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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
or
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: 001-14989
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 25-1723342
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
225 West Station Square Drive
Suite 700
 15219
Pittsburgh,Pennsylvania(Zip Code)
(Address of principal executive offices)
(412) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of ClassTrading Symbol(s)Name of Exchange on which registered
Common Stock, par value $.01 per shareWCCNew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred StockWCC PR ANew York Stock Exchange
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 at least the past 90 days.              Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of October 30, 2024, 49,001,657 shares of common stock, $0.01 par value, of the registrant were outstanding.



WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q



1

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.

2

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except shares)
(unaudited)


As of
AssetsSeptember 30,
2024
December 31,
2023
Current assets:  
Cash and cash equivalents$706.8 $524.1 
Trade accounts receivable, net of allowance for expected credit losses of $61.0 and $55.9 in 2024 and 2023, respectively
3,629.1 3,639.5 
Other accounts receivable398.8 430.5 
Inventories3,630.1 3,572.1 
Prepaid expenses and other current assets318.7 225.4 
Total current assets8,683.5 8,391.6 
Property, buildings and equipment, net of accumulated depreciation of $532.8 and $502.5 in 2024 and 2023, respectively
441.7 423.6 
Operating lease assets 747.6 761.2 
Intangible assets, net1,811.2 1,857.6 
Goodwill3,217.7 3,262.3 
Deferred income taxes38.1 42.3 
Other assets335.2 322.3 
    Total assets$15,275.0 $15,060.9 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$2,839.1 $2,431.5 
Accrued payroll and benefit costs219.9 191.7 
Short-term debt and current portion of long-term debt14.9 8.6 
Other current liabilities 854.6 756.6 
Total current liabilities3,928.5 3,388.4 
Long-term debt, net of debt discount and debt issuance costs of $50.6 and $43.0 in 2024 and 2023, respectively
5,007.8 5,313.1 
Operating lease liabilities624.6 641.7 
Deferred income taxes440.4 451.9 
Other noncurrent liabilities236.9 233.9 
    Total liabilities$10,238.2 $10,029.0 
Commitments and Contingencies (Note 12)
Stockholders’ equity:  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding
$ $ 
Preferred stock, Series A, $.01 par value; 25,000 shares authorized, 21,612 shares issued and outstanding in 2024 and 2023
  
Common stock, $.01 par value; 210,000,000 shares authorized, 69,575,119 and 69,278,677 shares issued, and 49,000,624 and 50,897,122 shares outstanding in 2024 and 2023, respectively
0.7 0.7 
Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and no shares outstanding in 2024 and 2023, respectively
  
Additional capital2,042.4 2,037.1 
Retained earnings4,829.8 4,391.7 
Treasury stock, at cost; 24,913,926 and 22,720,986 shares in 2024 and 2023, respectively
(1,440.7)(1,060.4)
Accumulated other comprehensive loss(389.8)(332.0)
Total WESCO International, Inc. stockholders’ equity
5,042.4 5,037.1 
Noncontrolling interests(5.6)(5.2)
    Total stockholders’ equity5,036.8 5,031.9 
    Total liabilities and stockholders’ equity$15,275.0 $15,060.9 

The accompanying notes are an integral part of the condensed consolidated financial statements.
3

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In millions, except per share data)
(unaudited)



 Three Months EndedNine Months Ended
September 30September 30
2024202320242023
Net sales$5,489.4 $5,644.4 $16,319.1 $16,911.8 
Cost of goods sold (excluding depreciation and amortization)4,276.7 4,422.4 12,770.5 13,238.9 
Selling, general and administrative expenses831.1 796.4 2,488.9 2,445.8 
Depreciation and amortization46.0 45.1 137.6 136.4 
Income from operations335.6 380.5 922.1 1,090.7 
Interest expense, net86.5 98.5 279.8 292.3 
Other (income) expense, net(24.9)3.7 (99.3)14.6 
Income before income taxes274.0 278.3 741.6 783.8 
Provision for income taxes69.3 44.3 188.1 160.2 
Net income204.7 234.0 553.5 623.6 
Less: Net income attributable to noncontrolling interests0.4 0.6 1.3  
Net income attributable to WESCO International, Inc.204.3 233.4 552.2 623.6 
Less: Preferred stock dividends14.4 14.4 43.1 43.1 
Net income attributable to common stockholders$189.9 $219.0 $509.1 $580.5 
Earnings per share attributable to common stockholders
Basic$3.87 $4.28 $10.18 $11.34 
Diluted$3.81 $4.20 $10.02 $11.08 
Other comprehensive income (loss):
Foreign currency translation adjustments and other33.9 (64.5)(59.5)(6.3)
Post-retirement benefit plan adjustments, net of tax(0.1) 1.7  
Other comprehensive income (loss)33.8 (64.5)(57.8)(6.3)
Comprehensive income238.5 169.5 495.7 617.3 
Less: Comprehensive income attributable to noncontrolling interests0.4 0.6 1.3  
Less: Preferred stock dividends14.4 14.4 43.1 43.1 
Comprehensive income attributable to common stockholders$223.7 $154.5 $451.3 $574.2 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(unaudited)



 Nine Months Ended
 September 30
20242023
Operating activities:  
Net income$553.5 $623.6 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization137.6 136.4 
Stock-based compensation expense19.6 34.7 
Amortization of debt discount and debt issuance costs12.2 11.1 
Gain on divestiture(122.2) 
Loss on abandonment of assets17.8  
Other operating activities, net1.3 7.9 
Changes in assets and liabilities:
Trade accounts receivable, net(217.9)(133.4)
Other accounts receivable 28.1 18.7 
Inventories(85.0)(62.7)
Other current and noncurrent assets(127.7)(51.8)
Accounts payable478.0 (86.5)
Accrued payroll and benefit costs26.1 (120.9)
Other current and noncurrent liabilities103.2 46.8 
Net cash provided by operating activities824.6 423.9 
Investing activities:
Capital expenditures(70.4)(63.6)
Acquisition payments, net of cash acquired
(41.7) 
Proceeds from divestiture, net of cash transferred354.9  
Other investing activities, net6.9 2.4 
Net cash provided by (used in) investing activities249.7 (61.2)
Financing activities:
Proceeds from short-term debt, net
0.2 1.3 
Proceeds from issuance of long-term debt5,524.0 2,114.2 
Repayments of long-term debt(5,842.4)(2,156.5)
Debt issuance costs(26.6) 
Payments for taxes related to net-share settlement of equity awards(26.2)(68.0)
Repurchases of common stock(375.0)(50.0)
Payment of common stock dividends(61.4)(57.6)
Payment of preferred stock dividends(43.1)(43.1)
Other financing activities, net(23.8)6.3 
Net cash used in financing activities(874.3)(253.4)
Effect of exchange rate changes on cash and cash equivalents(17.3)(5.2)
Net change in cash and cash equivalents182.7 104.1 
Cash and cash equivalents at the beginning of period524.1 527.3 
Cash and cash equivalents at the end of period$706.8 $631.4 
Supplemental disclosures:
Cash paid for interest$251.4 $235.0 
Cash paid for income taxes$223.0 $165.0 
Right-of-use assets obtained in exchange for new operating lease liabilities$161.9 $186.1 

The accompanying notes are an integral part of the condensed consolidated financial statements.
5

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except shares)
(unaudited)



   Class BSeries A Retained  Accumulated Other Comprehensive Income (Loss)
 Common StockCommon StockPreferred StockAdditionalEarningsTreasury StockNoncontrolling
AmountSharesAmountSharesAmountSharesCapital(Deficit)AmountSharesInterestsTotal
Balance, December 31, 2023$0.7 69,278,677 $ 4,339,431 $ 21,612 $2,037.1 $4,391.7 $(1,060.4)(22,720,986)$(5.2)$(332.0)$5,031.9 
Exercise of stock-based awards 429,611 0.3 (0.9)(5,402)(0.6)
Stock-based compensation expense10.1 10.1 
Repurchases of common stock, including excise taxes(50.5)(343,147)(50.5)
Tax withholding related to vesting of restricted stock units and retirement of common stock (156,850)(14.6)(9.6)(24.2)
Noncontrolling interests0.3 0.3 
Net income attributable to WESCO International, Inc. 115.8 115.8 
Common stock dividends(20.9)(20.9)
Preferred stock dividends(14.4)(14.4)
Translation adjustments and other(69.7)(69.7)
Balance, March 31, 2024$0.7 69,551,438 $ 4,339,431 $ 21,612 $2,032.9 $4,462.6 $(1,111.8)(23,069,535)$(4.9)$(401.7)$4,977.8 
Exercise of stock-based awards 16,570 0.1 (0.6)(3,308)(0.5)
Stock-based compensation expense2.7 2.7 
Repurchases of common stock, including excise taxes(303.0)(1,679,176)(303.0)
Tax withholding related to vesting of restricted stock units and retirement of common stock (1,499)(0.2)(0.1)(0.3)
Noncontrolling interests0.7 0.7 
Net income attributable to WESCO International, Inc.232.1 232.1 
Common stock dividends(20.3)(20.3)
Preferred stock dividends(14.4)(14.4)
Dividends to noncontrolling interests(1.8)(1.8)
Translation adjustments and other0.2 (21.9)(21.7)
Balance, June 30, 2024$0.7 69,566,509 $ 4,339,431 $ 21,612 $2,035.5 $4,660.1 $(1,415.4)(24,752,019)$(6.0)$(423.6)$4,851.3 
Exercise of stock-based awards 9,433 0.2 (293)0.2 
Stock-based compensation expense6.8 6.8 
Repurchases of common stock, including excise taxes(25.3)(161,614)(25.3)
Tax withholding related to vesting of restricted stock units and retirement of common stock (823)(0.1) (0.1)
Noncontrolling interests0.4 0.4 
Net income attributable to WESCO International, Inc.204.3 204.3 
Common stock dividends(20.2)(20.2)
Preferred stock dividends(14.4)(14.4)
Translation adjustments and other33.8 33.8 
Balance, September 30, 2024$0.7 69,575,119 $ 4,339,431 $ 21,612 $2,042.4 $4,829.8 $(1,440.7)(24,913,926)$(5.6)$(389.8)$5,036.8 
The accompanying notes are an integral part of the condensed consolidated financial statements.
6

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except shares)
(unaudited)



   Class BSeries A Retained  Accumulated Other Comprehensive Income (Loss)
 Common StockCommon StockPreferred StockAdditionalEarningsTreasury StockNoncontrolling
AmountSharesAmountSharesAmountSharesCapital(Deficit)AmountSharesInterestsTotal
Balance, December 31, 2022$0.7 68,535,704 $ 4,339,431 $ 21,612 $2,005.4 $3,795.0 $(969.1)(22,115,653)$(4.7)$(377.7)$4,449.6 
Exercise of stock-based awards
 811,309 0.3 (12.9)(79,817)(12.6)
Stock-based compensation expense
11.7 11.7 
Tax withholding related to vesting of restricted stock units and retirement of common stock
 (236,953)(14.2)(24.5)(38.7)
Noncontrolling interests0.1 0.1 
Net income attributable to WESCO International, Inc. 197.1 197.1 
Common stock dividends(19.2)(19.2)
Preferred stock dividends(14.4)(14.4)
Translation adjustments and other0.1 (1.0)17.0 16.1 
Balance, March 31, 2023$0.7 69,110,060 $ 4,339,431 $ 21,612 $2,003.3 $3,933.0 $(982.0)(22,195,470)$(4.6)$(360.7)$4,589.7 
Exercise of stock-based awards
 56,044 0.1 (2.5)(15,895)(2.4)
Stock-based compensation expense
12.2 12.2 
Tax withholding related to vesting of restricted stock units and retirement of common stock
 (1,111)(0.1)(0.1)(0.2)
Noncontrolling interests(0.7)(0.7)
Net income attributable to WESCO International, Inc.193.1 193.1 
Common stock dividends(19.2)(19.2)
Preferred stock dividends(14.4)(14.4)
Translation adjustments and other1.0 41.2 42.2 
Balance, June 30, 2023$0.7 69,164,993 $ 4,339,431 $ 21,612 $2,015.5 $4,093.4 $(984.5)(22,211,365)$(5.3)$(319.5)$4,800.3 
Exercise of stock-based awards
 184,546 0.1 (0.9)(5,286)(0.8)
Stock-based compensation expense
10.8 10.8 
Repurchases of common stock, including excise taxes(50.5)(325,449)(50.5)
Tax withholding related to vesting of restricted stock units and retirement of common stock
 (72,194)(2.5)(10.4)(12.9)
Noncontrolling interests0.6 0.6 
Net income attributable to WESCO International, Inc.233.4 233.4 
Common stock dividends(19.1)(19.1)
Preferred stock dividends(14.4)(14.4)
Dividends to noncontrolling interests(1.1)(1.1)
Translation adjustments and other0.6 0.1 (64.5)(63.8)
Balance, September 30, 2023$0.7 69,277,345 $ 4,339,431 $ 21,612 $2,023.9 $4,283.5 $(1,035.9)(22,542,100)$(5.7)$(384.0)$4,882.5 
The accompanying notes are an integral part of the condensed consolidated financial statements.
7

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. ORGANIZATION
WESCO International, Inc. (“Wesco International”) and its subsidiaries (collectively, “Wesco” or the “Company”), headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.
The Company has operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions (“EES”), Communications & Security Solutions (“CSS”) and Utility & Broadband Solutions (“UBS”).
2. ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Wesco have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 20, 2024. The Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the audited Consolidated Financial Statements as of that date, but does not include all the disclosures required by accounting principles generally accepted in the United States of America.
The unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income, the unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, and the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.
Reclassifications
The Consolidated Statement of Cash Flows for the nine months ended September 30, 2023, includes certain reclassifications to previously reported amounts to conform to the current period's presentation. Such reclassifications had no impact on the totals of operating, investing and financing cash flow activities.
Supplier Finance Programs
The Company has supplier finance programs that are administered by intermediaries. Under these arrangements, participating suppliers may elect to receive early payment of invoices that have been confirmed by the Company, less an interest deduction or fees paid by the supplier, which is paid to the supplier by third-party finance providers. Wesco agrees to pay the stated amount of confirmed invoices in full on the original due date of the invoices, which is typically within 45 to 180 days of the invoice date, regardless of whether the supplier elects to receive early payment from the third-party finance providers. The Company does not provide assets pledged as security or other forms of guarantees to the finance providers or intermediaries under these arrangements. As of September 30, 2024 and December 31, 2023, the amounts due to suppliers that participate in the Company’s supplier finance programs were approximately $21.3 million and $32.6 million, respectively, which are included in accounts payable in the Condensed Consolidated Balance Sheets.
Loss on Abandonment of Assets
During the second quarter of 2024, management determined that a third-party developed operations management software product would be abandoned in favor of an application that better suits the Company's operations and the Company recognized a $17.8 million loss on abandonment of assets, which is recorded as a component of selling, general and administrative expenses in the Condensed Consolidated Statement of Income.
Recently Adopted and Recently Issued Accounting Standards and Disclosure Rules
In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential
8

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

magnitude. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this ASU in the first quarter of 2023, except for the amendment on rollforward information, which the Company will begin disclosing in its Annual Report on Form 10-K for the year ending December 31, 2024. The adoption of this ASU resulted in additional disclosure of the Company's supplier finance programs, as described above.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances prior reportable segment disclosure requirements in part by requiring entities to disclose significant expenses related to their reportable segments. The amendments in this ASU are effective on a retrospective basis for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In March 2024, the SEC issued final climate-related disclosure rules requiring disclosure of material climate-related risks, board and management governance of such risks, and material direct and indirect greenhouse gas emissions. The rules also require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions. Disclosures will be made prospectively, with phased-in effective dates starting with fiscal years beginning on or after January 1, 2025. In April 2024, the SEC voluntarily stayed implementation of the climate-related disclosure rules, pending completion of judicial review of consolidated challenges to the rules by the Court of Appeals for the Eighth Circuit. Management is currently evaluating the impact that these rules could have on its consolidated financial statements and notes thereto.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be material to Wesco’s financial position, results of operations or cash flows.
3. REVENUE
Wesco distributes products and provides services to customers globally in various end markets within its business segments. The segments operate in the United States, Canada and various other countries.
The following tables disaggregate Wesco’s net sales by segment and geography for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
Electrical & Electronic Solutions$2,151.2 $2,190.7 $6,423.1 $6,526.1 
Communications & Security Solutions1,955.1 1,778.0 5,491.1 5,360.9 
Utility & Broadband Solutions1,383.1 1,675.7 4,404.9 5,024.8 
Total by segment$5,489.4 $5,644.4 $16,319.1 $16,911.8 
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
United States$4,041.4 $4,166.5 $12,089.5 $12,529.5 
Canada 763.7 765.8 2,226.6 2,298.3 
Other International(1)
684.3 712.1 2,003.0 2,084.0 
Total by geography(2)
$5,489.4 $5,644.4 $16,319.1 $16,911.8 
(1)    No individual country's net sales are greater than 10% of total net sales.
(2)    Wesco attributes revenues from external customers to individual countries on the basis of point of sale.
9

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Due to the terms of certain contractual arrangements, Wesco bills and receives payment from its customers in advance of satisfying the respective performance obligation. Such advance billings and payments are recorded as deferred revenue and recognized as revenue when the performance obligation has been satisfied and control has transferred to the customer, which is generally upon shipment. Deferred revenue is usually recognized within a year or less from the date of the advance billing and payment. At September 30, 2024 and December 31, 2023, $135.0 million and $111.9 million, respectively, of deferred revenue was recorded as a component of other current liabilities in the Condensed Consolidated Balance Sheets. The Company recognized $3.2 million and $60.3 million of revenue during the three and nine months ended September 30, 2024, respectively, that was included in the deferred revenue balance as of December 31, 2023, and recognized $22.1 million and $64.1 million of revenue during the three and nine months ended September 30, 2023, respectively, that was included in the deferred revenue balance as of December 31, 2022.
The Company also has certain long-term contractual arrangements where revenue is recognized over time based on the cost-to-cost input method. As of September 30, 2024 and December 31, 2023, the Company had contract assets of $40.7 million and $35.4 million, respectively, resulting from contracts where the amount of revenue recognized exceeded the amount billed to the customer. Contract assets are recorded in the Condensed Consolidated Balance Sheets as a component of prepaid expenses and other current assets.
Wesco’s revenues are adjusted for variable consideration, which includes customer volume rebates, returns and discounts. Wesco measures variable consideration by estimating expected outcomes using analysis and inputs based upon historical data, as well as current and forecasted information. Variable consideration is reviewed by management on a monthly basis and revenue is adjusted accordingly. Variable consideration reduced revenue by approximately $110.4 million and $118.4 million, for the three months ended September 30, 2024 and 2023, respectively, and by approximately $331.2 million and $333.5 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company's estimated product return obligation was $41.0 million and $41.3 million, respectively.
Billings to customers for shipping and handling are recognized in net sales. Wesco has elected to recognize shipping and handling costs as a fulfillment cost. Shipping and handling costs recorded as a component of selling, general and administrative expenses totaled $80.9 million and $76.4 million for the three months ended September 30, 2024 and 2023, respectively, and $226.2 million and $232.4 million for the nine months ended September 30, 2024 and 2023, respectively.
4. ACQUISITIONS AND DIVESTITURES
Independent Electric Supply Inc.
Effective July 1, 2024, the Company acquired the assets and liabilities of Independent Electric Supply Inc. (“IES”), a full-line electrical distributor headquartered in Ontario, Canada. The total preliminary estimated fair value of consideration for the acquisition of IES of $13.2 million includes total cash consideration of $11.6 million, net of cash acquired, paid at closing with cash on hand, and contingent consideration not to exceed $2.9 million. The assets acquired included a customer relationship intangible asset with an estimated fair value of $5.9 million.
entroCIM
On June 3, 2024, the Company acquired the assets and liabilities held by Warez, LLC and Hepta Systems, LLC, which own and operate the entroCIM business (collectively, “entroCIM”). entroCIM is an innovator in data center and building intelligence software. The total preliminary estimated fair value of consideration for the acquisition of entroCIM of $36.5 million includes total cash consideration of $30.1 million, paid at closing with cash on hand, and contingent consideration not to exceed $8.0 million, with an estimated fair value of $6.4 million, recorded in current and noncurrent liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2024. The preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, which primarily comprised a developed software intangible asset with an estimated fair value of $8.0 million based on an income valuation method, with the excess of $29.0 million allocated to goodwill in the Company's CSS reportable segment.
10

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Wesco Integrated Supply (“WIS”) Divestiture
On April 1, 2024, Wesco Distribution, Inc. (“Wesco Distribution”) completed the sale of its WIS business for total consideration of $334.2 million, adjusted from the base purchase price of $350.0 million for estimated net working capital, estimated closing cash, and estimated closing indebtedness. The WIS business, located primarily in the U.S. and Canada, was part of the UBS reportable segment and provided products and services to large industrial and commercial end-users to support their maintenance, repair, and operating spend. During the third quarter, the Company finalized the net working capital, closing cash, and closing indebtedness purchase price adjustments, which resulted in a working capital adjustment of $20.7 million and an increase to the gain from the sale. The Company recognized a gain from the sale of $19.3 million and $122.2 million for the three and nine months ended September 30, 2024, respectively, which is recorded as a component of other (income) expense, net in the Condensed Consolidated Statements of Income and Comprehensive Income. Upon closing, Wesco Distribution entered into certain Transition Services Agreements (“TSAs”) under which Wesco Distribution agreed to provide transition services to the purchaser for approximately nine months. Revenues associated with these TSAs are not material.
The sale of the WIS business did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore does not meet the criteria to be classified as discontinued operations.
5. GOODWILL AND INTANGIBLE ASSETS
The following table sets forth the changes in the carrying value of goodwill by reportable segment for the period presented:
 Nine Months Ended
September 30, 2024
EES
CSSUBSTotal
(In millions)
Beginning balance, January 1$838.1 $1,211.6 $1,212.6 $3,262.3 
Foreign currency exchange rate changes(11.8)(1.8)(5.4)(19.0)
Adjustments to goodwill for acquisitions(1)
3.5 29.0  32.5 
Adjustment to goodwill for divestiture(2)
  (58.1)(58.1)
Ending balance, September 30
$829.8 $1,238.8 $1,149.1 $3,217.7 
(1)    Reflects the preliminary allocation of the purchase price paid to acquire IES and entroCIM, which are part of the EES and CSS segments, respectively, as described in Note 4, “Acquisitions and Divestitures”.
(2)    Reflects the amount of goodwill that was allocated to the WIS business, which was part of the UBS segment, and was sold on April 1, 2024, as described in Note 4, “Acquisitions and Divestitures”.
The components of intangible assets are as follows:
As of
September 30, 2024December 31, 2023
Life (in years)
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Intangible assets:(In millions)
TrademarksIndefinite$792.2 $— $792.2 $793.0 $— $793.0 
Customer relationships
10 - 20
1,466.0 (468.7)997.3 1,519.9 (464.4)1,055.5 
Distribution agreements
15 and 19
29.2 (27.3)1.9 29.2 (26.0)3.2 
Trademarks
5 and 12
15.5 (11.2)4.3 15.5 (9.6)5.9 
Software
7
16.0 (0.5)15.5    
$2,318.9 $(507.7)$1,811.2 $2,357.6 $(500.0)$1,857.6 
(1)    Excludes the original cost and related accumulated amortization of fully-amortized intangible assets.
11

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Amortization expense related to intangible assets totaled $21.5 million and $22.1 million for the three months ended September 30, 2024 and 2023, respectively, and $65.3 million and $66.5 million for the nine months ended September 30, 2024 and 2023, respectively.
The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter:
For the year ending December 31,(In millions)
2024$22.0 
202585.8 
202680.4 
202777.6 
202875.9 
Thereafter677.3 
Total
$1,019.0 
6. STOCK-BASED COMPENSATION
Wesco’s stock-based compensation awards consist of stock options, stock-settled stock appreciation rights, restricted stock units and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date of grant and compensation cost is recognized, net of estimated forfeitures, over the service period for awards expected to vest. The fair value of stock options and stock-settled stock appreciation rights is determined using the Black-Scholes model. The fair value of restricted stock units and performance-based awards with performance conditions is determined by the grant-date closing price of Wesco’s common stock. The forfeiture assumption is based on Wesco’s historical participant behavior that is reviewed on at least an annual basis. For stock options and stock-settled stock appreciation rights that are exercised, and for restricted stock units and performance-based awards that vest, shares are issued out of Wesco's outstanding common stock.
Stock options and stock-settled stock appreciation rights vest ratably over a three-year period and terminate on the tenth anniversary of the grant date unless terminated sooner under certain conditions. Restricted stock unit awards that were granted under the Company’s 1999 Long-Term Incentive Plan, as amended and restated, vest fully on the third anniversary of the date of grant. Restricted stock units awarded under the WESCO International, Inc. 2021 Omnibus Incentive Plan, which was adopted on May 27, 2021, typically vest ratably over a three-year period on each of the first, second and third anniversaries of the grant date. Vesting of performance-based awards is based on a three-year performance period, and the number of shares earned, if any, depends on the attainment of certain performance levels, as described below. Outstanding awards would vest upon the consummation of a change in control transaction with performance-based awards vesting at the greater of the target level or actual.
Performance-based awards are based on two equally-weighted performance measures: the three-year average growth rate of Wesco’s net income attributable to common stockholders and the three-year cumulative return on net assets. These awards are accounted for as awards with performance conditions; compensation cost is recognized over the performance period based upon Wesco’s determination of whether it is probable that the performance targets will be achieved.
12

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

During the three and nine months ended September 30, 2024 and 2023, Wesco granted the following stock options, restricted stock units, and performance-based awards at the following weighted-average fair values:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Stock options granted 1,593 85,425 78,729 
Weighted-average fair valuen/a$72.57 $72.05 $76.69 
Restricted stock units granted1,942 1,649 240,233 175,513 
Weighted-average fair value$150.44 $140.91 $157.13 $170.13 
Performance-based awards granted(1)
540 662 194,105 212,107 
Weighted-average fair value(1)
$147.26 $115.04 $108.94 $86.97 
(1)    As described further below, the nine months ended September 30, 2024 includes performance-based awards granted in February 2021 for which actual achievement levels were certified in February 2024, as well as performance-based awards granted during the nine months ended September 30, 2024.
The fair values of stock options, as disclosed in the table above, were estimated using the following weighted-average assumptions in the respective periods:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Risk free interest raten/a4.4 %4.2 %4.1 %
Expected life (in years)n/a555
Expected volatilityn/a52 %55 %50 %
Expected dividend yieldn/a0.96 %1.09 %0.89 %
The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve rate as of the grant date. The expected life is based on historical exercise experience, the expected volatility is based on the volatility of the Company’s daily stock price over the expected life preceding the grant date of the award, and the expected dividend yield is based on the calculated yield on the Company’s common stock at date of grant using the current fiscal year projected dividend distribution rate.
The following table sets forth a summary of stock options and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
163,082 $144.51   
     Granted85,425 152.07   
     Exercised(3,053)122.09  
     Forfeited(6,343)154.71   
Outstanding at September 30, 2024
239,111 $147.23 8.4$5.2 
Exercisable at September 30, 2024
79,145 $136.93 7.7$2.5 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock options exercised during such period was not material.
13

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

The following table sets forth a summary of stock-settled stock appreciation rights and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
818,284 $59.55   
     Granted    
     Exercised(44,063)62.58  
     Forfeited(727)76.25   
Outstanding at September 30, 2024
773,494 $59.37 4.4$84.0 
Exercisable at September 30, 2024
773,494 $59.37 4.4$84.0 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $4.7 million.
The following table sets forth a summary of restricted stock units and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
407,613 $127.49 
     Granted240,233 157.13 
     Vested(193,762)115.40 
     Forfeited(27,973)142.78 
Unvested at September 30, 2024
426,111 $148.54 
The following table sets forth a summary of performance-based awards and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
254,859 $115.15 
     Granted(1)
194,105 108.94 
     Vested(223,042)77.08 
     Forfeited(7,065)154.19 
Unvested at September 30, 2024
218,857 $147.18 
(1)    Includes 80,951 performance-based awards granted in February 2024 with a fair value of $152.07 and three-year performance period ending December 31, 2026, and 111,521 of additional performance-based awards related to awards originally granted in February 2021 with a fair value of $77.08 and three-year performance period ended December 31, 2023 for which actual achievement levels were certified in February 2024.
14

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Wesco recognized $6.8 million and $10.8 million of non-cash stock-based compensation expense for the three months ended September 30, 2024 and 2023, respectively, and $19.6 million and $34.7 million of non-cash stock-based compensation expense for the nine months ended September 30, 2024 and 2023, respectively, which is included in selling, general and administrative expenses for such periods. As of September 30, 2024, there was $60.4 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements for all awards previously made, which is expected to be recognized as follows:
For the year ending December 31,(In millions)
Remaining 2024$10.1 
202528.3 
202618.0 
20273.7 
20280.3 
7. STOCKHOLDERS’ EQUITY
Share Repurchases
On May 31, 2022, the Company’s Board of Directors adopted a resolution authorizing the repurchase of up to $1 billion of the Company’s common stock and Series A Preferred Stock. The share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time without prior notice.
During the three and nine months ended September 30, 2024, the Company entered into spot repurchase transactions through brokers to purchase 161,614 and 2,183,937 shares, respectively, of its common stock in the open market for cash totaling $25.3 million and $378.8 million, respectively, including excise taxes. Wesco funded the repurchases with available cash and borrowings under its accounts receivable securitization and revolving credit facilities. During the three and nine months ended September 30, 2023, the Company entered into spot repurchase transactions through a broker to purchase 325,449 shares of its common stock totaling $50.5 million, including excise taxes. Wesco funded the repurchases with available cash and borrowings under its revolving credit facility.
Dividends
The Company’s dividends on common stock are declared at the discretion of the Board of Directors. The following table is a summary of cash dividends declared and paid on the Company’s common stock for the nine months ended September 30, 2024:
Date DeclaredRecord DatePayment Date
Amount Per Share
Dividend Payment
February 29, 2024
March 15, 2024
March 29, 2024
$0.413 $20.9 million
May 30, 2024June 14, 2024June 28, 2024$0.413 $20.3 million
August 29, 2024September 13, 2024September 30, 2024$0.413 $20.2 million
The following table is a summary of cash dividends declared and paid on the Company’s common stock for the nine months ended September 30, 2023:
Date DeclaredRecord DatePayment Date
Amount Per Share
Dividend Payment
March 3, 2023
March 15, 2023
March 31, 2023
$0.375 $19.2 million
June 1, 2023June 15, 2023June 30, 2023$0.375 $19.2 million
August 31, 2023September 15, 2023September 29, 2023$0.375 $19.1 million
During the three and nine months ended September 30, 2024 and 2023, the Company's Board of Directors also declared and the Company paid quarterly cash dividends of $0.664 per depositary share relating to its Series A Preferred Stock totaling $14.4 million and $43.1 million, respectively, each year.
15

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

8. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average common shares and common share equivalents outstanding during the periods. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method, which includes consideration of equity awards.
The following table sets forth the computation of basic and diluted earnings per share for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions, except per share data)2024202320242023
Net income attributable to WESCO International, Inc.$204.3 $233.4 $552.2 $623.6 
Less: Preferred stock dividends14.4 14.4 43.1 43.1 
Net income attributable to common stockholders$189.9 $219.0 $509.1 $580.5 
Weighted-average common shares outstanding used in computing basic earnings per share
49.1 51.2 50.0 51.2 
Common shares issuable upon exercise of dilutive equity awards
0.7 1.0 0.8 1.2 
Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share49.8 52.2 50.8 52.4 
Earnings per share attributable to common stockholders
Basic$3.87 $4.28 $10.18 $11.34 
Diluted$3.81 $4.20 $10.02 $11.08 
The computation of diluted earnings per share attributable to common stockholders excludes stock-based awards that would have had an antidilutive effect on earnings per share. For the three and nine months ended September 30, 2024, there were approximately 0.2 million antidilutive shares. For the three and nine months ended September 30, 2023, there were approximately 0.1 million and 0.2 million antidilutive shares, respectively.
16

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

9. DEBT
The following table sets forth Wesco's outstanding indebtedness:
As of
September 30,
2024
December 31,
2023
(In millions)
International lines of credit$0.8 $1.0 
Accounts Receivable Securitization Facility1,450.0 1,550.0 
Revolving Credit Facility485.0 953.0 
6.00% Anixter Senior Notes due 20254.2 4.2 
7.125% Senior Notes due 2025 1,500.0 
7.250% Senior Notes due 2028, less debt discount of $4.7 and $5.6 in 2024 and 2023, respectively
1,320.3 1,319.4 
6.375% Senior Notes due 2029900.0  
6.625% Senior Notes due 2032850.0  
Finance lease obligations58.2 31.4 
Total debt5,068.5 5,359.0 
Plus: Fair value adjustments to the Anixter Senior Notes0.1 0.1 
Less: Unamortized debt issuance costs(45.9)(37.4)
Less: Short-term debt and current portion of long-term debt(14.9)(8.6)
Total long-term debt$5,007.8 $5,313.1 
Accounts Receivable Securitization Facility
On March 8, 2024, Wesco Distribution amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of an Eighth Amendment to Fifth Amended and Restated Receivables Purchase Agreement (the “Eighth Receivables Amendment”), by and among WESCO Receivables Corp., Wesco Distribution, the various purchasers and purchaser agents party thereto and PNC Bank, National Association, as administrator. The Eighth Receivables Amendment modified the receivables purchase agreement originally entered into on June 22, 2020 (the “Receivables Purchase Agreement”). The Eighth Receivables Amendment, among other things, (i) reduced the purchase limit under the Receivables Facility from $1,625 million to $1,550 million, (ii) increased the capacity to request increases in the purchase limit under the Receivables Facility from $125 million to $300 million, (iii) extended the termination date of the Receivables Facility to March 1, 2027, (iv) added a commercial paper funding option for any conduit purchaser funding its investment through issuances of notes, and (v) modified the drawn spread applicable to investments. No other material terms were changed.
Revolving Credit Facility
On March 6, 2024, Wesco Distribution amended its revolving credit facility (the “Revolving Credit Facility”) pursuant to the terms and conditions of a Sixth Amendment to Fourth Amended and Restated Credit Agreement (the “Sixth Revolver Amendment”). The Sixth Revolver Amendment amended the Revolving Credit Agreement to, among other things, modify the Canadian interest rate options and increase certain negative covenant baskets. No other material terms were changed.
17

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

7.125% Senior Notes due 2025
In June 2020, Wesco Distribution issued $1,500 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”) through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes were issued at a price of 100% of the aggregate principal amount and were issued pursuant to, and governed by, an indenture (the “2025 Notes Indenture”), dated as of June 12, 2020, between the Company, Wesco Distribution, and U.S. Bank National Association, as trustee. The 2025 Notes were unsecured and unsubordinated obligations of Wesco Distribution and were guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2025 Notes had a stated interest rate of 7.125% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2025 Notes had a maturity date of June 15, 2025 and were redeemable in whole or in part at a redemption price equal to 101.781% of the principal amount between June 15, 2023 and June 14, 2024 or 100% of the principal amount on and after June 15, 2024. The net proceeds from the issuance of the 2025 Notes, together with other borrowings and existing cash on hand, were used to finance the merger with Anixter Inc.
On May 20, 2024, Wesco Distribution exercised its right to redeem the entire outstanding $1,500 million aggregate principal amount of the 2025 Notes, and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee under the 2025 Notes Indenture, issued a notice of redemption to registered holders of the 2025 Notes.
On June 17, 2024, Wesco Distribution redeemed the $1,500 million aggregate principal amount of the 2025 Notes at a redemption price equal to 100% of the principal amount plus accrued interest up to, but not including, June 15, 2024. The redemption of the 2025 Notes was funded through the issuance of the 6.375% Senior Notes due 2029 (the “2029 Notes”) and the 6.625% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “2029 and 2032 Notes”) as described below. The Company recognized a non-cash loss of $6.8 million from the redemption of the 2025 Notes resulting from the write-off of unamortized debt issuance costs, which is recorded as a component of interest expense, net in the Condensed Consolidated Statement of Income and Comprehensive Income for the nine months ended September 30, 2024.
6.375% Senior Notes due 2029
6.625% Senior Notes due 2032
On March 7, 2024, Wesco Distribution issued $900 million aggregate principal amount of 6.375% senior notes due 2029 and $850 million aggregate principal amount of 6.625% senior notes due 2032. The 2029 and 2032 Notes were issued at a price of 100% of the aggregate principal amount. Wesco incurred costs related to the issuance of the 2029 Notes and 2032 Notes totaling $11.3 million and $10.6 million, respectively, which were recorded as a reduction to the carrying value of the debt and are being amortized over the respective lives of the notes.
The 2029 and 2032 Notes were issued pursuant to, and are governed by, an indenture (the “2029 and 2032 Notes Indenture”), dated as of March 7, 2024, among Wesco Distribution, the Company, Anixter Inc., and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 and 2032 Notes and related guarantees were issued in a private transaction exempt from the Securities Act.
The Company used the net proceeds from the issuance of the 2029 and 2032 Notes to redeem the 2025 Notes on June 17, 2024. Prior to repaying the 2025 Notes, the Company used the net proceeds temporarily to repay a portion of the amounts outstanding under its Receivables Facility and repaid all of the outstanding borrowings under its Revolving Credit Facility. The Company subsequently redrew under the Receivables Facility and the Revolving Credit Facility an aggregate amount sufficient to redeem the 2025 Notes.
The 2029 and 2032 Notes are unsecured and unsubordinated obligations of Wesco Distribution and are guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2029 Notes accrue interest at a rate of 6.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 2029 Notes will mature on March 15, 2029. The 2032 Notes accrue interest at a rate of 6.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 2032 Notes will mature on March 15, 2032.
Wesco Distribution may redeem all or a part of the 2029 Notes at any time prior to March 15, 2026 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2026, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2029 Notes with the net cash proceeds from certain equity offerings. At any time between March 15, 2026 and March 14, 2027, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 103.188% of the principal amount. Between March 15, 2027 and March 14, 2028, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 101.594% of the principal amount. On and after March 15, 2028, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 100% of the principal amount.
18

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Wesco Distribution may redeem all or a part of the 2032 Notes at any time prior to March 15, 2027 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2027, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2032 Notes with the net cash proceeds from certain equity offerings. At any time between March 15, 2027 and March 14, 2028, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 103.313% of the principal amount. Between March 15, 2028 and March 14, 2029, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 101.657% of the principal amount. On and after March 15, 2029, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 100% of the principal amount.
The 2029 and 2032 Notes Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2029 and 2032 Notes receiving investment grade credit ratings.
The 2029 and 2032 Notes Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2029 and 2032 Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.
10. EMPLOYEE BENEFIT PLANS
The following table sets forth the components of net periodic pension cost (benefit) for the Company’s defined benefit plans:
Three Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$ $ $0.4 $1.2 $0.4 $1.2 
Interest cost 4.6 3.2 2.9 3.2 7.5 
Expected return on plan assets (4.3)(3.2)(3.1)(3.2)(7.4)
Recognized actuarial gain(3)
  (0.2)(0.3)(0.2)(0.3)
Settlement(2.2)   (2.2) 
Net periodic pension (benefit) cost$(2.2)$0.3 $0.2 $0.7 $(2.0)$1.0 
Nine Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$ $ $1.4 $3.6 $1.4 $3.6 
Interest cost1.1 7.8 12.5 8.6 13.6 16.4 
Expected return on plan assets(0.3)(7.3)(13.0)(9.1)(13.3)(16.4)
Recognized actuarial gain(3)
  (0.4)(0.9)(0.4)(0.9)
Settlement3.3    3.3  
Net periodic pension cost$4.1 $0.5 $0.5 $2.2 $4.6 $2.7 
(1)    Defined as the Anixter Inc. Pension Plan, which was settled during the first quarter of 2024, as described below.
(2)    Defined as the EECOL Electric ULC Retirement Plan, the EECOL Electric ULC Supplemental Executive Retirement Plan, the Pension Plan for Employees of Anixter Canada Inc., and various defined benefit pension plans covering employees of foreign subsidiaries in Europe.
(3)    For the three and nine months ended September 30, 2024 and 2023, no material amounts were reclassified from accumulated other comprehensive income into net income.
19

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

Service cost is reported as a component of selling, general and administrative expenses. The other components of net periodic pension cost (benefit) totaling net benefits of $2.4 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, net costs of $3.2 million for the nine months ended September 30, 2024, and net benefits $0.9 million for the nine months ended September 30, 2023, are presented as components of other expense, net.
The Company expects to contribute approximately $7.0 million to its Foreign Plans in 2024. Approximately $1.0 million and $4.4 million was contributed during the three and nine months ended September 30, 2024, respectively. The Company did not make any contributions to its domestic qualified pension plan during the three or nine months ended September 30, 2024 due to the plan’s settlement, as described below.
Anixter Inc. Pension Plan Settlement
On February 12, 2024, the remaining benefit obligation of the Anixter Inc. Pension Plan was settled through the purchase of single premium annuity contracts for total cash of $138.8 million. The purchase was funded entirely by the assets of the plan.
The final settlement of the Anixter Inc. Pension Plan triggered a remeasurement of the related plan benefit obligations and assets as of February 29, 2024. The net effect of the plan remeasurement was a reduction of $30.6 million to the net funded status of the plan, which represented an excess plan asset reversion, and was accounted for as a negative employer contribution. During the three and nine months ended September 30, 2024, the Company used $1.6 million and $8.9 million, respectively, of the excess pension plan assets to fund certain of the Company's matching contributions to the defined contribution plan in the U.S. The remaining assets related to the excess plan asset reversion are included in other current assets in the Condensed Consolidated Balance Sheet as of September 30, 2024. Additionally, the Company incurred excise taxes of $4.8 million resulting from the excess plan asset reversion, which are recorded as a component of selling, general and administrative expenses in the Condensed Consolidated Statement of Income during the nine months ended September 30, 2024 and are included in other current liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2024.
During the first quarter of 2024, the Company recognized settlement costs of $5.5 million to recognize unrealized losses previously reported as a component of other comprehensive income (loss) related to the benefit obligation of the Anixter Inc. Pension Plan. During the third quarter of 2024, the Company recognized income of $2.2 million as a result of the finalization of the liabilities transferred as part of the settlement.
Other Employee Benefit Plans
Wesco sponsors defined contribution retirement savings plans for the majority of its employees in the U.S. and certain employees in Canada, which provide employer contributions.
Wesco incurred expenses of $18.8 million and $15.9 million for the three months ended September 30, 2024 and 2023, respectively, and $58.4 million and $58.8 million for the nine months ended September 30, 2024 and 2023, respectively, for its defined contribution plans.
Wesco Distribution sponsors a non-qualified deferred compensation plan (the “Wesco Deferred Compensation Plan”) that permits select employees to make pre-tax deferrals of salary and bonus. Employees have the option to transfer balances allocated to their accounts in the Wesco Deferred Compensation Plan into any of the available investment options. The Wesco Deferred Compensation Plan is an unfunded plan. As of September 30, 2024 and December 31, 2023, the Company’s obligation under the Wesco Deferred Compensation Plan was $32.5 million and $27.4 million, respectively, which is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, bank overdrafts, outstanding indebtedness, foreign currency forward contracts, and benefit plan assets. Except for benefit plan assets, outstanding indebtedness and foreign currency forward contracts, the carrying value of the Company’s other financial instruments approximates fair value.
The assets of the Company’s various defined benefit plans primarily comprise common/collective/pool funds (i.e., mutual funds). These funds are valued at the net asset value (“NAV”) of shares held in the underlying funds. Investments for which fair value is measured using the NAV per share practical expedient are not classified in the fair value hierarchy.
The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy.
20

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

The carrying value of Wesco’s debt instruments with fixed interest rates was $3,074.6 million and $2,823.7 million as of September 30, 2024 and December 31, 2023, respectively. The estimated fair value of this debt was $3,177.8 million and $2,880.3 million as of September 30, 2024 and December 31, 2023, respectively. The reported carrying values of Wesco’s other debt instruments, including those with variable interest rates, approximated their fair values as of September 30, 2024 and December 31, 2023.
The Company purchases foreign currency forward contracts to reduce the effect of fluctuations in foreign currency-denominated accounts on its earnings. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative offsets the impact of the underlying hedge. Its counterparties to foreign currency forward contracts have investment-grade credit ratings. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing foreign currency forward contracts versus the movement of currencies, as well as fluctuations in the account balances throughout each reporting period. The fair value of foreign currency forward contracts is based on the difference between the contract rate and the current price of a forward contract with an equivalent remaining term. The fair value of foreign currency forward contracts is measured using observable market information. These inputs are considered Level 2 in the fair value hierarchy. At September 30, 2024 and December 31, 2023, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expense (income) in the Condensed Consolidated Statements of Income and Comprehensive Income offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. The gross and net notional amounts of foreign currency forward contracts outstanding were approximately $354.3 million and $168.4 million, at September 30, 2024 and December 31, 2023, respectively. While all of the Company’s foreign currency forward contracts are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the Condensed Consolidated Balance Sheets. The gross fair value of assets and liabilities related to foreign currency forward contracts were immaterial.
12. COMMITMENTS AND CONTINGENCIES
From time to time, a number of lawsuits and claims have been or may be asserted against the Company relating to the conduct of its business, including litigation relating to commercial, product and employment matters. The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to Wesco. However, management does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on Wesco’s financial condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on Wesco’s results of operations for that period.
13. INCOME TAXES
The effective tax rate for the three months ended September 30, 2024 and 2023 was 25.3% and 15.9%, respectively. For the three months ended September 30, 2024, the effective tax rate does not reflect any material discrete income tax benefits. For the three months ended September 30, 2023, the effective tax rate reflects discrete income tax benefits of $11.9 million resulting from the reversal of the valuation allowance against Brazilian deferred tax assets, $10.5 million relating to return-to-provision adjustments that resulted from the filing of the 2022 U.S. federal income tax return, and $7.6 million resulting from the exercise and vesting of stock-based awards. These discrete income tax benefits reduced the effective tax rate in the prior period by approximately 10.8 percentage points.
The effective tax rate for the nine months ended September 30, 2024 and 2023 was 25.4% and 20.4%, respectively. For the nine months ended September 30, 2024, the effective tax rate reflects a discrete income tax benefit of $8.6 million resulting from the exercise and vesting of stock-based awards. For the nine months ended September 30, 2023, the effective tax rate reflects discrete income tax benefits of $29.7 million resulting from the exercise and vesting of stock-based awards, $11.9 million resulting from the reversal of the valuation allowance against Brazilian deferred tax assets, and $10.5 million relating to return-to-provision adjustments that resulted from the filing of the 2022 U.S. federal income tax return. These discrete income tax items reduced the effective tax rates in the respective periods by approximately 1.2 and 6.6 percentage points.
The effective tax rate, excluding discrete income tax benefits, differs from the federal statutory income tax rate due primarily to state income taxes, nondeductible expenses, and the tax impact of international operations.
There have been no material adjustments to the Company's assessment of uncertain tax positions since December 31, 2023.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

14. BUSINESS SEGMENTS
The Company has operating segments comprising three strategic business units consisting of EES, CSS and UBS. These operating segments are equivalent to the Company’s reportable segments. The Company’s chief operating decision maker evaluates the performance of its operating segments based on net sales, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA margin percentage.
The Company incurs corporate costs primarily related to treasury, tax, information technology, legal and other centralized functions. The Company also has various corporate assets. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets. Interest expense and certain other non-operating items are either not allocated to the segments or reviewed on a segment basis. Corporate expenses and assets not directly identifiable with a reportable segment are reported in the tables below to reconcile the reportable segments to the consolidated financial statements.
The following table sets forth net sales by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$2,151.2 $2,190.7 $6,423.1 $6,526.1 
CSS1,955.1 1,778.0 5,491.1 5,360.9 
UBS1,383.1 1,675.7 4,404.9 5,024.8 
Total$5,489.4 $5,644.4 $16,319.1 $16,911.8 
The following table sets forth adjusted EBITDA and adjusted EBITDA margin % by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$186.3$191.5$547.0$563.5
Adjusted EBITDA Margin
8.7 %8.7 %8.5 %8.6 %
CSS$175.2$175.5$453.2$510.5
Adjusted EBITDA Margin
9.0 %9.9 %8.3 %9.5 %
UBS$156.5$196.4$499.4$572.7
Adjusted EBITDA Margin
11.3 %11.7 %11.3 %11.4 %
The following table sets forth depreciation and amortization by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$12.2$10.9$34.8$32.3
CSS17.618.053.953.9
UBS6.96.321.318.7
Corporate9.39.927.631.5
Total$46.0$45.1$137.6$136.4
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

The following table sets forth other (income) expense, net by reportable segment for the periods presented, which primarily consists of net foreign currency exchange (gains) losses and the gain on the divestiture of the WIS business:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$5.6$1.7$14.3$12.0
CSS4.79.739.438.2
UBS
(19.7)0.6(122.1)(0.5)
Corporate(15.5)(8.3)(30.9)(35.1)
Total$(24.9)$3.7$(99.3)$14.6
The following table sets forth total assets by reportable segment for the periods presented:
As of
(In millions)September 30,
2024
December 31,
2023
EES$4,648.2 $4,553.6 
CSS5,830.7 5,626.6 
UBS3,671.1 3,908.5 
Corporate(1)
1,125.0 972.2 
Total$15,275.0 $15,060.9 
(1)    Total assets for Corporate primarily consist of cash and cash equivalents, deferred income taxes, property, buildings and equipment, capitalized cloud computing arrangement costs, operating lease assets, and pension assets.
The following table reconciles adjusted EBITDA by segment to income before income taxes, for the periods presented:
Three Months Ended September 30
Nine Months Ended September 30
(In millions)2024202320242023
Adjusted EBITDA by segment
EES$186.3 $191.5 $547.0 $563.5 
CSS175.2 175.5 453.2 510.5 
UBS156.5 196.4 499.4 572.7 
Total segment adjusted EBITDA518.0 563.4 1,499.6 1,646.7 
Less:
Corporate expenses not allocated to segments132.9 134.9 429.3 409.6 
Interest expense, net86.5 98.5 279.8 292.3 
Depreciation and amortization46.0 45.1 137.6 136.4 
Other (income) expense, net
(24.9)3.7 (99.3)14.6 
Stock-based compensation expense allocated to segments3.5 2.9 10.6 10.0 
Income before income taxes$274.0 $278.3 $741.6 $783.8 
Note: Adjusted EBITDA and Adjusted EBITDA margin % provide indicators of the Company’s performance and its ability to meet debt service requirements. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income) and non-cash stock-based compensation expense. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)

15. SUBSEQUENT EVENTS
On October 30, 2024, the Company entered into an agreement to acquire 100% of the equity securities of Ascent, LLC (“Ascent”) for a base purchase price of $185.0 million, subject to adjustments for estimated net working capital, cash and cash equivalents, indebtedness, and closing date seller expenses. Ascent is a service provider to the data center industry and offers a comprehensive suite of mission-critical services for data center developers, owners, and tenants. The acquisition is expected to close in the fourth quarter of 2024.
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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and WESCO International, Inc.’s audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in Item 1A of WESCO International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as WESCO International, Inc.’s other reports filed with the Securities and Exchange Commission (the SEC). In this Item 2, Wesco refers to WESCO International, Inc., and its subsidiaries and its predecessors unless the context otherwise requires. References to we, us, our and the Company refer to Wesco and its subsidiaries.
In addition to the results provided in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), our discussion and analysis of financial condition and results of operations includes certain non-GAAP financial measures, which are defined further below. These financial measures include organic sales growth, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, financial leverage, adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating expense (income), adjusted provision for income taxes, adjusted income before income taxes, adjusted net income, adjusted net income attributable to WESCO International, Inc., adjusted net income attributable to common stockholders, and adjusted earnings per diluted share. We believe that these non-GAAP measures are helpful to users of our financial statements as they provide a better understanding of our financial condition and results of operations on a comparable basis. Additionally, certain non-GAAP measures either focus on or exclude items impacting comparability of results, allowing users to more easily compare our financial performance from period to period. Management uses certain non-GAAP financial measures in its evaluation of the performance of the Company’s operating segments and in the determination of incentive compensation. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.
Company Overview
Wesco, headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.
We employ approximately 20,000 people, maintain relationships with more than 50,000 suppliers, and serve nearly 150,000 customers worldwide. With millions of products, end-to-end supply chain services, and leading digital capabilities, we provide innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, educational institutions, telecommunications providers, utilities and technology companies. Our innovative value-added solutions include supply chain management, logistics and transportation, procurement, warehousing and inventory management, as well as kitting and labeling, limited assembly of products and installation enhancement. We operate nearly 800 branches, warehouses and sales offices in approximately 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and global corporations.
We have operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions (“EES”), Communications & Security Solutions (“CSS”) and Utility & Broadband Solutions (“UBS”). These operating segments are equivalent to our reportable segments. The following is a description of each of our reportable segments and their business activities.
Electrical & Electronic Solutions
The EES segment, with approximately 6,700 employees supporting customers in more than 50 countries, supplies a broad range of products and solutions primarily to the construction, industrial, and original equipment manufacturer (“OEM”) markets. The product portfolio in this business includes a broad range of electrical equipment and supplies, automation and connected devices (the “Internet of Things” or “IoT”), security, lighting, wire and cable, safety, and maintenance, repair and operating (“MRO”) products from industry-leading manufacturing partners. The EES service portfolio includes contractor solutions to improve project execution, direct and indirect manufacturing supply chain optimization programs, lighting and renewables advisory services, and digital and automation solutions to improve safety and productivity.
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Communications & Security Solutions
The CSS segment, with approximately 4,300 employees supporting customers in more than 50 countries, is a global leader in the network infrastructure and security markets. CSS sells products directly to end-users or through various channels including data communications contractors, security, network, professional audio/visual and systems integrators. In addition to the core network infrastructure and security portfolio, CSS has a broad offering of safety and energy management solutions. CSS products are often combined with supply chain services to increase efficiency and productivity, including installation enhancement, project deployment, advisory and IoT and digital services.
Utility & Broadband Solutions
The UBS segment, with approximately 2,300 employees supporting customers primarily in the U.S. and Canada, provides products and services to investor-owned utilities, public power companies, including municipalities, as well as global service providers, wireless providers, broadband operators and the contractors that service these customers. The products sold into the utility and broadband markets include wire and cable, transformers, transmission and distribution hardware, switches, protective devices, connectors, lighting, conduit, fiber and copper cable, connectivity products, pole line hardware, racks, cabinets, safety and MRO products, and point-to-point wireless devices. The UBS segment also offers a complete set of service solutions to improve customer supply chain efficiencies. The UBS segment previously included Wesco’s integrated supply (“WIS”) business, which provided products and services to large industrial and commercial end-users to support their MRO spend. In the first quarter of 2024, Wesco entered into an agreement to sell the WIS business. The sale was completed on April 1, 2024.
Overall Financial Performance
Our financial results for the first nine months of 2024 compared to the first nine months of 2023 reflect a single-digit decline in sales driven by a decrease in volume partially offset by the benefits of price inflation in certain segments. Additionally, financial results were impacted by a loss on abandonment of assets, higher facilities and IT costs and higher payroll and payroll-related expenses, partially offset by the gain recognized on the divestiture of our WIS business, as well as lower professional services and consulting fees.
Net sales for the first nine months of 2024 decreased $592.7 million, or 3.5%, over the corresponding prior year period. The decrease reflects estimated volume decline of approximately 3% driven primarily by a decrease in volume for the UBS segment, with a less significant decrease in the EES segment, partially offset by an increase in the CSS segment. Other negative factors include the decrease from the divestiture of the WIS business of 2.3% and the negative impact of fluctuations in foreign exchange rates of 0.2%. These negative factors were partially offset by the favorable impact from the number of workdays of 0.5% and by the estimated impact of changes in price of approximately 2%. Cost of goods sold as a percentage of net sales was 78.3% for the current and prior year nine-month period.
Income from operations was $922.1 million for the first nine months of 2024 compared to $1,090.7 million for the first nine months of 2023, a decrease of $168.6 million, or 15.5%. Income from operations as a percentage of net sales was 5.7% for the current nine-month period, compared to 6.4% for the first nine months of the prior year. Income from operations for the first nine months of 2024 includes a loss on abandonment of assets of $17.8 million as a result of the write-off of certain capitalized cloud computing arrangement implementation costs relating to a third-party developed operations management software product that will no longer be utilized, digital transformation costs of $17.5 million, restructuring costs of $9.5 million, and excise taxes on excess pension plan assets of $4.8 million. Adjusted for these amounts, income from operations was 6.0% of net sales for the first nine months of 2024. For the first nine months of 2023, income from operations was 6.8% of net sales, as adjusted for digital transformation costs of $28.5 million, merger-related and integration costs of $16.9 million, restructuring costs of $15.4 million, and accelerated trademark amortization of $1.2 million. For the nine months ended September 30, 2024, income from operations declined compared to the prior year due to a decline in sales, as well as an increase in costs to operate our facilities, an increase in IT costs and higher payroll and payroll-related expenses. These negative factors were partially offset by a decrease in professional services and consulting fees.
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Cash Flow
Operating cash flow for the first nine months of 2024 was $824.6 million. Net cash provided by operating activities included net income of $553.5 million and non-cash adjustments to net income totaling $66.3 million, which primarily comprised depreciation and amortization of $137.6 million, stock-based compensation expense of $19.6 million, a loss on abandonment of assets of $17.8 million and amortization of debt discount and debt issuance costs of $12.2 million, partially offset by a gain of $122.2 million, resulting from the divestiture of our WIS business, as described in Note 4, “Acquisitions and Divestitures”. Operating cash flow was positively impacted by net changes in assets and liabilities of $204.8 million, which primarily comprised an increase in accounts payable of $478.0 million, primarily due to the timing of payments to suppliers, as well as inventory purchases, partially offset by an increase in trade accounts receivable of $217.9 million due to the timing of receipts from customers. Operating cash flow was also negatively impacted by the payment of management incentive compensation earned in 2023, which resulted in a cash outflow of approximately $50.5 million in the first nine months of 2024, which was partially offset by the accrual of management incentive compensation earned in the current year.
Investing activities primarily included $354.9 million in proceeds from the divestiture of the WIS business, net of cash transferred, partially offset by $70.4 million of capital expenditures mostly consisting of internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as equipment and leasehold improvements to support our global network of locations, and $41.7 million paid in the aggregate to acquire the entroCIM business (“entroCIM”) and Independent Electric Supply Inc. (“IES”), net of cash acquired.
Financing activities primarily comprised the redemption of our $1,500.0 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”), and proceeds of $900.0 million and $850.0 million related to the issuance of our 6.375% Senior Notes due 2029 (the “2029 Notes”) and our 6.625% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “2029 and 2032 Notes”), respectively. Additionally, financing activities comprised net repayments of $468.0 million related to our revolving credit facility (the “Revolving Credit Facility”), net repayments of $100.0 million related to our accounts receivable securitization facility (the “Receivables Facility”), and payment of total debt issuance costs of $26.6 million related to the issuance of the 2029 and 2032 Notes and amendments to the Revolving Credit Facility and Receivables Facility. The first nine months of 2024 also included $375.0 million of common stock repurchases, $61.4 million and $43.1 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively, and $26.2 million of payments for taxes related to the exercise and vesting of stock-based awards.
Financing Availability
As of September 30, 2024, we had $1.2 billion in total available borrowing capacity under our Revolving Credit Facility and $100.0 million of available borrowing capacity under our Receivables Facility. The Revolving Credit Facility and the Receivables Facility both mature in March 2027.
Results of Operations
Third Quarter of 2024 versus Third Quarter of 2023
Net Sales
The following table sets forth net sales and organic sales growth for the periods presented:
Three Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestiture
Foreign Exchange
Workday
Organic Sales
(In millions)
Net sales$5,489.4 $5,644.4 (2.7)%(3.5)%(0.2)%1.6 %(0.6)%
Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after adjusting for weekends and public holidays in the United States; the third quarter of 2024 had one more workday compared to the third quarter of 2023.
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Net sales were $5.5 billion for the third quarter of 2024 compared to $5.6 billion for the third quarter of 2023, a decrease of 2.7%. Adjusting for the decrease from the divestiture of the WIS business of 3.5%, the unfavorable impact from fluctuations in foreign exchange rates of 0.2%, and the favorable impact from the number of workdays of 1.6%, organic sales for the third quarter of 2024 declined by 0.6%, reflecting an approximately 2% decline in volume, driven by declines in the EES and UBS segments, partially offset by a volume increase in the CSS segment, and the impact of changes in price, which favorably impacted consolidated organic sales by approximately 2%.
Cost of Goods Sold
Cost of goods sold for the third quarter of 2024 was $4.3 billion compared to $4.4 billion for the third quarter of 2023, a decrease of $0.1 billion. Cost of goods sold as a percentage of net sales was 77.9% and 78.4% for the third quarter of 2024 and 2023, respectively. The favorable decrease of 50 basis points primarily reflects the impact from the divestiture of the WIS business.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses primarily include payroll and payroll-related costs, shipping and handling, travel and entertainment, facilities, utilities, information technology expenses, professional and consulting fees, credit losses, gains (losses) on the sale, disposal, or abandonment of property and equipment, as well as real estate and personal property taxes. SG&A expenses for the third quarter of 2024 totaled $831.1 million versus $796.4 million for the third quarter of 2023, an increase of $34.7 million, or 4.4%. As a percentage of net sales, SG&A expenses were 15.1% and 14.1% for the third quarter of 2024 and 2023, respectively. SG&A expenses for the third quarter of 2024 include $5.4 million of digital transformation costs and $0.5 million of restructuring costs. SG&A expenses for the third quarter of 2023 include $12.9 million of digital transformation costs, $5.6 million of restructuring costs, and $2.1 million of merger-related and integration costs. Adjusted for digital transformation costs and restructuring costs, SG&A expenses were $825.2 million, or 15.0% of net sales, for the third quarter of 2024. Adjusted for digital transformation costs, restructuring costs, and merger-related and integration costs, SG&A expenses were $775.8 million, or 13.7% of net sales, for the third quarter of 2023.
SG&A payroll and payroll-related expenses for the third quarter of 2024 of $520.1 million increased by $13.5 million compared to the same period in 2023 as a result of an increase of $9.6 million in commissions and incentives and a $9.6 million increase in benefits, partially offset by a decrease in other payroll expenses of $3.3 million, primarily driven by a reduction in long-term incentive plan expense.
SG&A expenses not related to payroll and payroll-related costs for the third quarter of 2024 were $311.0 million, an increase of $21.2 million compared to the same period in 2023, which primarily reflects higher costs to operate our facilities of $7.0 million, higher transportation costs of $4.5 million, higher employee expenses of $3.3 million, and higher IT costs of $3.2 million.
Income from Operations
Income from operations was $335.6 million for the third quarter of 2024 compared to $380.5 million for the third quarter of 2023. The decrease of $44.9 million, or 11.8%, reflects a decrease in sales due to volume declines and an increase in SG&A expenses as described above, partially offset by lower cost of goods sold as a percentage of net sales, as described above.
Interest Expense, net
Net interest expense totaled $86.5 million for the third quarter of 2024 compared to $98.5 million for the third quarter of 2023. The decrease of $12.0 million, or 12.1%, primarily reflects lower borrowings and a decrease in variable interest rates.
Other (Income) Expense, net
Other non-operating income totaled $24.9 million for the third quarter of 2024 compared to expense of $3.7 million for the third quarter of 2023. During the third quarter, we finalized the divestiture of our WIS business and recognized an additional gain from the sale of $19.3 million. Due to fluctuations in the U.S. dollar against certain foreign currencies, we recognized a net foreign currency exchange gain of $2.5 million for the third quarter of 2024 compared to a net loss of $1.4 million for the third quarter of 2023. We recognized net benefits of $2.4 million and $0.2 million associated with the non-service cost components of net periodic pension cost (benefit) for the three months ended September 30, 2024 and 2023, respectively. The non-service cost components of net periodic pension benefit for the third quarter of 2024 includes income of $2.2 million as a result of the finalization of the liabilities transferred as part of the settlement of the Anixter Inc. Pension Plan. Adjusted for the gain on the divestiture of our WIS business as well as the pension settlement cost reduction, other non-operating income was $3.4 million for the third quarter of 2024.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Income Taxes
The provision for income taxes was $69.3 million for the third quarter of 2024 compared to $44.3 million for the corresponding quarter of the prior year, resulting in effective tax rates of 25.3% and 15.9%, respectively. The higher effective tax rate for the third quarter of 2024 is due to lower discrete income tax benefits resulting from the exercise and vesting of stock-based awards as compared to the prior year. The corresponding quarter of the prior year also reflected discrete income tax benefits relating to the reversal of the valuation allowance against Brazilian deferred tax assets and 2022 U.S. federal return-to-provision adjustments.
Net Income and Earnings per Share
Net income and earnings per diluted share attributable to common stockholders were $189.9 million and $3.81, respectively, for the third quarter of 2024 compared to $219.0 million and $4.20, respectively, for the third quarter of 2023. Adjusted for digital transformation costs, restructuring costs, the additional gain recognized on the divestiture of the WIS business, the pension settlement cost reduction, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $178.1 million and $3.58, respectively, for the three months ended September 30, 2024. Adjusted for digital transformation costs, restructuring costs, merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $234.4 million and $4.49, respectively, for the three months ended September 30, 2023.
Adjusted EBITDA
Adjusted EBITDA, a non-GAAP financial measure, was $398.1 million for the third quarter of 2024, compared to $457.0 million for the third quarter of 2023. Adjusted EBITDA decreased $58.9 million, or 12.9% year-over-year. The decrease primarily reflects the $155.0 million decrease in net sales and a $34.7 million increase in SG&A expenses, partially offset by a corresponding decrease in cost of goods sold of $145.7 million, as described above. Included in the increase in SG&A expenses was cloud computing arrangement amortization of $3.8 million, partially offset by the lack of merger-related and integration costs in the third quarter of 2024 compared to $2.1 million in the third quarter of 2023, as well as a year-over-year decrease in digital transformation and restructuring costs of $7.5 million and $5.1 million, respectively.
Segment Results
The following is a discussion of the financial results of our operating segments comprising three strategic business units consisting of EES, CSS and UBS for the three months ended September 30, 2024. As further described below and in Note 14, “Business Segments” of our Notes to the unaudited Condensed Consolidated Financial Statements, the performance of our operating segments is based on net sales, adjusted EBITDA, and adjusted EBITDA margin percentage. Adjusted EBITDA and adjusted EBITDA margin percentage are non-GAAP financial measures.
Electrical & Electronic Solutions
Three Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$2,151.2$2,190.7(1.8)%— %(0.5)%1.6 %(2.9)%
Adjusted EBITDA$186.3$191.5
Adjusted EBITDA Margin %8.7 %8.7 %
EES reported net sales of $2,151.2 million for the third quarter of 2024 compared to $2,190.7 million for the third quarter of 2023, a decrease of $39.5 million, or 1.8%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.5% and the favorable impact from the number of workdays of 1.6%, EES organic sales for the third quarter of 2024 declined by 2.9%, reflecting volume declines of approximately 6%, primarily as a result of declines in the construction and industrial businesses. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 3%.
EES reported adjusted EBITDA of $186.3 million for the third quarter of 2024, or 8.7% of net sales, compared to $191.5 million for the third quarter of 2023, or 8.7% of net sales. Adjusted EBITDA decreased $5.2 million, or 2.7% year-over-year. The decrease primarily reflects the $39.5 million decline in net sales, as described above, offset by a decrease in cost of goods sold of $49.4 million, which is inclusive of higher supplier volume rebates of approximately $6.1 million. SG&A expenses increased $15.2 million as compared to the prior year, which was primarily attributed to an increase in commissions and incentives of $6.9 million, an increase in salaries of $6.1 million, and an increase in transportation costs of $4.5 million.
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Communications & Security Solutions
Three Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$1,955.1$1,778.010.0 %— %(0.1)%1.6 %8.5 %
Adjusted EBITDA$175.2$175.5
Adjusted EBITDA Margin %9.0 %9.9 %
CSS reported net sales of $1,955.1 million for the third quarter of 2024 compared to $1,778.0 million for the third quarter of 2023, an increase of $177.1 million, or 10.0%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.1% and the favorable impact from the number of workdays of 1.6%, CSS organic sales for the third quarter of 2024 grew by 8.5%, primarily reflecting volume growth in the data center solutions and security solutions businesses. Changes in price did not have a material impact on the year-over-year growth in CSS organic sales.
CSS reported adjusted EBITDA of $175.2 million for the third quarter of 2024, or 9.0% of net sales, compared to $175.5 million for the third quarter of 2023, or 9.9% of net sales. Adjusted EBITDA decreased $0.3 million, or 0.2% year-over-year. The decrease primarily reflects an increase in cost of goods sold of $155.2 million and an increase in SG&A expenses of $22.7 million, partially offset by the $177.1 million increase in net sales, as described above. The increase in SG&A expenses is primarily attributed to increased salaries of $6.4 million, increased commissions and incentives of $5.5 million, driven by higher sales volume, a $2.5 million increase in transportation costs consistent with higher sales, and higher costs to operate our facilities of $2.1 million, which includes an increase in rents.
Utility & Broadband Solutions
Three Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$1,383.1$1,675.7(17.5)%(11.7)%(0.2)%1.6 %(7.2)%
Adjusted EBITDA$156.5$196.4
Adjusted EBITDA Margin %11.3 %11.7 %
UBS reported net sales of $1,383.1 million for the third quarter of 2024 compared to $1,675.7 million for the third quarter of 2023, a decrease of $292.6 million, or 17.5%. Adjusting for the decrease from the divestiture of the WIS business of 11.7%, the unfavorable impact from fluctuations in foreign exchange rates of 0.2%, and the favorable impact from the number of workdays of 1.6%, UBS organic sales for the third quarter of 2024 declined by 7.2%, reflecting volume declines of approximately 9%, primarily as a result of declines in the utility and broadband businesses. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 1%.
UBS reported adjusted EBITDA of $156.5 million for the third quarter of 2024, or 11.3% of net sales, compared to $196.4 million for the third quarter of 2023, or 11.7% of net sales. Adjusted EBITDA decreased $39.9 million, or 20.3% year-over-year. The decrease primarily reflects the $292.6 million decline in net sales, as described above, partially offset by a decrease in cost of goods sold of $251.5 million, which is inclusive of higher inventory adjustments of $3.4 million as well as lower supplier volume rebates of $6.9 million. SG&A expenses decreased $1.0 million as compared to the prior year.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following tables reconcile net income attributable to common stockholders to adjusted EBITDA and adjusted EBITDA margin % by segment, which are non-GAAP financial measures, for the periods presented:
Three Months Ended September 30, 2024
(In millions)EESCSSUBSCorporateTotal
Net income attributable to common stockholders$168.4$150.4$168.5$(297.4)$189.9
Net (loss) income attributable to noncontrolling interests(1.0)0.90.50.4
Preferred stock dividends14.414.4
Provision for income taxes(1)
69.369.3
Interest expense, net(1)
86.586.5
Depreciation and amortization12.217.66.99.346.0
Other expense (income), net(2)
5.64.7(19.7)(15.5)(24.9)
Stock-based compensation expense1.11.60.83.36.8
Digital transformation costs(3)
5.45.4
Cloud computing arrangement amortization(4)
3.83.8
Restructuring costs(5)
0.50.5
Adjusted EBITDA$186.3$175.2$156.5$(119.9)$398.1
Adjusted EBITDA margin %8.7 %9.0 %11.3 %
(1) The reportable segments do not incur income taxes and interest expense as these costs are centrally controlled through the Corporate tax and treasury functions.
(2) Other income for the UBS segment includes the gain on the divestiture of the WIS business as disclosed in Note 4, “Acquisitions and Divestitures”.
(3) Digital transformation costs include costs associated with certain digital transformation initiatives.
(4) Cloud computing arrangement amortization consists of expense recognized in selling, general and administrative expenses for capitalized implementation costs for cloud computing arrangements to support our digital transformation initiatives.
(5) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
Three Months Ended September 30, 2023
(In millions)EESCSSUBSCorporateTotal
Net income attributable to common stockholders$177.9$146.0$188.7$(293.6)$219.0
Net income (loss) attributable to noncontrolling interests0.7(0.1)0.6
Preferred stock dividends14.414.4
Provision for income taxes(1)
44.344.3
Interest expense, net(1)
98.598.5
Depreciation and amortization10.918.06.39.945.1
Other expense (income), net1.79.70.6(8.3)3.7
Stock-based compensation expense1.01.10.87.910.8
Digital transformation costs(2)
12.912.9
Restructuring costs(3)
5.65.6
Merger-related and integration costs(4)
2.12.1
Adjusted EBITDA$191.5$175.5$196.4$(106.4)$457.0
Adjusted EBITDA margin %8.7 %9.9 %11.7 %
(1) The reportable segments do not incur income taxes and interest expense as these costs are centrally controlled through the Corporate tax and treasury functions.
(2) Digital transformation costs include costs associated with certain digital transformation initiatives.
(3) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
(4) Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.
Note: Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. For the three months ended September 30, 2024, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, digital transformation costs, cloud computing arrangement amortization, and restructuring costs. For the three months ended September 30, 2023, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, digital transformation costs, restructuring costs, and merger-related and integration costs. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following tables reconcile selling, general and administrative expenses, income from operations, other non-operating (income) expense, provision for income taxes and earnings per diluted share to adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating (income) expense, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:
Three Months Ended
September 30, 2024September 30, 2023
Adjusted SG&A Expenses:(In millions)
Selling, general and administrative expenses$831.1$796.4
Digital transformation costs(1)
(5.4)(12.9)
Restructuring costs(2)
(0.5)(5.6)
Merger-related and integration costs(3)
(2.1)
Adjusted selling, general and administrative expenses$825.2$775.8
Adjusted Income from Operations:
Income from operations$335.6$380.5
Digital transformation costs(1)
5.412.9
Restructuring costs(2)
0.55.6
Merger-related and integration costs(3)
2.1
Accelerated trademark amortization(4)
0.4
Adjusted income from operations$341.5$401.5
Adjusted Other (Income) Expense, net:
Other (income) expense, net$(24.9)$3.7
Gain on divestiture
19.3
Reduction to pension settlement cost(5)
2.2
Adjusted other (income) expense, net$(3.4)$3.7
Adjusted Provision for Income Taxes:
Provision for income taxes$69.3$44.3
Income tax effect of adjustments to income from operations and other (income) expense, net(6)
(3.8)5.6
Adjusted provision for income taxes$65.5$49.9
(1)    Digital transformation costs include costs associated with certain digital transformation initiatives.
(2)    Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
(3)    Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.
(4)    Accelerated trademark amortization represents additional amortization expense resulting from changes in the estimated useful lives of certain legacy trademarks that have migrated to our master brand architecture.
(5)    Reduction to pension settlement cost represents income of $2.2 million as a result of the finalization of the liabilities transferred as part of the settlement of the Company's U.S. pension plan.
(6)    The adjustments to income from operations and other (income) expense, net have been tax effected at rates of approximately 24% and 27% for the three months ended September 30, 2024 and 2023, respectively.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Three Months Ended
Adjusted Earnings per Diluted Share:September 30, 2024September 30, 2023
(In millions, except per share data)
Adjusted income from operations$341.5 $401.5 
Interest expense, net86.5 98.5 
Adjusted other (income) expense, net(3.4)3.7 
Adjusted income before income taxes258.4 299.3 
Adjusted provision for income taxes65.5 49.9 
Adjusted net income192.9 249.4 
Net income attributable to noncontrolling interests0.4 0.6 
Adjusted net income attributable to WESCO International, Inc.192.5 248.8 
Preferred stock dividends14.4 14.4 
Adjusted net income attributable to common stockholders$178.1 $234.4 
Diluted shares49.8 52.2 
Adjusted earnings per diluted share$3.58 $4.49 
Note: For the three months ended September 30, 2024, SG&A expenses, income from operations, other non-operating (income) expense, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, the gain recognized on the divestiture of the WIS business, the reduction to pension settlement cost, and the related income tax effects. For the three months ended September 30, 2023, SG&A expenses, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, merger-related and integration costs, accelerated trademark amortization expense, and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.
Nine Months Ended September 30, 2024 versus Nine Months Ended September 30, 2023
Net Sales
The following table sets forth net sales and organic sales growth for the periods presented:
Nine Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestiture
Foreign Exchange
Workday
Organic Sales
(In millions)
Net sales$16,319.1 $16,911.8 (3.5)%(2.3)%(0.2)%0.5 %(1.5)%
Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after adjusting for weekends and public holidays in the United States; the first nine months of 2024 had one more workday compared to the first nine months of 2023.
Net sales were $16.3 billion for the first nine months of 2024 compared to $16.9 billion for the first nine months of 2023, a decrease of 3.5%. Adjusting for the decrease from the divestiture of the WIS business of 2.3%, the unfavorable impact from fluctuations in foreign exchange rates of 0.2%, and the favorable impact from the number of workdays of 0.5%, organic sales for the first nine months of 2024 declined by 1.5%, reflecting an approximately 3% decline in volume, driven by declines in the EES and UBS segments, partially offset by a volume increase in the CSS segment, and the impact of changes in price, which favorably impacted consolidated organic sales by approximately 2%.
Cost of Goods Sold
Cost of goods sold for the first nine months of 2024 was $12.8 billion compared to $13.2 billion for the first nine months of 2023, a decrease of $0.4 billion. Cost of goods sold as a percentage of net sales was 78.3% for the first nine months of 2024 and 2023.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Selling, General and Administrative Expenses
SG&A expenses primarily include payroll and payroll-related costs, shipping and handling, travel and entertainment, facilities, utilities, information technology expenses, professional and consulting fees, credit losses, gains (losses) on the sale, disposal, or abandonment of property and equipment, as well as real estate and personal property taxes. SG&A expenses for the first nine months of 2024 totaled $2,488.9 million versus $2,445.8 million for the first nine months of 2023, an increase of $43.1 million, or 1.8%. As a percentage of net sales, SG&A expenses were 15.3% and 14.5% for the first nine months of 2024 and 2023, respectively. SG&A expenses for the first nine months of 2024 include a $17.8 million loss on abandonment of assets, $17.5 million of digital transformation costs, $9.5 million of restructuring costs, and $4.8 million of excise taxes on excess pension plan assets. SG&A expenses for first nine months of 2023 include $28.5 million of digital transformation costs, $16.9 million of merger-related and integration costs, and $15.4 million of restructuring costs. Adjusted for the loss on abandonment of assets, digital transformation costs, restructuring costs, and excise taxes on excess pension plan assets, SG&A expenses were $2,439.3 million, or 14.9% of net sales, for the first nine months of 2024. Adjusted for digital transformation costs, merger-related and integration costs, and restructuring costs, SG&A expenses were $2,385.0 million, or 14.1% of net sales, for the first nine months of 2023.
SG&A payroll and payroll-related expenses for the first nine months of 2024 of $1,550.8 million increased by $8.5 million compared to the same period in 2023 primarily as a result of higher salaries of $6.9 million due to wage inflation, partially offset by the impact of headcount reduction actions taken at the end of the second quarter of 2023 and the impact of the divestiture of the WIS business. Additional factors include an increase to commissions and incentive compensation expenses of $18.7 million, and an increase to benefit expenses of $8.9 million. These increases were partially offset by a decrease in other payroll expenses of $16.1 million, primarily driven by a reduction in long-term incentive plan expense, as well as a decrease of $9.9 million in temporary labor expense.
SG&A expenses not related to payroll and payroll-related costs for the first nine months of 2024 were $938.1 million, an increase of $34.6 million compared to the same period in 2023, which primarily reflects an increase of $21.6 million in other income and deductions, driven by the loss on abandonment of assets, higher costs to operate our facilities of $21.6 million, an increase of $11.2 million in IT costs, and an increase of $6.6 million in taxes. These increases were partially offset by a $16.5 million decrease in professional service and consulting fees, including decreases in merger-related and integration costs and costs related to digital transformation initiatives, and a decrease of $6.2 million in transportation costs due to the decrease in sales volume noted above.
Income from Operations
Income from operations was $922.1 million for the first nine months of 2024 compared to $1,090.7 million for the first nine months of 2023. The decrease of $168.6 million, or 15.5%, reflects a decrease in sales due to volume declines, and higher SG&A expenses, as described above.
Interest Expense, net
Net interest expense totaled $279.8 million for the first nine months of 2024 compared to $292.3 million for the first nine months of 2023. The decrease of $12.5 million, or 4.3%, primarily reflects lower borrowings, partially due to the redemption of the 2025 Notes in the second quarter of 2024, and a decrease in variable interest rates.
Other (Income) Expense, net
Other non-operating income totaled $99.3 million for the first nine months of 2024 compared to expense of $14.6 million for the first nine months of 2023. In the first nine months of 2024, we completed the divestiture of our WIS business and recognized a gain from the sale of $122.2 million. Additionally, in the first nine months of 2024, we recognized a $3.8 million loss on termination of a business arrangement. Due to fluctuations in the U.S. dollar against certain foreign currencies, we recognized a net foreign currency exchange loss of $18.2 million for the first nine months of 2024 compared to a net loss of $14.6 million for the first nine months of 2023. We recognized net costs of $3.2 million and net benefits of $0.9 million associated with the non-service cost components of net periodic pension cost (benefit) for the nine months ended September 30, 2024 and 2023, respectively. The year-over-year increase in net periodic pension costs was due to pension settlement cost to recognize unrealized losses previously reported as a component of other comprehensive income (loss) related to the benefit obligation of the Anixter Inc. Pension Plan as a result of the final settlement of the plan in the first quarter of 2024. Adjusted for the gain on the divestiture of our WIS business, the loss on termination of a business arrangement, and the $3.3 million pension settlement cost described above, other non-operating expense was $15.8 million for the first nine months of 2024.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Income Taxes
The provision for income taxes was $188.1 million for the first nine months of 2024 compared to $160.2 million in last year's comparable period, resulting in effective tax rates of 25.4% and 20.4%, respectively. The higher effective tax rate for the first nine months of 2024 is due to lower discrete income tax benefits resulting from the exercise and vesting of stock-based awards as compared to the prior year period. The prior year period also reflected discrete income tax benefits relating to the reversal of the valuation allowance against Brazilian deferred tax assets and 2022 U.S. federal return-to-provision adjustments.
Net Income and Earnings per Share
Net income and earnings per diluted share attributable to common stockholders were $509.1 million and $10.02, respectively, for the first nine months of 2024 compared to $580.5 million and $11.08, respectively, for the first nine months of 2023. Adjusted for the loss on abandonment of assets, digital transformation costs, restructuring costs, excise taxes on excess pension plan assets, the gain recognized on the divestiture of the WIS business, the loss on termination of a business arrangement, pension settlement cost, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $461.0 million and $9.07, respectively, for the first nine months of 2024. Adjusted for digital transformation costs, merger-related and integration costs, restructuring costs, accelerated trademark amortization expense, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $625.7 million and $11.94, respectively, for the first nine months of 2023.
Adjusted EBITDA
Adjusted EBITDA, a non-GAAP financial measure, was $1,138.6 million for the first nine months of 2024 compared to $1,320.0 million for the first nine months of 2023. Adjusted EBITDA decreased $181.4 million, or 13.7% year-over-year. The decrease primarily reflects the $592.7 million decrease in net sales, and a $43.1 million increase in SG&A expenses, partially offset by a corresponding decrease in cost of goods sold of $468.4 million, as described above. Included in the increase in SG&A expenses were the loss on abandonment of assets of $17.8 million, cloud computing arrangement amortization of $9.7 million, and excise taxes on excess pension plan assets of $4.8 million, partially offset by the lack of merger-related and integration costs in the first nine months of 2024 compared to $16.9 million in the first nine months of 2023, as well as a year-over-year decrease in digital transformation and restructuring costs of $11.0 million and $5.9 million, respectively.
Segment Results
Electrical & Electronic Solutions
Nine Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$6,423.1$6,526.1(1.6)%— %(0.3)%0.5 %(1.8)%
Adjusted EBITDA$547.0$563.5
Adjusted EBITDA Margin %8.5 %8.6 %
EES reported net sales of $6,423.1 million for the first nine months of 2024 compared to $6,526.1 million for the first nine months of 2023, a decrease of $103.0 million, or 1.6%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.3% and the favorable impact from the number of workdays of 0.5%, EES organic sales for the first nine months of 2024 declined by 1.8%, reflecting volume declines of approximately 4%, primarily as a result of a decline in the construction business. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 3%.
EES reported adjusted EBITDA of $547.0 million for the first nine months of 2024, or 8.5% of net sales, compared to $563.5 million for the first nine months of 2023, or 8.6% of net sales. Adjusted EBITDA decreased $16.5 million, or 2.9% year-over-year. The decrease primarily reflects the $103.0 million decrease in net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $90.6 million, which is inclusive of lower supplier volume rebates of approximately $4.2 million. SG&A expenses increased $3.6 million as compared to the prior year, which was primarily attributed to an increase in commissions and incentives of $13.6 million, and an increase in transportation costs of $2.3 million, partially offset by a decrease in benefits of $7.4 million and a decrease in bad debt expense of $5.5 million.
35

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Communications & Security Solutions
Nine Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$5,491.1$5,360.92.4 %— %(0.1)%0.5 %2.0 %
Adjusted EBITDA$453.2$510.5
Adjusted EBITDA Margin %8.3 %9.5 %
CSS reported net sales of $5,491.1 million for the first nine months of 2024 compared to $5,360.9 million for the first nine months of 2023, an increase of $130.2 million, or 2.4%. Adjusting for the unfavorable impact from fluctuations in foreign exchange rates of 0.1% and the favorable impact from the number of workdays of 0.5%, CSS organic sales for the first nine months of 2024 grew by 2.0%, primarily as a result of growth in the data center solutions business, partially offset by volume declines in the security solutions and enterprise network infrastructure businesses. Changes in price did not have a material impact on the year-over-year increase in CSS organic sales.
CSS reported adjusted EBITDA of $453.2 million for the first nine months of 2024, or 8.3% of net sales, compared to $510.5 million for the first nine months of 2023, or 9.5% of net sales. Adjusted EBITDA decreased $57.3 million, or 11.2% year-over-year. The decrease reflects an increase in cost of goods sold of $157.2 million, which is inclusive of an increase in inventory adjustments of $8.3 million, and an increase in SG&A expenses of $31.3 million, partially offset by an increase in net sales of $130.2 million, as described above. The increase in SG&A expenses is primarily attributed to increased commissions and incentives of $8.9 million, higher salaries of $6.6 million, higher costs to operate our facilities of $5.4 million, which includes an increase in rents and the opening of a new facility, and higher benefits expense of $2.3 million.
Utility & Broadband Solutions
Nine Months EndedGrowth/(Decline)
September 30, 2024September 30, 2023ReportedDivestitureForeign ExchangeWorkdayOrganic Sales
(In millions)
Net sales$4,404.9$5,024.8(12.3)%(7.9)%— %0.5 %(4.9)%
Adjusted EBITDA$499.4$572.7
Adjusted EBITDA Margin %11.3 %11.4 %
UBS reported net sales of $4,404.9 million for the first nine months of 2024 compared to $5,024.8 million for the first nine months of 2023, a decrease of $619.9 million, or 12.3%. Adjusting for the decrease from the divestiture of the WIS business of 7.9% and the favorable impact from the number of workdays of 0.5%, UBS organic sales for the first nine months of 2024 declined by 4.9%, reflecting volume declines of approximately 7%, primarily as a result of declines in the utility and broadband businesses. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 2%.
UBS reported adjusted EBITDA of $499.4 million for the first nine months of 2024, or 11.3% of net sales, compared to $572.7 million for the first nine months of 2023, or 11.4% of net sales. Adjusted EBITDA decreased $73.3 million, or 12.8% year-over-year. The decrease primarily reflects the $619.9 million decrease in net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $535.0 million. SG&A expenses decreased $11.5 million as compared to the prior year, which was primarily attributed to a decrease in commissions and incentives of $12.4 million, driven by lower sales volume and the impact of the WIS divestiture, a decrease in transportation costs of $3.2 million, driven by lower sales volume, partially offset by higher costs to operate our facilities of $7.7 million.
36

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following tables reconcile net income attributable to common stockholders to adjusted EBITDA and adjusted EBITDA margin % by segment, which are non-GAAP financial measures, for the periods presented:
Nine Months Ended September 30, 2024
(In millions)EESCSSUBSCorporateTotal
Net income attributable to common stockholders$495.9$353.1$597.8$(937.7)$509.1
Net (loss) income attributable to noncontrolling interests
(1.3)1.90.71.3
Preferred stock dividends43.143.1
Provision for income taxes(1)
188.1188.1
Interest expense, net(1)
279.8279.8
Depreciation and amortization34.853.921.327.6137.6
Other expense (income), net(2)
14.339.4(122.1)(30.9)(99.3)
Stock-based compensation expense3.34.92.49.019.6
Loss on abandonment of assets(3)
17.817.8
Digital transformation costs(4)
17.517.5
Cloud computing arrangement amortization(5)
9.79.7
Restructuring costs(6)
9.59.5
Excise taxes on excess pension plan assets(7)
4.84.8
Adjusted EBITDA$547.0$453.2$499.4$(361.0)$1,138.6
Adjusted EBITDA margin %8.5 %8.3 %11.3 %
(1) The reportable segments do not incur income taxes and interest expense as these costs are centrally controlled through the Corporate tax and treasury functions.
(2) Other income for the UBS segment includes the gain on the divestiture of the WIS business as disclosed in Note 4, “Acquisitions and Divestitures”.
(3) Loss on abandonment of assets represents the write-off of certain capitalized cloud computing arrangement implementation costs relating to a third-party developed operations management software product in favor of an application with functionality that better suits the Company’s operations.
(4) Digital transformation costs include costs associated with certain digital transformation initiatives.
(5) Cloud computing arrangement amortization consists of expense recognized in selling, general and administrative expenses for capitalized implementation costs for cloud computing arrangements to support our digital transformation initiatives.
(6) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
(7) Excise taxes on excess pension plan assets represent the excise taxes applicable to the excess pension plan assets following the final settlement of the Company's U.S. pension plan.
37

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Nine Months Ended September 30, 2023
(In millions)EESCSSUBSCorporateTotal
Net income attributable to common stockholders$516.2$413.6$552.1$(901.4)$580.5
Net (loss) income attributable to noncontrolling interests
(0.8)1.0(0.2)
Preferred stock dividends43.143.1
Provision for income taxes(1)
160.2160.2
Interest expense, net(1)
292.3292.3
Depreciation and amortization32.353.918.731.5136.4
Other expense (income), net
12.038.2(0.5)(35.1)14.6
Stock-based compensation expense(2)
3.83.82.422.132.1
Digital transformation costs(3)
28.528.5
Merger-related and integration costs(4)
16.916.9
Restructuring costs(5)
15.415.4
Adjusted EBITDA$563.5$510.5$572.7$(326.7)$1,320.0
Adjusted EBITDA margin %8.6 %9.5 %11.4 %
(1) The reportable segments do not incur income taxes and interest expense as these costs are centrally controlled through the Corporate tax and treasury functions.
(2) Stock-based compensation expense in the calculation of adjusted EBITDA for the nine months ended September 30, 2023 excludes $2.6 million that is included in merger-related and integration costs.
(3) Digital transformation costs include costs associated with certain digital transformation initiatives.
(4) Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.
(5) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
Note: Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. For the nine months ended September 30, 2024, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, loss on abandonment of assets, digital transformation costs, cloud computing arrangement amortization, restructuring costs and excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan. For the nine months ended September 30, 2023, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, digital transformation costs, merger-related and integration costs, and restructuring costs. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
38

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following tables reconcile selling, general and administrative expenses, income from operations, other non-operating (income) expense, provision for income taxes and earnings per diluted share to adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating (income) expense, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:
Nine Months Ended
September 30, 2024September 30, 2023
Adjusted SG&A Expenses:(In millions)
Selling, general and administrative expenses$2,488.9$2,445.8
Loss on abandonment of assets(1)
(17.8)
Digital transformation costs(2)
(17.5)(28.5)
Restructuring costs(3)
(9.5)(15.4)
Excise taxes on excess pension plan assets(4)
(4.8)
Merger-related and integration costs(5)
(16.9)
Adjusted selling, general and administrative expenses$2,439.3$2,385.0
Adjusted Income from Operations:
Income from operations$922.1$1,090.7
Loss on abandonment of assets(1)
17.8
Digital transformation costs(2)
17.528.5
Restructuring costs(3)
9.515.4
Excise taxes on excess pension plan assets(4)
4.8
Merger-related and integration costs(5)
16.9
Accelerated trademark amortization(6)
1.2
Adjusted income from operations$971.7$1,152.7
Adjusted Other (Income) Expense, net:
Other (income) expense, net$(99.3)$14.6
Gain on divestiture
122.2
Loss on termination of business arrangement(7)
(3.8)
Pension settlement cost(8)
(3.3)
Adjusted other (income) expense, net$15.8$14.6
Adjusted Provision for Income Taxes:
Provision for income taxes$188.1$160.2
Income tax effect of adjustments to income from operations and other (income) expense, net(9)
(17.4)16.8
Adjusted provision for income taxes$170.7$177.0
(1)    Loss on abandonment of assets represents the write-off of certain capitalized cloud computing arrangement implementation costs relating to a third-party developed operations management software product in favor of an application with functionality that better suits the Company’s operations.
(2) Digital transformation costs include costs associated with certain digital transformation initiatives.
(3)    Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
(4)    Excise taxes on excess pension plan assets represent the excise taxes applicable to the excess pension plan assets following the final settlement of the Company's U.S. pension plan.
(5)    Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.
(6)    Accelerated trademark amortization represents additional amortization expense resulting from changes in the estimated useful lives of certain legacy trademarks that have migrated to our master brand architecture.
(7)    Loss on termination of business arrangement represents the loss recognized as a result of management's decision to terminate a business arrangement with a third party.
(8)    Pension settlement cost represents expense related to the settlement of the Company's U.S. pension plan.
(9)    The adjustments to income from operations and other (income) expense, net have been tax effected at a rate of approximately 27% for the nine months ended September 30, 2024 and 2023.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


Nine Months Ended
Adjusted Earnings per Diluted Share:September 30, 2024September 30, 2023
(In millions, except per share data)
Adjusted income from operations$971.7 $1,152.7 
Interest expense, net279.8 292.3 
Adjusted other expense, net
15.8 14.6 
Adjusted income before income taxes676.1 845.8 
Adjusted provision for income taxes170.7 177.0 
Adjusted net income505.4 668.8 
Net income attributable to noncontrolling interests1.3 — 
Adjusted net income attributable to WESCO International, Inc.504.1 668.8 
Preferred stock dividends43.1 43.1 
Adjusted net income attributable to common stockholders$461.0 $625.7 
Diluted shares50.8 52.4 
Adjusted earnings per diluted share$9.07 $11.94 
Note: For the nine months ended September 30, 2024, SG&A expenses, income from operations, other non-operating (income) expense, the provision for income taxes and earnings per diluted share have been adjusted to exclude the loss on abandonment of assets, digital transformation costs, restructuring costs, excise taxes on excess pension plan assets, the gain recognized on the divestiture of the WIS business, the loss on termination of business arrangement, pension settlement cost, and the related income tax effects. For the nine months ended September 30, 2023, SG&A expenses, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, merger-related and integration costs, restructuring costs, accelerated trademark amortization expense, and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, information technology investments, capital expenditures, acquisitions, the payment of dividends, and debt service obligations. As of September 30, 2024, we had approximately $1.2 billion in available borrowing capacity under our Revolving Credit Facility, after giving effect to outstanding letters of credit and certain borrowings under our international lines of credit, and $100.0 million of available borrowing capacity under our Receivables Facility, which combined with available cash of $370.0 million, provided liquidity of approximately $1.7 billion. Cash included in our determination of liquidity represents cash in certain deposit and interest-bearing investment accounts held in the United States and Canada. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions.
As described in Note 9, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements, on March 7, 2024, Wesco Distribution issued $900 million aggregate principal amount of 2029 Notes and $850 million aggregate principal amount of 2032 Notes. We used the net proceeds from the issuance of the 2029 and 2032 Notes to redeem the $1,500 million aggregate principal amount of 2025 Notes on June 17, 2024. Prior to redeeming the 2025 Notes, we used the net proceeds from the 2029 and 2032 Notes temporarily to repay a portion of the amounts outstanding under our Receivables Facility and repaid all of the outstanding borrowings under our Revolving Credit Facility. We subsequently redrew under our Receivables Facility and our Revolving Credit Facility an aggregate amount sufficient to redeem the 2025 Notes.
We regularly review our mix of fixed versus variable rate debt, and we may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate and foreign exchange rate fluctuations, and to maintain a cost-effective capital structure consistent with our anticipated capital requirements. Economic conditions contributed to increases in interest rates during 2023; however, interest rates have remained stable in 2024, and the Federal Reserve reduced its benchmark interest rate by 50 basis points at the end of the third quarter. Future interest rate changes would raise or lower the rates we pay on our variable rate debt and would contribute to fluctuations in interest expense versus prior periods.
As of September 30, 2024, approximately 61% of our debt portfolio consisted of fixed rate debt. We believe our capital structure has an appropriate mix of fixed versus variable rate debt and secured versus unsecured instruments.
Over the next several quarters, we expect that our excess liquidity will be directed primarily at returning capital to shareholders through our existing share repurchase authorization, the payment of dividends, debt reduction, digital transformation initiatives, potential acquisitions and related integration activities, and/or the potential redemption of Series A Preferred Stock in 2025. We expect to maintain sufficient liquidity through our credit facilities and cash balances. We believe cash provided by operations and financing activities will be adequate to cover our operational and business needs for at least the next twelve months.
We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position. We were in compliance with all financial covenants and restrictions contained in our debt agreements as of September 30, 2024.
We also measure our ability to meet our debt obligations based on our financial leverage ratio, which was 2.9x as of September 30, 2024 and 2.8x as of December 31, 2023.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following table sets forth our financial leverage ratio, which is a non-GAAP financial measure, for the periods presented:
Twelve Months Ended
September 30,
2024
December 31,
2023
(In millions, except ratios)
Net income attributable to common stockholders$636.8 $708.1 
Net income attributable to noncontrolling interests1.9 0.6 
Preferred stock dividends57.4 57.4 
Provision for income taxes253.7 225.9 
Interest expense, net376.9 389.3 
Depreciation and amortization182.4 181.3 
EBITDA$1,509.1 $1,562.6 
Other (income) expense, net
(88.8)25.1 
Stock-based compensation expense33.0 45.5 
Merger-related and integration costs(1)
2.4 19.3 
Restructuring costs(2)
10.8 16.7 
Digital transformation costs(3)
25.1 36.1 
Excise taxes on excess pension plan assets(4)
4.8 — 
Loss on abandonment of assets(5)
17.8 — 
Cloud computing arrangement amortization(6)
9.7 — 
Adjusted EBITDA$1,523.9 $1,705.3 
As of
September 30,
2024
December 31,
2023
Short-term debt and current portion of long-term debt, net$14.9 $8.6 
Long-term debt, net5,007.8 5,313.1 
Debt discount and debt issuance costs(7)
50.6 43.0 
Fair value adjustments to Anixter Senior Notes due 2023 and 2025(7)
(0.1)(0.1)
Total debt5,073.2 5,364.6 
Less: Cash and cash equivalents706.8 524.1 
Total debt, net of cash$4,366.4 $4,840.5 
Financial leverage ratio2.9 2.8 
(1)Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.
(2)Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.
(3)Digital transformation costs include costs associated with certain digital transformation initiatives, which have historically been included in merger-related and integration costs in prior years.
(4)Excise taxes on excess pension plan assets represent the excise taxes applicable to the excess pension plan assets following the final settlement of the Company's U.S. pension plan.
(5)Loss on abandonment of assets represents the write-off of certain capitalized cloud computing arrangement implementation costs relating to a third-party developed operations management software product in favor of an application with functionality that better suits the Company’s operations.
(6)Cloud computing arrangement amortization consists of expense recognized in selling, general and administrative expenses for capitalized implementation costs for cloud computing arrangements to support our digital transformation initiatives.
(7)Debt is presented in the condensed consolidated balance sheets net of debt discount and debt issuance costs, and includes adjustments to record the long-term debt assumed in the merger with Anixter at its acquisition date fair value.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Note: Financial leverage ratio is a non-GAAP measure of the use of debt. Financial leverage ratio is calculated by dividing total debt, excluding debt discount, debt issuance costs and fair value adjustments, net of cash, by adjusted EBITDA. EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as the trailing twelve months EBITDA before other non-operating expenses (income), non-cash stock-based compensation expense, merger-related and integration costs, restructuring costs, digital transformation costs, excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan, loss on abandonment of assets, and cloud computing arrangement amortization.
Most of the undistributed earnings of our foreign subsidiaries have been taxed in the U.S. under either the one-time tax imposed on the deemed repatriation of undistributed foreign earnings (the “transition tax”), or the global intangible low-taxed income tax regime imposed by the Tax Cuts and Jobs Act of 2017. However, the distribution of earnings by our foreign subsidiaries in the form of dividends, or otherwise, may be subject to additional taxation. We believe that we are able to maintain sufficient liquidity for our domestic operations and commitments without repatriating cash from our foreign subsidiaries. Therefore, we continue to assert that the remaining undistributed earnings of our foreign subsidiaries are indefinitely reinvested.
We finance our operating and investing needs primarily with borrowings under our Revolving Credit Facility and Receivables Facility, as well as uncommitted lines of credit entered into by certain of our foreign subsidiaries to support local operations, some of which are overdraft facilities. The Revolving Credit Facility has a borrowing limit of $1,725 million and the purchase limit under the Receivables Facility is $1,550 million. As of September 30, 2024, we had $485.0 million outstanding on the Revolving Credit Facility and $1,450.0 million outstanding under the Receivables Facility. The maximum borrowing limits of our international lines of credit vary by facility and range between $0.6 million and $10.0 million. Our international lines of credit generally are renewable on an annual basis and certain facilities are fully and unconditionally guaranteed by Wesco Distribution. Accordingly, certain borrowings under these lines directly reduce availability under our Revolving Credit Facility. As of September 30, 2024, we had $0.8 million outstanding under our international lines of credit.
For information regarding amendments to the Receivables Facility and Revolving Credit Facility as well as disclosure of our debt instruments, including our outstanding indebtedness as of September 30, 2024, see Note 9, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements.
An analysis of cash flow for the first nine months of 2024 and 2023 follows:
Operating Activities
Net cash provided by operating activities for the first nine months of 2024 totaled $824.6 million, compared to $423.9 million for the first nine months of 2023. Net cash provided by operating activities for the first nine months of 2024 included net income of $553.5 million and non-cash adjustments to net income totaling $66.3 million, which primarily comprised depreciation and amortization of $137.6 million, stock-based compensation expense of $19.6 million, a loss on abandonment of assets of $17.8 million, amortization of debt discount and debt issuance costs of $12.2 million, a loss recognized on the extinguishment of debt of $6.8 million, and pension settlement cost of $3.3 million, partially offset by a gain of $122.2 million, resulting from the divestiture of our WIS business, as described in Note 4, “Acquisitions and Divestitures”.
Other sources of cash in the first nine months of 2024 included an increase in accounts payable of $478.0 million primarily due the timing of inventory purchases and payment to suppliers, an increase in other current and noncurrent liabilities of $103.2 million, primarily due to increases in accrued interest payable, deferred revenue, federal income taxes payable and operating lease liabilities, and a decrease in other accounts receivable of $28.1 million. Additionally, an increase in other tax receivables and an increase in supplier price agreement receivables contributed to net operating cash flow. Primary uses of cash in the first nine months of 2024 included an increase in trade accounts receivable of $217.9 million due to the timing of receipts from customers, an increase in other current and noncurrent assets of $127.7 million primarily due to increases in capitalized costs associated with developing cloud computing arrangements, supplier prepayments and federal income taxes receivable, as well as an increase in inventories of $85.0 million.
Net cash provided by operating activities for the first nine months of 2023 totaled $423.9 million, which included net income of $623.6 million and non-cash adjustments to net income totaling $190.1 million, which primarily comprised depreciation and amortization of $136.4 million, stock-based compensation expense of $34.7 million and amortization of debt discount and debt issuance costs of $11.1 million.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Other sources of cash in the first nine months of 2023 included an increase in other current and noncurrent liabilities of $46.8 million and a decrease in other accounts receivable of $18.7 million due primarily to the collection of supplier volume rebates earned in 2022 in excess of income accrued during the first nine months of 2023, partially offset by an increase in value-added tax receivables. Primary uses of cash in the first nine months of 2023 included an increase in trade accounts receivable of $133.4 million due to the timing of receipts from customers, a decrease in accrued payroll and benefit costs of $120.9 million resulting primarily from management incentive compensation and a decrease in accounts payable of $86.5 million due to the timing of payments to suppliers. Net operating cash flow was also negatively impacted by an increase in inventories of $62.7 million. Inventories grew at a slower rate than sales, as supply chain lead times normalized. Uses of cash in the first nine months of 2023 also included an increase in other current and noncurrent assets of $51.8 million primarily due to an increase in capitalized costs associated with developing cloud computing arrangements.
Investing Activities
Net cash provided by investing activities for the first nine months of 2024 was $249.7 million compared to $61.2 million used in investing activities during the first nine months of 2023. Included in the first nine months of 2024 were $354.9 million in proceeds from the divestiture of the WIS business, net of cash transferred, partially offset by $41.7 million paid to acquire entroCIM and IES, net of cash acquired, as well as capital expenditures of $70.4 million compared to $63.6 million for the nine month period ended September 30, 2023. Capital expenditures in the first nine months of 2024 primarily comprised internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as equipment and leasehold improvements to support our global network of branches, warehouses and sales offices.
Financing Activities
Net cash used in financing activities for the first nine months of 2024 was $874.3 million, compared to $253.4 million during the first nine months of 2023. During the first nine months of 2024, financing activities primarily comprised the redemption of our $1,500.0 million aggregate principal amount of 2025 Notes, proceeds of $900.0 million and $850.0 million related to the issuance of the 2029 Notes and 2032 Notes, respectively, net repayments of $468.0 million related to our Revolving Credit Facility, net repayments of $100.0 million related to our Receivables Facility, and payment of total debt issuance costs of $26.6 million related to the issuance of the 2029 and 2032 Notes and amendments to the Revolving Credit Facility and Receivables Facility. The first nine months of 2024 also included $375.0 million of common stock repurchases, $61.4 million and $43.1 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively, and $26.2 million of payments for taxes related to the exercise and vesting of stock-based awards.
During the first nine months of 2023, financing activities primarily comprised net borrowings of $15.0 million related to our Receivables Facility, net borrowings of $1.7 million related to our Revolving Credit Facility, and the repayment of our $58.6 million aggregate principal amount of 5.50% Anixter Senior Notes due 2023. The first nine months of 2023 also included $68.0 million of payments for taxes related to the exercise and vesting of stock-based awards, $57.6 million and $43.1 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively and $50.0 million of common stock repurchases.
Contractual Cash Obligations and Other Commercial Commitments
There were no material changes in our contractual obligations and other commercial commitments that would require an update to the disclosure provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Seasonality
Our operating results are not significantly affected by seasonal factors. Sales during the first and fourth quarters have historically been affected by a reduced level of activity due to the impact of weather on projects. Sales typically increase beginning in March, with slight fluctuations per month through October. During periods of economic expansion or contraction, our sales by quarter have varied significantly from this pattern.
Critical Accounting Estimates
There have been no significant changes to the critical accounting estimates disclosed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023.
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Recent Accounting Standards
See Note 2, “Accounting Policies” of our Notes to the unaudited Condensed Consolidated Financial Statements for a description of recently adopted and recently issued accounting standards.
Forward-Looking Statements
All statements made herein that are not historical facts should be considered as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding business strategy, growth strategy, competitive strengths, productivity and profitability enhancement, competition, new product and service introductions, and liquidity and capital resources. Such statements can generally be identified by the use of words such as “anticipate,” “plan,” “believe,” “estimate,” “intend,” “expect,” “project,” and similar words, phrases or expressions or future or conditional verbs such as “could,” “may,” “should,” “will,” and “would,” although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations and beliefs of Wesco's management, as well as assumptions made by, and information currently available to, Wesco's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of Wesco's and Wesco's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.
Important factors that could cause actual results or events to differ materially from those presented or implied in the forward-looking statements include, among others, the failure to achieve the anticipated benefits of, and other risks associated with, acquisitions, joint ventures, divestitures and other corporate transactions; the inability to successfully integrate acquired businesses; the impact of increased interest rates or borrowing costs; fluctuations in currency exchange rates; failure to adequately protect Wesco's intellectual property or successfully defend against infringement claims; the inability to successfully deploy new technologies, digital products and information systems or to otherwise adapt to emerging technologies in the marketplace, such as those incorporating artificial intelligence; failure to execute on our efforts and programs related to environmental, social and governance (ESG) matters; unanticipated expenditures or other adverse developments related to compliance with new or stricter government policies, laws or regulations, including those relating to data privacy, sustainability and environmental protection; the inability to successfully develop, manage or implement new technology initiatives or business strategies, including with respect to the expansion of e-commerce capabilities and other digital solutions and digitalization initiatives; disruption of information technology systems or operations; natural disasters (including as a result of climate change), health epidemics, pandemics and other outbreaks; supply chain disruptions; geopolitical issues, including the impact of the evolving conflicts in the Middle East and Russia/Ukraine; the impact of sanctions imposed on, or other actions taken by the U.S. or other countries against, Russia or China; the failure to manage the increased risks and impacts of cyber incidents or data breaches; and exacerbation of key materials shortages, inflationary cost pressures, material cost increases, demand volatility, and logistics and capacity constraints, any of which may have a material adverse effect on the Company's business, results of operations and financial condition. All such factors are difficult to predict and are beyond the Company's control. Additional factors that could cause results to differ materially from those described above can be found in Wesco's most recent Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission.
Item 3.    Quantitative and Qualitative Disclosures about Market Risks.
For a discussion of changes to the market risks that were previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, refer to Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Part II, Item 1A, “Risk Factors”.
Item 4.    Controls and Procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period covered by this report.
There were no changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
45

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
As set forth in Note 12, “Commitments and Contingencies” to the Notes to the unaudited Condensed Consolidated Financial Statements, from time to time, a number of lawsuits and claims have been or may be asserted against us relating to the conduct of our business, including litigation relating to commercial, product and employment matters (including wage and hour). The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to us. However, management does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on our results of operations for that period.
Item 1A. Risk Factors.
There have been no material changes to the risk factors previously disclosed in Item 1A. to Part I of WESCO International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and Item 1A. to Part II of Wesco's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table sets forth all issuer purchases of common stock during the three months ended September 30, 2024:
Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (2)
Period(In millions)
July 1 – July 31, 2024591 $159.63 — $563.9 
August 1 – August 31, 2024161,614 $154.69 161,614 $538.9 
September 1 – September 30, 2024525 $159.80 — $538.9 
Total 162,730 $154.72 161,614 
(1)    There were 1,116 shares purchased during the quarterly period ended September 30, 2024 that were not part of the publicly announced share repurchase program. These shares were surrendered by stock-based compensation plan participants to satisfy tax withholding obligations arising from the exercise of stock-settled stock appreciation rights and vesting of restricted stock units.
(2)    On June 1, 2022, Wesco announced that its Board of Directors authorized, on May 31, 2022, the repurchase of up to $1 billion of the Company’s common stock and Series A Preferred Stock. The share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time without prior notice. During the three months ended September 30, 2024, the Company entered into spot repurchase transactions through brokers to purchase 161,614 shares of its common stock in the open market for cash totaling $25.0 million. Wesco funded the repurchases with available cash and borrowings under its accounts receivable securitization and revolving credit facilities.
46

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Item 6.    Exhibits.
(a)Exhibits
Exhibit No.Description of ExhibitPrior Filing or Sequential Page Number
31.1Filed herewith
31.2Filed herewith
32.1Furnished herewith
32.2Furnished herewith
101.INS
XBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

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 International, Inc.
(Registrant)
October 31, 2024By:/s/ David S. Schulz
(Date)David S. Schulz
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

October 31, 2024By:/s/ Matthew S. Kulasa
(Date)Matthew S. Kulasa
Senior Vice President, Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)

48

Exhibit 31.1
CERTIFICATION
     I, John J. Engel, certify that:
     1. I have reviewed this quarterly report on Form 10-Q of WESCO International, Inc.;
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
     5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:October 31, 2024By: /s/ John J. Engel 
  John J. Engel  
  Chairman, President and Chief Executive Officer  



Exhibit 31.2
CERTIFICATION
     I, David S. Schulz, certify that:
     1. I have reviewed this quarterly report on Form 10-Q of WESCO International, Inc.;
     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
     5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:October 31, 2024By:/s/ David S. Schulz 
  David S. Schulz 
  Executive Vice President and Chief Financial Officer  



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of WESCO International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. 

Date:October 31, 2024By: /s/ John J. Engel  
  John J. Engel  
  Chairman, President and Chief Executive Officer  



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of WESCO International, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. 

Date:October 31, 2024By:/s/ David S. Schulz 
  David S. Schulz 
  Executive Vice President and Chief Financial Officer  


v3.24.3
COVER PAGE - shares
9 Months Ended
Sep. 30, 2024
Oct. 30, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-14989  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 25-1723342  
Entity Address, Address Line One 225 West Station Square DriveSuite 700  
Entity Address, City or Town Pittsburgh,  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 15219  
City Area Code 412  
Local Phone Number 454-2200  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Registrant Name WESCO International, Inc.  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Entity Current Reporting Status Yes  
Entity Central Index Key 0000929008  
Entity Common Stock, Shares Outstanding   49,001,657
Common Class A [Member]    
Cover [Abstract]    
Title of 12(b) Security Common Stock, par value $.01 per share  
Trading Symbol WCC  
Security Exchange Name NYSE  
Entity Listings [Line Items]    
Title of 12(b) Security Common Stock, par value $.01 per share  
Trading Symbol WCC  
Security Exchange Name NYSE  
Series A Preferred Stock    
Cover [Abstract]    
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock  
Trading Symbol WCC PR A  
Security Exchange Name NYSE  
Entity Listings [Line Items]    
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock  
Trading Symbol WCC PR A  
Security Exchange Name NYSE  
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 706.8 $ 524.1
Accounts Receivable, after Allowance for Credit Loss, Current 3,629.1 3,639.5
Accounts and Other Receivables, Net, Current 398.8 430.5
Inventories, net 3,630.1 3,572.1
Prepaid expenses and other current assets 318.7 225.4
Assets, Current 8,683.5 8,391.6
Property, buildings and equipment, net of accumulated depreciation of $229,041 and $213,758 in 2014 and 2013, respectively 441.7 423.6
Operating Lease, Right-of-Use Asset 747.6 761.2
Intangible assets, net 1,811.2 1,857.6
Goodwill 3,217.7 3,262.3
Deferred Income Tax Assets, Net 38.1 42.3
Other assets 335.2 322.3
Assets 15,275.0 15,060.9
Accounts payable 2,839.1 2,431.5
Accrued payroll and benefit costs 219.9 191.7
Current portion of long-term debt 14.9 8.6
Other Liabilities, Current 854.6 756.6
Liabilities, Current 3,928.5 3,388.4
Total long-term debt 5,007.8 5,313.1
Operating Lease, Liability, Noncurrent 624.6 641.7
Deferred Income Tax Liabilities, Net 440.4 451.9
Other Liabilities, Noncurrent 236.9 233.9
Liabilities 10,238.2 10,029.0
Commitments and Contingencies
Additional capital 2,042.4 2,037.1
Retained earnings 4,829.8 4,391.7
Treasury stock, at cost; 24,913,926 and 22,720,986 shares in 2024 and 2023, respectively (1,440.7) (1,060.4)
Accumulated other comprehensive income (389.8) (332.0)
Total WESCO International, Inc. stockholders’ equity 5,042.4 5,037.1
Noncontrolling interest (5.6) (5.2)
Total stockholders’ equity 5,036.8 5,031.9
Liabilities and Equity 15,275.0 15,060.9
Preferred Stock    
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding 0.0 0.0
Series A Preferred Stock    
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding 0.0 0.0
Common Stock    
Common stock 0.7 0.7
Common Class B    
Common stock $ 0.0 $ 0.0
v3.24.3
CONSOLIDATED BALANCE SHEETS (parenthetical items) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Total accounts receivable, net of allowance for expected credit losses $ 61.0 $ 55.9
Accumulated depreciation 532.8 502.5
Long-term debt, net of debt discount and debt issuance costs $ 50.6 $ 43.0
Treasury Stock, Common, Shares 24,913,926 22,720,986
Preferred Stock    
Preferred stock, shares authorized (in shares) 20,000,000 20,000,000
Preferred stock, shares outstanding (in shares) 0 0
Preferred stock, shares issued (in shares) 0 0
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Series A Preferred Stock    
Preferred stock, shares authorized (in shares) 25,000  
Preferred stock, shares outstanding (in shares) 21,612  
Preferred stock, shares issued (in shares) 21,612 21,612
Preferred stock, par value (in dollars per share) $ 0.01  
Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 210,000,000 210,000,000
Common stock, shares, issued (in shares) 69,575,119 69,278,677
Common stock, shares outstanding (in shares) 49,000,624 50,897,122
Common Class B    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 20,000,000 20,000,000
Common stock, shares, issued (in shares) 4,339,431 4,339,431
Common stock, shares outstanding (in shares) 0 0
v3.24.3
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Gross Profit [Abstract]        
Revenues $ 5,489.4 $ 5,644.4 $ 16,319.1 $ 16,911.8
Cost of goods sold 4,276.7 4,422.4 12,770.5 13,238.9
Operating Expenses [Abstract]        
Selling, general and administrative expense 831.1 796.4 2,488.9 2,445.8
Depreciation and amortization 46.0 45.1 137.6 136.4
Income from operations 335.6 380.5 922.1 1,090.7
Interest Income (Expense), Nonoperating, Net 86.5 98.5 279.8 292.3
Other Nonoperating Income (Expense) (24.9) 3.7 (99.3) 14.6
Income before income taxes 274.0 278.3 741.6 783.8
Provision for income taxes 69.3 44.3 188.1 160.2
Net income 204.7 234.0 553.5 623.6
Net (loss) income attributable to noncontrolling interest 0.4 0.6 1.3 0.0
Net income attributable to WESCO International, Inc. 204.3 233.4 552.2 623.6
Preferred Stock Dividends, Income Statement Impact 14.4 14.4 43.1 43.1
Net Income (Loss) Available to Common Stockholders, Basic $ 189.9 $ 219.0 $ 509.1 $ 580.5
Basic (in dollars per share) $ 3.87 $ 4.28 $ 10.18 $ 11.34
Diluted (in dollars per share) $ 3.81 $ 4.20 $ 10.02 $ 11.08
Comprehensive Income:        
Foreign currency translation adjustment $ 33.9 $ (64.5) $ (59.5) $ (6.3)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax (0.1) 0.0 1.7 0.0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent 33.8 (64.5) (57.8) (6.3)
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest 238.5 169.5 495.7 617.3
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 0.4 0.6 1.3 0.0
Comprehensive income attributable to WESCO International, Inc. $ 223.7 $ 154.5 $ 451.3 $ 574.2
v3.24.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating Activities:    
Net income $ 553,500 $ 623,600
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 137,600 136,400
Stock-based compensation expense 19,600 34,700
Amortization of Debt Issuance Costs and Discounts 12,200 11,100
Gain (Loss) on Disposition of Business 122,200 0
Assets Disposed of by Method Other than Sale, in Period of Disposition, Gain (Loss) on Disposition 17,800 0
Other operating activities, net 1,300 7,900
Changes in assets and liabilities    
Increase (Decrease) in Accounts Receivable 217,900 133,400
Increase (Decrease) in Accounts and Other Receivables 28,100 18,700
Inventories, net (85,000) (62,700)
Increase (Decrease) in Other Operating Assets (127,700) (51,800)
Accounts payable 478,000 (86,500)
Accrued payroll and benefit costs 26,100 (120,900)
Other current and noncurrent liabilities 103,200 46,800
Net cash provided by operating activities 824,600 423,900
Investing Activities:    
Capital expenditures (70,400) (63,600)
Cash paid for acquisition (41,700) 0
Proceeds from Divestiture of Businesses, Net of Cash Divested 354,900 0
Other investing activities 6,900 2,400
Net cash used in investing activities 249,700 (61,200)
Financing Activities:    
Proceeds from (Repayments of) Short-term Debt 200 1,300
Proceeds from issuance of long-term debt 5,524,000 2,114,200
Repayments of Other Long-term Debt 5,842,400 2,156,500
Payments of Debt Issuance Costs (26,600) 0
Payments for Repurchase of Common Stock (26,200) (68,000)
Payments for Repurchase of Common Stock (375,000) (50,000)
Payments of Ordinary Dividends, Common Stock (61,400) (57,600)
Payments of Ordinary Dividends, Preferred Stock and Preference Stock 43,100 43,100
Other financing activities, net (23,800) 6,300
Net cash used in financing activities (874,300) (253,400)
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations (17,300) (5,200)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total 182,700 104,100
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents 706,800 631,400
Supplemental Cash Flow Information [Abstract]    
Interest Paid, Excluding Capitalized Interest, Operating Activities 251,400 235,000
Income Taxes Paid 223,000 165,000
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability $ 161,900 $ 186,100
v3.24.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($)
$ in Millions
Total
Treasury Stock, Common [Member]
Common Class B
Common Stock
Series A Preferred Stock
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Retained Earnings [Member]
Additional Paid-in Capital [Member]
Treasury Stock, Common [Member]
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 68,535,704            
Additional capital $ 2,005.4                  
Retained Earnings (Accumulated Deficit) 3,795.0                  
Treasury Stock, Value (969.1)                  
Stockholders' Equity Attributable to Noncontrolling Interest (4.7)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (377.7)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 22,115,653                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,449.6                  
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (12.6)     $ 0.0           $ 12.9
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.3                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 11.7                  
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (38.7)     $ 0.0       $ 24.5 $ 14.2  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period       811,309           79,817
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (236,953)            
Net Income (Loss) Attributable to Parent 197.1             197.1    
Dividends, Preferred Stock (14.4)             (14.4)    
Stockholders' Equity, Other               (1.0) 0.1  
Net Income (Loss) Attributable to Noncontrolling Interest 0.1           $ 0.1      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 16.1         $ 17.0        
Dividends, Common Stock (19.2)             (19.2)    
Treasury Stock, Value, Acquired, Cost Method   $ (50.5)                
Treasury Stock, Shares, Acquired   325,449                
Net Income (Loss) Attributable to Parent 623.6                  
Net Income (Loss) Attributable to Noncontrolling Interest 0.0                  
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,110,060            
Additional capital 2,003.3                  
Retained Earnings (Accumulated Deficit) 3,933.0                  
Treasury Stock, Value (982.0)                  
Stockholders' Equity Attributable to Noncontrolling Interest (4.6)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (360.7)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 22,195,470                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,589.7                  
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (2.4)     $ 0.0           $ 2.5
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.1                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 12.2                  
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (0.2)     $ 0.0       0.1 0.1  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period       56,044           15,895
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (1,111)            
Net Income (Loss) Attributable to Parent 193.1             193.1    
Dividends, Preferred Stock (14.4)             (14.4)    
Stockholders' Equity, Other               1.0    
Net Income (Loss) Attributable to Noncontrolling Interest (0.7)           (0.7)      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 42.2         41.2        
Dividends, Common Stock (19.2)             (19.2)    
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,164,993            
Additional capital 2,015.5                  
Retained Earnings (Accumulated Deficit) 4,093.4                  
Treasury Stock, Value (984.5)                  
Stockholders' Equity Attributable to Noncontrolling Interest (5.3)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (319.5)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 22,211,365                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,800.3                  
Treasury Stock, Value, Acquired, Cost Method (50.5)                 $ (50.5)
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense)       $ 0.0           $ 0.9
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.1                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 10.8                  
Treasury Stock, Shares, Acquired                   325,449
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation $ (12.9)     $ 0.0       10.4 2.5  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 800,000     184,546           (5,286)
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (72,194)            
Net Income (Loss) Attributable to Parent $ 233.4             233.4    
Dividends, Preferred Stock (14.4)             (14.4)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders 1.1           (1.1)      
Stockholders' Equity, Other             0.1 0.6    
Net Income (Loss) Attributable to Noncontrolling Interest 0.6           0.6      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax (63.8)         (64.5)        
Dividends, Common Stock (19.1)             (19.1)    
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,277,345            
Additional capital 2,023.9                  
Retained Earnings (Accumulated Deficit) 4,283.5                  
Stockholders' Equity Attributable to Noncontrolling Interest (5.7)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax (384.0)                  
Treasury stock, at cost; 24,913,926 and 22,720,986 shares in 2024 and 2023, respectively $ (1,035.9)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 22,542,100                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,882.5                  
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,278,677            
Additional capital 2,037.1                  
Retained Earnings (Accumulated Deficit) 4,391.7                  
Treasury Stock, Value (1,060.4)                  
Stockholders' Equity Attributable to Noncontrolling Interest (5.2)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax (332.0)                  
Treasury stock, at cost; 24,913,926 and 22,720,986 shares in 2024 and 2023, respectively $ (1,060.4)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 22,720,986                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 5,031.9                  
Treasury Stock, Value, Acquired, Cost Method (50.5)                 $ (50.5)
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (0.6)     $ 0.0           $ 0.9
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.3                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 10.1                  
Treasury Stock, Shares, Acquired                   343,147
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (24.2)     $ 0.0       9.6 14.6  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period       429,611           5,402
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (156,850)            
Net Income (Loss) Attributable to Parent 115.8             115.8    
Dividends, Preferred Stock (14.4)             (14.4)    
Net Income (Loss) Attributable to Noncontrolling Interest 0.3           0.3      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax (69.7)         (69.7)        
Dividends, Common Stock (20.9)             (20.9)    
Treasury Stock, Value, Acquired, Cost Method   $ (378.8)                
Treasury Stock, Shares, Acquired   2,183,937                
Net Income (Loss) Attributable to Parent 552.2                  
Dividends, Preferred Stock               (43.1)    
Net Income (Loss) Attributable to Noncontrolling Interest 1.3                  
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,551,438            
Additional capital 2,032.9                  
Retained Earnings (Accumulated Deficit) 4,462.6                  
Treasury Stock, Value (1,111.8)                  
Stockholders' Equity Attributable to Noncontrolling Interest (4.9)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (401.7)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 23,069,535                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,977.8                  
Treasury Stock, Value, Acquired, Cost Method (303.0)                 $ (303.0)
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (0.5)     $ 0.0           $ 0.6
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.1                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 2.7                  
Treasury Stock, Shares, Acquired                   1,679,176
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (0.3)     $ 0.0       0.1 0.2  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period       16,570           3,308
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (1,499)            
Net Income (Loss) Attributable to Parent 232.1             232.1    
Dividends, Preferred Stock (14.4)             (14.4)    
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders 1.8           (1.8)      
Stockholders' Equity, Other               0.2    
Net Income (Loss) Attributable to Noncontrolling Interest 0.7           0.7      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax (21.7)         (21.9)        
Dividends, Common Stock (20.3)             (20.3)    
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,566,509            
Additional capital 2,035.5                  
Retained Earnings (Accumulated Deficit) 4,660.1                  
Treasury Stock, Value (1,415.4)                  
Stockholders' Equity Attributable to Noncontrolling Interest (6.0)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (423.6)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 24,752,019                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 4,851.3                  
Treasury Stock, Value, Acquired, Cost Method (25.3) $ (25.3)               $ (25.3)
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) (0.2)     $ 0.0            
APIC, Share-based Payment Arrangement, Recognition and Exercise 0.2                  
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture 6.8                  
Treasury Stock, Shares, Acquired   161,614               161,614
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation (0.1)     $ 0.0       0.0 $ 0.1  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period       9,433           293
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation       (823)            
Net Income (Loss) Attributable to Parent 204.3             204.3    
Dividends, Preferred Stock (14.4)             (14.4)    
Net Income (Loss) Attributable to Noncontrolling Interest 0.4           $ 0.4      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 33.8         $ 33.8        
Dividends, Common Stock (20.2)             $ (20.2)    
Common stock     $ 0.0 $ 0.7            
Common Stock, Shares, Issued     4,339,431 69,575,119            
Additional capital 2,042.4                  
Retained Earnings (Accumulated Deficit) 4,829.8                  
Treasury Stock, Value (1,440.7)                  
Stockholders' Equity Attributable to Noncontrolling Interest (5.6)                  
Accumulated Other Comprehensive Income (Loss), Net of Tax (389.8)                  
Treasury stock, at cost; 24,913,926 and 22,720,986 shares in 2024 and 2023, respectively $ (1,440.7)                  
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding         $ 0.0          
Preferred stock, shares issued (in shares)         21,612          
Treasury Stock, Common, Shares 24,913,926                  
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest $ 5,036.8                  
v3.24.3
ORGANIZATION
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION
WESCO International, Inc. (“Wesco International”) and its subsidiaries (collectively, “Wesco” or the “Company”), headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.
The Company has operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions (“EES”), Communications & Security Solutions (“CSS”) and Utility & Broadband Solutions (“UBS”).
v3.24.3
ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Wesco have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 20, 2024. The Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the audited Consolidated Financial Statements as of that date, but does not include all the disclosures required by accounting principles generally accepted in the United States of America.
The unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income, the unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, and the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.
Reclassifications
The Consolidated Statement of Cash Flows for the nine months ended September 30, 2023, includes certain reclassifications to previously reported amounts to conform to the current period's presentation. Such reclassifications had no impact on the totals of operating, investing and financing cash flow activities.
Supplier Finance Programs
The Company has supplier finance programs that are administered by intermediaries. Under these arrangements, participating suppliers may elect to receive early payment of invoices that have been confirmed by the Company, less an interest deduction or fees paid by the supplier, which is paid to the supplier by third-party finance providers. Wesco agrees to pay the stated amount of confirmed invoices in full on the original due date of the invoices, which is typically within 45 to 180 days of the invoice date, regardless of whether the supplier elects to receive early payment from the third-party finance providers. The Company does not provide assets pledged as security or other forms of guarantees to the finance providers or intermediaries under these arrangements. As of September 30, 2024 and December 31, 2023, the amounts due to suppliers that participate in the Company’s supplier finance programs were approximately $21.3 million and $32.6 million, respectively, which are included in accounts payable in the Condensed Consolidated Balance Sheets.
Loss on Abandonment of Assets
During the second quarter of 2024, management determined that a third-party developed operations management software product would be abandoned in favor of an application that better suits the Company's operations and the Company recognized a $17.8 million loss on abandonment of assets, which is recorded as a component of selling, general and administrative expenses in the Condensed Consolidated Statement of Income.
Recently Adopted and Recently Issued Accounting Standards and Disclosure Rules
In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential
magnitude. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this ASU in the first quarter of 2023, except for the amendment on rollforward information, which the Company will begin disclosing in its Annual Report on Form 10-K for the year ending December 31, 2024. The adoption of this ASU resulted in additional disclosure of the Company's supplier finance programs, as described above.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances prior reportable segment disclosure requirements in part by requiring entities to disclose significant expenses related to their reportable segments. The amendments in this ASU are effective on a retrospective basis for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In March 2024, the SEC issued final climate-related disclosure rules requiring disclosure of material climate-related risks, board and management governance of such risks, and material direct and indirect greenhouse gas emissions. The rules also require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions. Disclosures will be made prospectively, with phased-in effective dates starting with fiscal years beginning on or after January 1, 2025. In April 2024, the SEC voluntarily stayed implementation of the climate-related disclosure rules, pending completion of judicial review of consolidated challenges to the rules by the Court of Appeals for the Eighth Circuit. Management is currently evaluating the impact that these rules could have on its consolidated financial statements and notes thereto.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be material to Wesco’s financial position, results of operations or cash flows.
Supplier Finance Program
Supplier Finance Programs
The Company has supplier finance programs that are administered by intermediaries. Under these arrangements, participating suppliers may elect to receive early payment of invoices that have been confirmed by the Company, less an interest deduction or fees paid by the supplier, which is paid to the supplier by third-party finance providers. Wesco agrees to pay the stated amount of confirmed invoices in full on the original due date of the invoices, which is typically within 45 to 180 days of the invoice date, regardless of whether the supplier elects to receive early payment from the third-party finance providers. The Company does not provide assets pledged as security or other forms of guarantees to the finance providers or intermediaries under these arrangements. As of September 30, 2024 and December 31, 2023, the amounts due to suppliers that participate in the Company’s supplier finance programs were approximately $21.3 million and $32.6 million, respectively, which are included in accounts payable in the Condensed Consolidated Balance Sheets.
v3.24.3
REVENUE (Notes)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer
3. REVENUE
Wesco distributes products and provides services to customers globally in various end markets within its business segments. The segments operate in the United States, Canada and various other countries.
The following tables disaggregate Wesco’s net sales by segment and geography for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
Electrical & Electronic Solutions$2,151.2 $2,190.7 $6,423.1 $6,526.1 
Communications & Security Solutions1,955.1 1,778.0 5,491.1 5,360.9 
Utility & Broadband Solutions1,383.1 1,675.7 4,404.9 5,024.8 
Total by segment$5,489.4 $5,644.4 $16,319.1 $16,911.8 
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
United States$4,041.4 $4,166.5 $12,089.5 $12,529.5 
Canada 763.7 765.8 2,226.6 2,298.3 
Other International(1)
684.3 712.1 2,003.0 2,084.0 
Total by geography(2)
$5,489.4 $5,644.4 $16,319.1 $16,911.8 
(1)    No individual country's net sales are greater than 10% of total net sales.
(2)    Wesco attributes revenues from external customers to individual countries on the basis of point of sale.
Due to the terms of certain contractual arrangements, Wesco bills and receives payment from its customers in advance of satisfying the respective performance obligation. Such advance billings and payments are recorded as deferred revenue and recognized as revenue when the performance obligation has been satisfied and control has transferred to the customer, which is generally upon shipment. Deferred revenue is usually recognized within a year or less from the date of the advance billing and payment. At September 30, 2024 and December 31, 2023, $135.0 million and $111.9 million, respectively, of deferred revenue was recorded as a component of other current liabilities in the Condensed Consolidated Balance Sheets. The Company recognized $3.2 million and $60.3 million of revenue during the three and nine months ended September 30, 2024, respectively, that was included in the deferred revenue balance as of December 31, 2023, and recognized $22.1 million and $64.1 million of revenue during the three and nine months ended September 30, 2023, respectively, that was included in the deferred revenue balance as of December 31, 2022.
The Company also has certain long-term contractual arrangements where revenue is recognized over time based on the cost-to-cost input method. As of September 30, 2024 and December 31, 2023, the Company had contract assets of $40.7 million and $35.4 million, respectively, resulting from contracts where the amount of revenue recognized exceeded the amount billed to the customer. Contract assets are recorded in the Condensed Consolidated Balance Sheets as a component of prepaid expenses and other current assets.
Wesco’s revenues are adjusted for variable consideration, which includes customer volume rebates, returns and discounts. Wesco measures variable consideration by estimating expected outcomes using analysis and inputs based upon historical data, as well as current and forecasted information. Variable consideration is reviewed by management on a monthly basis and revenue is adjusted accordingly. Variable consideration reduced revenue by approximately $110.4 million and $118.4 million, for the three months ended September 30, 2024 and 2023, respectively, and by approximately $331.2 million and $333.5 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company's estimated product return obligation was $41.0 million and $41.3 million, respectively.
Billings to customers for shipping and handling are recognized in net sales. Wesco has elected to recognize shipping and handling costs as a fulfillment cost. Shipping and handling costs recorded as a component of selling, general and administrative expenses totaled $80.9 million and $76.4 million for the three months ended September 30, 2024 and 2023, respectively, and $226.2 million and $232.4 million for the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Business Combinations, Asset Acquisitions, and Joint Venture Formation
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Combination Disclosure
Independent Electric Supply Inc.
Effective July 1, 2024, the Company acquired the assets and liabilities of Independent Electric Supply Inc. (“IES”), a full-line electrical distributor headquartered in Ontario, Canada. The total preliminary estimated fair value of consideration for the acquisition of IES of $13.2 million includes total cash consideration of $11.6 million, net of cash acquired, paid at closing with cash on hand, and contingent consideration not to exceed $2.9 million. The assets acquired included a customer relationship intangible asset with an estimated fair value of $5.9 million.
entroCIM
On June 3, 2024, the Company acquired the assets and liabilities held by Warez, LLC and Hepta Systems, LLC, which own and operate the entroCIM business (collectively, “entroCIM”). entroCIM is an innovator in data center and building intelligence software. The total preliminary estimated fair value of consideration for the acquisition of entroCIM of $36.5 million includes total cash consideration of $30.1 million, paid at closing with cash on hand, and contingent consideration not to exceed $8.0 million, with an estimated fair value of $6.4 million, recorded in current and noncurrent liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2024. The preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, which primarily comprised a developed software intangible asset with an estimated fair value of $8.0 million based on an income valuation method, with the excess of $29.0 million allocated to goodwill in the Company's CSS reportable segment.
Acquisitions
Wesco Integrated Supply (“WIS”) Divestiture
On April 1, 2024, Wesco Distribution, Inc. (“Wesco Distribution”) completed the sale of its WIS business for total consideration of $334.2 million, adjusted from the base purchase price of $350.0 million for estimated net working capital, estimated closing cash, and estimated closing indebtedness. The WIS business, located primarily in the U.S. and Canada, was part of the UBS reportable segment and provided products and services to large industrial and commercial end-users to support their maintenance, repair, and operating spend. During the third quarter, the Company finalized the net working capital, closing cash, and closing indebtedness purchase price adjustments, which resulted in a working capital adjustment of $20.7 million and an increase to the gain from the sale. The Company recognized a gain from the sale of $19.3 million and $122.2 million for the three and nine months ended September 30, 2024, respectively, which is recorded as a component of other (income) expense, net in the Condensed Consolidated Statements of Income and Comprehensive Income. Upon closing, Wesco Distribution entered into certain Transition Services Agreements (“TSAs”) under which Wesco Distribution agreed to provide transition services to the purchaser for approximately nine months. Revenues associated with these TSAs are not material.
The sale of the WIS business did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore does not meet the criteria to be classified as discontinued operations.
v3.24.3
GOODWILL (Notes)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Disclosure
The following table sets forth the changes in the carrying value of goodwill by reportable segment for the period presented:
 Nine Months Ended
September 30, 2024
EES
CSSUBSTotal
(In millions)
Beginning balance, January 1$838.1 $1,211.6 $1,212.6 $3,262.3 
Foreign currency exchange rate changes(11.8)(1.8)(5.4)(19.0)
Adjustments to goodwill for acquisitions(1)
3.5 29.0 — 32.5 
Adjustment to goodwill for divestiture(2)
— — (58.1)(58.1)
Ending balance, September 30
$829.8 $1,238.8 $1,149.1 $3,217.7 
(1)    Reflects the preliminary allocation of the purchase price paid to acquire IES and entroCIM, which are part of the EES and CSS segments, respectively, as described in Note 4, “Acquisitions and Divestitures”.
(2)    Reflects the amount of goodwill that was allocated to the WIS business, which was part of the UBS segment, and was sold on April 1, 2024, as described in Note 4, “Acquisitions and Divestitures”.
The components of intangible assets are as follows:
As of
September 30, 2024December 31, 2023
Life (in years)
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Intangible assets:(In millions)
TrademarksIndefinite$792.2 $— $792.2 $793.0 $— $793.0 
Customer relationships
10 - 20
1,466.0 (468.7)997.3 1,519.9 (464.4)1,055.5 
Distribution agreements
15 and 19
29.2 (27.3)1.9 29.2 (26.0)3.2 
Trademarks
5 and 12
15.5 (11.2)4.3 15.5 (9.6)5.9 
Software
7
16.0 (0.5)15.5 — — — 
$2,318.9 $(507.7)$1,811.2 $2,357.6 $(500.0)$1,857.6 
(1)    Excludes the original cost and related accumulated amortization of fully-amortized intangible assets.
Amortization expense related to intangible assets totaled $21.5 million and $22.1 million for the three months ended September 30, 2024 and 2023, respectively, and $65.3 million and $66.5 million for the nine months ended September 30, 2024 and 2023, respectively.
The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter:
For the year ending December 31,(In millions)
2024$22.0 
202585.8 
202680.4 
202777.6 
202875.9 
Thereafter677.3 
Total
$1,019.0 
v3.24.3
STOCK-BASED COMPENSATION (Notes)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION
Wesco’s stock-based compensation awards consist of stock options, stock-settled stock appreciation rights, restricted stock units and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date of grant and compensation cost is recognized, net of estimated forfeitures, over the service period for awards expected to vest. The fair value of stock options and stock-settled stock appreciation rights is determined using the Black-Scholes model. The fair value of restricted stock units and performance-based awards with performance conditions is determined by the grant-date closing price of Wesco’s common stock. The forfeiture assumption is based on Wesco’s historical participant behavior that is reviewed on at least an annual basis. For stock options and stock-settled stock appreciation rights that are exercised, and for restricted stock units and performance-based awards that vest, shares are issued out of Wesco's outstanding common stock.
Stock options and stock-settled stock appreciation rights vest ratably over a three-year period and terminate on the tenth anniversary of the grant date unless terminated sooner under certain conditions. Restricted stock unit awards that were granted under the Company’s 1999 Long-Term Incentive Plan, as amended and restated, vest fully on the third anniversary of the date of grant. Restricted stock units awarded under the WESCO International, Inc. 2021 Omnibus Incentive Plan, which was adopted on May 27, 2021, typically vest ratably over a three-year period on each of the first, second and third anniversaries of the grant date. Vesting of performance-based awards is based on a three-year performance period, and the number of shares earned, if any, depends on the attainment of certain performance levels, as described below. Outstanding awards would vest upon the consummation of a change in control transaction with performance-based awards vesting at the greater of the target level or actual.
Performance-based awards are based on two equally-weighted performance measures: the three-year average growth rate of Wesco’s net income attributable to common stockholders and the three-year cumulative return on net assets. These awards are accounted for as awards with performance conditions; compensation cost is recognized over the performance period based upon Wesco’s determination of whether it is probable that the performance targets will be achieved.
During the three and nine months ended September 30, 2024 and 2023, Wesco granted the following stock options, restricted stock units, and performance-based awards at the following weighted-average fair values:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Stock options granted— 1,593 85,425 78,729 
Weighted-average fair valuen/a$72.57 $72.05 $76.69 
Restricted stock units granted1,942 1,649 240,233 175,513 
Weighted-average fair value$150.44 $140.91 $157.13 $170.13 
Performance-based awards granted(1)
540 662 194,105 212,107 
Weighted-average fair value(1)
$147.26 $115.04 $108.94 $86.97 
(1)    As described further below, the nine months ended September 30, 2024 includes performance-based awards granted in February 2021 for which actual achievement levels were certified in February 2024, as well as performance-based awards granted during the nine months ended September 30, 2024.
The fair values of stock options, as disclosed in the table above, were estimated using the following weighted-average assumptions in the respective periods:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Risk free interest raten/a4.4 %4.2 %4.1 %
Expected life (in years)n/a555
Expected volatilityn/a52 %55 %50 %
Expected dividend yieldn/a0.96 %1.09 %0.89 %
The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve rate as of the grant date. The expected life is based on historical exercise experience, the expected volatility is based on the volatility of the Company’s daily stock price over the expected life preceding the grant date of the award, and the expected dividend yield is based on the calculated yield on the Company’s common stock at date of grant using the current fiscal year projected dividend distribution rate.
The following table sets forth a summary of stock options and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
163,082 $144.51   
     Granted85,425 152.07   
     Exercised(3,053)122.09  
     Forfeited(6,343)154.71   
Outstanding at September 30, 2024
239,111 $147.23 8.4$5.2 
Exercisable at September 30, 2024
79,145 $136.93 7.7$2.5 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock options exercised during such period was not material.
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
818,284 $59.55   
     Granted— —   
     Exercised(44,063)62.58  
     Forfeited(727)76.25   
Outstanding at September 30, 2024
773,494 $59.37 4.4$84.0 
Exercisable at September 30, 2024
773,494 $59.37 4.4$84.0 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $4.7 million.
The following table sets forth a summary of restricted stock units and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
407,613 $127.49 
     Granted240,233 157.13 
     Vested(193,762)115.40 
     Forfeited(27,973)142.78 
Unvested at September 30, 2024
426,111 $148.54 
The following table sets forth a summary of performance-based awards and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
254,859 $115.15 
     Granted(1)
194,105 108.94 
     Vested(223,042)77.08 
     Forfeited(7,065)154.19 
Unvested at September 30, 2024
218,857 $147.18 
(1)    Includes 80,951 performance-based awards granted in February 2024 with a fair value of $152.07 and three-year performance period ending December 31, 2026, and 111,521 of additional performance-based awards related to awards originally granted in February 2021 with a fair value of $77.08 and three-year performance period ended December 31, 2023 for which actual achievement levels were certified in February 2024.
Wesco recognized $6.8 million and $10.8 million of non-cash stock-based compensation expense for the three months ended September 30, 2024 and 2023, respectively, and $19.6 million and $34.7 million of non-cash stock-based compensation expense for the nine months ended September 30, 2024 and 2023, respectively, which is included in selling, general and administrative expenses for such periods. As of September 30, 2024, there was $60.4 million of total unrecognized compensation expense related to unvested stock-based compensation arrangements for all awards previously made, which is expected to be recognized as follows:
For the year ending December 31,(In millions)
Remaining 2024$10.1 
202528.3 
202618.0 
20273.7 
20280.3 
v3.24.3
EARNINGS PER SHARE
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average common shares and common share equivalents outstanding during the periods. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method, which includes consideration of equity awards.
The following table sets forth the computation of basic and diluted earnings per share for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions, except per share data)2024202320242023
Net income attributable to WESCO International, Inc.$204.3 $233.4 $552.2 $623.6 
Less: Preferred stock dividends14.4 14.4 43.1 43.1 
Net income attributable to common stockholders$189.9 $219.0 $509.1 $580.5 
Weighted-average common shares outstanding used in computing basic earnings per share
49.1 51.2 50.0 51.2 
Common shares issuable upon exercise of dilutive equity awards
0.7 1.0 0.8 1.2 
Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share49.8 52.2 50.8 52.4 
Earnings per share attributable to common stockholders
Basic$3.87 $4.28 $10.18 $11.34 
Diluted$3.81 $4.20 $10.02 $11.08 
The computation of diluted earnings per share attributable to common stockholders excludes stock-based awards that would have had an antidilutive effect on earnings per share. For the three and nine months ended September 30, 2024, there were approximately 0.2 million antidilutive shares. For the three and nine months ended September 30, 2023, there were approximately 0.1 million and 0.2 million antidilutive shares, respectively.
v3.24.3
DEBT (Notes)
9 Months Ended
Sep. 30, 2024
Debt Instrument [Line Items]  
Debt Disclosure [Text Block]
9. DEBT
The following table sets forth Wesco's outstanding indebtedness:
As of
September 30,
2024
December 31,
2023
(In millions)
International lines of credit$0.8 $1.0 
Accounts Receivable Securitization Facility1,450.0 1,550.0 
Revolving Credit Facility485.0 953.0 
6.00% Anixter Senior Notes due 20254.2 4.2 
7.125% Senior Notes due 2025— 1,500.0 
7.250% Senior Notes due 2028, less debt discount of $4.7 and $5.6 in 2024 and 2023, respectively
1,320.3 1,319.4 
6.375% Senior Notes due 2029900.0 — 
6.625% Senior Notes due 2032850.0 — 
Finance lease obligations58.2 31.4 
Total debt5,068.5 5,359.0 
Plus: Fair value adjustments to the Anixter Senior Notes0.1 0.1 
Less: Unamortized debt issuance costs(45.9)(37.4)
Less: Short-term debt and current portion of long-term debt(14.9)(8.6)
Total long-term debt$5,007.8 $5,313.1 
Accounts Receivable Securitization Facility
On March 8, 2024, Wesco Distribution amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of an Eighth Amendment to Fifth Amended and Restated Receivables Purchase Agreement (the “Eighth Receivables Amendment”), by and among WESCO Receivables Corp., Wesco Distribution, the various purchasers and purchaser agents party thereto and PNC Bank, National Association, as administrator. The Eighth Receivables Amendment modified the receivables purchase agreement originally entered into on June 22, 2020 (the “Receivables Purchase Agreement”). The Eighth Receivables Amendment, among other things, (i) reduced the purchase limit under the Receivables Facility from $1,625 million to $1,550 million, (ii) increased the capacity to request increases in the purchase limit under the Receivables Facility from $125 million to $300 million, (iii) extended the termination date of the Receivables Facility to March 1, 2027, (iv) added a commercial paper funding option for any conduit purchaser funding its investment through issuances of notes, and (v) modified the drawn spread applicable to investments. No other material terms were changed.
Revolving Credit Facility
On March 6, 2024, Wesco Distribution amended its revolving credit facility (the “Revolving Credit Facility”) pursuant to the terms and conditions of a Sixth Amendment to Fourth Amended and Restated Credit Agreement (the “Sixth Revolver Amendment”). The Sixth Revolver Amendment amended the Revolving Credit Agreement to, among other things, modify the Canadian interest rate options and increase certain negative covenant baskets. No other material terms were changed.
7.125% Senior Notes due 2025
In June 2020, Wesco Distribution issued $1,500 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”) through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes were issued at a price of 100% of the aggregate principal amount and were issued pursuant to, and governed by, an indenture (the “2025 Notes Indenture”), dated as of June 12, 2020, between the Company, Wesco Distribution, and U.S. Bank National Association, as trustee. The 2025 Notes were unsecured and unsubordinated obligations of Wesco Distribution and were guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2025 Notes had a stated interest rate of 7.125% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2025 Notes had a maturity date of June 15, 2025 and were redeemable in whole or in part at a redemption price equal to 101.781% of the principal amount between June 15, 2023 and June 14, 2024 or 100% of the principal amount on and after June 15, 2024. The net proceeds from the issuance of the 2025 Notes, together with other borrowings and existing cash on hand, were used to finance the merger with Anixter Inc.
On May 20, 2024, Wesco Distribution exercised its right to redeem the entire outstanding $1,500 million aggregate principal amount of the 2025 Notes, and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee under the 2025 Notes Indenture, issued a notice of redemption to registered holders of the 2025 Notes.
On June 17, 2024, Wesco Distribution redeemed the $1,500 million aggregate principal amount of the 2025 Notes at a redemption price equal to 100% of the principal amount plus accrued interest up to, but not including, June 15, 2024. The redemption of the 2025 Notes was funded through the issuance of the 6.375% Senior Notes due 2029 (the “2029 Notes”) and the 6.625% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “2029 and 2032 Notes”) as described below. The Company recognized a non-cash loss of $6.8 million from the redemption of the 2025 Notes resulting from the write-off of unamortized debt issuance costs, which is recorded as a component of interest expense, net in the Condensed Consolidated Statement of Income and Comprehensive Income for the nine months ended September 30, 2024.
6.375% Senior Notes due 2029
6.625% Senior Notes due 2032
On March 7, 2024, Wesco Distribution issued $900 million aggregate principal amount of 6.375% senior notes due 2029 and $850 million aggregate principal amount of 6.625% senior notes due 2032. The 2029 and 2032 Notes were issued at a price of 100% of the aggregate principal amount. Wesco incurred costs related to the issuance of the 2029 Notes and 2032 Notes totaling $11.3 million and $10.6 million, respectively, which were recorded as a reduction to the carrying value of the debt and are being amortized over the respective lives of the notes.
The 2029 and 2032 Notes were issued pursuant to, and are governed by, an indenture (the “2029 and 2032 Notes Indenture”), dated as of March 7, 2024, among Wesco Distribution, the Company, Anixter Inc., and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 and 2032 Notes and related guarantees were issued in a private transaction exempt from the Securities Act.
The Company used the net proceeds from the issuance of the 2029 and 2032 Notes to redeem the 2025 Notes on June 17, 2024. Prior to repaying the 2025 Notes, the Company used the net proceeds temporarily to repay a portion of the amounts outstanding under its Receivables Facility and repaid all of the outstanding borrowings under its Revolving Credit Facility. The Company subsequently redrew under the Receivables Facility and the Revolving Credit Facility an aggregate amount sufficient to redeem the 2025 Notes.
The 2029 and 2032 Notes are unsecured and unsubordinated obligations of Wesco Distribution and are guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2029 Notes accrue interest at a rate of 6.375% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 2029 Notes will mature on March 15, 2029. The 2032 Notes accrue interest at a rate of 6.625% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 2032 Notes will mature on March 15, 2032.
Wesco Distribution may redeem all or a part of the 2029 Notes at any time prior to March 15, 2026 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2026, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2029 Notes with the net cash proceeds from certain equity offerings. At any time between March 15, 2026 and March 14, 2027, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 103.188% of the principal amount. Between March 15, 2027 and March 14, 2028, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 101.594% of the principal amount. On and after March 15, 2028, Wesco Distribution may redeem all or a part of the 2029 Notes at a redemption price equal to 100% of the principal amount.
Wesco Distribution may redeem all or a part of the 2032 Notes at any time prior to March 15, 2027 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to March 15, 2027, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2032 Notes with the net cash proceeds from certain equity offerings. At any time between March 15, 2027 and March 14, 2028, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 103.313% of the principal amount. Between March 15, 2028 and March 14, 2029, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 101.657% of the principal amount. On and after March 15, 2029, Wesco Distribution may redeem all or a part of the 2032 Notes at a redemption price equal to 100% of the principal amount.
The 2029 and 2032 Notes Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2029 and 2032 Notes receiving investment grade credit ratings.
The 2029 and 2032 Notes Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2029 and 2032 Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.
v3.24.3
EMPLOYEE BENEFIT PLANS (Notes)
9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS
The following table sets forth the components of net periodic pension cost (benefit) for the Company’s defined benefit plans:
Three Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$— $— $0.4 $1.2 $0.4 $1.2 
Interest cost— 4.6 3.2 2.9 3.2 7.5 
Expected return on plan assets— (4.3)(3.2)(3.1)(3.2)(7.4)
Recognized actuarial gain(3)
— — (0.2)(0.3)(0.2)(0.3)
Settlement(2.2)— — — (2.2)— 
Net periodic pension (benefit) cost$(2.2)$0.3 $0.2 $0.7 $(2.0)$1.0 
Nine Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$— $— $1.4 $3.6 $1.4 $3.6 
Interest cost1.1 7.8 12.5 8.6 13.6 16.4 
Expected return on plan assets(0.3)(7.3)(13.0)(9.1)(13.3)(16.4)
Recognized actuarial gain(3)
— — (0.4)(0.9)(0.4)(0.9)
Settlement3.3 — — — 3.3 — 
Net periodic pension cost$4.1 $0.5 $0.5 $2.2 $4.6 $2.7 
(1)    Defined as the Anixter Inc. Pension Plan, which was settled during the first quarter of 2024, as described below.
(2)    Defined as the EECOL Electric ULC Retirement Plan, the EECOL Electric ULC Supplemental Executive Retirement Plan, the Pension Plan for Employees of Anixter Canada Inc., and various defined benefit pension plans covering employees of foreign subsidiaries in Europe.
(3)    For the three and nine months ended September 30, 2024 and 2023, no material amounts were reclassified from accumulated other comprehensive income into net income.
Service cost is reported as a component of selling, general and administrative expenses. The other components of net periodic pension cost (benefit) totaling net benefits of $2.4 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, net costs of $3.2 million for the nine months ended September 30, 2024, and net benefits $0.9 million for the nine months ended September 30, 2023, are presented as components of other expense, net.
The Company expects to contribute approximately $7.0 million to its Foreign Plans in 2024. Approximately $1.0 million and $4.4 million was contributed during the three and nine months ended September 30, 2024, respectively. The Company did not make any contributions to its domestic qualified pension plan during the three or nine months ended September 30, 2024 due to the plan’s settlement, as described below.
Anixter Inc. Pension Plan Settlement
On February 12, 2024, the remaining benefit obligation of the Anixter Inc. Pension Plan was settled through the purchase of single premium annuity contracts for total cash of $138.8 million. The purchase was funded entirely by the assets of the plan.
The final settlement of the Anixter Inc. Pension Plan triggered a remeasurement of the related plan benefit obligations and assets as of February 29, 2024. The net effect of the plan remeasurement was a reduction of $30.6 million to the net funded status of the plan, which represented an excess plan asset reversion, and was accounted for as a negative employer contribution. During the three and nine months ended September 30, 2024, the Company used $1.6 million and $8.9 million, respectively, of the excess pension plan assets to fund certain of the Company's matching contributions to the defined contribution plan in the U.S. The remaining assets related to the excess plan asset reversion are included in other current assets in the Condensed Consolidated Balance Sheet as of September 30, 2024. Additionally, the Company incurred excise taxes of $4.8 million resulting from the excess plan asset reversion, which are recorded as a component of selling, general and administrative expenses in the Condensed Consolidated Statement of Income during the nine months ended September 30, 2024 and are included in other current liabilities in the Condensed Consolidated Balance Sheet as of September 30, 2024.
During the first quarter of 2024, the Company recognized settlement costs of $5.5 million to recognize unrealized losses previously reported as a component of other comprehensive income (loss) related to the benefit obligation of the Anixter Inc. Pension Plan. During the third quarter of 2024, the Company recognized income of $2.2 million as a result of the finalization of the liabilities transferred as part of the settlement.
Other Employee Benefit Plans
Wesco sponsors defined contribution retirement savings plans for the majority of its employees in the U.S. and certain employees in Canada, which provide employer contributions.
Wesco incurred expenses of $18.8 million and $15.9 million for the three months ended September 30, 2024 and 2023, respectively, and $58.4 million and $58.8 million for the nine months ended September 30, 2024 and 2023, respectively, for its defined contribution plans.
Wesco Distribution sponsors a non-qualified deferred compensation plan (the “Wesco Deferred Compensation Plan”) that permits select employees to make pre-tax deferrals of salary and bonus. Employees have the option to transfer balances allocated to their accounts in the Wesco Deferred Compensation Plan into any of the available investment options. The Wesco Deferred Compensation Plan is an unfunded plan. As of September 30, 2024 and December 31, 2023, the Company’s obligation under the Wesco Deferred Compensation Plan was $32.5 million and $27.4 million, respectively, which is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheets.
v3.24.3
FAIR VALUE (Notes)
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, accounts payable, bank overdrafts, outstanding indebtedness, foreign currency forward contracts, and benefit plan assets. Except for benefit plan assets, outstanding indebtedness and foreign currency forward contracts, the carrying value of the Company’s other financial instruments approximates fair value.
The assets of the Company’s various defined benefit plans primarily comprise common/collective/pool funds (i.e., mutual funds). These funds are valued at the net asset value (“NAV”) of shares held in the underlying funds. Investments for which fair value is measured using the NAV per share practical expedient are not classified in the fair value hierarchy.
The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy.
The carrying value of Wesco’s debt instruments with fixed interest rates was $3,074.6 million and $2,823.7 million as of September 30, 2024 and December 31, 2023, respectively. The estimated fair value of this debt was $3,177.8 million and $2,880.3 million as of September 30, 2024 and December 31, 2023, respectively. The reported carrying values of Wesco’s other debt instruments, including those with variable interest rates, approximated their fair values as of September 30, 2024 and December 31, 2023.
The Company purchases foreign currency forward contracts to reduce the effect of fluctuations in foreign currency-denominated accounts on its earnings. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative offsets the impact of the underlying hedge. Its counterparties to foreign currency forward contracts have investment-grade credit ratings. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing foreign currency forward contracts versus the movement of currencies, as well as fluctuations in the account balances throughout each reporting period. The fair value of foreign currency forward contracts is based on the difference between the contract rate and the current price of a forward contract with an equivalent remaining term. The fair value of foreign currency forward contracts is measured using observable market information. These inputs are considered Level 2 in the fair value hierarchy. At September 30, 2024 and December 31, 2023, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expense (income) in the Condensed Consolidated Statements of Income and Comprehensive Income offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. The gross and net notional amounts of foreign currency forward contracts outstanding were approximately $354.3 million and $168.4 million, at September 30, 2024 and December 31, 2023, respectively. While all of the Company’s foreign currency forward contracts are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the Condensed Consolidated Balance Sheets. The gross fair value of assets and liabilities related to foreign currency forward contracts were immaterial.
Derivatives and Fair Value
The Company purchases foreign currency forward contracts to reduce the effect of fluctuations in foreign currency-denominated accounts on its earnings. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company’s strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative offsets the impact of the underlying hedge. Its counterparties to foreign currency forward contracts have investment-grade credit ratings. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing foreign currency forward contracts versus the movement of currencies, as well as fluctuations in the account balances throughout each reporting period. The fair value of foreign currency forward contracts is based on the difference between the contract rate and the current price of a forward contract with an equivalent remaining term. The fair value of foreign currency forward contracts is measured using observable market information. These inputs are considered Level 2 in the fair value hierarchy. At September 30, 2024 and December 31, 2023, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expense (income) in the Condensed Consolidated Statements of Income and Comprehensive Income offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. The gross and net notional amounts of foreign currency forward contracts outstanding were approximately $354.3 million and $168.4 million, at September 30, 2024 and December 31, 2023, respectively. While all of the Company’s foreign currency forward contracts are subject to master netting arrangements with its counterparties, assets and liabilities related to these contracts are presented on a gross basis within the Condensed Consolidated Balance Sheets. The gross fair value of assets and liabilities related to foreign currency forward contracts were immaterial.
v3.24.3
COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
From time to time, a number of lawsuits and claims have been or may be asserted against the Company relating to the conduct of its business, including litigation relating to commercial, product and employment matters. The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to Wesco. However, management does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on Wesco’s financial condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on Wesco’s results of operations for that period.
v3.24.3
INCOME TAXES
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
The effective tax rate for the three months ended September 30, 2024 and 2023 was 25.3% and 15.9%, respectively. For the three months ended September 30, 2024, the effective tax rate does not reflect any material discrete income tax benefits. For the three months ended September 30, 2023, the effective tax rate reflects discrete income tax benefits of $11.9 million resulting from the reversal of the valuation allowance against Brazilian deferred tax assets, $10.5 million relating to return-to-provision adjustments that resulted from the filing of the 2022 U.S. federal income tax return, and $7.6 million resulting from the exercise and vesting of stock-based awards. These discrete income tax benefits reduced the effective tax rate in the prior period by approximately 10.8 percentage points.
The effective tax rate for the nine months ended September 30, 2024 and 2023 was 25.4% and 20.4%, respectively. For the nine months ended September 30, 2024, the effective tax rate reflects a discrete income tax benefit of $8.6 million resulting from the exercise and vesting of stock-based awards. For the nine months ended September 30, 2023, the effective tax rate reflects discrete income tax benefits of $29.7 million resulting from the exercise and vesting of stock-based awards, $11.9 million resulting from the reversal of the valuation allowance against Brazilian deferred tax assets, and $10.5 million relating to return-to-provision adjustments that resulted from the filing of the 2022 U.S. federal income tax return. These discrete income tax items reduced the effective tax rates in the respective periods by approximately 1.2 and 6.6 percentage points.
The effective tax rate, excluding discrete income tax benefits, differs from the federal statutory income tax rate due primarily to state income taxes, nondeductible expenses, and the tax impact of international operations.
There have been no material adjustments to the Company's assessment of uncertain tax positions since December 31, 2023.
v3.24.3
Segment Reporting
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Disclosure
14. BUSINESS SEGMENTS
The Company has operating segments comprising three strategic business units consisting of EES, CSS and UBS. These operating segments are equivalent to the Company’s reportable segments. The Company’s chief operating decision maker evaluates the performance of its operating segments based on net sales, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA margin percentage.
The Company incurs corporate costs primarily related to treasury, tax, information technology, legal and other centralized functions. The Company also has various corporate assets. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets. Interest expense and certain other non-operating items are either not allocated to the segments or reviewed on a segment basis. Corporate expenses and assets not directly identifiable with a reportable segment are reported in the tables below to reconcile the reportable segments to the consolidated financial statements.
The following table sets forth net sales by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$2,151.2 $2,190.7 $6,423.1 $6,526.1 
CSS1,955.1 1,778.0 5,491.1 5,360.9 
UBS1,383.1 1,675.7 4,404.9 5,024.8 
Total$5,489.4 $5,644.4 $16,319.1 $16,911.8 
The following table sets forth adjusted EBITDA and adjusted EBITDA margin % by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$186.3$191.5$547.0$563.5
Adjusted EBITDA Margin
8.7 %8.7 %8.5 %8.6 %
CSS$175.2$175.5$453.2$510.5
Adjusted EBITDA Margin
9.0 %9.9 %8.3 %9.5 %
UBS$156.5$196.4$499.4$572.7
Adjusted EBITDA Margin
11.3 %11.7 %11.3 %11.4 %
The following table sets forth depreciation and amortization by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$12.2$10.9$34.8$32.3
CSS17.618.053.953.9
UBS6.96.321.318.7
Corporate9.39.927.631.5
Total$46.0$45.1$137.6$136.4
The following table sets forth other (income) expense, net by reportable segment for the periods presented, which primarily consists of net foreign currency exchange (gains) losses and the gain on the divestiture of the WIS business:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$5.6$1.7$14.3$12.0
CSS4.79.739.438.2
UBS
(19.7)0.6(122.1)(0.5)
Corporate(15.5)(8.3)(30.9)(35.1)
Total$(24.9)$3.7$(99.3)$14.6
The following table sets forth total assets by reportable segment for the periods presented:
As of
(In millions)September 30,
2024
December 31,
2023
EES$4,648.2 $4,553.6 
CSS5,830.7 5,626.6 
UBS3,671.1 3,908.5 
Corporate(1)
1,125.0 972.2 
Total$15,275.0 $15,060.9 
(1)    Total assets for Corporate primarily consist of cash and cash equivalents, deferred income taxes, property, buildings and equipment, capitalized cloud computing arrangement costs, operating lease assets, and pension assets.
The following table reconciles adjusted EBITDA by segment to income before income taxes, for the periods presented:
Three Months Ended September 30
Nine Months Ended September 30
(In millions)2024202320242023
Adjusted EBITDA by segment
EES$186.3 $191.5 $547.0 $563.5 
CSS175.2 175.5 453.2 510.5 
UBS156.5 196.4 499.4 572.7 
Total segment adjusted EBITDA518.0 563.4 1,499.6 1,646.7 
Less:
Corporate expenses not allocated to segments132.9 134.9 429.3 409.6 
Interest expense, net86.5 98.5 279.8 292.3 
Depreciation and amortization46.0 45.1 137.6 136.4 
Other (income) expense, net
(24.9)3.7 (99.3)14.6 
Stock-based compensation expense allocated to segments3.5 2.9 10.6 10.0 
Income before income taxes$274.0 $278.3 $741.6 $783.8 
Note: Adjusted EBITDA and Adjusted EBITDA margin % provide indicators of the Company’s performance and its ability to meet debt service requirements. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income) and non-cash stock-based compensation expense. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
v3.24.3
Equity
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity Note Disclosure
Share Repurchases
On May 31, 2022, the Company’s Board of Directors adopted a resolution authorizing the repurchase of up to $1 billion of the Company’s common stock and Series A Preferred Stock. The share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time without prior notice.
During the three and nine months ended September 30, 2024, the Company entered into spot repurchase transactions through brokers to purchase 161,614 and 2,183,937 shares, respectively, of its common stock in the open market for cash totaling $25.3 million and $378.8 million, respectively, including excise taxes. Wesco funded the repurchases with available cash and borrowings under its accounts receivable securitization and revolving credit facilities. During the three and nine months ended September 30, 2023, the Company entered into spot repurchase transactions through a broker to purchase 325,449 shares of its common stock totaling $50.5 million, including excise taxes. Wesco funded the repurchases with available cash and borrowings under its revolving credit facility.
Dividends
The Company’s dividends on common stock are declared at the discretion of the Board of Directors. The following table is a summary of cash dividends declared and paid on the Company’s common stock for the nine months ended September 30, 2024:
Date DeclaredRecord DatePayment Date
Amount Per Share
Dividend Payment
February 29, 2024
March 15, 2024
March 29, 2024
$0.413 $20.9 million
May 30, 2024June 14, 2024June 28, 2024$0.413 $20.3 million
August 29, 2024September 13, 2024September 30, 2024$0.413 $20.2 million
The following table is a summary of cash dividends declared and paid on the Company’s common stock for the nine months ended September 30, 2023:
Date DeclaredRecord DatePayment Date
Amount Per Share
Dividend Payment
March 3, 2023
March 15, 2023
March 31, 2023
$0.375 $19.2 million
June 1, 2023June 15, 2023June 30, 2023$0.375 $19.2 million
August 31, 2023September 15, 2023September 29, 2023$0.375 $19.1 million
During the three and nine months ended September 30, 2024 and 2023, the Company's Board of Directors also declared and the Company paid quarterly cash dividends of $0.664 per depositary share relating to its Series A Preferred Stock totaling $14.4 million and $43.1 million, respectively, each year.
v3.24.3
ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Wesco have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 20, 2024. The Condensed Consolidated Balance Sheet at December 31, 2023 was derived from the audited Consolidated Financial Statements as of that date, but does not include all the disclosures required by accounting principles generally accepted in the United States of America.
The unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income, the unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, and the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.
Supplier Finance Program
Supplier Finance Programs
The Company has supplier finance programs that are administered by intermediaries. Under these arrangements, participating suppliers may elect to receive early payment of invoices that have been confirmed by the Company, less an interest deduction or fees paid by the supplier, which is paid to the supplier by third-party finance providers. Wesco agrees to pay the stated amount of confirmed invoices in full on the original due date of the invoices, which is typically within 45 to 180 days of the invoice date, regardless of whether the supplier elects to receive early payment from the third-party finance providers. The Company does not provide assets pledged as security or other forms of guarantees to the finance providers or intermediaries under these arrangements. As of September 30, 2024 and December 31, 2023, the amounts due to suppliers that participate in the Company’s supplier finance programs were approximately $21.3 million and $32.6 million, respectively, which are included in accounts payable in the Condensed Consolidated Balance Sheets.
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]
Recently Adopted and Recently Issued Accounting Standards and Disclosure Rules
In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential
magnitude. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted this ASU in the first quarter of 2023, except for the amendment on rollforward information, which the Company will begin disclosing in its Annual Report on Form 10-K for the year ending December 31, 2024. The adoption of this ASU resulted in additional disclosure of the Company's supplier finance programs, as described above.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which enhances prior reportable segment disclosure requirements in part by requiring entities to disclose significant expenses related to their reportable segments. The amendments in this ASU are effective on a retrospective basis for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis. Management is currently evaluating the impact that this accounting standard will have on its consolidated financial statements and notes thereto.
In March 2024, the SEC issued final climate-related disclosure rules requiring disclosure of material climate-related risks, board and management governance of such risks, and material direct and indirect greenhouse gas emissions. The rules also require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions. Disclosures will be made prospectively, with phased-in effective dates starting with fiscal years beginning on or after January 1, 2025. In April 2024, the SEC voluntarily stayed implementation of the climate-related disclosure rules, pending completion of judicial review of consolidated challenges to the rules by the Court of Appeals for the Eighth Circuit. Management is currently evaluating the impact that these rules could have on its consolidated financial statements and notes thereto.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be material to Wesco’s financial position, results of operations or cash flows.
v3.24.3
REVENUE (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue [Table Text Block]
The following tables disaggregate Wesco’s net sales by segment and geography for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
Electrical & Electronic Solutions$2,151.2 $2,190.7 $6,423.1 $6,526.1 
Communications & Security Solutions1,955.1 1,778.0 5,491.1 5,360.9 
Utility & Broadband Solutions1,383.1 1,675.7 4,404.9 5,024.8 
Total by segment$5,489.4 $5,644.4 $16,319.1 $16,911.8 
Three Months EndedNine Months Ended
 September 30September 30
(In millions)2024202320242023
United States$4,041.4 $4,166.5 $12,089.5 $12,529.5 
Canada 763.7 765.8 2,226.6 2,298.3 
Other International(1)
684.3 712.1 2,003.0 2,084.0 
Total by geography(2)
$5,489.4 $5,644.4 $16,319.1 $16,911.8 
v3.24.3
GOODWILL (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill [Line Items]  
Schedule of Goodwill [Table Text Block]
 Nine Months Ended
September 30, 2024
EES
CSSUBSTotal
(In millions)
Beginning balance, January 1$838.1 $1,211.6 $1,212.6 $3,262.3 
Foreign currency exchange rate changes(11.8)(1.8)(5.4)(19.0)
Adjustments to goodwill for acquisitions(1)
3.5 29.0 — 32.5 
Adjustment to goodwill for divestiture(2)
— — (58.1)(58.1)
Ending balance, September 30
$829.8 $1,238.8 $1,149.1 $3,217.7 
(1)    Reflects the preliminary allocation of the purchase price paid to acquire IES and entroCIM, which are part of the EES and CSS segments, respectively, as described in Note 4, “Acquisitions and Divestitures”.
(2)    Reflects the amount of goodwill that was allocated to the WIS business, which was part of the UBS segment, and was sold on April 1, 2024, as described in Note 4, “Acquisitions and Divestitures”.
Schedule of Finite-Lived Intangible Assets
The components of intangible assets are as follows:
As of
September 30, 2024December 31, 2023
Life (in years)
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Gross Carrying Amount (1)
Accumulated Amortization (1)
Net Carrying Amount
Intangible assets:(In millions)
TrademarksIndefinite$792.2 $— $792.2 $793.0 $— $793.0 
Customer relationships
10 - 20
1,466.0 (468.7)997.3 1,519.9 (464.4)1,055.5 
Distribution agreements
15 and 19
29.2 (27.3)1.9 29.2 (26.0)3.2 
Trademarks
5 and 12
15.5 (11.2)4.3 15.5 (9.6)5.9 
Software
7
16.0 (0.5)15.5 — — — 
$2,318.9 $(507.7)$1,811.2 $2,357.6 $(500.0)$1,857.6 
(1)    Excludes the original cost and related accumulated amortization of fully-amortized intangible assets.
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter:
For the year ending December 31,(In millions)
2024$22.0 
202585.8 
202680.4 
202777.6 
202875.9 
Thereafter677.3 
Total
$1,019.0 
v3.24.3
STOCK-BASED COMPENSATION (Tables)
9 Months Ended
Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
During the three and nine months ended September 30, 2024 and 2023, Wesco granted the following stock options, restricted stock units, and performance-based awards at the following weighted-average fair values:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Stock options granted— 1,593 85,425 78,729 
Weighted-average fair valuen/a$72.57 $72.05 $76.69 
Restricted stock units granted1,942 1,649 240,233 175,513 
Weighted-average fair value$150.44 $140.91 $157.13 $170.13 
Performance-based awards granted(1)
540 662 194,105 212,107 
Weighted-average fair value(1)
$147.26 $115.04 $108.94 $86.97 
(1)    As described further below, the nine months ended September 30, 2024 includes performance-based awards granted in February 2021 for which actual achievement levels were certified in February 2024, as well as performance-based awards granted during the nine months ended September 30, 2024.
Share-based Payment Arrangement, Option and Stock Appreciation Rights, Activity [Table Text Block]
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
818,284 $59.55   
     Granted— —   
     Exercised(44,063)62.58  
     Forfeited(727)76.25   
Outstanding at September 30, 2024
773,494 $59.37 4.4$84.0 
Exercisable at September 30, 2024
773,494 $59.37 4.4$84.0 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $4.7 million.
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]
The following table sets forth a summary of restricted stock units and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
407,613 $127.49 
     Granted240,233 157.13 
     Vested(193,762)115.40 
     Forfeited(27,973)142.78 
Unvested at September 30, 2024
426,111 $148.54 
Schedule of Nonvested Performance-based Units Activity [Table Text Block]
The following table sets forth a summary of performance-based awards and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Fair
Value
Unvested at December 31, 2023
254,859 $115.15 
     Granted(1)
194,105 108.94 
     Vested(223,042)77.08 
     Forfeited(7,065)154.19 
Unvested at September 30, 2024
218,857 $147.18 
(1)    Includes 80,951 performance-based awards granted in February 2024 with a fair value of $152.07 and three-year performance period ending December 31, 2026, and 111,521 of additional performance-based awards related to awards originally granted in February 2021 with a fair value of $77.08 and three-year performance period ended December 31, 2023 for which actual achievement levels were certified in February 2024.
Share-Based Payment Arrangement, Option, Activity
The following table sets forth a summary of stock options and related information for the nine months ended September 30, 2024:
AwardsWeighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term (In years)
Aggregate
Intrinsic
Value
(In millions)
Outstanding at December 31, 2023
163,082 $144.51   
     Granted85,425 152.07   
     Exercised(3,053)122.09  
     Forfeited(6,343)154.71   
Outstanding at September 30, 2024
239,111 $147.23 8.4$5.2 
Exercisable at September 30, 2024
79,145 $136.93 7.7$2.5 
For the nine months ended September 30, 2024, the aggregate intrinsic value of stock options exercised during such period was not material.
Stock Appreciation Rights (SARs) [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
The fair values of stock options, as disclosed in the table above, were estimated using the following weighted-average assumptions in the respective periods:
Three Months EndedNine Months Ended
September 30,
2024
September 30,
2023
September 30,
2024
September 30,
2023
Risk free interest raten/a4.4 %4.2 %4.1 %
Expected life (in years)n/a555
Expected volatilityn/a52 %55 %50 %
Expected dividend yieldn/a0.96 %1.09 %0.89 %
v3.24.3
EARNINGS PER SHARE (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
The following table sets forth the computation of basic and diluted earnings per share for the periods presented:
Three Months EndedNine Months Ended
 September 30September 30
(In millions, except per share data)2024202320242023
Net income attributable to WESCO International, Inc.$204.3 $233.4 $552.2 $623.6 
Less: Preferred stock dividends14.4 14.4 43.1 43.1 
Net income attributable to common stockholders$189.9 $219.0 $509.1 $580.5 
Weighted-average common shares outstanding used in computing basic earnings per share
49.1 51.2 50.0 51.2 
Common shares issuable upon exercise of dilutive equity awards
0.7 1.0 0.8 1.2 
Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share49.8 52.2 50.8 52.4 
Earnings per share attributable to common stockholders
Basic$3.87 $4.28 $10.18 $11.34 
Diluted$3.81 $4.20 $10.02 $11.08 
v3.24.3
DEBT (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following table sets forth Wesco's outstanding indebtedness:
As of
September 30,
2024
December 31,
2023
(In millions)
International lines of credit$0.8 $1.0 
Accounts Receivable Securitization Facility1,450.0 1,550.0 
Revolving Credit Facility485.0 953.0 
6.00% Anixter Senior Notes due 20254.2 4.2 
7.125% Senior Notes due 2025— 1,500.0 
7.250% Senior Notes due 2028, less debt discount of $4.7 and $5.6 in 2024 and 2023, respectively
1,320.3 1,319.4 
6.375% Senior Notes due 2029900.0 — 
6.625% Senior Notes due 2032850.0 — 
Finance lease obligations58.2 31.4 
Total debt5,068.5 5,359.0 
Plus: Fair value adjustments to the Anixter Senior Notes0.1 0.1 
Less: Unamortized debt issuance costs(45.9)(37.4)
Less: Short-term debt and current portion of long-term debt(14.9)(8.6)
Total long-term debt$5,007.8 $5,313.1 
v3.24.3
EMPLOYEE BENEFIT PLANS Schedule of Net Benefit Costs (Tables)
9 Months Ended
Sep. 30, 2024
Postemployment Benefits [Abstract]  
Schedule of Net Benefit Costs [Table Text Block]
The following table sets forth the components of net periodic pension cost (benefit) for the Company’s defined benefit plans:
Three Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$— $— $0.4 $1.2 $0.4 $1.2 
Interest cost— 4.6 3.2 2.9 3.2 7.5 
Expected return on plan assets— (4.3)(3.2)(3.1)(3.2)(7.4)
Recognized actuarial gain(3)
— — (0.2)(0.3)(0.2)(0.3)
Settlement(2.2)— — — (2.2)— 
Net periodic pension (benefit) cost$(2.2)$0.3 $0.2 $0.7 $(2.0)$1.0 
Nine Months Ended September 30
(In millions)202420232024202320242023
Domestic Plan(1)
Foreign Plans(2)
Total
Service cost$— $— $1.4 $3.6 $1.4 $3.6 
Interest cost1.1 7.8 12.5 8.6 13.6 16.4 
Expected return on plan assets(0.3)(7.3)(13.0)(9.1)(13.3)(16.4)
Recognized actuarial gain(3)
— — (0.4)(0.9)(0.4)(0.9)
Settlement3.3 — — — 3.3 — 
Net periodic pension cost$4.1 $0.5 $0.5 $2.2 $4.6 $2.7 
(1)    Defined as the Anixter Inc. Pension Plan, which was settled during the first quarter of 2024, as described below.
(2)    Defined as the EECOL Electric ULC Retirement Plan, the EECOL Electric ULC Supplemental Executive Retirement Plan, the Pension Plan for Employees of Anixter Canada Inc., and various defined benefit pension plans covering employees of foreign subsidiaries in Europe.
(3)    For the three and nine months ended September 30, 2024 and 2023, no material amounts were reclassified from accumulated other comprehensive income into net income.
v3.24.3
Segment Reporting (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table sets forth net sales by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$2,151.2 $2,190.7 $6,423.1 $6,526.1 
CSS1,955.1 1,778.0 5,491.1 5,360.9 
UBS1,383.1 1,675.7 4,404.9 5,024.8 
Total$5,489.4 $5,644.4 $16,319.1 $16,911.8 
The following table sets forth adjusted EBITDA and adjusted EBITDA margin % by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$186.3$191.5$547.0$563.5
Adjusted EBITDA Margin
8.7 %8.7 %8.5 %8.6 %
CSS$175.2$175.5$453.2$510.5
Adjusted EBITDA Margin
9.0 %9.9 %8.3 %9.5 %
UBS$156.5$196.4$499.4$572.7
Adjusted EBITDA Margin
11.3 %11.7 %11.3 %11.4 %
The following table sets forth depreciation and amortization by reportable segment for the periods presented:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$12.2$10.9$34.8$32.3
CSS17.618.053.953.9
UBS6.96.321.318.7
Corporate9.39.927.631.5
Total$46.0$45.1$137.6$136.4
The following table sets forth other (income) expense, net by reportable segment for the periods presented, which primarily consists of net foreign currency exchange (gains) losses and the gain on the divestiture of the WIS business:
Three Months Ended September 30Nine Months Ended September 30
(In millions)2024202320242023
EES$5.6$1.7$14.3$12.0
CSS4.79.739.438.2
UBS
(19.7)0.6(122.1)(0.5)
Corporate(15.5)(8.3)(30.9)(35.1)
Total$(24.9)$3.7$(99.3)$14.6
The following table sets forth total assets by reportable segment for the periods presented:
As of
(In millions)September 30,
2024
December 31,
2023
EES$4,648.2 $4,553.6 
CSS5,830.7 5,626.6 
UBS3,671.1 3,908.5 
Corporate(1)
1,125.0 972.2 
Total$15,275.0 $15,060.9 
(1)    Total assets for Corporate primarily consist of cash and cash equivalents, deferred income taxes, property, buildings and equipment, capitalized cloud computing arrangement costs, operating lease assets, and pension assets.
The following table reconciles adjusted EBITDA by segment to income before income taxes, for the periods presented:
Three Months Ended September 30
Nine Months Ended September 30
(In millions)2024202320242023
Adjusted EBITDA by segment
EES$186.3 $191.5 $547.0 $563.5 
CSS175.2 175.5 453.2 510.5 
UBS156.5 196.4 499.4 572.7 
Total segment adjusted EBITDA518.0 563.4 1,499.6 1,646.7 
Less:
Corporate expenses not allocated to segments132.9 134.9 429.3 409.6 
Interest expense, net86.5 98.5 279.8 292.3 
Depreciation and amortization46.0 45.1 137.6 136.4 
Other (income) expense, net
(24.9)3.7 (99.3)14.6 
Stock-based compensation expense allocated to segments3.5 2.9 10.6 10.0 
Income before income taxes$274.0 $278.3 $741.6 $783.8 
v3.24.3
ACCOUNTING POLICIES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Accounting Policies [Abstract]                    
Supplier Finance Program, Obligation $ 21.3           $ 21.3   $ 32.6  
Dividends, Preferred Stock 14.4 $ 14.4 $ 14.4 $ 14.4 $ 14.4 $ 14.4        
Dividends, Common Stock (20.2) $ (20.3) $ (20.9) (19.1) $ (19.2) $ (19.2)        
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents $ 706.8     $ 631.4     706.8 $ 631.4 $ 524.1 $ 527.3
Assets Disposed of by Method Other than Sale, in Period of Disposition, Gain (Loss) on Disposition             $ 17.8 $ 0.0    
v3.24.3
REVENUE (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Disaggregation of Revenue [Line Items]          
Deferred Revenue $ 135.0   $ 135.0   $ 111.9
Revenue from Contract with Customer, Excluding Assessed Tax 5,489.4 $ 5,644.4 16,319.1 $ 16,911.8  
Cost of goods sold 4,276.7 4,422.4 12,770.5 13,238.9  
Contract with Customer, Refund Liability 41.0   41.0   $ 41.3
EES          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 2,151.2 2,190.7 6,423.1 6,526.1  
CSS          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 1,955.1 1,778.0 5,491.1 5,360.9  
UBS          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 1,383.1 1,675.7 4,404.9 5,024.8  
UNITED STATES          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 4,041.4 4,166.5 12,089.5 12,529.5  
CANADA          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 763.7 765.8 2,226.6 2,298.3  
Non-US [Member]          
Disaggregation of Revenue [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 684.3 712.1 2,003.0 2,084.0  
Shipping and Handling [Member]          
Disaggregation of Revenue [Line Items]          
Cost of goods sold $ 80.9 $ 76.4 $ 226.2 $ 232.4  
v3.24.3
REVENUE Deferred Revenue (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]          
Deferred Revenue $ 135.0   $ 135.0   $ 111.9
Contract with Customer, Asset, before Allowance for Credit Loss 40.7   40.7   35.4
Deferred Revenue, Revenue Recognized 3.2 $ 22.1 60.3 $ 64.1  
Contract with Customer, Refund Liability $ 41.0   $ 41.0   $ 41.3
v3.24.3
REVENUE Shipping and Handling Costs (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Cost of goods sold $ 4,276.7 $ 4,422.4 $ 12,770.5 $ 13,238.9
Shipping and Handling [Member]        
Cost of goods sold $ 80.9 $ 76.4 $ 226.2 $ 232.4
v3.24.3
REVENUE Variable Consideration (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, Methods, Inputs, and Assumptions Used [Abstract]        
Revenue, Variable Consideration Constraint Increase (Decrease) $ 110.4 $ 118.4 $ 331.2 $ 333.5
v3.24.3
REVENUE Revenue, Performance Obligation (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]        
Cost of goods sold $ 4,276.7 $ 4,422.4 $ 12,770.5 $ 13,238.9
v3.24.3
Business Combinations and Asset Acquisitions (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Jul. 01, 2024
Jun. 03, 2024
Apr. 01, 2024
Sep. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Asset Acquisition [Line Items]              
Goodwill       $ 3,217,700 $ 3,217,700   $ 3,262,300
Proceeds from Divestiture of Businesses, Net of Cash Divested     $ 334,200   354,900 $ 0  
Base purchase price for divestiture of business.     $ 350,000        
Gain (Loss) on Disposition of Business       19,300 122,200 $ 0  
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred       20,700      
entroCIM              
Asset Acquisition [Line Items]              
Business Acquisition, Effective Date of Acquisition   Jun. 03, 2024          
Fair value of cash consideration         30,100    
Total purchase consideration         36,500    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High       8,000 8,000    
Business Combination, Contingent Consideration, Liability       6,400 6,400    
Intangible assets       8,000 8,000    
Goodwill       29,000 29,000    
Ascent              
Asset Acquisition [Line Items]              
Business Acquisition, Effective Date of Acquisition Jul. 01, 2024            
Fair value of cash consideration         11,600    
Total purchase consideration         13,200    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High $ 2,900            
Intangible assets       $ 5,900 $ 5,900    
v3.24.3
GOODWILL (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Goodwill [Line Items]          
Goodwill $ 3,217.7   $ 3,217.7   $ 3,262.3
Goodwill, Foreign Currency Translation Gain (Loss)     (19.0)    
Goodwill, Acquired During Period     32.5    
Goodwill, Transfers     (58.1)    
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Assets, Gross 2,318.9   2,318.9   2,357.6
Finite-Lived Intangible Assets, Accumulated Amortization (507.7)   (507.7)   (500.0)
Finite-Lived Intangible Assets, Net 1,811.2   1,811.2   1,857.6
Finite-Lived Intangible Asset, Expected Amortization, Year One 22.0   22.0    
Finite-Lived Intangible Asset, Expected Amortization, Year Two 85.8   85.8    
Finite-Lived Intangible Asset, Expected Amortization, Year Three 80.4   80.4    
Finite-Lived Intangible Asset, Expected Amortization, Year Four 77.6   77.6    
Finite-Lived Intangible Asset, Expected Amortization, Year Five 75.9   75.9    
Finite-Lived Intangible Asset, Expected Amortization, after Year Five 677.3   677.3    
Finite-Lived Intangible Asset, Expected Amortization, Total 1,019.0   1,019.0    
Amortization of Intangible Assets 21.5 $ 22.1 65.3 $ 66.5  
Amortization of Intangible Assets 21.5 $ 22.1 65.3 $ 66.5  
Finite-Lived Intangible Asset, Expected Amortization, Year Three 80.4   80.4    
Finite-Lived Intangible Asset, Expected Amortization, Year Four 77.6   77.6    
Finite-Lived Intangible Asset, Expected Amortization, Year Five 75.9   75.9    
Finite-Lived Intangible Asset, Expected Amortization, after Year Five 677.3   677.3    
Trademarks [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Assets, Gross 15.5   15.5   15.5
Finite-Lived Intangible Assets, Accumulated Amortization (11.2)   (11.2)   (9.6)
Finite-Lived Intangible Assets, Net 4.3   4.3   5.9
Customer Relationships [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Assets, Gross 1,466.0   1,466.0   1,519.9
Finite-Lived Intangible Assets, Accumulated Amortization (468.7)   (468.7)   (464.4)
Finite-Lived Intangible Assets, Net 997.3   997.3   1,055.5
Distribution Rights [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Assets, Gross 29.2   29.2   29.2
Finite-Lived Intangible Assets, Accumulated Amortization (27.3)   (27.3)   (26.0)
Finite-Lived Intangible Assets, Net $ 1.9   $ 1.9   3.2
Computer Software, Intangible Asset          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 7 years   7 years    
Finite-Lived Intangible Assets, Gross $ 16.0   $ 16.0   0.0
Finite-Lived Intangible Assets, Accumulated Amortization (0.5)   (0.5)   0.0
Finite-Lived Intangible Assets, Net $ 15.5   $ 15.5   0.0
Minimum [Member] | Trademarks [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 5 years   5 years    
Minimum [Member] | Customer Relationships [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 10 years   10 years    
Minimum [Member] | Distribution Rights [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 15 years   15 years    
Maximum [Member] | Trademarks [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 12 years   12 years    
Maximum [Member] | Customer Relationships [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 20 years   20 years    
Maximum [Member] | Distribution Rights [Member]          
Finite-Lived Intangible Assets [Line Items]          
Finite-Lived Intangible Asset, Useful Life 19 years   19 years    
EES          
Goodwill [Line Items]          
Goodwill $ 829.8   $ 829.8   838.1
Goodwill, Foreign Currency Translation Gain (Loss)     (11.8)    
Goodwill, Acquired During Period     3.5    
Goodwill, Transfers     0.0    
CSS          
Goodwill [Line Items]          
Goodwill 1,238.8   1,238.8   1,211.6
Goodwill, Foreign Currency Translation Gain (Loss)     (1.8)    
Goodwill, Acquired During Period     29.0    
Goodwill, Transfers     0.0    
UBS          
Goodwill [Line Items]          
Goodwill 1,149.1   1,149.1   1,212.6
Goodwill, Foreign Currency Translation Gain (Loss)     (5.4)    
Goodwill, Acquired During Period     0.0    
Goodwill, Transfers     (58.1)    
Trademarks [Member]          
Finite-Lived Intangible Assets [Line Items]          
Indefinite-lived Intangible Assets (Excluding Goodwill) $ 792.2   $ 792.2   $ 793.0
v3.24.3
STOCK-BASED COMPENSATION AWARDS (Details) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Stock Appreciation Rights (SARs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)     0  
Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares) 1,942 1,649 240,233 175,513
Granted, Weighted Average Fair Value (in dollars per share) $ 150.44 $ 140.91 $ 157.13 $ 170.13
Performance Shares [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares) 540 662 194,105 212,107
Granted, Weighted Average Fair Value (in dollars per share) $ 147.26 $ 115.04 $ 108.94 $ 86.97
Performance Shares [Member] | 2020 Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted, Weighted Average Fair Value (in dollars per share)     $ 77.08  
Performance Shares [Member] | 2021 Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)     111,521  
Granted, Weighted Average Fair Value (in dollars per share)     $ 77.08  
Share-based Payment Arrangement, Option        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares) 0 1,593 85,425 78,729
Granted, Weighted Average Fair Value (in dollars per share)   $ 72.57 $ 72.05 $ 76.69
v3.24.3
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS AND STOCK APPRECIATION RIGHTS AWARD ACTIVITY (Details) - Stock Appreciation Rights (SARs) [Member] - USD ($)
$ / shares in Units, $ in Millions
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 773,494 818,284
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 59.37 $ 59.55
Granted (in shares) 0  
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 0  
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised (44,063)  
Weighted Average Exercise Price, Exercises in Period (in dollars per share) $ 62.58  
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (727)  
Weighted Average Exercise Price, Forfeitures in Period (in dollars per share) $ 76.25  
Weighted Average Remaining Contractual Term, Outstanding (in years) 4 years 4 months 24 days  
Aggregate Intrinsic Value, Outstanding $ 84.0  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number 773,494  
Weighted Average Exercise Price, Exercisable (in dollars per share) $ 59.37  
Weighted Average Remaining Contractual Term, Exercisable (in years) 4 years 4 months 24 days  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value $ 84.0  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value $ 4.7  
v3.24.3
SCHEDULE OF SHARE-BASED PAYMENT AWARD, VALUATION ASSUMPTIONS (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Rate
Sep. 30, 2024
Rate
Sep. 30, 2023
Rate
Share-Based Payment Arrangement [Abstract]      
WESCO expected volatility 52.00% 55.00% 50.00%
Risk free interest rate 4.40% 4.20% 4.10%
Expected life (in years) 5 years 5 years 5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate 0.96% 1.09% 0.89%
v3.24.3
SUMMARY OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Performance-based awards outstanding (in shares) 426,111   426,111   407,613
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value $ 148.54   $ 148.54   $ 127.49
Granted (in shares) 1,942 1,649 240,233 175,513  
Granted, Weighted Average Fair Value (in dollars per share) $ 150.44 $ 140.91 $ 157.13 $ 170.13  
Vested (in shares)     (193,762)    
Vested in Period, Weighted Average Fair Value (in dollars per share)     $ 115.40    
Forfeited (in shares)     (27,973)    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value     $ 142.78    
v3.24.3
SUMMARY OF PERFORMANCE-BASED AWARDS (Details) - Performance Shares [Member] - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]          
Unvested (in shares) 218,857   218,857   254,859
Granted (in shares) 540 662 194,105 212,107  
Vested (in shares)     (223,042)    
Forfeited (in shares)     (7,065)    
Unvested, Weighted Average Fair Value (in dollars per share) $ 147.18   $ 147.18   $ 115.15
Granted, Weighted Average Fair Value (in dollars per share) $ 147.26 $ 115.04 108.94 $ 86.97  
Forfeited in Period, Weighted Average Fair Value (in dollars per share)     $ 154.19    
2024 Performance Shares          
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]          
Granted (in shares)     80,951    
Granted, Weighted Average Fair Value (in dollars per share)     $ 152.07    
v3.24.3
STOCK-BASED COMPENSATION (Details) - USD ($)
$ in Millions
3 Months Ended 5 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
May 31, 2028
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2027
Dec. 31, 2026
Dec. 31, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense   $ 6.8 $ 10.8   $ 19.6 $ 34.7      
Total unrecognized compensation cost   $ 60.4     $ 60.4        
Forecast [Member]                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense $ 10.1     $ 0.3     $ 3.7 $ 18.0 $ 28.3
v3.24.3
Summary of Non-Qualified Stock Options (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Stock Appreciation Rights (SARs) [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 773,494   773,494   818,284
Granted (in shares)     0    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised     (44,063)    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures     (727)    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number 773,494   773,494    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 59.37   $ 59.37   $ 59.55
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price     0    
Weighted Average Exercise Price, Exercises in Period (in dollars per share)     62.58    
Weighted Average Exercise Price, Forfeitures in Period (in dollars per share)     76.25    
Weighted Average Exercise Price, Exercisable (in dollars per share) $ 59.37   $ 59.37    
Weighted Average Remaining Contractual Term, Outstanding (in years)     4 years 4 months 24 days    
Aggregate Intrinsic Value, Outstanding $ 84.0   $ 84.0    
Weighted Average Remaining Contractual Term, Exercisable (in years)     4 years 4 months 24 days    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value $ 84.0   $ 84.0    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value     $ 4.7    
Share-based Payment Arrangement, Option          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 239,111   239,111   163,082
Granted (in shares) 0 1,593 85,425 78,729  
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised     (3,053)    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures     (6,343)    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number 79,145   79,145    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 147.23   $ 147.23   $ 144.51
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price     152.07    
Weighted Average Exercise Price, Exercises in Period (in dollars per share)     122.09    
Weighted Average Exercise Price, Forfeitures in Period (in dollars per share)     154.71    
Weighted Average Exercise Price, Exercisable (in dollars per share) $ 136.93   $ 136.93    
Weighted Average Remaining Contractual Term, Outstanding (in years)     8 years 4 months 24 days    
Aggregate Intrinsic Value, Outstanding $ 5.2   $ 5.2    
Weighted Average Remaining Contractual Term, Exercisable (in years)     7 years 8 months 12 days    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value $ 2.5   $ 2.5    
v3.24.3
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]                
Net income (loss) attributable to WESCO International, Inc. $ 204.3 $ 232.1 $ 115.8 $ 233.4 $ 193.1 $ 197.1 $ 552.2 $ 623.6
Weighted average common shares outstanding used in computing basic earnings per share (in shares) 49.1     51.2     50.0 51.2
Common shares issuable upon exercise of dilutive stock options (in shares) 0.7     1.0     0.8 1.2
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in shares) 49.8     52.2     50.8 52.4
Diluted (in dollars per share) $ 3.81     $ 4.20     $ 10.02 $ 11.08
Basic (in dollars per share) $ 3.87     $ 4.28     $ 10.18 $ 11.34
Net Income (Loss) Available to Common Stockholders, Basic $ 189.9     $ 219.0     $ 509.1 $ 580.5
Preferred Stock Dividends, Income Statement Impact $ 14.4     $ 14.4     $ 43.1 $ 43.1
v3.24.3
EARNINGS PER SHARE (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Treasury Stock, Value, Acquired, Cost Method $ 25.3 $ 303.0 $ 50.5 $ 50.5    
Treasury Stock, Common [Member]            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Treasury Stock, Shares, Acquired 161,614       2,183,937 325,449
Treasury Stock, Shares, Acquired 161,614       2,183,937 325,449
Treasury Stock, Value, Acquired, Cost Method $ 25.3       $ 378.8 $ 50.5
Stock Appreciation Rights (SARs) [Member]            
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]            
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount       100,000 200,000 200,000
v3.24.3
SCHEDULE OF DEBT (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Finance lease obligations $ 58.2 $ 31.4
Total debt 5,068.5 5,359.0
Fair value adjustment to the Anixter Notes 0.1 0.1
Unamortized debt issuance costs (45.9) (37.4)
Short-term debt and current portion of long-term debt (14.9) (8.6)
Total long-term debt 5,007.8 5,313.1
Foreign Line of Credit    
Debt Instrument [Line Items]    
Long-term Debt 0.8 1.0
Accounts Receivable Securitization Facility    
Debt Instrument [Line Items]    
Long-term Debt 1,450.0 1,550.0
Revolving Credit Facility    
Debt Instrument [Line Items]    
Long-term Debt 485.0 953.0
6.00% Senior Notes due 2025    
Debt Instrument [Line Items]    
Long-term Debt 4.2 4.2
7.125% Senior Notes due 2025    
Debt Instrument [Line Items]    
Long-term Debt 0.0  
7.250% Senior Notes due 2028    
Debt Instrument [Line Items]    
Long-term Debt 1,320.3 1,319.4
Debt Instrument, Unamortized Discount $ 4.7 5.6
6.375% Senior Notes due 2029    
Debt Instrument [Line Items]    
Long-term Debt   0.0
6.625% Senior Notes due 2032    
Debt Instrument [Line Items]    
Long-term Debt   $ 0.0
v3.24.3
DEBT - Narrative (Details) - USD ($)
$ in Thousands
7 Months Ended 9 Months Ended 12 Months Ended 24 Months Ended 36 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Mar. 15, 2029
Mar. 14, 2029
Mar. 14, 2028
Mar. 14, 2027
Jun. 14, 2025
Jun. 14, 2024
Mar. 14, 2026
Mar. 07, 2024
Mar. 15, 2032
Mar. 14, 2027
Dec. 31, 2023
Debt Instrument [Line Items]                          
Gain (Loss) on Extinguishment of Debt   $ 6,800                      
Percentage of principal amount of Senior Notes accelerated under default 25.00% 25.00%                      
Accounts Receivable Securitization Facility                          
Debt Instrument [Line Items]                          
Line of Credit Facility, Maximum Borrowing Capacity $ 1,550,000 $ 1,550,000                     $ 1,625,000
Line of Credit Facility, Opportunity to Increase Borrowing Capacity 300,000                 $ 125,000      
Debt Instrument, Maturity Date   Mar. 01, 2027                      
6.375% Senior Notes due 2029                          
Debt Instrument [Line Items]                          
Debt Instrument, Maturity Date   Mar. 15, 2029                      
Debt Instrument, Face Amount $ 900,000 $ 900,000                      
Debt Instrument, Interest Rate, Stated Percentage 6.375% 6.375%                      
Discount percentage of par value 100.00% 100.00%                      
Debt Issuance Costs, Gross $ 11,300 $ 11,300                      
6.375% Senior Notes due 2029 | Forecast [Member]                          
Debt Instrument [Line Items]                          
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed     100.00%   101.594% 103.188%     35.00%        
6.625% Senior Notes due 2032                          
Debt Instrument [Line Items]                          
Debt Instrument, Maturity Date   Mar. 15, 2032                      
Debt Instrument, Face Amount $ 850,000 $ 850,000                      
Debt Instrument, Interest Rate, Stated Percentage 6.625% 6.625%                      
Debt Issuance Costs, Gross $ 10,600 $ 10,600                      
6.625% Senior Notes due 2032 | Forecast [Member]                          
Debt Instrument [Line Items]                          
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed       101.657% 103.313%           100.00% 35.00%  
7.125% Senior Notes due 2025                          
Debt Instrument [Line Items]                          
Debt Instrument, Maturity Date   Jun. 15, 2025                      
Debt Instrument, Face Amount                         $ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage                         7.125%
Discount percentage of par value                         100.00%
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed   100.00%           101.781%          
7.125% Senior Notes due 2025 | Forecast [Member]                          
Debt Instrument [Line Items]                          
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed             100.00%            
v3.24.3
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Penson Cost (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]        
Service cost $ 0.4 $ 1.2 $ 1.4 $ 3.6
Interest cost 3.2 7.5 13.6 16.4
Expected return on plan assets (3.2) (7.4) (13.3) (16.4)
Recognized actuarial gain (0.2) (0.3) (0.4) (0.9)
Pension Cost (Reversal of Cost) (2.2) 0.0 3.3 0.0
Net periodic pension (benefit) cost (2.0) 1.0 4.6 2.7
Pension Plan [Member]        
Defined Benefit Plan Disclosure [Line Items]        
Other Nonoperating Gains (Losses) (2.4) (0.2) 3.2 (0.9)
UNITED STATES        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 0.0 0.0 0.0 0.0
Interest cost 0.0 4.6 1.1 7.8
Expected return on plan assets 0.0 (4.3) (0.3) (7.3)
Recognized actuarial gain 0.0 0.0 0.0 0.0
Pension Cost (Reversal of Cost) (2.2) 0.0 3.3 0.0
Net periodic pension (benefit) cost (2.2) 0.3 4.1 0.5
Foreign Plan        
Defined Benefit Plan Disclosure [Line Items]        
Service cost 0.4 1.2 1.4 3.6
Interest cost 3.2 2.9 12.5 8.6
Expected return on plan assets (3.2) (3.1) (13.0) (9.1)
Recognized actuarial gain (0.2) (0.3) (0.4) (0.9)
Pension Cost (Reversal of Cost) 0.0 0.0 0.0 0.0
Net periodic pension (benefit) cost $ 0.2 $ 0.7 $ 0.5 $ 2.2
v3.24.3
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Feb. 12, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]              
Defined Contribution Plan, Cost   $ 18.8   $ 15.9 $ 58.4 $ 58.8  
Pension Cost (Reversal of Cost)   (2.2)   0.0 3.3 0.0  
Service cost   0.4   1.2 1.4 3.6  
Interest cost   3.2   7.5 13.6 16.4  
Expected return on plan assets   (3.2)   (7.4) (13.3) (16.4)  
Recognized actuarial gain   (0.2)   (0.3) (0.4) (0.9)  
Net periodic pension (benefit) cost   (2.0)   1.0 4.6 2.7  
Pension Cost (Reversal of Cost)   (2.2)   0.0 3.3 0.0  
Foreign Plan              
Defined Benefit Plan Disclosure [Line Items]              
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year   7.0     7.0    
Defined Benefit Plan, Plan Assets, Contributions by Employer   1.0     4.4    
Pension Cost (Reversal of Cost)   0.0   0.0 0.0 0.0  
Service cost   0.4   1.2 1.4 3.6  
Interest cost   3.2   2.9 12.5 8.6  
Expected return on plan assets   (3.2)   (3.1) (13.0) (9.1)  
Recognized actuarial gain   (0.2)   (0.3) (0.4) (0.9)  
Net periodic pension (benefit) cost   0.2   0.7 0.5 2.2  
Pension Cost (Reversal of Cost)   0.0   0.0 0.0 0.0  
UNITED STATES              
Defined Benefit Plan Disclosure [Line Items]              
Defined Benefit Plan, Benefit Obligation, (Increase) Decrease for Settlement $ 138.8            
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Assets Transferred to (from) Plan     $ 30.6        
Excise and Sales Taxes   4.8          
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]     Other Nonoperating Income (Expense)        
Pension Cost (Reversal of Cost)   (2.2)   0.0 3.3 0.0  
Service cost   0.0   0.0 0.0 0.0  
Interest cost   0.0   4.6 1.1 7.8  
Expected return on plan assets   0.0   (4.3) (0.3) (7.3)  
Recognized actuarial gain   0.0   0.0 0.0 0.0  
Net periodic pension (benefit) cost   (2.2)   0.3 4.1 0.5  
Pension Cost (Reversal of Cost)   (2.2)   0.0 3.3 0.0  
Pension Plan [Member]              
Defined Benefit Plan Disclosure [Line Items]              
Other Nonoperating Gains (Losses)   (2.4)   $ (0.2) 3.2 $ (0.9)  
WESCODeferredCompensationPlanMember              
Defined Benefit Plan Disclosure [Line Items]              
Deferred Compensation Liability, Classified, Noncurrent   $ 32.5     $ 32.5   $ 27.4
v3.24.3
FAIR VALUE (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative, Notional Amount $ 354.3 $ 168.4
Senior Notes [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt, Fair Value 3,177.8 2,880.3
Long-term Debt $ 3,074.6 $ 2,823.7
v3.24.3
INCOME TAXES (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Contingency [Line Items]        
Effective tax rate 25.30% 15.90% 25.40% 20.40%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount   $ 7.6 $ 8.6  
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount   $ 11.9   $ 11.9
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount $ 10.5     $ 10.5
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-Based Payment Arrangement, Percent       2970000000.00%
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent   1080.00% 120.00% 660.00%
v3.24.3
INCOME TAXES Income Tax Rates (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Effective Income Tax Rate Reconciliation, Percent 25.30% 15.90% 25.40% 20.40%
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent   1080.00% 120.00% 660.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount   $ 7.6 $ 8.6  
v3.24.3
Segment Reporting (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 5,489.4 $ 5,644.4 $ 16,319.1 $ 16,911.8  
Depreciation, Depletion and Amortization 46.0 45.1 137.6 136.4  
Other Nonoperating Income (Expense) 24.9 (3.7) 99.3 (14.6)  
Assets 15,275.0   15,275.0   $ 15,060.9
EES          
Segment Reporting, Revenue Reconciling Item [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 2,151.2 2,190.7 6,423.1 6,526.1  
Adjusted EBITDA $ 186.3 $ 191.5 $ 547.0 $ 563.5  
Adjusted EBITDA Margin % 8.70% 8.70% 8.50% 8.60%  
Depreciation, Depletion and Amortization $ 12.2 $ 10.9 $ 34.8 $ 32.3  
Other Nonoperating Income (Expense) 5.6 1.7 14.3 12.0  
Assets 4,648.2   4,648.2   4,553.6
CSS          
Segment Reporting, Revenue Reconciling Item [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 1,955.1 1,778.0 5,491.1 5,360.9  
Adjusted EBITDA $ 175.2 $ 175.5 $ 453.2 $ 510.5  
Adjusted EBITDA Margin % 9.00% 9.90% 8.30% 9.50%  
Depreciation, Depletion and Amortization $ 17.6 $ 18.0 $ 53.9 $ 53.9  
Other Nonoperating Income (Expense) 4.7 9.7 39.4 38.2  
Assets 5,830.7   5,830.7   5,626.6
UBS          
Segment Reporting, Revenue Reconciling Item [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax 1,383.1 1,675.7 4,404.9 5,024.8  
Adjusted EBITDA $ 156.5 $ 196.4 $ 499.4 $ 572.7  
Adjusted EBITDA Margin % 11.30% 11.70% 11.30% 11.40%  
Depreciation, Depletion and Amortization $ 6.9 $ 6.3 $ 21.3 $ 18.7  
Other Nonoperating Income (Expense) (19.7) 0.6 (122.1) (0.5)  
Assets 3,671.1   3,671.1   3,908.5
Corporate Segment          
Segment Reporting, Revenue Reconciling Item [Line Items]          
Depreciation, Depletion and Amortization 9.3 9.9 27.6 31.5  
Other Nonoperating Income (Expense) (15.5) $ 8.3 (30.9) $ (35.1)  
Assets $ 1,125.0   $ 1,125.0   $ 972.2
v3.24.3
Segment Reporting - ADJ EBITDA Reconciliations (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Corporate expenses not allocated to segments $ 132,900,000 $ 134,900,000 $ 429,300,000 $ 409,600,000
Interest Income (Expense), Nonoperating, Net (86,500,000) (98,500,000) (279,800,000) (292,300,000)
Depreciation and amortization 46,000,000.0 45,100,000 137,600,000 136,400,000
Other Nonoperating Income (Expense) 24,900,000 (3,700,000) 99,300,000 (14,600,000)
Stock-based compensation expense 6,800,000 10,800,000 19,600,000 34,700,000
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest 274,000,000.0 278,300,000 741,600,000 783,800,000
Operating Segments        
Adjusted EBITDA 518,000,000.0 563,400,000 1,499,600,000 1,646,700,000
Stock-based compensation expense 3,500,000 2,900,000 10,600,000 10,000,000.0
EES        
Adjusted EBITDA 186,300,000 191,500,000 547,000,000.0 563,500,000
Other Nonoperating Income (Expense) 5,600,000 1,700,000 14,300,000 12,000,000.0
EES | Operating Segments        
Adjusted EBITDA 186,300,000 191,500,000 547,000,000.0 563,500,000
CSS        
Adjusted EBITDA 175,200,000 175,500,000 453,200,000 510,500,000
Other Nonoperating Income (Expense) 4,700,000 9,700,000 39,400,000 38,200,000
CSS | Operating Segments        
Adjusted EBITDA 175,200,000 175,500,000 453,200,000 510,500,000
UBS        
Adjusted EBITDA 156,500,000 196,400,000 499,400,000 572,700,000
Other Nonoperating Income (Expense) (19,700,000) 600,000 (122,100,000) (500,000)
UBS | Operating Segments        
Adjusted EBITDA $ 156,500,000 $ 196,400,000 $ 499,400,000 $ 572,700,000
v3.24.3
SUBSEQUENT EVENTS (Details) - Subsequent Event - Ascent
$ in Millions
Oct. 30, 2024
USD ($)
Subsequent Event [Line Items]  
Business Acquisition, Date of Acquisition Agreement Oct. 30, 2024
Business Combination, Price of Acquisition, Expected $ 185.0
v3.24.3
Equity (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
May 31, 2022
Equity [Abstract]              
Stock Repurchase Program, Authorized Amount             $ 1,000.0
Common Stock, Dividends, Per Share, Declared $ 0.413 $ 0.413 $ 0.413 $ 0.375 $ 0.375 $ 0.375  
Dividends, Common Stock $ 20.2 $ 20.3 $ 20.9 $ 19.1 $ 19.2 $ 19.2  
Treasury Stock, Value, Acquired, Cost Method 25.3 303.0 50.5 50.5      
Dividends, Preferred Stock $ 14.4 $ 14.4 $ 14.4 $ 14.4 $ 14.4 $ 14.4  
Preferred Stock, Dividends, Per Share, Cash Paid $ 0.664            

WESCO (NYSE:WCC-A)
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