WCC 8-K Current Reports

Wesco International 8-K Report, Regulation FD Disclosure (Nov 10, 2026)

Wesco International (WCC) hosted a virtual investor event on November 10, 2026, to highlight its "Data Center Leadership: One Partner, Complete Lifecycle, Around the World" strategy. The presentation focused on Wesco's end-to-end value proposition across its business units (Utility and Broadband Solutions - UBS, Electrical and Electronic Solutions - EES, and Communications and Security Solutions - CSS) to address the rapidly growing data center market. Wesco detailed its comprehensive "Power-to-Compute" offering, which spans the entire data center lifecycle from initial site power readiness (UBS) to the gray space (EES) and white space (CSS) infrastructure. The company emphasized its significant growth in data center sales, which have more than tripled since Q1 2024 and now represent over 20% of total sales, up from approximately 10% in 2023. This growth is attributed to the "One Wesco" approach, leveraging cross-selling opportunities and its unique competitive advantages in a market estimated to be over $100 billion. The presentation also underscored Wesco's strategic acquisitions that have expanded its capabilities and reach across the data center lifecycle.

Nov 10, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (Oct 29, 2026)

Wesco International, Inc. (NYSE: WCC) reported record third-quarter 2026 results on October 29, 2026, furnished under Item 2.02 with a press release (Exhibit 99.1) and an investor slide presentation (Exhibit 99.2) under Item 7.01. Net sales rose 16.6% year over year to $7.23 billion, with organic sales also up 16.6%. Data center sales reached $1.8 billion, up approximately 55%, and total company backlog was up approximately 80% year over year to a record level. GAAP diluted EPS was $5.43, versus $3.79 a year earlier, and adjusted diluted EPS was $5.77, up 47.2%. Adjusted EBITDA was $561.5 million, up 32.7%, with an adjusted EBITDA margin of 7.8%. Cash generation improved sharply. Operating cash flow for the quarter was $193.9 million, compared with an outflow of $82.7 million in the prior-year quarter, and free cash flow was $184.2 million. Financial leverage fell to 2.8x from 3.4x at the end of 2025. For the nine months, net sales were $19.97 billion, up 14.5%, and free cash flow was $429.9 million. Management raised its full-year 2026 outlook. Reported sales are now expected at $26.8 to $27.0 billion (up 14% to 15%), adjusted EBITDA margin at about 7.2%, and adjusted diluted EPS at $18.00 to $18.50, compared with prior ranges of $25.9 to $26.3 billion and $16.00 to $17.50. The company also said October preliminary sales per workday were up high teens and guided fourth-quarter reported sales up low to mid-teens.

Oct 29, 2026 8-K

Wesco International 8-K Report, Material Agreement (Sep 21, 2026)

On September 17, 2026, WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc. (the Company), amended its revolving credit facility (the ABL Facility) through a Ninth Amendment to its Fourth Amended and Restated Credit Agreement. The amendment extends the ABL Facility's maturity date to September 17, 2031, increases revolving commitments from $1,725 million to $1,850 million, decreases interest rate spreads on borrowings, increases certain negative covenant baskets, and makes other amendments. Barclays Bank PLC serves as administrative agent. On the same date, Wesco Distribution also amended its receivables securitization facility (the Receivables Facility) through a Tenth Amendment to its Fifth Amended and Restated Receivables Purchase Agreement. The amendment extends the scheduled termination date to September 17, 2029, increases the purchase limit from $1,550 million to $1,750 million, and decreases the drawn spread on investments funded under the facility. PNC Bank, National Association, serves as administrator. Together, these amendments extend the maturity of both core liquidity facilities and expand available borrowing capacity while lowering borrowing costs. The filing discloses the amendments under Item 1.01 and Item 2.03 and files the full agreements as Exhibits 10.1 and 10.2.

Sep 21, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Wesco International 8-K Report, Financial Results (Jul 30, 2026)

Wesco International, Inc. furnished an 8-K on July 30, 2026 reporting second-quarter 2026 results. Net sales were a record $6,665.1 million, up 13.0% year over year and up 9.6% sequentially, with organic sales up 12.6%. Data center sales reached $1.5 billion, up about 45% year over year, and total company backlog was a record, up about 60% year over year. GAAP diluted EPS was $4.23 versus $3.83, and adjusted diluted EPS was a record $4.57, up 34.8%. Adjusted EBITDA was $487.2 million, up 23.6%, with an adjusted EBITDA margin of 7.3%, up 60 basis points. Cash generation was weaker in the quarter. Operating cash flow was $53.7 million versus $107.8 million a year earlier, and free cash flow was $32.3 million versus $86.5 million, reflecting higher trade receivables and supplier prepayments. For the first six months, operating cash flow was $275.1 million and free cash flow was $245.7 million. The financial leverage ratio improved to 3.0 from 3.4 at year-end 2025, and the company issued $650 million of 5.250% notes due 2031 and $850 million of 5.500% notes due 2034 to redeem its 7.250% Senior Notes due 2028. Management raised its full-year 2026 outlook. Reported sales growth is now expected at 10% to 12% (previously 6% to 9%), with reported sales of $25.9 billion to $26.3 billion, adjusted EBITDA margin of 6.9% to 7.1%, and adjusted diluted EPS of $16.00 to $17.50 (previously $15.00 to $17.00). Free cash flow guidance was lowered to $300 million to $600 million from $500 million to $800 million. For the third quarter, the company expects reported sales up low double digits year over year, with adjusted EBITDA margin slightly lower sequentially. The filing also announced the July 1, 2026 closing of the Newark Engineering Group acquisition, which adds data center cooling capabilities.

Jul 30, 2026 8-K

Wesco International 8-K Report, Executive Changes (Jun 2, 2026)

WESCO International, Inc. filed this Form 8-K on June 2, 2026 to report three items: a consulting arrangement with former CFO David S. Schulz, and the results of its May 28, 2026 Annual Meeting of Stockholders. Schulz served as Executive Vice President and Chief Financial Officer through February 16, 2026, then continued as Executive Vice President and special advisor to the CEO until his retirement effective May 31, 2026. Effective June 1, 2026, the Company and Mr. Schulz entered into a Consulting Agreement under which he will provide consulting services as a non-employee consultant through December 31, 2026, unless extended by mutual agreement. He will receive an hourly fee, and his outstanding equity awards will continue to vest under their terms for the duration of the agreement. He remains subject to customary non-competition, non-solicitation, non-disparagement and confidentiality covenants. At the Annual Meeting, stockholders elected all ten director nominees to one-year terms expiring at the 2027 annual meeting. They also approved, on an advisory basis, the compensation of the named executive officers, with votes "for" representing over 96% of the votes cast. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. From an investor standpoint, the filing reflects a planned executive transition with a continuing advisory relationship and a clear shareholder endorsement of board nominees, executive pay and the auditor. The filing does not contain financial results or guidance. The full Consulting Agreement is filed as Exhibit 10.1.

Jun 2, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (Apr 30, 2026)

Wesco International, Inc. (NYSE: WCC) reported record first-quarter 2026 net sales of $6.08 billion, up 13.8% year over year, with organic sales growth of 12.3%. Growth was led by data center demand: data center sales reached $1.4 billion, up approximately 70% year over year and representing 24% of total Wesco sales. Total company backlog hit a record level, up 22% year over year. Net income attributable to common stockholders was $153.8 million, or $3.11 per diluted share, compared with $104.0 million, or $2.10 per diluted share, in the prior-year quarter. Adjusted diluted EPS was $3.37, up 52.5%, and adjusted EBITDA was $388.8 million, up 25.1%, with adjusted EBITDA margin of 6.4%, up 60 basis points. Cash generation improved markedly, with operating cash flow of $221.4 million versus $28.0 million a year earlier and free cash flow of $213.4 million, equal to 128% of adjusted net income according to the filing. The financial leverage ratio improved to 3.2 from 3.4 at December 31, 2025. The company issued $650 million of 5.250% Senior Notes due 2031 and $850 million of 5.500% Senior Notes due 2034, and expects to redeem its 2028 senior notes in June 2026, with more than $20 million of annualized interest savings expected beginning in June. Management raised its full-year 2026 outlook. Reported sales growth is now expected at 6% to 9% (previously 5% to 8%), with reported sales of $24.9 to $25.6 billion, and adjusted diluted EPS is now expected at $15.00 to $17.00 (previously $14.50 to $16.50). Adjusted EBITDA margin (6.6% to 7.0%) and free cash flow ($500 to $800 million) were unchanged. Management also said April preliminary sales per workday were up approximately 10%.

Apr 30, 2026 8-K

Wesco International 8-K Report, Material Agreement (Feb 27, 2026)

WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc., completed a private offering on February 27, 2026 of $650 million aggregate principal amount of 5.250% senior notes due 2031 and $850 million aggregate principal amount of 5.500% senior notes due 2034, both issued at 100.000% of principal. Net proceeds were approximately $1.48 billion after initial purchaser discounts and estimated offering expenses. The Issuer intends to use the net proceeds to redeem all of its outstanding 7.250% senior notes due 2028 on or after June 15, 2026, and to repay a portion of the amount outstanding under its ABL Facility. Before the redemption, it plans to temporarily repay borrowings under its Receivables Facility and ABL Facility, then redraw under those facilities in an aggregate amount sufficient to fund the redemption of the 2028 notes. The Notes are unsecured, unsubordinated obligations guaranteed by WESCO International, Inc. and its wholly owned subsidiary Anixter Inc. Interest is payable semi-annually on April 15 and October 15, beginning October 15, 2026. The indenture includes make-whole redemption provisions, equity-claw redemption rights, a 101% change of control repurchase offer, and covenants limiting liens, restricted payments, sale-leasebacks, and asset sales or mergers, with certain covenants terminating upon investment grade ratings. The Notes were sold in a private transaction and have not been registered under the Securities Act.

Feb 27, 2026 8-K

Wesco International 8-K Report, Corporate Update (Feb 25, 2026)

WESCO International, Inc. (NYSE: WCC) announced that its wholly owned subsidiary, WESCO Distribution, Inc., commenced and priced a private offering of senior notes to eligible purchasers, subject to market and other conditions. The offering consists of $650 million aggregate principal amount of 5.250% senior notes due 2031 and $850 million aggregate principal amount of 5.500% senior notes due 2034, with the 8-year tranche increased from the previously announced $650 million. Both tranches are priced at 100.000% of principal amount and are scheduled to settle on February 27, 2026, subject to customary closing conditions. The company estimates net proceeds of approximately $1.48 billion after deducting the initial purchasers' discount and estimated offering expenses. The Issuer intends to use the net proceeds to redeem all of its outstanding 7.250% senior notes due 2028 on or after June 15, 2026, and to repay a portion of the amount outstanding under its ABL Facility. Before the redemption, it plans to temporarily repay borrowings under its accounts receivable securitization facility and ABL Facility, then redraw under those facilities in an aggregate amount sufficient to redeem the 2028 notes. The Notes are unsecured, unsubordinated obligations of WESCO Distribution and are guaranteed on an unsecured, unsubordinated basis by WESCO International and its wholly owned subsidiary, Anixter Inc. The notes are offered only to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S, and have not been registered under the Securities Act. The filing explicitly states that it does not constitute a notice of redemption for the 2028 notes. Its forward-looking statements flag risk that the company may not consummate the Offering, including satisfaction of customary closing conditions.

Feb 25, 2026 8-K

Leadership Changes

Wesco International 8-K Report, Executive Changes (Feb 17, 2026)

WESCO International, Inc. (the "Company") filed this Form 8-K under Item 5.02 to update a leadership transition in its finance function. As previously reported in a Form 8-K filed February 10, 2026, David S. Schulz continued as Executive Vice President and Chief Financial Officer through a mutually agreed date, at which point Indraneel "Neel" Dev became Executive Vice President and Chief Financial Officer. That mutually agreed transition date was February 16, 2026. Mr. Schulz remains with the Company after the handover as Executive Vice President and special advisor to the CEO. He is scheduled to retire effective May 31, 2026. The filing does not describe any change to compensation arrangements or any other terms beyond these role and timing changes. For investors, the key takeaways are that the CFO transition has been completed on the agreed timetable, with Mr. Dev now serving as CFO, and that the outgoing CFO will remain in an advisory capacity until his May 31, 2026 retirement, which should support continuity during the handover.

Feb 17, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Wesco International 8-K Report, Financial Results (Feb 10, 2026)

WESCO International, Inc. reported record fourth-quarter 2025 net sales of $6,068.6 million, up 10.3% year over year, with organic sales up 9.2%. Full-year 2025 net sales were a record $23,510.9 million, up 7.8%, with organic sales up 8.6%. Net income attributable to common stockholders was $165.2 million in the fourth quarter (up 9.4%) and $645.8 million for the year (down 2.2%). Adjusted EBITDA was $408.6 million in the fourth quarter, up 10.3%, and $1,536.5 million for the year, up 1.8%. Fourth-quarter adjusted EPS of $3.40 rose 7.6%, and full-year adjusted EPS of $12.91 rose 5.6%. Cash generation weakened sharply. Operating cash flow was $125.0 million for 2025 versus $1,101.2 million in 2024, and free cash flow was $53.8 million versus $1,045.2 million. Management attributed the decline to higher receivables and inventories tied to strong sales growth, and said it expects to collect cash from the higher receivables balance in the first quarter. Total backlog reached a record, up 19%, and total data center sales were about $4.3 billion, up about 50% for the year. Management said the Utility & Broadband Solutions segment faced margin pressure from public power customers, while investor-owned utility sales accelerated. For 2026, the company outlined reported sales growth of 5% to 8%, adjusted EBITDA margin of about 6.8% at the midpoint, adjusted diluted EPS of $14.50 to $16.50, and free cash flow of $500 million to $800 million. The company also plans to increase its annual common stock dividend by over 10% to $2.00 per share. These materials were furnished under Items 2.02 and 7.01 and were not deemed filed.

Feb 10, 2026 8-K

Wesco International 8-K Report, Executive Changes (Feb 10, 2026)

WESCO International, Inc. (NYSE: WCC) announced in an 8-K filed February 10, 2026 that David S. Schulz, Executive Vice President and Chief Financial Officer, plans to retire effective May 31, 2026. Mr. Schulz will remain CFO through a mutually agreed date in February 2026, after which he will serve as Executive Vice President and Special Advisor to the CEO until his retirement. The filing states his decision was not the result of any disagreement with the Company or any matter regarding its operations, policies or practices. Mr. Schulz has served as CFO since 2016. The company named Indraneel "Neel" Dev as its successor, effective on the same mutually agreed February 2026 date. Mr. Dev, age 54, most recently served as CFO and Chief Revenue Officer of Congruex LLC from October 2023 to January 2026, and previously as CFO of Lumen Technologies from 2018 through April 2022. His compensation includes an annual base salary of $800,000, a target bonus of 100% of salary with a total opportunity up to 200%, a $500,000 sign-on cash bonus, and two sign-on restricted stock unit grants with grant date fair values of $1,500,000 (two-year cliff vest) and $2,800,000 (three-year cliff vest). His expected 2026 annual equity award has an aggregate grant date fair value of $2,700,000. The filing also furnishes, under Item 7.01 and not as filed, a press release dated February 10, 2026 announcing the transition. The press release describes WESCO as having approximately $24 billion in annual sales in 2025 and about 21,000 employees.

Feb 10, 2026 8-K

Wesco International 8-K Report, Executive Changes (Dec 8, 2025)

WESCO International, Inc. (NYSE: WCC) filed a Form 8-K on December 8, 2025 to report board changes. On December 5, 2025, the Board elected Michael L. Carter and David C. Wajsgras as independent non-employee directors, effective January 1, 2026. Mr. Carter is Executive Vice President and Chief Partner Officer of Truist Financial Corporation and previously headed Corporate and Investment Banking at Truist Securities. Mr. Wajsgras is the former Chief Executive Officer of Intelsat Holdings S.A. and currently serves as a director of Parsons Corporation and Martin Marietta Materials, Inc. Their compensation will be consistent with other non-employee directors, as described in the April 10, 2025 proxy statement. The filing also discloses two upcoming board retirements. Bobby Griffin will retire under the Company's director retirement age policy, and Steven Raymund notified the Company of his retirement on December 5, 2025. Both will leave the Board when their terms expire at the 2026 annual meeting of stockholders on May 28, 2026. The filing states that neither retirement is due to any disagreement with the Company, and it describes Raymund's departure as part of ongoing Board refreshment. The filing attaches a press release dated December 8, 2025 (Exhibit 99.1) announcing the appointments, which includes management commentary from Chairman, President and CEO John Engel. The filing contains no financial results or guidance.

Dec 8, 2025 8-K

Leadership ChangesMaterial Agreements

Wesco International 8-K Report, Financial Results (Oct 30, 2025)

WESCO International, Inc. reported record third-quarter 2025 net sales of $6.2 billion, up 12.9% year over year, with organic sales up 12.1%. Total data center sales were $1.2 billion, up about 60% from the prior year, and the Utility business returned to growth. GAAP diluted EPS was $3.79 compared with $3.81 a year earlier, and adjusted diluted EPS was $3.92, up 9.5%. GAAP operating profit rose 2.9% to $345.4 million, while adjusted EBITDA was $423.0 million, with an adjusted EBITDA margin of 6.8%. Operating cash flow was negative $82.7 million, compared with $302.1 million in the prior-year quarter, which the company attributed mainly to the timing of customer receipts and supplier payments. Management raised its full-year 2025 outlook for organic sales growth to 8% to 9%, up from 5% to 7%, and set an adjusted EPS range of $13.10 to $13.60. The reported sales outlook was raised to $23.3 billion to $23.6 billion. The company reduced its free cash flow outlook to $400 million to $500 million, citing higher working capital tied to rising demand and faster sales growth, and expects significant positive cash flow in the fourth quarter. The filing also describes balance sheet actions during the year. The company issued $800 million of 6.375% senior notes due 2033 and used the proceeds to redeem its $540 million 10.625% Series A Preferred Stock, which produced a $27.6 million gain excluded from adjusted results. Financial leverage was 3.5 as of September 30, 2025, compared with 2.9 at December 31, 2024. Total debt was $5,801.2 million at quarter end.

Oct 30, 2025 8-K

Wesco International 8-K Report, Agreement Terminated (Sep 12, 2025)

Wesco International, Inc. (the "Company") filed this Current Report on Form 8-K on September 12, 2025, to disclose a separation-related arrangement with Nelson J. Squires, III, Executive Vice President and General Manager, Electrical & Electronics Solutions. On September 10, 2025, the Company entered into a Release Agreement (the "Release") with Mr. Squires, which becomes effective on September 18, 2025, subject to his right to revoke before that date. Under the Release, Mr. Squires agrees to a general release of claims and to non-competition, non-solicitation, non-disparagement, and confidentiality provisions. The Release provides for certain severance benefits under the Severance section of his June 22, 2020 employment letter agreement, which was previously filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2020. It also provides tax equalization benefits for 2025 and 2026 related to certain equity grants made while Mr. Squires was on an expatriate assignment. The filing states that this Item 1.02 termination disclosure is incorporated by reference from Item 5.02. The filing does not state the dollar amount of the severance or tax equalization benefits. The full Release will be filed as an exhibit to the Company's Form 10-Q for the quarter ended September 30, 2025.

Sep 12, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Wesco International 8-K Report, Executive Changes (Aug 26, 2025)

Wesco International, Inc. (NYSE: WCC) filed a Current Report on Form 8-K dated August 26, 2025, reporting a leadership change in its Electrical & Electronics Solutions (EES) business. Nelson Squires, Executive Vice President and General Manager, Electrical & Electronic Solutions, is retiring effective September 30, 2025. The Company is appointing Daniel Castillo as Executive Vice President and General Manager of the EES business. According to the attached press release (Exhibit 99.1, dated August 25, 2025), Mr. Castillo assumes leadership effective September 1, 2025. Mr. Castillo was formerly executive vice president and president, North America for Brinks, Inc., and previously held the same title at JELD-WEN, Inc. He also served as president of Cree Lighting and held business leadership positions at Eaton and Cooper Industries. Chairman, President and CEO John Engel said the company recently reported that EES sales increased 6% year-over-year in the second quarter, led by OEM and Construction and a return to growth in Industrial. Engel attributed the momentum to increased sales tied to data center and infrastructure projects across the U.S. and Canada. The press release is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. The filing does not disclose financial results beyond the EES sales growth figure quoted in the release.

Aug 26, 2025 8-K

Corporate ChangesExhibits & Filings

Wesco International 8-K Report, Financial Results (Jul 31, 2025)

WESCO International, Inc. reported second-quarter 2025 results on July 31, 2025, as described in Exhibit 99.1 (press release) and accompanying investor slides in Exhibit 99.2. Net sales for the quarter were $5,899.6 million, up 7.7% year over year, with organic sales up 7.2%. Diluted EPS was $3.83 and adjusted diluted EPS was $3.39, up 5.6% year over year. Adjusted EBITDA was $394.2 million, down 1.5% year over year, with adjusted EBITDA margin of 6.7%, up 90 basis points sequentially. Gross margin declined 80 basis points year over year to 21.1%, reflecting large project wins and hyperscale data center mix. The quarter's GAAP EPS benefited from a $27.6 million gain on the redemption of the Series A Preferred Stock, which was completed in June using proceeds from $800 million of 6.375% Senior Notes due 2033. The company states the redemption yields approximately $32 million in annualized net income and cash flow benefits and about $0.65 in annualized EPS benefit, and that no significant debt maturities remain until 2028. Free cash flow was $86.5 million in the quarter and $95.9 million for the first six months. Management raised its full-year 2025 organic sales growth outlook to 5% to 7% from 2.5% to 6.5%, and reported sales growth outlook to 4% to 6%. Adjusted EPS guidance was narrowed to $12.50 to $14.00 from $12.00 to $14.50, maintaining the midpoint, and the adjusted EBITDA margin outlook was lowered to 6.6% to 6.8% from 6.7% to 7.2%. Free cash flow guidance of $600 million to $800 million was unchanged. Preliminary July sales per workday were up approximately 10% year over year, and data center sales surpassed $1 billion in the quarter, up 65% year over year.

Jul 31, 2025 8-K

Wesco International 8-K Report, Bylaw Amendment (Jul 18, 2025)

WESCO International, Inc. filed a Current Report on Form 8-K reporting amendments to its governing documents. On July 16, 2025, the company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State to give stockholders the right to request a special meeting of stockholders. Stockholders approved this amendment at the company's 2025 annual meeting, and the certificate took effect upon filing. The same day, the company filed a Restated Certificate of Incorporation that integrates the prior charter as amended, without further substantive changes. The Board of Directors also approved Amended and Restated By-Laws, effective July 16, 2025, which set out procedural and disclosure requirements for exercising the special meeting right and make other conforming or clarifying changes. The filing incorporates by reference the description of the charter amendment in the company's April 10, 2025 proxy statement, under "Proposal 3," and attaches the full text of the three governing documents as Exhibits 3.1, 3.2 and 3.3.

Jul 18, 2025 8-K

Leadership Changes

Wesco International 8-K Report, Executive Changes (Jun 17, 2025)

WESCO International, Inc. filed this Form 8-K dated June 17, 2025 (event date June 12, 2025) to report an executive leadership change in its Communications & Security Solutions business. William C. Geary, II, Executive Vice President and General Manager, Communications & Security Solutions, notified the company on June 12, 2025 that he is resigning to accept another position. The company is appointing Dirk Naylor to succeed him as Executive Vice President and General Manager, Communications & Security Solutions. The filing contains no financial results, guidance, or quantitative disclosures. Its substance is limited to this Item 5.02 personnel change, which is a routine management transition rather than a material financial event on the face of the filing. The filing is signed by David S. Schulz, Executive Vice President and Chief Financial Officer. For investors, the key point is the leadership transition in one of the company's business units. The filing does not state the reason for Mr. Geary's departure beyond accepting another position, nor does it describe any effect on operations or results.

Jun 17, 2025 8-K

Shareholder MattersExhibits & Filings

Wesco International 8-K Report, Shareholder Vote Results (May 28, 2025)

WESCO International, Inc. filed this Form 8-K to report the results of its Annual Meeting of Stockholders, held May 22, 2025, at which a quorum was present. Stockholders elected all ten director nominees to one-year terms expiring at the 2026 annual meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and approved amendments to the Restated Certificate of Incorporation giving stockholders the right to request a special meeting of stockholders. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. A shareholder proposal to give shareholders the ability to call a special shareholder meeting was not approved. The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).

May 28, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (May 1, 2025)

WESCO International, Inc. reported essentially flat first-quarter 2025 net sales of $5,343.7 million, down 0.1% from $5,350.0 million a year earlier, while organic sales grew 5.6% after adjusting for the divestiture of Wesco Integrated Supply, the Ascent acquisition, foreign exchange and one fewer workday. Growth was led by data center sales, which rose 70%, and by high single digit growth in the Broadband and OEM businesses, partly offset by continued weakness in utility. Diluted EPS was $2.10, up 7.7% from $1.95, and adjusted diluted EPS was $2.21 compared with $2.30, reflecting lower adjusted gross profit and higher SG&A. Gross margin was 21.1%, down 20 basis points year over year. Cash generation was weak in the quarter. Operating cash flow was $28.0 million versus $746.3 million in the prior-year period, and free cash flow was $9.4 million, with the decline attributed mainly to inventory and receivables build and the timing of payables. Adjusted EBITDA was $310.7 million compared with $340.4 million. Net debt rose modestly, and the financial leverage ratio was 3.1 at March 31, 2025 versus 2.9 at December 31, 2024. Management reaffirmed its full-year 2025 outlook and said April sales per workday were up approximately 7%. The company issued $800 million of 6.375% senior notes due 2033 to fund the June 2025 redemption of its 10.625% Series A preferred stock, which the presentation says is expected to add roughly $32 million in annualized net income and cash flow benefit and about $0.65 in annualized EPS.

May 1, 2025 8-K

Other Events

Wesco International 8-K Report, Corporate Update (Apr 30, 2025)

WESCO International, Inc. (the "Company") has given notice of its intent to redeem all of its outstanding 10.625% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock and the related depositary shares. The Company is redeeming all 21,611.471 outstanding shares of Series A Preferred Stock, represented by 21,611,471 Depositary Shares, on June 22, 2025 (the "Redemption Date"), trading on the NYSE under WCC PR A. The redemption price is $25,597.65625 per share of Series A Preferred Stock, or $25.59765625 per Depositary Share. This equals the $25,000 per share liquidation amount plus accrued and unpaid dividends of $597.65625 per share, or $25.00 plus $0.59765625 per Depositary Share, accrued to but excluding the Redemption Date. Payment is made on or after June 22, 2025 upon surrender of depositary receipts to Computershare; book-entry holders receive checks automatically. Dividends cease to accrue from the Redemption Date. The Company expects to record a gain of approximately $30 million to net income attributable to holders of common stock in the second quarter of 2025 from the redemption. For investors, the filing mainly signals the retirement of this preferred series and a one-time accounting benefit to common shareholders, rather than any change to operations.

Apr 30, 2025 8-K

Wesco International 8-K Report, Material Agreement (Mar 6, 2025)

On March 6, 2025, WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc., completed a private offering to eligible purchasers of $800 million aggregate principal amount of 6.375% senior notes due 2033, issued at 100.000% of principal. Net proceeds were approximately $789.5 million after discounts to the initial purchasers and estimated offering expenses. The notes are unsecured and unsubordinated, guaranteed by WESCO International and its wholly owned subsidiary Anixter Inc., and pay interest semi-annually beginning September 15, 2025. The Issuer plans to use the proceeds to redeem all of WESCO's outstanding 10.625% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock and related depositary shares on June 22, 2025, and to repay a portion of the ABL Facility. Before the redemption, the proceeds will temporarily reduce borrowings under the Receivables Facility and the ABL Facility, which the Issuer will then redraw in an amount sufficient to fund the preferred redemption. The filing also discloses two amendments dated February 28, 2025. The ABL Facility amendment extends its maturity to February 28, 2030, raises the uncommitted revolving commitment increase capacity from $450.0 million to $500.0 million, increases certain negative covenant baskets, and removes the credit spread adjustment on term SOFR and daily simple SOFR loans. The Receivables Facility amendment extends its scheduled termination date to February 28, 2028 and removes the credit spread adjustment on term SOFR investments.

Mar 6, 2025 8-K

Wesco International 8-K Report, Corporate Update (Feb 26, 2025)

WESCO International, Inc. (NYSE: WCC) announced on February 25, 2025 that its wholly owned subsidiary, WESCO Distribution, Inc., commenced and priced a private offering to eligible purchasers of $800 million aggregate principal amount of 6.375% senior notes due 2033. The offering size was increased from the previously announced $600 million. The notes will be issued at 100.000% of principal, with settlement scheduled for March 6, 2025, subject to customary closing conditions. The notes are unsecured, unsubordinated obligations of WESCO Distribution and are guaranteed on an unsecured, unsubordinated basis by WESCO International and its wholly owned subsidiary, Anixter Inc. The company estimates net proceeds of approximately $789.5 million after the initial purchasers' discount and estimated offering expenses. WESCO intends to use the proceeds to redeem all of its outstanding 10.625% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock and the related depositary shares on June 22, 2025, and to repay a portion of the amounts outstanding under its asset-based revolving credit facility. Before that redemption, the company plans to repay a portion of its outstanding borrowings under its accounts receivable securitization facility and the ABL Facility. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. The 8-K states that it is not a notice of redemption for the Series A Preferred Stock.

Feb 26, 2025 8-K

Wesco International 8-K Report, Financial Results (Feb 11, 2025)

WESCO International, Inc. furnished a press release (Exhibit 99.1) reporting fourth-quarter and full-year 2024 results, along with an investor slide presentation (Exhibit 99.2). Fourth-quarter net sales were $5,499.7 million, up 0.5% year over year, and organic sales grew 2.4%. Diluted EPS was $3.03, and adjusted diluted EPS was $3.16, up 19%. For full-year 2024, net sales were $21.8 billion, down 2.5%, and organic sales declined 0.6%. Operating profit was $1.2 billion with a 5.6% operating margin, and adjusted EBITDA margin was 6.9%, down 70 basis points year over year. Cash generation was the standout. Operating cash flow was $1.1 billion for 2024, up from $493 million in 2023, and free cash flow was $1,045.2 million, or 154.2% of adjusted net income. Management reported reducing net debt by $431 million, repurchasing $425 million of shares, and holding financial leverage at 2.9x trailing twelve-month adjusted EBITDA. The company divested its Wesco Integrated Supply business and acquired three services-based businesses, including Ascent. For 2025, management expects organic sales growth of 2.5% to 6.5%, operating margin expansion, and free cash flow of $600 to $800 million. The company plans to raise its common stock dividend by 10% to $1.82 per share and continue its share buyback program. Management cited January preliminary sales per workday, adjusted for M&A, up 5% versus the prior year, and noted that tariff impacts are not incorporated in the outlook.

Feb 11, 2025 8-K

Wesco International 8-K Report, Financial Results (Oct 31, 2024)

Wesco International, Inc. (NYSE: WCC) reported third-quarter 2024 results on October 31, 2024. Net sales were $5.5 billion, down 2.7% year over year, reflecting the Wesco Integrated Supply divestiture; organic sales declined 0.6%, and sales rose 0.1% organically sequentially. Operating profit was $335.6 million, a 6.1% operating margin, compared with $380.5 million in the prior-year quarter. Gross margin improved to 22.1%, up 50 basis points year over year, while adjusted EBITDA margin was 7.3%, down 80 basis points year over year and flat sequentially. Net income attributable to common stockholders was $189.9 million, and diluted EPS was $3.81 versus $4.20 a year earlier. Adjusted diluted EPS was $3.58, down from $4.49. Cash generation was a key bright spot. Operating cash flow was $302.1 million in the quarter and $824.6 million for the first nine months of 2024, versus $423.9 million a year earlier. Free cash flow was $279.5 million in the quarter and $776.8 million year to date. Financial leverage was stable at 2.9x trailing twelve-month adjusted EBITDA, and net debt was reduced by $188 million during the quarter. The company also repurchased $25 million of shares in the quarter. Management reaffirmed its full-year 2024 outlook for sales, profitability and free cash flow. It highlighted double-digit sales growth in its global data center business, offset by continued weakness in Utility and Broadband Solutions. The company also furnished an investor slide presentation, which indicates that it is currently tracking toward the lower half of the full-year range for sales and adjusted EBITDA margin.

Oct 31, 2024 8-K

Wesco International 8-K Report, Regulation FD Disclosure (Sep 26, 2024)

WESCO International, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish materials for its Investor Day 2024, held September 26, 2024 in Glenview, Ill. and webcast online. Executives presented the company's long-term growth strategy, and a live webcast ran from approximately 10:00 a.m. to 12:30 p.m. ET, with a replay available afterward. The filing states the company will reaffirm its full-year 2024 outlook from its second quarter 2024 earnings release and provide an update on its third quarter 2024 outlook. The materials are furnished as Exhibits 99.1 (press release) and 99.2 (slide presentation) and are not deemed filed under Section 18 of the Exchange Act. The press release reiterates full-year 2024 guidance: reported sales growth of (3.5)% to (1.5)%, organic sales growth of (1.5)% to 0.5%, adjusted EBITDA margin of 7.0% to 7.3%, and adjusted EPS of $12 to $13. Over the long term, management expects mid-single-digit organic growth, EBITDA growth at twice the rate of sales, expanded return on net assets, and free cash flow equal to 100% of adjusted net income. CEO John Engel cited secular demand drivers including AI-driven data centers, power generation, electrification, IoT and automation, and reshoring, and said the company is more than halfway complete on its technology and capabilities build. The slide presentation adds detail on targets and capital allocation. It cites a 10%+ EBITDA margin goal, roughly $3 billion of cumulative free cash flow over 2025-2027, a net debt-to-adjusted EBITDA target range of 1.5-2.5x, and a Q3 2024 outlook showing reported sales down low single digits to flat sequentially and EBITDA margin tracking slightly below Q2. The slides also describe a budget of about $500 million for the digital transformation (2021-2027) and a data center business that is 10% of sales.

Sep 26, 2024 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Wesco International 8-K Report, Financial Results (Aug 1, 2024)

Wesco International, Inc. reported second-quarter 2024 results in a press release furnished as Exhibit 99.1. Net sales were $5.5 billion, down 4.6% year over year, with organic sales down 0.8% and up 4.7% sequentially. Operating profit was $323.5 million, or a 5.9% operating margin, compared with $363.8 million a year earlier. Net income attributable to common stockholders was $217.7 million, or $4.28 per diluted share, versus $3.41 in the prior-year quarter. On an adjusted basis, earnings per diluted share were $3.21, down 13.5% year over year, and adjusted EBITDA margin was 7.3%. Operating cash flow was an outflow of $223.8 million for the quarter, driven by working capital changes, while first-half operating cash flow was an inflow of $522.5 million and free cash flow was $497.3 million. The quarter included the completion of the divestiture of the Wesco Integrated Supply (WIS) business on April 1, 2024, which produced a $102.9 million gain on sale. The company used the net proceeds to complete $300 million of share repurchases. Management said second-quarter results were somewhat below expectations, citing a significant slowdown in purchases by utility customers, while data center sales in its Wesco Data Center Solutions business rose by double digits. Management lowered its full-year outlook, now expecting organic sales growth of (1.5)% to 0.5% and adjusted EBITDA margin of 7.0% to 7.3%, and reaffirmed free cash flow of $800 million to $1 billion. The company expects the mixed economic environment and utility and broadband purchasing delays to continue through the second half of 2024. The filing also furnishes a slide presentation for investors in Exhibit 99.2, which notes an Investor Day scheduled for September 26.

Aug 1, 2024 8-K

Wesco International 8-K Report, Bylaw Amendment (May 28, 2024)

WESCO International, Inc. held its Annual Meeting of Stockholders on May 23, 2024, with a quorum present. Stockholders elected all ten director nominees to one-year terms expiring at the 2025 annual meeting. The largest share of votes cast for any nominee was 43,245,483 for Sundaram Nagarajan, and the smallest was 41,480,429 for Laura K. Thompson, who also drew the most withheld votes at 2,102,370. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with votes for representing approximately 97% of votes cast. They approved amendments to the Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law. The amendment became effective upon its filing with the Delaware Secretary of State on May 24, 2024. The Certificate of Amendment is filed as Exhibit 3.1. Finally, stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 46,189,096 votes for, 706,219 against, and 91,890 abstentions, and no broker non-votes.

May 28, 2024 8-K

Other Events

Wesco International 8-K Report, Corporate Update (May 20, 2024)

WESCO Distribution, Inc., a Delaware corporation and wholly owned subsidiary of WESCO International, Inc., has elected to exercise its optional redemption right to redeem the entire outstanding $1,500 million aggregate principal amount of its 7.125% Senior Notes due 2025 (the "Notes"). This was disclosed in a Form 8-K filed under Item 8.01 (Other Events) on May 20, 2024. U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association and trustee under the indenture governing the Notes, issued a notice of redemption to registered holders. The date fixed for redemption is June 15, 2024 (the "Redemption Date"). The Notes will be redeemed at 100.000% of their principal amount, plus accrued and unpaid interest to, but not including, the Redemption Date. For investors, the filing is a debt-management event rather than an operating update: it sets out the timing and price of the redemption of $1,500 million of Issuer debt. The filing does not describe the funding source for the redemption or any effect on the company's operating results.

May 20, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (May 2, 2024)

Wesco International, Inc. (NYSE: WCC) reported first quarter 2024 results on May 2, 2024. Net sales were $5.4 billion ($5,350.0 million), down 3.1% from $5.5 billion a year earlier, with organic sales down 3.2%. Operating profit was $263.0 million (4.9% of net sales) versus $346.4 million (6.3%) in the prior-year quarter. Net income attributable to common stockholders was $101.4 million, or $1.95 per diluted share, compared with $3.48 a year earlier. Adjusted EPS was $2.30 versus $3.75, and adjusted EBITDA was $340.4 million, a 6.4% margin. Cash generation was the standout. Operating cash flow was $746.3 million, and free cash flow was a record $731.4 million, with more than $1.4 billion over the trailing twelve months. Financial leverage fell to 2.6x from 2.8x at December 31, 2023. Management raised its 2024 free cash flow outlook to $800 million to $1 billion, while maintaining its organic sales and adjusted EBITDA margin outlook and its adjusted EPS range of $13.75 to $15.75. The filing notes that the Wesco Integrated Supply business was divested on April 1, 2024, with after-tax proceeds of approximately $300 million that management intends to use for share repurchases. Backlog declined 10% year over year but rose sequentially by approximately 1%. Gross margin fell to 21.3% from 21.9%, reflecting sales mix, lower supplier volume rebates and unfavorable inventory adjustments. SG&A rose to 15.5% of net sales including restructuring and digital transformation costs. The filing also furnishes a slide presentation for investors that reiterates the outlook and includes a second-quarter outlook of roughly flat organic sales year over year.

May 2, 2024 8-K

Wesco International 8-K Report, Material Agreement (Mar 8, 2024)

On March 7, 2024, WESCO Distribution, Inc., a wholly owned subsidiary of WESCO International, Inc., completed a private offering of $900 million of 6.375% senior notes due 2029 and $850 million of 6.625% senior notes due 2032, each issued at 100% of principal amount. Net proceeds were approximately $1,728.4 million after discounts to the initial purchasers and estimated offering expenses. The Notes are unsecured, unsubordinated obligations of WESCO Distribution, guaranteed on the same basis by WESCO International, Inc. and its wholly owned subsidiary Anixter Inc. Interest is payable semi-annually beginning September 15, 2024. The company intends to use the proceeds to redeem all of its outstanding 7.125% senior notes due 2025 on or after June 15, 2024, and for general corporate purposes. Before that redemption, it plans to temporarily repay part of its accounts receivable securitization facility and all outstanding borrowings under its asset-based revolving credit facility, then redraw under both facilities in an amount sufficient to redeem the 2025 notes. On March 8, 2024, WESCO Receivables Corp. and WESCO Distribution amended the Receivables Facility. The amendment reduces the purchase limit from $1,625 million to $1,550 million, raises the capacity to request increases from $125 million to $300 million, and extends the termination date to March 1, 2027. The amendment also adds a commercial paper funding option for conduit purchasers and modifies the drawn spread. The Indenture includes covenants limiting liens, restricted payments, sale-leaseback transactions, certain asset sales and mergers, with certain covenants terminating upon investment grade ratings on the Notes.

Mar 8, 2024 8-K

Wesco International 8-K Report, Regulation FD Disclosure (Mar 5, 2024)

WESCO International, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a slide presentation that executives will use at the Raymond James Institutional Investors Conference on March 5, 2024. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The slides describe WESCO as a leading global provider of business-to-business distribution, logistics services and supply chain solutions, with 2023 sales of $22.4 billion, roughly 800 locations and operations in more than 50 countries. Sales are 74% U.S., 13% Canada and 13% rest of world, and by business unit they split 38% Electrical & Electronic Solutions (EES), 32% Communications & Security Solutions (CSS) and 30% Utility & Broadband Solutions (UBS). The presentation centers on the combination with Anixter International and the company's 2024 outlook. It states a 2024 outlook for reported sales growth of 1% to 4% and free cash flow of $600 million to $800 million. Adjusted EBITDA was $1,705.4 million in 2023, a 7.6% margin, compared with $1,725.6 million and 8.1% in 2022. Management reports that January 2024 sales were down about 5% year over year and February was flat, with the first quarter expected to be down low-to-mid single digits. Capital allocation highlights include $50 million of stock repurchased in the first quarter, about $1.7 billion of senior notes offerings, a 10% dividend increase, and a planned divestiture of the integrated supply business, with proceeds to be used to reduce debt and repurchase shares. For investors, the materials emphasize the company's long-term framework of mid-single-digit-plus organic growth, margin expansion, cash generation and increased return of capital, alongside forward-looking risk factors tied to the Anixter and Rahi Systems transactions, interest rates, supply chain and geopolitical conditions. The filing itself is a Regulation FD presentation with no new financial results beyond the slides.

Mar 5, 2024 8-K

Wesco International 8-K Report, Corporate Update (Feb 27, 2024)

WESCO International, Inc. (NYSE: WCC) announced on February 26, 2024 that its wholly owned subsidiary, WESCO Distribution, Inc., commenced and priced a private offering of senior notes to eligible purchasers. The offering was upsized from the previously announced $750 million per tranche: $900 million of 6.375% senior notes due 2029 (5-Year Notes) and $850 million of 6.625% senior notes due 2032 (8-Year Notes), both priced at 100.000% of principal. The filing states that net proceeds are expected to be approximately $1,728.4 million after the initial purchasers' discount and estimated offering expenses, with settlement scheduled for March 7, 2024. The company intends to use the proceeds to redeem all of its outstanding 7.125% senior notes due 2025 on or after June 15, 2024, and for general corporate purposes. Before that redemption, the issuer plans to temporarily use proceeds to repay a portion of its accounts receivable securitization facility and all outstanding borrowings under its asset-based revolving credit facility, then redraw under those facilities in amounts sufficient to redeem the 2025 notes. The notes are unsecured, unsubordinated obligations of the issuer, guaranteed on an unsecured, unsubordinated basis by WESCO International and its wholly owned subsidiary, Anixter Inc. The notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. For investors, the filing is primarily a debt refinancing and extension of maturities: it replaces the 2025 notes with longer-dated notes and reflects a larger aggregate issuance than originally marketed. The filing does not discuss the company's operating results.

Feb 27, 2024 8-K

Wesco International 8-K Report, Financial Results (Feb 13, 2024)

WESCO International, Inc. reported fourth-quarter 2023 net sales of $5.5 billion, down 1.5% from $5.6 billion a year earlier, with organic sales declining 2.6%. Operating profit was $315.8 million, or 5.8% of net sales, compared with $381.8 million, or 6.9%, in the prior-year quarter. Adjusted EBITDA margin was 7.0%, and adjusted diluted earnings per share were $2.65, versus $4.13 a year earlier. Management described fourth-quarter results as below its expectations, citing lower stock and flow sales and project delays. Backlog at year-end was down 10% from the end of the fourth quarter of 2022. For full year 2023, net sales were a record $22.4 billion, up 4.5%, with organic sales up 3.2%. Operating profit was $1,406.4 million, or 6.3% of net sales, and adjusted EBITDA was $1,705.3 million, or a 7.6% margin, down 50 basis points year over year. Net income attributable to common stockholders was $708.1 million, and adjusted earnings per diluted share were $14.60, down 11.1%. Operating cash flow was $493.2 million, and free cash flow was $443.6 million. For 2024, the company expects sales growth of 1% to 4% and an adjusted EBITDA margin of 7.5% to 7.9%, with free cash flow of approximately $600 million to $800 million. It plans to increase the common stock dividend by 10% to $1.65 per year, continue share repurchases, and lower its target financial leverage range to 1.5x to 2.5x net debt to adjusted EBITDA. Financial leverage was 2.8x at December 31, 2023.

Feb 13, 2024 8-K

Wesco International 8-K Report, Financial Results (Nov 2, 2023)

WESCO International, Inc. reported third quarter 2023 results on November 2, 2023, per Exhibit 99.1, a press release. Net sales were $5.6 billion, up 3.6% year over year, with organic sales growth of 2.8%. Operating profit was $380.5 million, or 6.7% of net sales, compared with $401.6 million, or 7.4%, in the prior-year quarter. Net income attributable to common stockholders was $219.0 million, and diluted EPS was $4.20. Adjusted diluted EPS was $4.49, flat year over year. Operating cash flow was $361.7 million and free cash flow was $357.1 million, or 143% of adjusted net income. Financial leverage fell to 2.7x, the lowest since the Anixter merger in June 2020 and below the midpoint of the target range. Management updated 2023 guidance. Reported net sales growth is now expected to be approximately 5%, near the low end of the prior 5%-7% range, citing moderating end-market conditions. Adjusted EBITDA margin is still forecast at 7.8%-8.0%, with adjusted EBITDA at the midpoint of the range remaining approximately $1.8 billion. EPS guidance rose to $15.60-$16.10 from $15.00-$16.00, primarily due to a lower full-year tax rate. Free cash flow guidance is unchanged at $500-$700 million. The company also raised its cross-sell synergy target from $2.0 billion to $2.2 billion. The filing also furnishes a slide presentation (Exhibit 99.2) for investor discussions. Gross margin declined to 21.6% from 22.1%, reflecting lower supplier volume rebates and sales mix. Net interest expense rose to $98.5 million from $75.1 million on higher borrowings and variable rates.

Nov 2, 2023 8-K

Wesco International 8-K Report, Regulation FD Disclosure (Sep 6, 2023)

WESCO International, Inc. furnished a slide presentation under Regulation FD (Item 7.01 and Exhibit 99.1) for executives' appearance at the Jefferies Industrials Conference in New York on September 6, 2023. The filing is an investor overview that also includes a third-quarter update. The company reported preliminary August quarter-to-date sales per workday up approximately 4% year over year, with book-to-bill above 1.0 at the end of August. Management stated no change to its outlook and expects third-quarter sales to be down sequentially versus the second quarter. The figures include sales from the Rahi Systems acquisition and are not adjusted for foreign exchange. The presentation highlights the combination with Anixter International Inc. and reports 2022 sales of $21.4 billion across three business units: Electrical & Electronic Solutions (EES) at $8.8 billion, Communications & Security Solutions (CSS) at $6.4 billion, and Utility & Broadband Solutions (UBS) at $6.2 billion. Pro forma 2022 adjusted EBITDA was $1,725.6 million, an 8.1% margin, compared with $1,175.6 million and a 6.5% margin in 2021. The company presents a 2019 to 2022 adjusted EBITDA CAGR of approximately 24% and a target of 10%+ for adjusted EBITDA margin in its outlook. On capital allocation, the company repurchased approximately $50 million of common stock in August 2023 and has a $1 billion share repurchase authorization. It initiated a $1.50 annualized common dividend in 2023, plans to redeem preferred stock in 2025, and expects to operate near the midpoint of its leverage target range. The company targets 5-year operating cash flow of $3.5 to $4.5 billion.

Sep 6, 2023 8-K

Wesco International 8-K Report, Financial Results (Aug 3, 2023)

WESCO International, Inc. reported record second-quarter 2023 net sales of $5.7 billion, up from $5.5 billion a year earlier, with organic sales growth of 2.8%. Operating profit was $363.8 million, a 6.3% operating margin, compared with $370.7 million in the prior-year quarter. Adjusted EBITDA was $442.3 million, flat year over year, at a 7.7% margin. Diluted earnings per share were $3.41, versus $3.95, and adjusted diluted EPS was $3.71, down 11.5%. Net interest expense rose to $98.8 million from $68.5 million, reflecting higher borrowings and higher variable interest rates. Growth was uneven across segments. The Communications & Security Solutions (CSS) and Utility & Broadband Solutions (UBS) segments posted record sales of $1.85 billion and $1.69 billion, up 15.5% and 9.2%. The Electrical & Electronic Solutions (EES) segment fell 5.6% to $2.20 billion, with adjusted EBITDA down 19.7%, which management attributed to supply chain rebalancing and weakness in construction and manufactured structures. Operating cash flow was $317.6 million and free cash flow was $293.2 million, and financial leverage fell to 2.8x, the lowest since the Anixter merger in June 2020. Management lowered its 2023 outlook. Reported net sales growth is now expected to be 5%-7%, versus 6%-9% previously, and EBITDA margin 7.8%-8.0%, versus 8.1%-8.4%. Adjusted EBITDA is now about $1.8 billion at the guidance midpoint, versus $1.9 billion before, and EPS is forecast at $15.00-$16.00. Management also raised its cumulative cross-sell synergy target to $2.0 billion from $1.8 billion and cited $25 million of annualized cost reduction actions taken in June.

Aug 3, 2023 8-K

Shareholder MattersExhibits & Filings

Wesco International 8-K Report, Executive Changes (Jun 13, 2023)

WESCO International, Inc. (NYSE: WCC) filed this Current Report on Form 8-K to disclose the June 12, 2023 election of Glynis A. Bryan to its Board of Directors, effective September 1, 2023. The Board determined that Ms. Bryan is independent under New York Stock Exchange listing standards, and she is also being appointed to the Audit Committee effective the same date. Her non-employee director compensation will be consistent with that of the Company's other non-employee directors, as described in the definitive proxy statement filed April 12, 2023. Ms. Bryan currently serves as Chief Financial Officer of Insight Enterprises, Inc. and is a director of Pinnacle West Capital Corporation. According to the accompanying press release (Exhibit 99.1), her election is consistent with the company's commitment to ongoing Board refreshment. Chairman John J. Engel stated that, with this change, the Board will be 60% diverse in terms of gender, race and ethnicity, including three (30%) female directors. For investors, this is a governance filing rather than a financial disclosure. It contains no financial results, guidance, or transaction details. The most relevant items are the addition of an independent director with public-company CFO experience to the Audit Committee and the stated Board diversity composition.

Jun 13, 2023 8-K

Wesco International 8-K Report, Shareholder Vote Results (May 30, 2023)

On May 25, 2023, WESCO International, Inc. held its Annual Meeting of Stockholders with a quorum present. Stockholders elected all nine Director nominees, each to a one-year term expiring at the 2024 Annual Meeting. Support was broadly strong, though the vote counts show some variation. Bobby J. Griffin received the most withheld votes at 2,143,597, against 41,897,812 for. Sundaram Nagarajan received the most votes for at 43,816,233, with 225,176 withheld. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 41,672,123 votes for and 2,324,526 against. The filing states this was approximately 95% of the total votes cast. On the frequency of future say-on-pay votes, a one-year frequency received 41,846,125 votes, a two-year frequency received 16,481, and a three-year frequency received 2,169,409. The Board determined to hold an advisory vote on executive compensation annually until the next frequency vote, which the filing notes is required at least every six years. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2023, with 46,221,515 votes for and 1,050,110 against. The filing states this was approximately 98% of the total votes cast. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104), embedded within the Inline XBRL document.

May 30, 2023 8-K

Wesco International 8-K Report, Financial Results (May 4, 2023)

Wesco International, Inc. reported record first-quarter 2023 results in a press release furnished as Exhibit 99.1. Net sales were $5.5 billion, up 12.0% from $4.9 billion a year earlier, with organic sales growth of 10.8%. Operating profit rose 22.0% to $346.4 million, and operating margin was 6.3% versus 5.8%. Net income attributable to common stockholders was $182.7 million, or $3.48 per diluted share, compared with $3.19 a year earlier. Excluding merger-related and integration costs, adjusted diluted EPS was $3.75, up 3.3% year-over-year. Adjusted EBITDA was $421 million, up 16% year-over-year, with an adjusted EBITDA margin of 7.6%. Operating cash flow was an outflow of $255.4 million, driven mainly by a $223.8 million increase in inventories and a $133.5 million increase in trade receivables. Net interest expense rose to $95.0 million from $63.6 million, reflecting higher borrowings and variable rates. Cash and cash equivalents fell to $349.1 million from $527.3 million at December 31, 2022, and total debt was $5.66 billion. The company reaffirmed its 2023 outlook, including reported sales growth of 6% to 9%, adjusted EBITDA margin of 8.1% to 8.4%, adjusted diluted EPS of $16.80 to $18.30, and free cash flow of $600 million to $800 million. It expects to reduce leverage below the midpoint of its 2.0x to 3.5x target range by year-end. A slide presentation furnished as Exhibit 99.2 accompanied the results. It highlights the company's raised cross-sell target of $1.8 billion and reports April 2023 preliminary workday-adjusted sales up 6% year-over-year.

May 4, 2023 8-K

Corporate ChangesExhibits & Filings

Wesco International 8-K Report, Financial Results (Feb 14, 2023)

WESCO International, Inc. reported record fourth quarter and full year 2022 results on February 14, 2023, as furnished in Exhibit 99.1. For the fourth quarter, net sales were $5.6 billion, up 14.6% year over year, with organic sales growth of 14.4%. Operating profit was $381.8 million, or 6.9% of net sales, and adjusted EBITDA was $451 million, up 41% year over year, at an 8.1% margin. Diluted EPS was $3.90, and adjusted diluted EPS was $4.13, up 30.3%. Operating cash flow for the quarter was $421.7 million and free cash flow was $398.7 million, described as record quarterly free cash flow. For full year 2022, net sales were $21.4 billion, up 17.6%, with organic growth of 18.2%. Operating profit was $1.4 billion, or 6.7% of net sales, and adjusted EBITDA was $1.73 billion, up 47%, at an 8.1% margin. Diluted EPS was $15.33, and adjusted diluted EPS was $16.42, up 64.5%. Full-year operating cash flow was $11.0 million, reflecting increases in inventories of $817.0 million and trade receivables of $690.6 million, partly offset by a $552.9 million increase in accounts payable. Free cash flow for 2022 was negative $21.9 million. Financial leverage was 2.9x, down from 3.9x a year earlier. Management guided to 2023 reported sales growth of 6% to 9%, adjusted EBITDA margin of 8.1% to 8.4%, adjusted diluted EPS of $16.80 to $18.30, and free cash flow of $600 million to $800 million. The company also announced plans to initiate a common stock dividend in 2023 of approximately $1.50 per share on an annualized basis, subject to Board approval, and a $1 billion share repurchase authorization, as stated in the Exhibit 99.2 investor slides.

Feb 14, 2023 8-K

Wesco International 8-K Report, Bylaw Amendment (Dec 20, 2022)

WESCO International, Inc. filed a Current Report on Form 8-K on December 20, 2022, to disclose the adoption of amended and restated bylaws. The Board of Directors approved and adopted the Amended Bylaws on December 16, 2022, effective immediately. The filing describes the amendments as principally updating provisions on stockholder director nominations to address the SEC's universal proxy rules, enhancing disclosure requirements on the purpose of transactions and plans or proposals that would be required under Schedule 13D, and making conforming changes tied to recent Delaware General Corporation Law amendments on making stockholder lists available for inspection. The changes are governance and procedural in nature. The filing does not report any financial results, earnings figures, or changes to the company's operations, and it contains no financial figures. The most direct effect for stockholders is on how director nominations are submitted and how stockholder list information is made available, with the stated aim of improving transparency and addressing privacy concerns. The full text of the Amended Bylaws is filed as Exhibit 3.1 and incorporated by reference, and the filing also includes the Cover Page Interactive Data File (Exhibit 104). Investors seeking the specific nomination procedures or Schedule 13D-related requirements should review Exhibit 3.1 directly.

Dec 20, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (Nov 3, 2022)

WESCO International, Inc. reported record third-quarter 2022 results, with net sales of $5.4 billion, up 15.2% year over year, and organic sales growth of 16.9%. Operating profit rose 75.0% to $401.6 million, and gross margin reached a record 22.1%. Adjusted EBITDA was a record $466 million, up 41%, with adjusted EBITDA margin of 8.6%. Diluted earnings per share were $4.30, and adjusted diluted EPS was $4.49, up 63.9%. Backlog was a record at the end of the quarter, up more than 60% year over year and about 5% sequentially. Leverage fell to 3.2x, an improvement of 0.2x from the prior quarter. Cash flow was weaker in the period. Operating cash flow was an outflow of $106.1 million, driven mainly by a $355.6 million increase in inventories to address supply chain challenges and support backlog growth. For the first nine months, operating cash flow was an outflow of $410.6 million, compared with an inflow of $172.7 million a year earlier. The company narrowed its 2022 adjusted EPS outlook to $15.80 to $16.20 and now expects reported sales growth of 15% to 17%, with the change driven entirely by foreign exchange rates. It maintained an adjusted EBITDA margin outlook of 7.9% to 8.0%, equal to about $1.68 billion of adjusted EBITDA at the midpoint, and expects 2022 free cash flow of about 10% of adjusted net income. The Rahi Systems acquisition closed on November 1, 2022. The filing furnishes a press release (Exhibit 99.1) and an investor slide presentation (Exhibit 99.2).

Nov 3, 2022 8-K

Wesco International 8-K Report, Material Agreement (Nov 2, 2022)

Wesco International, Inc. (WCC) filed this Current Report on Form 8-K to disclose two amendments to its credit facilities, both entered into on October 31, 2022. WESCO Distribution, Inc., its subsidiary, amended its revolving credit facility under the Fourth Amendment to the Fourth Amended and Restated Credit Agreement, with Barclays Bank PLC as administrative agent. The amendment increases revolving commitments from $1,525 million to $1,725 million and raises the Canadian dollar loan sub-facility from $600 million to $625 million. Separately, WESCO Distribution amended its accounts receivable securitization facility under the Sixth Amendment to the Fifth Amended and Restated Receivables Purchase Agreement, with PNC Bank, National Association, as administrator. The amendment increases the purchase limit under the Receivables Facility from $1,525 million to $1,625 million. The filing reports these changes under Items 1.01 (Entry into a Material Definitive Agreement) and 2.03 (Creation of a Direct Financial Obligation). The full agreements are filed as Exhibits 10.1 and 10.2, and the Inline XBRL cover page is filed as Exhibit 104.

Nov 2, 2022 8-K

Wesco International 8-K Report, Regulation FD Disclosure (Sep 7, 2022)

WESCO International, Inc. filed a Form 8-K under Regulation FD to furnish the slide presentation for its Investor Day 2022, held September 7, 2022, with a live webcast from approximately 10:00 a.m. to 1:00 p.m. ET and a replay afterward. The slides, filed as Exhibit 99.1, focus on the combined company following the Anixter transaction, which management describes as a transformational combination exceeding expectations. The company reports trailing twelve-month sales of about $20 billion across three business units: Electrical & Electronic Solutions (EES) at 42%, Communications & Security Solutions (CSS) at 30%, and Utility & Broadband Solutions (UBS) at 28%. Management reaffirmed its 2022 outlook, which calls for reported sales growth of +16% to +18%, an adjusted EBITDA margin of 7.8% to 8.0%, and adjusted diluted EPS of $15.60 to $16.40. The company stated that June year-to-date workday adjusted sales were up 20% versus the prior year, record backlog was up more than 80% year over year as of June 30, 2022, and preliminary August quarter-to-date sales were up approximately 16% year over year. Cross-sell synergy targets were raised to $1.2 billion from $170 million, and cost synergies were increased to $315 million from $200 million. On capital allocation, the company said it expects to generate $3.5 to $4.5 billion of cash over the next five years, has a $1 billion share repurchase authorization, and plans to initiate a common stock dividend of approximately $1.50 per share on an annualized basis in 2023, subject to Board approval in early 2023. Management also set long-term targets of mid-single-digit-plus organic sales growth, EBITDA growth at twice the sales growth rate, and 100% free cash flow conversion through the cycle.

Sep 7, 2022 8-K

Wesco International 8-K Report, Executive Changes (Aug 30, 2022)

WESCO International, Inc. filed a Form 8-K on August 30, 2022 reporting two board changes. The Board elected Sundaram ("Naga") Nagarajan as a Director effective September 1, 2022, and appointed him to the Audit Committee effective the same date. His non-employee director compensation will be consistent with that of the Company's other non-employee Directors, as described in the April 12, 2022 definitive proxy statement. In the same filing, John K. Morgan notified the Company on August 24, 2022 of his retirement from the Board, effective September 30, 2022. The filing states that the retirement is not due to any disagreement with the Company and is part of the Company's ongoing Board refreshment process. Per the press release, Mr. Morgan had served on the Board since 2008, including as Chair of the Compensation Committee and as a member of the Audit Committee. The filing attaches Exhibit 99.1, a press release announcing Mr. Nagarajan's election and Mr. Morgan's retirement. The release states that Mr. Nagarajan is President and CEO of Nordson Corporation and that, with these changes, the Board will be over 50% diverse in terms of gender, race, and ethnicity.

Aug 30, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Wesco International 8-K Report, Financial Results (Aug 4, 2022)

WESCO International, Inc. reported record second-quarter 2022 results, with net sales of $5.5 billion, up 19.3% year-over-year (organic growth of 20.9%), and a record backlog up more than 80% year-over-year and approximately 10% sequentially. Income from operations was $370.7 million (6.8% of net sales) versus $218.9 million a year earlier, and adjusted operating profit was $387.8 million (7.1% of net sales). Net income attributable to common stockholders was $206.4 million, or $3.95 per diluted share, compared with $2.02 a year earlier; adjusted diluted EPS was $4.19, up 58.7%. Operating cash flow was an outflow of $132.6 million, driven by increases in trade receivables ($392.2 million) and inventories ($316.6 million), partly offset by a $334.3 million increase in accounts payable. Leverage was 3.4x, down 0.2x sequentially and back within the company's target range, which management described as a year earlier than it had guided. The company raised its 2022 outlook: reported sales growth of 16% to 18%, adjusted EBITDA margin of 7.8% to 8.0% (about $1.68 billion of adjusted EBITDA at the midpoint), and adjusted EPS of $15.60 to $16.40, up 55% to 65% versus the prior year. Free cash flow is now expected to be about 50% of adjusted net income, down from the prior outlook of about 80%, reflecting continued investment in inventory to support record backlog. The filing furnishes a press release (Exhibit 99.1) with the results and a slide presentation (Exhibit 99.2) for investor discussions, both under Items 2.02 and 7.01 and not deemed filed under Section 18 of the Exchange Act.

Aug 4, 2022 8-K

Wesco International 8-K Report, Material Agreement (Aug 3, 2022)

Wesco International, Inc. (WCC) reported in this Form 8-K that its subsidiary, WESCO Distribution, Inc., amended two of its core credit facilities on August 2, 2022. Under the Revolver Amendment to its Fourth Amended and Restated Credit Agreement (dated June 22, 2020), revolving commitments increase from $1,350 million to $1,525 million, and the Canadian dollar loan sub-facility increases from $550 million to $600 million. The lender group is led by Barclays Bank PLC as administrative agent. Under the Receivables Amendment to its Fifth Amended and Restated Receivables Purchase Agreement, the purchase limit on the accounts receivable securitization facility rises to $1,525 million, and the interest rate spread on outstanding purchased receivables decreases from 1.10% to 1.05%. PNC Bank, National Association is the administrator for this facility. The filing describes these as agreements that expand borrowing capacity and lower the spread on receivables financing. It does not state the reasons for the amendments or their effect on the company's results. Full terms are in Exhibits 10.1 and 10.2, which the filing incorporates by reference.

Aug 3, 2022 8-K

Wesco International 8-K Report, Executive Changes (Jun 9, 2022)

WESCO International, Inc. (NYSE: WCC) filed this Form 8-K to report that Mr. Theodore A. Dosch, 62, notified the company on June 3, 2022 of his intention to retire effective August 5, 2022. Mr. Dosch serves as Executive Vice President, Strategy and Chief Transformation Officer, a role he has held since June 2020 upon completion of Wesco's transaction with Anixter, where he previously served as Executive Vice President – Finance and Chief Financial Officer. The company issued a press release on June 9, 2022, which is filed as Exhibit 99.1 and incorporated by reference. In that release, Chairman, President and CEO John J. Engel thanked Mr. Dosch for his contributions to the integration of Wesco and Anixter over the preceding 24 months. The filing is a notice of a planned executive departure and does not disclose financial results, guidance, or any succession arrangements for the role. Investors should view it primarily as a leadership transition announcement tied to the completed Anixter integration.

Jun 9, 2022 8-K