-usual losses in the second quarter. KBS cedes minimal amounts to reinsurers. Management accepts volatility in underwriting results in return for better potential aggregate results over the long term.
     Dividend and interest income earned by the insurance segment for the 2005 periods increased from the corresponding prior year figures principally due to improvement in interest rates on short-term investments.
     The insurance segment’s income tax provision for the six-month period ended June 30, 2005 benefited by $2.0 million relating to the resolution of an issue raised in an examination of a prior year income tax return by the Internal Revenue Service, recorded in the first quarter.

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Furniture Rental Segment
     The furniture rental segment consists of CORT Business Services Corporation (“CORT”). Following is a summary of segment operating results. (Amounts are in thousands.)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Revenues:
                               
Furniture rentals
  $ 76,330     $ 68,055     $ 149,404     $ 134,315  
Furniture sales
    17,332       17,104       35,288       33,829  
Apartment locator fees
    2,303       2,929       4,099       5,691  
 
                               
Total revenues
    95,965       88,088       188,791       173,835  
 
                               
 
                               
Cost of rentals, sales and fees
    24,734       24,020       49,140       47,907  
Selling, general and administrative expenses
    62,797       63,766       124,643       125,165  
Interest expense
    305       160       522       323  
 
                               
 
    87,836       87,946       174,305       173,395  
 
                               
Income before income taxes
    8,129       142       14,486       440  
Income taxes
    3,064       ( 78 )     5,155       (164 )
 
                               
Segment net income
  $ 5,065     $ 220     $ 9,331     $ 604  
 
                               
     Furniture rental revenues for the second quarter of 2005 increased $8.3 million, or 12.2%, over those of the second quarter of 2004, and $15.1 million, or 11% over those of the first six months of 2004. Excluding $9.5 million and $7.3 million of rental revenues from tradeshows and from locations not in operation throughout each of the three-month periods, and $19.7 million and $14.8 million of similar revenues for each of the six month periods, rental revenues for the second quarter of 2005 increased approximately 10% from those of the 2004 quarter and 8.5% for the current six-month period from those of the first six months of last year. Management attributes the improvement principally to an improving economy as well as to CORT’s continued focus on new business development. The number of furniture leases, which had declined more than 20% through yearend 2003 from the peak level attained in late 2000, has continued to increase since 2004. The corresponding number of leases at the end of the second quarter of 2005 was 9.2% higher than at June 30, 2004, and 6.1% higher than the count at yearend 2004. Management is cautiously optimistic that the recent recovery in its business will continue.
     Furniture sales revenues increased 1.3% for the second quarter of 2005, and 4.3% for the first six months, from those reported for the comparable periods of 2004. The improvement is attributed principally to renewed efforts to reduce idle inventory.
     Apartment locator fees for the second quarter of 2005 decreased by $0.6 million, or 21%, from those of the second quarter 2004, and, for the first six months of 2005, fees decreased by $1.6 million, or 28%, from those reported for the first six months of 2004. Since late 2003, the apartment locator operation has been undergoing reorganization. Some of its walk-in facilities have been merged into furniture rental or sale facilities, and others have been closed, resulting in significant cost and expense reductions. The reduction in apartment locator revenues has been offset by a reduction in related costs and expenses.

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     Cost of rentals, sales and fees amounted to 25.8% and 26.0% of revenues for the second quarter and first six months of 2005, versus 27.3% and 27.6% for the corresponding periods of 2004. The improved margins for each 2005 period resulted principally from a relative decrease in the depreciation component in the ratio of cost of rentals and sales to revenues in each current period due mainly to the increases in the numbers of leases outstanding for each such period (depreciation is charged whether or not furniture is out on lease) as well as increases in furniture sales in the current periods. Costs of generating apartment locator fees were $1.8 million for the second quarter and $3.6 million for the first six months of 2005, versus $2.3 million and $5.0 million for the comparable periods of 2004. Excluding apartment-locator costs, segment costs for furniture rentals and sales were 24.5% and 24.7% of sales revenues for the second quarter and first six months of 2005, versus 25.5% in each corresponding period of 2004.
     Selling, general, administrative and interest expenses (“operating expenses”) for the furniture segment were $63.1 million for the second quarter of 2005 and $125.2 million for the first six months, down slightly from the $63.9 million and $125.5 million incurred for the comparable periods of 2004. These costs included apartment locator-related expenses of $2.3 million for the second quarter and $4.6 million for the first six months of 2005, versus $4.3 million and $7.1 million for the 2004 periods. Operating expenses as a percentage of revenues decreased from 72.6% for the second quarter and 72.2% for the first six months of 2004 to 65.8% and 66.3% for the comparable periods of 2005.
     Income before income taxes for the furniture rental segment amounted to $8.1 million for the second quarter and $14.5 million for the first six months of 2005, versus $0.1 million for the second quarter and $0.4 million for the first six months of 2004. The $8.0 million improvement in the operating results for the second quarter and $14.1 million improvement for the first six months of 2005 were primarily attributable to growth in rental revenues and the benefit of cost and expense reductions in the apartment locator business due mainly to its reorganization. If the losses incurred by the apartment-locator operation ($1.2 million, before income taxes, for the second quarter and $3.1 million for the first six months of 2005, and $3.4 million, before taxes, for the second quarter and $6.0 million of the first six months of 2004) were eliminated, income before taxes would have been $9.2 million for the second quarter and $17.6 million for the first six months of 2005, and $3.4 million for the second quarter and $6.5 million for the first six months of 2004.
Industrial Segment
     Following is a summary of the results of operations of the industrial segment, which consists of the businesses of Precision Steel Warehouse, Inc. and its subsidiaries. (Amounts are in thousands.)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Revenues
  $ 15,093     $ 15,856     $ 30,952     $ 30,596  
 
                               
Income before income taxes
  $ 449     $ 965     $ 1,134     $ 2,012  
Income taxes
    223       383       496       800  
 
                               
Segment net income
  $ 226     $ 582     $ 638     $ 1,212  
 
                               
     In Wesco’s 2004 Annual Report on Form 10-K it was reported that the operations of the industrial segment had suffered for several years prior to 2004. Not only had there been a decline in the number of orders placed,

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but there had also been a trend towards smaller-sized orders. At the beginning of 2004, a shortage of raw materials from domestic mills produced near chaos in the steel service industry. Customers wishing to avoid running out of stock, accelerated their purchasing, exacerbating the tumult. As the year progressed, domestic steel mills were operating at capacity and imported steel was not readily available. These and other factors enabled the mills to raise prices, place limits on order quantities and extend delivery times. Precision Steel reacted by passing the price increases, plus normal mark-ups, on to its customers.
     Throughout 2005, as supplies of product from domestic mills have become more readily available, demand has softened, competitive pressures have increased, and mills have lowered prices, although such prices remain substantially above their level one year earlier. Industrial segment revenues for the second quarter of 2005 decreased $0.8 million, or 4.8%, from those of the second quarter of 2004; volume, in terms of pounds of steel products sold, decreased by 20.6% for the quarter from volume of the comparable 2004 quarter. For the first six months of 2005, industrial segment revenues increased $0.4 million; pounds of steel products sold decreased by 24.9%.
     These anomalous results were attributable principally to increases of about 40% in average selling prices since the beginning of 2004.
     Income before income taxes and net income of the industrial segment for the second quarter and for the first six months of 2005 each declined by approximately 50% from the corresponding 2004 figures. These decreases resulted principally from increases in the cost of products sold, from 80.6% of sales revenues for the second quarter of 2004 to 83.8% for the second quarter of 2005, and from 79.9% for the first six months of 2004 to 83.4% for the comparable period of 2005. The cost percentages typically fluctuate slightly from period to period as a result of changes in product mix and price competition at all levels. The cost percentages for the 2004 periods, however, were unusually low, reflecting mainly customers’ acceptance of price increases in view of metal shortages and other factors described above. Though current conditions may no longer be as unstable, management is concerned that the steel warehouse business may revert to the difficult times that prevailed prior to 2004; as noted in the 2004 Form 10-K, average annual segment revenues for the years 2001 through 2003 were down 27% from those reported for 1998 through 2000.
Unrelated to Business Segment Operations
     Set forth below is a summary of items increasing Wesco’s consolidated net income that are viewed by management as unrelated to the operations of the insurance, furniture rental and industrial segments. (Amounts are in thousands.)
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,   June 30,   June 30,
    2005   2004   2005   2004
Realized investment gains, before income tax effect
  $ 774     $     $ 774     $  
Income taxes
    271             271        
 
                               
Realized investment gains
  $ 503     $     $ 503     $  
 
                               
     Realized gains and losses on Wesco’s investments have fluctuated in amount from period to period, sometimes impacting consolidated earnings significantly. No gains or losses were realized in the first six months of 2004. Gains or losses, when they occur, are classified by Wesco as nonsegment items; they tend to fluctuate in amount from period to period, and their amounts and timing have no predictive or practical

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analytical value.
*   *   *   *   *
     Wesco’s effective consolidated income tax rate typically fluctuates somewhat from period to period for various reasons, such as the relation of dividend income, which is substantially exempt from income taxes, to other pre-tax earnings or losses, which are generally fully taxable. The respective income tax provisions, expressed as percentages of income before income taxes, amounted to 33.2% and 29.7% for the quarters ended June 30, 2005 and June 30, 2004, and 28.7% and 29.8% for the respective six-month periods. The effective income tax rate for the six-month period ended June 30, 2005 would have been 32.5% without the $2.0 million benefit recorded by Wes-FIC in the first quarter, explained above (see last paragraph under Insurance Segment).
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
     Reference is made to page 27 of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Form 10-K Annual Report filed by Wesco for the year ended December 31, 2004, for a table summarizing the contractual obligations associated with ongoing business activities of Wesco and its subsidiaries, some of which are off-balance sheet, and involve cash payments in periods after yearend 2004. At June 30, 2005, except for an increase in borrowings of $10.7 million under a revolving line of credit by Wesco’s furniture rental subsidiary, there have been no material changes in contractual obligations, including off-balance sheet arrangements, of Wesco or its subsidiaries from those reported as of December 31, 2004.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
     Reference is made to pages 27 and 28 of Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Form 10-K Annual Report filed by Wesco for the year ended December 31, 2004 for the accounting policies and practices considered by Wesco’s management to be critical to its determination of consolidated financial position and results of operations, as well as to Note 1 to Wesco’s consolidated financial statements appearing on pages 40 through 42 thereof for a description of the significant policies and practices followed by Wesco (including those deemed critical) in preparing its consolidated financial statements. There have been no changes in significant policies and practices through June 30, 2005.
FORWARD-LOOKING STATEMENTS
     Certain written or oral representations of management stated in this report or elsewhere constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as contrasted with statements of historical fact. Forward-looking statements include statements which are predictive in nature, or which depend upon or refer to future events or conditions, or which include words such as expects, anticipates, intends, plans, believes, estimates, may, or could, or which involve hypothetical events. Forward-looking statements are based on information currently available and are subject to various risks and uncertainties that could cause actual events or results to differ materially from those characterized as being likely or possible to occur. Such statements should be considered judgments only, not guarantees, and Wesco’s management assumes no duty, nor has it any specific intention, to update them.

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     Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. The principal important risk factors that could cause Wesco’s actual performance and future events and actions to differ materially from those expressed in or implied by such forward-looking statements include, but are not limited to, changes in market prices of Wesco’s significant equity investments, the occurrence of one or more catastrophic events such as acts of terrorism, hurricanes, or other events that cause losses insured by Wesco’s insurance subsidiaries, changes in insurance laws or regulations, changes in income tax laws or regulations, and changes in general economic and market factors that affect the prices of investment securities or the industries in which Wesco and its affiliates do business.
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
                 
    WESCO FINANCIAL CORPORATION  
 
               
Date: August 8, 2005
      By:      /s/ Jeffrey L. Jacobson    
 
               
 
          Jeffrey L. Jacobson    
 
          Vice President and    
 
          Chief Financial Officer    
 
          (principal financial officer)    

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