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WESCO INTERNATIONAL INC

For the period ended Dec 31, 2024. Filed Feb 14, 2025.

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FY2024 · Filed Feb 14, 2025

WCC$316.70+0.1%Stored close · as of Nov 10, 2026

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Contents

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 ExhibitPrior Filing or Sequential Page Number
2.1Agreement 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
3.1Restated 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)
3.2Certificate 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
3.3Amended and Restated By-laws of WESCO International, Inc., effective as of December 16, 2022Incorporated by reference to Exhibit 3.1 to Wesco’s Current Report on Form 8-K, dated December 16, 2022
3.4Certificate of Designations with respect to the Series A Preferred Stock, dated June 22, 2020Incorporated by reference to Exhibit 3.1 to Wesco’s Current Report on Form 8-K, dated June 22, 2020
3.5Certificate 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
3.6Certificate of Amendment of 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 23, 2024
4.1Indenture, dated June 12, 2020, between WESCO International, Inc., WESCO Distribution, Inc. and U.S. Bank National Association, as trusteeIncorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020
4.2Form of 7.125% Senior Note due 2025Incorporated by reference to Exhibit A-1 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020
4.3Form of 7.250% Senior Note due 2028Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated June 12, 2020
4.4Deposit 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 thereinIncorporated by reference to Exhibit 4.2 to Wesco’s Registration Statement on Form 8-A, dated June 19, 2020
4.5Form of Depositary ReceiptIncorporated by reference to Exhibit A to Exhibit 4.2 to Wesco’s Registration Statement on Form 8-A, dated June 19, 2020
4.6Rights 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 CIncorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated July 17, 2020
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
4.7Indenture, dated as of March 7, 2024, among WESCO Distribution, Inc., WESCO International, Inc., Anixter, Inc., and U.S. Bank Trust Company, National Association, as TrusteeIncorporated by reference to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated March 7, 2024
4.8Form of 6.375% Senior Note due 2029Incorporated by reference to Exhibit A-1 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated March 7, 2024
4.9Form of 6.625% Senior Note due 2032Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wesco’s Current Report on Form 8-K, dated March 7, 2024
4.10Description of WESCO International, Inc.’s securitiesFiled herewith
10.11999 Deferred Compensation Plan for Non-Employee Directors, as amended and restated September 20, 2007Incorporated by reference to Exhibit 10.5 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2011
10.2Form of Stock Appreciation Rights Agreement for EmployeesIncorporated by reference to Exhibit 10.7 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2011
10.3Amended and Restated Employment Agreement, dated as of September 1, 2009, between WESCO International Inc. and John J. EngelIncorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
10.41999 Long-Term Incentive Plan, as restated effective as of May 30, 2013Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 16, 2013
10.5Form of Stock Appreciation Rights Agreement for EmployeesIncorporated by reference to Exhibit 10.33 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2014
10.6Fourth 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 AdministratorIncorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated September 24, 2015
10.7Form of Director and Officer Indemnification Agreement, entered among WESCO International, Inc. and certain of its executive officers and directors listed on a schedule attached theretoIncorporated by reference to Exhibit 10.24 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2015
10.8First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2015Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
10.9Second Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of April 19, 2016Incorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
10.10Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 10, 2016Incorporated by reference to Exhibit 10.3 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
10.11Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2016Incorporated by reference to Exhibit 10.4 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016
10.12Fifth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 8, 2017Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated November 8, 2017
10.13Sixth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 29, 2017Incorporated by reference to Exhibit 10.22 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017
10.14Form of Non-Employee Director Restricted Stock Unit AgreementIncorporated by reference to Exhibit 10.23 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
10.15Form of Restricted Stock Unit Agreement for EmployeesIncorporated by reference to Exhibit 10.24 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017
10.16Form of Stock Appreciation Rights Agreement for EmployeesIncorporated by reference to Exhibit 10.25 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017
10.17Form of Notice of Performance Share Award Under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended May 31, 2017Incorporated by reference to Exhibit 10.26 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2017
10.181999 Long-Term Incentive Plan, as restated effective as of May 31, 2017Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 17, 2017
10.19Seventh Amendment to Fourth Amended and Restated Receivables Agreement, dated as of April 23, 2018Incorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018
10.20Eighth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 21, 2018Incorporated by reference to Exhibit 10.30 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2018
10.21Third 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 AgentIncorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated September 30, 2019
10.22Ninth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 26, 2019Incorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated September 30, 2019
10.23Fourth 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 agentIncorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated June 24, 2020
10.24Fifth 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
10.25Form 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
10.26WESCO International, Inc. Change in Control Severance PlanIncorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated June 25, 2020
10.27Agreement, 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
10.28Agreement, 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
10.29Agreement, 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
10.30Agreement, 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
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
10.31First 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
10.32First 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
10.33WESCO International, Inc. 2021 Omnibus Incentive PlanIncorporated by reference to Appendix A to the Proxy Statement on Schedule 14A, filed on April 12, 2021
10.34Agreement, 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
10.35Second Amendment to Fifth Amended and Restated Receivables Purchase AgreementIncorporated by reference to Exhibit 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
10.36Form 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
10.37Form 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
10.38Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Stock Appreciation Right Award AgreementIncorporated by reference to Exhibit 10.4 to Wesco’s Current Report on Form 8-K, dated May 27, 2021
10.39Third 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 administratorIncorporated by reference to Exhibit 10.1 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
10.40Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Nonqualified Stock Option Award AgreementIncorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated February 16, 2022
10.41Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Performance Share Unit Award AgreementIncorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated February 16, 2022
10.42Second 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 agentIncorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated March 1, 2022
10.43Fourth 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 administratorIncorporated by reference to Exhibit 10.2 to Wesco’s Current Report on Form 8-K, dated March 1, 2022
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
10.44Agreement, 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
10.45Third 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
10.46Fifth 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
10.47Fourth 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
10.48Sixth 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
10.49WESCO International, Inc. Non-Employee Directors’ Deferred Compensation Plan, effective as of December 8, 2022Incorporated by reference to Exhibit 10.49 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2022
10.50Agreement, 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
10.51Letter agreement, dated June 22, 2020, memorializing terms of employment of James Cameron 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, 2024
10.52Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 14, 2023, 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 10.2 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
10.53Seventh Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of April 26, 2023, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchasers and purchaser agents party thereto and PNC Bank, National Association, as administrator.Incorporated by reference to Exhibit 10.3 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
10.54Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 6, 2024, 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 10.4 to Wesco’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
10.55Eighth Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of March 8, 2024, by and among WESCO Distribution, Inc., WESCO Receivables Corp., the various purchasers and purchaser agents party thereto and PNC Bank, National Association, as administrator.Incorporated by reference to Exhibit 10.1 to Wesco’s Current Report on Form 8-K, dated March 7, 2024
19.1Insider Trading PolicyFiled herewith
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
21.1Subsidiaries of WESCO International, Inc.Filed herewith
23.1Consent of Independent Registered Public Accounting FirmFiled herewith
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Exchange ActFiled herewith
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Exchange ActFiled herewith
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Furnished herewith
97WESCO International, Inc. Compensation Recovery PolicyIncorporated by reference to Exhibit 97 to Wesco’s Annual Report on Form 10-K for the year ended December 31, 2023
101Interactive Data FileFiled herewith
104Cover 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 · Balance at
of periodearningsDeductions(1)end of period
Allowance for expected credit losses · (In millions)
Year Ended December 31, 2024$55.9$18.7$(19.6)$55.0
Year Ended December 31, 202346.518.6(9.2)55.9
Year Ended December 31, 202241.718.0(13.2)46.5

(1)Includes a reduction in the allowance for expected credit losses due to the write-off of trade accounts receivable.

Balance atbeginning · Charged to · Balance at
of periodearningsDeductions(1)end of period
Allowance for deferred tax assets · (In millions)
Year Ended December 31, 2024$23.5$10.3$(1.2)$32.6
Year Ended December 31, 202333.77.7(17.9)23.5
Year Ended December 31, 202246.35.8(18.4)33.7

(1)For the years ended December 31, 2024 and 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 year ended December 31, 2022, 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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