WESCO INTERNATIONAL INC
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
WCC$316.70+0.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedule
The financial statements, financial statement schedule and exhibits listed below are filed as part of this annual report:
(a)(1)Financial Statements
The list of financial statements required by this item is set forth in Item 8, “Financial Statements and Supplementary Data,” and is incorporated herein by reference.
(2)Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts
(b)Exhibits
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 2.1 | Agreement and Plan of Merger, dated as of January 10, 2020, by and among WESCO International, Inc., Warrior Merger Sub, Inc. and Anixter International Inc. | Incorporated by reference to Exhibit 2.1 to Wesco’s Current Report on Form 8-K, dated January 13, 2020 |
| 3.1 | Restated Certificate of Incorporation of WESCO International, Inc. | Incorporated by reference to Exhibit 3.1 to Wesco’s Registration Statement on Form S-4, dated September 28, 2001 (No. 333-70404) |
| 3.2 | Certificate of Amendment of Certificate of Incorporation to Restated Certificate of Incorporation of WESCO International, Inc. | Incorporated by reference to Exhibit 3.1 to Wesco’s Current Report on Form 8-K, dated May 29, 2014 |
| 3.3 | Amended and Restated By-laws of WESCO International, Inc., effective as of December 16, 2022 | Incorporated by reference to Exhibit 3.1 to Wesco's Current Report on Form 8-K, dated December 16, 2022 |
| 3.4 | Certificate of Designations with respect to the Series A Preferred Stock, dated June 22, 2020 | Incorporated by reference to Exhibit 3.1 to Wesco’s Current Report on Form 8-K, dated June 22, 2020 |
| 3.5 | Certificate of Designations of Series B Junior Participating Preferred Stock of WESCO International, Inc. | Incorporated by reference to Exhibit 3.1 to Wesco’s Current Report on Form 8-K, dated July 17, 2020 |
| 4.1 | Indenture, dated November 26, 2013, among WESCO Distribution, Inc. and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated November 27, 2013 |
| 4.2 | Form of 5.375% Unrestricted Note due 2021 | Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated November 27, 2013 |
| 4.3 | Indenture, dated June 15, 2016, among WESCO Distribution, Inc. and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 15, 2016 |
| 4.4 | Form of 5.375% Unrestricted Note due 2024 | Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 15, 2016 |
| 4.5 | Indenture, dated June 12, 2020, between WESCO International, Inc., WESCO Distribution, Inc. and U.S. Bank National Association, as trustee | Incorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020 |
| 4.6 | Form of 7.125% Senior Note due 2025 | Incorporated by reference to Exhibit A-1 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020 |
| 4.7 | Form of 7.250% Senior Note due 2028 | Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020 |
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 4.8 | Deposit Agreement, dated as of June 19, 2020, among WESCO International, Inc., Computershare Inc. and Computershare Trust Company, N.A., jointly as the Depositary, and the holders from time to time of the Depositary Receipts described therein | Incorporated by reference to Exhibit 4.2 to Wesco’s Registration Statement on Form 8-A, dated June 19, 2020 |
| 4.9 | Form of Depositary Receipt | Incorporated by reference to Exhibit A to Exhibit 4.2 to Wesco’s Registration Statement on Form 8-A, dated June 19, 2020 |
| 4.10 | Rights Agreement, dated as of July 17, 2020, between WESCO International, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the form of Certificate of Designations as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C | Incorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated July 17, 2020 |
| 4.11 | Description of WESCO International, Inc.’s securities | Filed herewith |
| 10.1 | 1999 Deferred Compensation Plan for Non-Employee Directors, as amended and restated September 20, 2007 | Incorporated by reference to Exhibit 10.5 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2011 |
| 10.2 | Form of Stock Appreciation Rights Agreement for Employees | Incorporated by reference to Exhibit 10.7 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2011 |
| 10.3 | Amended and Restated Employment Agreement, dated as of September 1, 2009, between WESCO International Inc. and John J. Engel | Incorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 |
| 10.4 | 1999 Long-Term Incentive Plan, as restated effective as of May 30, 2013 | Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 16, 2013 |
| 10.5 | Form of Stock Appreciation Rights Agreement for Employees | Incorporated by reference to Exhibit 10.33 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2014 |
| 10.6 | Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2015, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various Purchaser Groups from time to time party thereto and PNC Bank, National Association, as Administrator | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated September 24, 2015 |
| 10.7 | Form of Director and Officer Indemnification Agreement, entered among WESCO International, Inc. and certain of its executive officers and directors listed on a schedule attached thereto | Incorporated by reference to Exhibit 10.24 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2015 |
| 10.8 | First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2015 | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 |
| 10.9 | Second Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of April 19, 2016 | Incorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 |
| 10.10 | Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 10, 2016 | Incorporated by reference to Exhibit 10.3 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 |
| 10.11 | Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2016 | Incorporated by reference to Exhibit 10.4 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 |
| 10.12 | Fifth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 8, 2017 | Incorporated by reference to Exhibit 10.1 to Wesco's Current Report on Form 8-K, dated November 8, 2017 |
| 10.13 | Sixth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 29, 2017 | Incorporated by reference to Exhibit 10.22 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 10.14 | Form of Non-Employee Director Restricted Stock Unit Agreement | Incorporated by reference to Exhibit 10.23 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.15 | Form of Restricted Stock Unit Agreement for Employees | Incorporated by reference to Exhibit 10.24 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.16 | Form of Stock Appreciation Rights Agreement for Employees | Incorporated by reference to Exhibit 10.25 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.17 | Form of Notice of Performance Share Award Under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended May 31, 2017 | Incorporated by reference to Exhibit 10.26 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017 |
| 10.18 | 1999 Long-Term Incentive Plan, as restated effective as of May 31, 2017 | Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 17, 2017 |
| 10.19 | Seventh Amendment to Fourth Amended and Restated Receivables Agreement, dated as of April 23, 2018 | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 |
| 10.20 | Eighth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 21, 2018 | Incorporated by reference to Exhibit 10.30 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2018 |
| 10.21 | Third Amended and Restated Credit Agreement, dated as of September 26, 2019 among WESCO Distribution, Inc., the other U.S. Borrowers party thereto, WESCO Distribution Canada LP, the other Canadian Borrowers party thereto, WESCO International, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated September 30, 2019 |
| 10.22 | Ninth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 26, 2019 | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated September 30, 2019 |
| 10.23 | Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC., as administrative agent | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated June 24, 2020 |
| 10.24 | Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator. | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated June 24, 2020 |
| 10.25 | Form of Restricted Stock Unit Award Agreement (Special Awards) | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated June 25, 2020 |
| 10.26 | WESCO International, Inc. Change in Control Severance Plan | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated June 25, 2020 |
| 10.27 | Agreement, dated June 22, 2020, memorializing terms of employment of David Schulz by WESCO International, Inc. | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 |
| 10.28 | Agreement, dated June 22, 2020, memorializing terms of employment of Nelson Squires by WESCO International, Inc. | Incorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 |
| 10.29 | Agreement, dated June 22, 2020, memorializing terms of employment of Christine Wolf by WESCO International, Inc. | Incorporated by reference to Exhibit 10.3 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 |
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 10.30 | Agreement, dated June 22, 2020, memorializing terms of employment of Diane Lazzaris by WESCO International, Inc. | Incorporated by reference to Exhibit 10.4 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 |
| 10.31 | First Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 14, 2020, among WESCO Distribution, the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO, the lenders party thereto and Barclays Bank PLC, as administrative agent. | Incorporated by reference to Exhibit 10.40 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.32 | First Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated December 14, 2020 (the “Receivables Amendment”), by and among WESCO Receivables Corp., WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator. | Incorporated by reference to Exhibit 10.41 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2020 |
| 10.33 | WESCO International, Inc. 2021 Omnibus Incentive Plan | Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A, filed on April 12, 2021 |
| 10.34 | Agreement, dated May 28, 2020, memorializing terms of employment of Theodore Dosch by WESCO International, Inc. | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 |
| 10.35 | Second Amendment to Fifth Amended and Restated Receivables Purchase Agreement | Incorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 |
| 10.36 | Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (for employees) | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated May 27, 2021 |
| 10.37 | Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (for non-employee directors) | Incorporated by reference to Exhibit 10.3 to Wesco’s Current Report on Form 8-K, dated May 27, 2021 |
| 10.38 | Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Stock Appreciation Right Award Agreement | Incorporated by reference to Exhibit 10.4 to Wesco’s Current Report on Form 8-K, dated May 27, 2021 |
| 10.39 | Third Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 1, 2021 (the “Receivables Amendment”), by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various purchaser groups from time to time party thereto, and PNC Bank, National Association, as administrator | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 |
| 10.40 | Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated February 16, 2022 |
| 10.41 | Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Performance Share Unit Award Agreement | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated February 16, 2022 |
| 10.42 | Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 1, 2022, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated March 1, 2022 |
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 10.43 | Fourth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2022, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchaser groups party thereto and PNC Bank, National Association, as administrator | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated March 1, 2022 |
| 10.44 | Agreement, dated May 28, 2020, memorializing terms of employment of William Geary by WESCO International, Inc. | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 |
| 10.45 | Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2022, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC., as administrative agent. | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated August 2, 2022 |
| 10.46 | Fifth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of August 2, 2022, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchaser groups party thereto and PNC Bank, National Association, as administrator. | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated August 2, 2022 |
| 10.47 | Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 31, 2022, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC., as administrative agent. | Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated October 31, 2022 |
| 10.48 | Sixth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of October 31, 2022, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchaser groups party thereto and PNC Bank, National Association, as administrator. | Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated October 31, 2022 |
| 10.49 | WESCO International, Inc. Non-Employee Directors’ Deferred Compensation Plan, effective as of December 8, 2022 | Incorporated by reference to Exhibit 10.49 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.50 | Agreement, dated October 20, 2020, memorializing terms of employment of Akash Khurana by WESCO International, Inc. | Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| Exhibit No. | Description of Exhibit | Prior Filing or Sequential Page Number |
| 21.1 | Subsidiaries of WESCO International, Inc. | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act | Filed herewith |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange Act | Filed herewith |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
| 97 | WESCO International, Inc. Compensation Recovery Policy | Filed herewith |
| 101 | Interactive Data File | Filed herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed herewith |
The registrant hereby agrees to furnish supplementally to the Commission, upon request, a copy of any omitted schedule to any of the agreements contained herein.
Copies of exhibits may be retrieved electronically at the U.S. Securities and Exchange Commission’s home page at www.sec.gov. Exhibits will also be furnished without charge by writing to David S. Schulz, Executive Vice President and Chief Financial Officer, 225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219. Requests may also be directed to (412) 454-2200.
Schedule II—Valuation and Qualifying Accounts
| Balance atbeginning · Charged to · Charged toother · Balance at | |||||
|---|---|---|---|---|---|
| of period | earnings | accounts(1) | Deductions(2) | end of period | |
| Allowance for expected credit losses · (In millions) | |||||
| Year Ended December 31, 2023 | $46.5 | $18.6 | $— | $(9.2) | $55.9 |
| Year Ended December 31, 2022 | 41.7 | 18.0 | — | (13.2) | 46.5 |
| Year Ended December 31, 2021 | 23.9 | 12.9 | 13.7 | (8.8) | 41.7 |
(1)For the year ended December 31, 2021, the amount charged to other accounts primarily relates to the acquisition of Anixter.
(2)Includes a reduction in the allowance for expected credit losses due to the write-off of trade accounts receivable.
| Balance atbeginning · Charged to · Charged toother · Balance at | |||||
|---|---|---|---|---|---|
| of period | earnings | accounts | Deductions(1) | end of period | |
| Allowance for deferred tax assets · (In millions) | |||||
| Year Ended December 31, 2023 | $33.7 | $7.7 | $— | $(17.9) | $23.5 |
| Year Ended December 31, 2022 | 46.3 | 5.8 | — | (18.4) | 33.7 |
| Year Ended December 31, 2021 | 60.6 | 1.1 | 1.8 | (17.3) | 46.3 |
(1)For the year ended December 31, 2023, deductions primarily relate to a decrease in the valuation allowance recorded against deferred tax assets related to certain foreign jurisdictions. For the years ended December 31, 2022 and 2021, deductions primarily relate to a decrease in the valuation allowance recorded against deferred tax assets related to foreign tax credit carryforwards.
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