COVER PAGE
COVER PAGE - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 Common Stock, Shares Outstanding | 50,409,946 | |
Entity Registrant Name | WESCO International, Inc. | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0000929008 | |
Series A Preferred Stock [Member] | ||
Cover [Abstract] | ||
Title of 12(b) Security | Depositary Shares, each representing a 1/1,00th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Depositary Shares, each representing a 1/1,00th interest in a share of Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock | |
Series A Preferred Stock [Member] | NEW YORK STOCK EXCHANGE, INC. | ||
Cover [Abstract] | ||
Trading Symbol | WCC PR A | |
Security Exchange Name | NYSE | |
Entity Listings [Line Items] | ||
Trading Symbol | WCC PR A | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Cover [Abstract] | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Common Class A [Member] | NEW YORK STOCK EXCHANGE, INC. | ||
Cover [Abstract] | ||
Trading Symbol | WCC | |
Security Exchange Name | NYSE | |
Entity Listings [Line Items] | ||
Trading Symbol | WCC | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 251,799 | $ 449,135 |
Accounts Receivable, after Allowance for Credit Loss, Current | 2,955,632 | 2,466,903 |
Accounts and Other Receivables, Net, Current | 323,597 | 239,199 |
Inventories, net | 2,569,798 | 2,163,831 |
Prepaid expenses and other current assets | 114,670 | 187,910 |
Assets, Current | 6,215,496 | 5,506,978 |
Property, buildings and equipment, net of accumulated depreciation of $229,041 and $213,758 in 2014 and 2013, respectively | 369,815 | 399,157 |
Operating Lease, Right-of-Use Asset | 540,173 | 534,705 |
Intangible assets, net | 1,977,841 | 2,065,495 |
Goodwill | 3,201,688 | 3,187,169 |
Other assets | 176,005 | 131,637 |
Assets Held-for-sale, Not Part of Disposal Group | 0 | 55,073 |
Assets | 12,481,018 | 11,880,214 |
Accounts payable | 2,246,454 | 1,707,329 |
Accrued payroll and benefit costs | 285,362 | 198,535 |
Current portion of long-term debt | 19,292 | 528,830 |
Other Liabilities, Current | 586,991 | 552,301 |
Liabilities, Current | 3,138,099 | 2,986,995 |
Total long-term debt | 4,565,772 | 4,369,953 |
Operating Lease, Liability, Noncurrent | 421,831 | 414,889 |
Deferred Income Tax Liabilities, Net | 485,548 | 488,261 |
Other Liabilities, Noncurrent | 287,951 | 278,010 |
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities | 0 | 5,717 |
Liabilities | 8,899,201 | 8,543,825 |
Commitments and Contingencies | ||
Additional capital | 1,961,369 | 1,942,810 |
Retained earnings | $ 2,851,747 | $ 2,601,662 |
Treasury stock, shares (in shares) | 21,980,847 | 21,870,961 |
Treasury stock, at cost; 21,980,847 and 21,870,961 shares in 2021 and 2020, respectively | $ (950,004) | $ (938,335) |
Accumulated other comprehensive income | (275,351) | (263,134) |
Total WESCO International, Inc. stockholders' equity | 3,588,485 | 3,343,722 |
Noncontrolling interest | (6,668) | (7,333) |
Total stockholders’ equity | 3,581,817 | 3,336,389 |
Liabilities and Equity | $ 12,481,018 | $ 11,880,214 |
Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
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, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | $ 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |
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, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | $ 0 |
Common Stock [Member] | ||
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) | 68,049,518 | 67,596,515 |
Common stock, shares outstanding (in shares) | 50,408,102 | 50,064,985 |
Common stock | $ 681 | $ 676 |
Common Class B [Member] | ||
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 |
Common stock | $ 43 | $ 43 |
CONSOLIDATED BALANCE SHEETS (pa
CONSOLIDATED BALANCE SHEETS (parenthetical items) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 38,550 | $ 23,909 |
Accumulated depreciation | 352,586 | 312,106 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 74,222 | 87,142 |
5.375% Senior Notes due 2021 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 1,039 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Gross Profit [Abstract] | ||||
Revenues | $ 4,728,325 | $ 4,141,801 | $ 13,365,592 | $ 8,197,154 |
Cost of goods sold | 3,720,332 | 3,356,259 | 10,581,406 | 6,641,438 |
Operating Expenses [Abstract] | ||||
Selling, general and administrative expense | 721,795 | 561,971 | 2,057,952 | 1,221,114 |
Depreciation and amortization | 56,732 | 45,476 | 144,645 | 80,324 |
Income from operations | 229,466 | 178,095 | 581,589 | 254,278 |
Nonoperating Income (Expense) | 69,720 | 74,540 | 207,683 | 152,281 |
Other Nonoperating Income (Expense) | (5,320) | (777) | (8,929) | (1,463) |
Income before income taxes | 165,066 | 104,332 | 382,835 | 103,460 |
Provision for income taxes | 44,870 | 24,294 | 84,201 | 23,707 |
Net income | 120,196 | 80,038 | 298,634 | 79,753 |
Net (loss) income attributable to noncontrolling interest | 600 | (640) | 665 | (825) |
Net income attributable to WESCO International, Inc. | 119,596 | 80,678 | 297,969 | 80,578 |
Preferred Stock Dividends, Income Statement Impact | 14,352 | 14,511 | 43,056 | 15,787 |
Net Income (Loss) Available to Common Stockholders, Basic | 105,244 | 66,167 | 254,913 | 64,791 |
Comprehensive Income: | ||||
Foreign currency translation adjustment | (50,277) | 41,428 | (12,217) | (9,689) |
Comprehensive income attributable to WESCO International, Inc. | $ 54,967 | $ 107,595 | $ 242,696 | $ 55,102 |
Basic (in dollars per share) | $ 2.09 | $ 1.32 | $ 5.07 | $ 1.44 |
Diluted (in dollars per share) | $ 2.02 | $ 1.31 | $ 4.91 | $ 1.44 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Activities: | ||
Net income | $ 298,634 | $ 79,753 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 144,645 | 80,324 |
Stock-based compensation expense | 22,784 | 15,529 |
Amortization of Debt Issuance Costs and Discounts | 15,290 | 6,301 |
Gain (Loss) on Disposition of Business | (8,927) | (19,816) |
Deferred income taxes | (5,340) | (8,261) |
Other operating activities, net | 8,604 | (3,777) |
Changes in assets and liabilities | ||
Increase (Decrease) in Accounts Receivable | 521,491 | (3,584) |
Increase (Decrease) in Accounts and Other Receivables | (84,326) | (14,702) |
Inventories, net | (428,405) | 77,681 |
Increase (Decrease) in Other Operating Assets | 19,299 | (26,655) |
Accounts payable | 550,858 | 80,489 |
Accrued payroll and benefit costs | 65,136 | 25,872 |
Other current and noncurrent liabilities | 95,909 | 122,616 |
Net cash provided by operating activities | 172,670 | 418,938 |
Investing Activities: | ||
Capital expenditures | (25,170) | (42,562) |
Payments to Acquire Businesses, Gross | 0 | (3,707,575) |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 56,010 | 0 |
Other investing activities | 5,766 | 26,240 |
Net cash used in investing activities | 36,606 | (3,723,897) |
Financing Activities: | ||
Proceeds from (Repayments of) Short-term Debt | (10,288) | (9,824) |
Proceeds from issuance of long-term debt | 2,470,306 | 4,661,830 |
Repayments of Other Long-term Debt | 1,935,655 | 1,045,667 |
Payments for Repurchase of Common Stock | (20,784) | (2,032) |
Payments of Dividends | (43,056) | (15,787) |
Payments of Debt Issuance Costs | (1,849) | (79,945) |
Other financing activities, net | (14,174) | (1,255) |
Net cash used in financing activities | (410,204) | 3,507,320 |
Effect of exchange rate on cash and cash equivalents | 3,592 | (1,014) |
Cash and cash equivalents at the beginning of period | 449,135 | 150,902 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (197,336) | 201,347 |
Cash and cash equivalents at the end of period | 251,799 | 352,249 |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 141,594 | 36,035 |
Income Taxes Paid | 53,759 | 44,994 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 120,384 | 80,626 |
5.375% Senior Notes due 2021 | ||
Financing Activities: | ||
Repayments of Senior Debt | 500,000 | 0 |
Repayments of Senior Debt | 500,000 | 0 |
5.375% Senior Notes due 2024 | ||
Financing Activities: | ||
Repayments of Senior Debt | 354,704 | 0 |
Repayments of Senior Debt | $ 354,704 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Statement - USD ($) $ in Thousands | Total | Common Class B [Member] | Common Stock [Member] | Series A Preferred Stock [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Additional Paid-in Capital [Member] |
Common stock | $ 43 | $ 593 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 59,308,018 | |||||||
Additional capital | $ 1,039,347 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,530,429 | ||||||||
Treasury Stock, Value | $ (937,157) | ||||||||
ERROR in label resolution. | (21,850,356) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (6,812) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (367,772) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 0 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 1 | $ 79 | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | (39) | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 4,626 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 0 | $ (761) | $ 2,297 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (105,620) | 2,020 | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (31,680) | ||||||||
Net Income (Loss) Attributable to Parent | 34,407 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (232) | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (93,851) | ||||||||
Net Income (Loss) Attributable to Parent | 80,578 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (825) | ||||||||
Common stock | $ 43 | $ 594 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 59,381,958 | |||||||
Additional capital | 1,041,637 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,565,597 | ||||||||
Treasury Stock, Value | $ (937,078) | ||||||||
ERROR in label resolution. | (21,848,336) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (7,044) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (461,623) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 0 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 0 | $ (437) | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | 0 | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 4,901 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 0 | (27) | 37 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (30,665) | (10,858) | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (652) | ||||||||
Stock Issued During Period, Value, Purchase of Assets | 82 | $ 0 | 886,740 | ||||||
Net Income (Loss) Attributable to Parent | $ (34,506) | ||||||||
Dividends, Preferred Stock | $ (1,276) | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 47 | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 42,734 | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | 8,150,228 | 21,612 | |||||||
Common stock | $ 43 | $ 676 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 67,562,199 | |||||||
Additional capital | $ 1,933,241 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,529,842 | ||||||||
Treasury Stock, Value | $ (937,515) | ||||||||
ERROR in label resolution. | (21,859,194) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (6,997) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (418,889) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 0 | $ (5) | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | 0 | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 6,002 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 0 | (13) | 3 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (479) | (107) | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (57) | ||||||||
Stock Issued During Period, Value, Purchase of Assets | (139) | ||||||||
Net Income (Loss) Attributable to Parent | 80,678 | ||||||||
Dividends, Preferred Stock | $ (14,511) | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (640) | (640) | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 41,428 | ||||||||
Common stock | $ 43 | $ 676 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 67,562,621 | |||||||
Additional capital | 1,939,101 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,596,022 | ||||||||
Treasury Stock, Value | $ (937,520) | ||||||||
ERROR in label resolution. | (21,859,301) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (7,637) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (377,461) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 | ||||||||
Common stock | $ 43 | $ 676 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 67,596,515 | |||||||
Additional capital | 1,942,810 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,601,662 | ||||||||
Treasury Stock, Value | $ (938,335) | ||||||||
ERROR in label resolution. | (21,870,961) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (7,333) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (263,134) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 2 | $ (1,421) | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | (38) | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 5,954 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 0 | 617 | 2,209 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (165,641) | (15,330) | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (35,289) | ||||||||
Net Income (Loss) Attributable to Parent | 59,178 | ||||||||
Dividends, Preferred Stock | (14,352) | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | (24) | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 16,841 | ||||||||
Net Income (Loss) Attributable to Parent | 297,969 | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 665 | ||||||||
Common stock | $ 43 | $ 678 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 67,726,867 | |||||||
Additional capital | 1,946,517 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,645,871 | ||||||||
Treasury Stock, Value | $ (939,756) | ||||||||
ERROR in label resolution. | (21,886,291) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (7,357) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (246,293) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 2 | $ (7,942) | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | (1) | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 7,225 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 0 | 49 | 88 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (194,615) | (74,698) | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (1,520) | ||||||||
Net Income (Loss) Attributable to Parent | 119,195 | ||||||||
Dividends, Preferred Stock | $ (14,352) | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 89 | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 21,219 | ||||||||
Common stock | $ 43 | $ 680 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 67,919,962 | |||||||
Additional capital | 1,953,653 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,750,665 | ||||||||
Treasury Stock, Value | $ (947,698) | ||||||||
ERROR in label resolution. | (21,960,989) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (7,268) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (225,074) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 | ||||||||
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense) | $ 2 | $ (2,306) | |||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise | (2) | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | 9,605 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ (1) | $ 4,162 | $ 1,887 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (187,770) | (19,858) | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (58,214) | ||||||||
Net Income (Loss) Attributable to Parent | 119,596 | ||||||||
Dividends, Preferred Stock | $ (14,352) | ||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | 600 | $ 600 | |||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | $ (50,277) | ||||||||
Common stock | $ 43 | $ 681 | |||||||
Common Stock, Shares, Issued | 4,339,431 | 68,049,518 | |||||||
Additional capital | 1,961,369 | ||||||||
Retained Earnings (Accumulated Deficit) | 2,851,747 | ||||||||
Treasury Stock, Value | $ (950,004) | ||||||||
ERROR in label resolution. | (21,980,847) | ||||||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ (6,668) | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (275,351) | ||||||||
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ 0 | ||||||||
Preferred stock, shares issued (in shares) | 21,612 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
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. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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’s 2020 Annual Report on Form 10-K as filed with the SEC on March 1, 2021. The Condensed Consolidated Balance Sheet at December 31, 2020 was derived from the audited Consolidated Financial Statements as of that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. The unaudited Condensed Consolidated Balance Sheet as of September 30, 2021, 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, 2021 and 2020, and the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, 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 For the nine months ended September 30, 2020, a gain on sale of assets of $19.8 million, stock-based compensation of $15.5 million, and amortization of debt discount and debt issuance costs of $6.3 million have been reclassified from other operating activities, net in the unaudited Condensed Consolidated Statement of Cash Flows. These reclassifications have been made to conform to the current period presentation. Change in Estimates During the second quarter of 2021, the Company established a new corporate brand strategy that will result in migrating certain legacy WESCO sub-brands to a master brand architecture. The Company accounts for the trademarks associated with these sub-brands as intangible assets. As of December 31, 2020, $39.1 million of the trademarks impacted by the master brand strategy had indefinite lives and $9.5 million had remaining estimated useful lives ranging from 3 to 8 years. The Company continually evaluates whether events or circumstances have occurred that would require a change to the estimated useful lives of indefinite-lived and definite lived intangible assets. When such a change is warranted, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Accordingly, during the second quarter of 2021, the Company changed the estimated useful lives of the trademarks affected by the new corporate brand strategy to coincide with the expected period of time to migrate such sub-brands to the master brand architecture. The Company assigned remaining estimated useful lives to these trademarks, including those that previously had indefinite lives, ranging from less than one year to 5 years. The Company assessed these intangible assets for impairment prior to amortizing them over their revised estimated remaining useful lives. No impairment losses were identified as a result of these tests. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of Accounting Standards Codification ("ASC") Topic 740, Income Taxes , and simplifies other aspects of accounting for income taxes. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company adopted this ASU in the first quarter of 2021. The adoption of this guidance did not have a material impact on the consolidated financial statements and notes thereto presented herein. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact related to the replacement of London Interbank Offered Rate ("LIBOR") and whether the Company will elect the adoption of the optional guidance. 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 significant to WESCO’s financial position, results of operations or cash flows. |
Change in Accounting Estimate | Change in Estimates During the second quarter of 2021, the Company established a new corporate brand strategy that will result in migrating certain legacy WESCO sub-brands to a master brand architecture. The Company accounts for the trademarks associated with these sub-brands as intangible assets. As of December 31, 2020, $39.1 million of the trademarks impacted by the master brand strategy had indefinite lives and $9.5 million had remaining estimated useful lives ranging from 3 to 8 years. The Company continually evaluates whether events or circumstances have occurred that would require a change to the estimated useful lives of indefinite-lived and definite lived intangible assets. When such a change is warranted, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Accordingly, during the second quarter of 2021, the Company changed the estimated useful lives of the trademarks affected by the new corporate brand strategy to coincide with the expected period of time to migrate such sub-brands to the master brand architecture. The Company assigned remaining estimated useful lives to these trademarks, including those that previously had indefinite lives, ranging from less than one year to 5 years. The Company assessed these intangible assets for impairment prior to amortizing them over their revised estimated remaining useful lives. No impairment losses were identified as a result of these tests. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of Accounting Standards Codification ("ASC") Topic 740, Income Taxes , and simplifies other aspects of accounting for income taxes. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company adopted this ASU in the first quarter of 2021. The adoption of this guidance did not have a material impact on the consolidated financial statements and notes thereto presented herein. |
REVENUE (Notes)
REVENUE (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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, which consist of EES, CSS and UBS, operate in the United States, Canada and various other international countries. The following tables disaggregate WESCO’s net sales by segment and geography for the periods presented: Three Months Ended Nine Months Ended September 30 September 30 (In thousands) 2021 2020 2021 2020 EES $ 1,982,485 $ 1,653,726 $ 5,626,309 $ 3,811,498 CSS 1,488,689 1,388,791 4,200,424 1,953,967 UBS 1,257,151 1,099,284 3,538,859 2,431,689 Total by segment $ 4,728,325 $ 4,141,801 $ 13,365,592 $ 8,197,154 Three Months Ended Nine Months Ended September 30 September 30 (In thousands) 2021 2020 2021 2020 United States $ 3,407,437 $ 3,033,101 $ 9,656,183 $ 6,100,877 Canada 709,507 582,700 2,020,395 1,311,724 Other International (1) 611,381 526,000 1,689,014 784,553 Total by geography $ 4,728,325 $ 4,141,801 $ 13,365,592 $ 8,197,154 (1) No individual country's net sales are greater than 10% of total net sales. In accordance with certain contractual arrangements, WESCO receives payment from certain of its customers in advance and recognizes such payment as deferred revenue. Revenue for advance payment is recognized 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 customer’s advance payment. At September 30, 2021 and December 31, 2020, $44.5 million and $24.3 million, respectively, of deferred revenue was recorded as a component of other current liabilities in the Condensed Consolidated Balance Sheets. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Anixter International Inc. On June 22, 2020, WESCO completed its acquisition of Anixter International Inc. ("Anixter"), a Delaware corporation. Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2020 (the “Merger Agreement”), by and among Anixter, WESCO and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of WESCO. On June 23, 2020, Anixter merged with and into Anixter Inc., with Anixter Inc. surviving to become a wholly owned subsidiary of WESCO. The Company used the net proceeds from the issuance of senior unsecured notes, borrowings under its revolving credit and accounts receivable securitization facilities, as well as cash on hand, to finance the acquisition of Anixter and related transaction costs. At the effective time of the Merger, each outstanding share of common stock of Anixter (subject to limited exceptions) was converted into the right to receive (i) $72.82 in cash, (ii) 0.2397 shares of common stock of WESCO, par value $0.01 per share (the “WESCO Common Stock”) and (iii) 0.6356 depositary shares, each representing a 1/1,000th interest in a share of newly issued fixed-rate reset cumulative perpetual preferred stock of WESCO, Series A, with a $25,000 stated amount per whole preferred share and an initial dividend rate equal to 10.625%. Anixter was a leading distributor of network and security solutions, electrical and electronic solutions, and utility power solutions with locations in over 300 cities across approximately 50 countries, and 2019 annual sales of more than $8 billion. The Merger brought together two companies with highly compatible capabilities and characteristics. The combination of WESCO and Anixter created an enterprise with scale and has afforded the Company the opportunity to digitize its business and expand its services portfolio and supply chain offerings. The total fair value of consideration transferred for the Merger consisted of the following: (In thousands) Cash portion attributable to common stock outstanding $ 2,476,010 Cash portion attributable to options and restricted stock units outstanding 87,375 Fair value of cash consideration 2,563,385 Common stock consideration 313,512 Series A preferred stock consideration 573,786 Fair value of equity consideration 887,298 Extinguishment of Anixter obligations, including accrued and unpaid interest 1,247,653 Total purchase consideration $ 4,698,336 Supplemental cash flow disclosure related to acquisitions: Cash paid for acquisition $ 3,811,038 Less: Cash acquired (103,463) Cash paid for acquisition, net of cash acquired $ 3,707,575 The Merger was accounted for as a business combination with WESCO acquiring Anixter in accordance with ASC 805, Business Combinations . Under the acquisition method of accounting, the purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, with any excess allocated to goodwill. The fair value estimates were based on income, market and cost valuation methods using primarily unobservable inputs developed by management, which are categorized as Level 3 in the fair value hierarchy. Specifically, the fair values of the identified trademark and customer relationship intangible assets were estimated using the relief-from-royalty and multi-period excess earnings methods, respectively. Significant inputs used to value these identifiable intangible assets included projected revenues and expected operating margins, customer attrition rates, discount rates, royalty rates, and applicable income tax rates. The excess purchase consideration recorded to goodwill is not deductible for income tax purposes, and has been assigned to the Company's reportable segments based on their relative fair values, as disclosed in Note 5, "Goodwill and Intangible Assets". The resulting goodwill is primarily attributable to Anixter's workforce, significant cross-selling opportunities in additional geographies, enhanced scale, and other operational efficiencies. During the second quarter of 2021, the Company finalized its allocation of the purchase consideration to the respective fair values of assets acquired and liabilities assumed in the acquisition of Anixter. As the Company obtained additional information during the measurement period (one year from the acquisition date), it recorded adjustments to its preliminary estimates of fair value, which are presented in the table below. The net impact of these adjustments was an increase to goodwill of $13.4 million in the second quarter of 2021 and $16.4 million since the Company's initial estimate. The following table sets forth the allocation of the purchase consideration to the respective fair value of assets acquired and liabilities assumed for the acquisition of Anixter: Preliminary Fair Value Estimates Measurement Period Adjustments Final Purchase Price Allocation Assets (In thousands) Cash and cash equivalents $ 103,463 $ — $ 103,463 Trade accounts receivable 1,309,894 (8,928) 1,300,966 Other accounts receivable 116,386 — 116,386 Inventories 1,424,768 (14,906) 1,409,862 Prepaid expenses and other current assets 53,462 14,202 67,664 Property, buildings and equipment 215,513 (3,792) 211,721 Operating lease assets 262,238 18,047 280,285 Intangible assets 1,832,700 5,365 1,838,065 Goodwill 1,367,981 16,356 1,384,337 Other assets 114,258 25,589 139,847 Total assets $ 6,800,663 $ 51,933 $ 6,852,596 Liabilities Accounts payable $ 920,163 $ (1,239) $ 918,924 Accrued payroll and benefit costs 69,480 — 69,480 Short-term debt and current portion of long-term debt 13,225 — 13,225 Other current liabilities 221,574 12,745 234,319 Long-term debt 77,822 (205) 77,617 Operating lease liabilities 200,286 17,017 217,303 Deferred income taxes 392,165 (15,111) 377,054 Other noncurrent liabilities 207,612 38,726 246,338 Total liabilities $ 2,102,327 $ 51,933 $ 2,154,260 Fair value of net assets acquired, including goodwill and intangible assets $ 4,698,336 $ — $ 4,698,336 The following table sets forth the identifiable intangible assets and their estimated weighted-average useful lives: Identifiable Intangible Assets Estimated Weighted-Average Estimated Useful Life in Years (1) (In thousands) Customer relationships $ 1,098,900 19 Trademarks 735,000 Indefinite Non-compete agreements 4,165 2 Total identifiable intangible assets $ 1,838,065 (1) During the three months ended December 31, 2020, the Company recorded measurement period adjustments to the estimated useful lives initially assigned to customer relationships, which resulted in income of $6.4 million. The results of operations of Anixter are included in the unaudited condensed consolidated financial statements beginning on June 22, 2020, the acquisition date. For the three and nine months ended September 30, 2021, the condensed consolidated statements of income include $2.5 billion and $7.0 billion of net sales, respectively, and $165.8 million and $437.3 million of income from operations, respectively, for Anixter. For the three and nine months ended September 30, 2020, the condensed consolidated statements of income include $2.2 billion and $2.4 billion of net sales, respectively, $80.0 million and $98.4 million of income from operations for Anixter. For the three months ended September 30, 2021 and 2020, the Company incurred costs related to the Merger of $35.8 million and $14.2 million, respectively, which primarily consist of advisory, legal, integration, separation and other costs. For the nine months ended September 30, 2021 and 2020, such costs were $119.8 million and $92.1 million, respectively. These costs are included in selling, general and administrative expenses for all periods presented. Pro Forma Financial Information The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the Company had completed the Merger on January 1, 2019. The unaudited pro forma financial information includes adjustments to amortization and depreciation for intangible assets and property, buildings and equipment, adjustments to interest expense for the additional indebtedness incurred to complete the acquisition (including the amortization of debt discount and issuance costs), transaction costs, change in control and severance costs, dividends accrued on the Series A preferred stock, compensation expense associated with the WESCO phantom stock unit awards described in Note 9, "Employee Benefit Plans", as well as the respective income tax effects of such adjustments. For the three and nine months ended September 30, 2020, adjustments totaling $1.3 million and $5.5 million, respectively increased the unaudited pro forma net income attributable to common stockholders. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that WESCO may achieve as a result of its acquisition of Anixter, the costs to integrate the operations of WESCO and Anixter or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The unaudited pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the beginning of the respective periods, nor is it necessarily indicative of future results of operations of the combined company. Three Months Ended Nine Months Ended (In thousands) September 30, September 30, Pro forma net sales (1) $ 4,141,801 $ 11,888,061 Pro forma net income attributable to common stockholders (1) 66,651 112,717 (1) The Company reported pro forma net sales and pro forma net income attributable to common stockholders for the three and nine months ended September 30, 2020 in the Notes to Condensed Consolidated Financial Statements of its Quarterly Report on Form 10-Q for the period ended September 30, 2020 of $4,111.7 million and $11,802.5 million, respectively, and $63.8 million and $106.9 million, respectively. These amounts excluded the financial results of WESCO's legacy utility and data communications businesses in Canada, which were divested in the first quarter of 2021 under a Consent Agreement with the Competition Bureau of Canada, as described below. Canadian Divestitures On August 6, 2020, the Company entered into a Consent Agreement with the Competition Bureau of Canada regarding the merger with Anixter. Under the Consent Agreement, the Company was required to divest certain legacy WESCO utility and data communications businesses in Canada. In February 2021, the Company completed such divestitures for cash consideration totaling $56.0 million. The Company recognized a net gain from the sale of these businesses of $8.9 million, which is reported as a component of selling, general and administrative expenses for the nine months ended September 30, 2021. These sales fulfilled the Company’s divestiture commitments under the Consent Agreement and the net cash proceeds were used to repay debt. |
GOODWILL (Notes)
GOODWILL (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | Goodwill The following table sets forth the changes in the carrying value of goodwill: Nine Months Ended September 30, 2021 EES CSS UBS Total (In thousands) Beginning balance January 1 (1) $ 853,456 $ 1,115,500 $ 1,218,213 $ 3,187,169 Adjustments to goodwill for acquisitions (Note 4) (2) 1,124 8,602 4,215 13,941 Foreign currency exchange rate changes 1,679 (2,188) 1,087 578 Ending balance September 30 $ 856,259 $ 1,121,914 $ 1,223,515 $ 3,201,688 (1) The beginning balance excludes $26.1 million of goodwill that was classified as held for sale in the UBS segment as of December 31, 2020 and disposed in the first quarter of 2021 as part of the divestitures disclosed in Note 4, "Acquisitions and Disposals". (2) Includes the effect on goodwill of the adjustments to the assets acquired and liabilities assumed in the merger with Anixter since their initial measurement, as described in Note 4, "Acquisitions and Disposals". Intangible Assets The components of intangible assets are as follows: September 30, 2021 December 31, 2020 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 thousands) Trademarks Indefinite $ 794,915 $ — $ 794,915 $ 833,793 $ — $ 833,793 Customer relationships (2) 10 - 20 1,431,265 (287,565) 1,143,700 1,434,554 (227,585) 1,206,969 Distribution agreements (2) 10 - 19 29,212 (22,297) 6,915 29,212 (21,040) 8,172 Trademarks (2) Less than 1 - 15 63,899 (32,964) 30,935 24,898 (11,415) 13,483 Non-compete agreements 2 4,292 (2,916) 1,376 4,462 (1,384) 3,078 $ 2,323,583 $ (345,742) $ 1,977,841 $ 2,326,919 $ (261,424) $ 2,065,495 (1) Excludes the original cost and related accumulated amortization of fully-amortized intangible assets. (2) The net carrying amount as of December 31, 2020 excluded $1.0 million of trademarks, $3.3 million of customer relationships and $1.4 million of distribution agreements that were classified as held for sale and disposed in the first quarter of 2021 as part of the divestitures disclosed in Note 4, "Acquisitions and Disposals". Amortization expense related to intangible assets totaled $37.1 million and $27.3 million for the three months ended September 30, 2021 and 2020, respectively, and $85.8 million and $45.9 million for the nine months ended September 30, 2021 and 2020, respectively. For the three and nine months ended September 30, 2021, amortization expense includes $15.1 million and $20.2 million, respectively, resulting from the changes in estimated useful lives of certain legacy WESCO trademarks that are migrating to the Company's master brand architecture, as described in Note 2, "Accounting Policies". The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter: For year ending December 31, (In thousands) 2021 $ 33,814 2022 92,591 2023 83,294 2024 80,835 2025 77,719 Thereafter 814,673 |
STOCK-BASED COMPENSATION (Notes
STOCK-BASED COMPENSATION (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | WESCO sponsors a stock-based compensation plan. On May 27, 2021, the Company's stockholders approved the WESCO International, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Compensation Committee of the Company's Board of Directors. The 2021 Plan was designed to be the successor plan to all prior stock-based compensation plans. Accordingly, no new awards may be granted under the Company’s 1999 Long-Term Incentive Plan, as amended and restated (the “1999 Plan”) or any other prior plan. Awards outstanding under any such prior plans will remain in full force and effect under such plans according to their respective terms. To the extent that any such award is forfeited, terminates, expires or lapses without being exercised, or is settled for cash, the shares subject to such award not delivered will again be available for awards under the 2021 Plan. The maximum number of shares of the Company’s common stock that may be granted pursuant to awards under the 2021 Plan is 2,150,000, less any shares issued under the 1999 Plan between March 31, 2021 and May 27, 2021. If any award granted under the 2021 Plan is forfeited, terminates, expires or lapses instead of being exercised, or is settled for cash, the shares subject to such award will again be available for grant under the 2021 Plan. Shares delivered by participants or withheld by the Company to pay all or a portion of the exercise price or withholding taxes with respect to stock option or stock appreciation right awards will not again be available for issuance. Shares delivered by participants or withheld by the Company to satisfy applicable tax withholding obligations with respect to restricted shares or restricted stock units will again be available for grant under the 2021 Plan. Stock-based employee compensation awards outstanding under WESCO's plans are comprised of 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-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 employee behavior that is reviewed on an annual basis. No dividends are assumed. For 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-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 granted in February 2020 and prior vest based on a minimum time period of three years. The special award described below vests in tranches. Restricted stock units awarded in 2021 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. Outstanding awards would vest upon the consummation of a change in control transaction and performance-based awards would vest at the target level. On July 2, 2020, a special award of restricted stock units was granted to certain officers of the Company. These awards vest in tranches of 30% on each of the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date, subject, in each case, to continued employment through the applicable anniversary date. Performance-based awards granted in 2021, 2020 and 2019 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. During the three and nine months ended September 30, 2021 and 2020, WESCO granted the following stock-settled stock appreciation rights, restricted stock units and performance-based awards at the following weighted-average fair values: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Stock-settled stock appreciation rights granted — — 139,592 262,091 Weighted-average fair value $ — $ — $ 33.19 $ 13.86 Restricted stock units granted 6,897 444,375 314,480 655,825 Weighted-average fair value $ 108.76 $ 32.18 $ 77.81 $ 37.38 Performance-based awards granted — — 122,812 158,756 Weighted-average fair value $ — $ — $ 76.76 $ 48.67 The fair value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions: Nine Months Ended September 30, September 30, Risk free interest rate 0.8 % 1.4 % Expected life (in years) 7 5 Expected volatility 41 % 30 % The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve as of the grant date. The expected life is based on historical exercise experience and 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. The following table sets forth a summary of stock-settled stock appreciation rights and related information for the nine months ended September 30, 2021: Awards Weighted- Weighted- Aggregate Outstanding at December 31, 2020 2,161,556 $ 60.48 Granted 139,592 77.05 Exercised (671,272) 55.93 Forfeited (12,719) 52.57 Outstanding at September 30, 2021 1,617,157 63.87 5.7 $ 83,206 Exercisable at September 30, 2021 1,247,342 $ 64.94 4.9 $ 62,835 For the nine months ended September 30, 2021, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $31.0 million. The following table sets forth a summary of time-based restricted stock units and related information for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 921,495 $ 43.15 Granted 314,480 77.81 Vested (228,584) 44.02 Forfeited (30,182) 62.68 Unvested at September 30, 2021 977,209 $ 53.41 The following table sets forth a summary of performance-based awards for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 305,269 $ 52.61 Granted 122,812 76.76 Vested (22,371) 62.34 Forfeited (27,802) 59.87 Unvested at September 30, 2021 377,908 $ 59.35 Vesting of the 377,908 shares of performance-based awards in the table above is dependent upon the achievement of certain performance targets, including half that are dependent upon the three-year average growth rate of WESCO's net income attributable to common stockholders and the other half that are based upon 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. WESCO recognized $9.6 million and $6.0 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the three months ended September 30, 2021 and 2020, respectively. WESCO recognized $22.8 million and $15.5 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was $53.2 million of total unrecognized compensation expense related to non-vested stock-based compensation arrangements for all awards previously made of which approximately $8.0 million is expected to be recognized over the remainder of 2021, $26.4 million in 2022, $17.0 million in 2023 and $1.8 million in 2024. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
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 details of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 30 September 30 (In thousands, except per share data) 2021 2020 2021 2020 Net income attributable to WESCO International, Inc. $ 119,596 $ 80,678 $ 297,969 $ 80,578 Less: Preferred stock dividends 14,352 14,511 43,056 15,787 Net income attributable to common stockholders $ 105,244 $ 66,167 $ 254,913 $ 64,791 Weighted-average common shares outstanding used in computing basic earnings per share 50,386 50,043 50,252 44,873 Common shares issuable upon exercise of dilutive equity awards 1,677 444 1,644 231 Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share 52,063 50,487 51,896 45,104 Earnings per share attributable to common stockholders Basic $ 2.09 $ 1.32 $ 5.07 $ 1.44 Diluted $ 2.02 $ 1.31 $ 4.91 $ 1.44 The computation of diluted earnings per share attributable to common stockholders excludes stock-based awards that would have an antidilutive effect on earnings per share. For the three months ended September 30, 2021, there were no antidilutive stock-based awards, and for the nine months then ended, there were approximately 0.1 million antidilutive awards. For the three and nine months ended September 30, 2020, the computation of diluted earnings per share attributable to common stockholders excluded stock-based awards of approximately 2.0 million and 3.0 million, respectively. |
DEBT (Notes)
DEBT (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Debt Disclosure [Text Block] | 8. DEBT The following table sets forth WESCO's outstanding indebtedness: As of September 30, December 31, (In thousands) International lines of credit $ 17,554 $ 29,575 Accounts Receivable Securitization Facility 1,185,000 950,000 Revolving Credit Facility 550,000 250,000 5.375% Senior Notes due 2021 — 500,000 5.50% Anixter Senior Notes due 2023 58,636 58,636 5.375% Senior Notes due 2024 — 350,000 6.00% Anixter Senior Notes due 2025 4,173 4,173 7.125% Senior Notes due 2025 1,500,000 1,500,000 7.250% Senior Notes due 2028, less debt discount of $8,399 and $9,332 in 2021 and 2020, respectively 1,316,601 1,315,668 Finance lease obligations 17,792 17,931 Total debt 4,649,756 4,975,983 Plus: Fair value adjustment to the Anixter Senior Notes 1,131 1,650 Less: Unamortized debt issuance costs (65,823) (78,850) Less: Short-term debt and current portion of long-term debt (19,292) (528,830) Total long-term debt $ 4,565,772 $ 4,369,953 Accounts Receivable Securitization Facility On June 1, 2021, WESCO Distribution, Inc. ("WESCO Distribution") amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of a Third Amendment to the Fifth Amended and Restated Receivables Purchase Agreement (the “Receivables Amendment”), by and among WESCO Receivables Corp. (“WESCO Receivables”), WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as Administrator. The Receivables Amendment amends the amended and restated receivables purchase agreement entered into on June 22, 2020 (the “Receivables Purchase Agreement”). The Receivables Amendment, among other things, increased the purchase limit under the Receivables Purchase Agreement from $1,200 million to $1,300 million, extended the maturity date from June 22, 2023 to June 21, 2024, decreased the LIBOR floor from 0.50% to 0.00% and decreased the interest rate spread from 1.20% to 1.15%. The commitment fee of the Receivables Facility remained unchanged. Under the Receivables Facility, WESCO sells, on a continuous basis, an undivided interest in all domestic accounts receivable to WESCO Receivables, a wholly owned special purpose entity (the “SPE”). The SPE sells, without recourse, a senior undivided interest in the receivables to financial institutions for cash while maintaining a subordinated undivided interest in the receivables, in the form of overcollateralization. Since WESCO maintains control of the transferred receivables, the transfers do not qualify for “sale” treatment. As a result, the transferred receivables remain on the balance sheet, and WESCO recognizes the related secured borrowing. WESCO has agreed to continue servicing the sold receivables for the third-party conduits and financial institutions at market rates; accordingly, no servicing asset or liability has been recorded. 5.375% Senior Notes due 2021 In November 2013, WESCO Distribution issued $500 million aggregate principal amount of 5.375% Senior Notes due 2021 (the "2021 Notes") through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Notes were issued at 100% of par and were governed by an indenture (the “2021 Indenture”) entered into on November 26, 2013 between WESCO Distribution, as issuer, and U.S. Bank National Association, as trustee. The 2021 Notes were unsecured senior obligations of WESCO Distribution and were guaranteed on a senior unsecured basis by WESCO International. The 2021 Notes had a stated interest rate of 5.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2021 Notes had a maturity date of December 15, 2021 and were redeemable in whole or in part at any time. The net proceeds of the 2021 Notes were used to prepay a portion of the U.S. sub-facility of the then outstanding term loan due 2019. Under the terms of a registration rights agreement dated as of November 26, 2013 among WESCO Distribution, WESCO International and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers of the 2021 Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical in all material respects to the 2021 Notes (the “2021 Exchange Notes”) and to make an offer to exchange the 2021 Exchange Notes for the 2021 Notes. WESCO Distribution launched the exchange offer on June 12, 2014 and the exchange offer expired on July 17, 2014. On December 15, 2020, WESCO Distribution exercised its right to redeem the entire $500 million aggregate principal amount of the 2021 Notes, and U.S. Bank, National Association, as trustee under the 2021 Indenture, issued a notice of redemption to registered holders of the 2021 Notes. On January 14, 2021, WESCO Distribution redeemed the $500 million aggregate principal amount of the 2021 Notes at a redemption price equal to 100% of the principal amount plus accrued interest to, but not including, January 14, 2021. The redemption of the 2021 Notes was funded with available cash, as well as borrowings under the Company's Receivables Facility and revolving credit facility. The Company recognized a loss of $1.0 million from the redemption of the 2021 Notes resulting from the 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, 2021. 5.375% Senior Notes due 2024 In June 2016, WESCO Distribution issued $350 million aggregate principal amount of 5.375% Senior Notes due 2024 (the "2024 Notes") through a private offering exempt from the registration requirements of the Securities Act. The 2024 Notes were issued at 100% of par and were governed by an indenture (the “2024 Indenture”) entered into on June 15, 2016 among WESCO Distribution, as issuer, WESCO International, as parent guarantor, and U.S. Bank National Association, as trustee. The 2024 Notes were unsecured senior obligations of WESCO Distribution and were guaranteed on a senior unsecured basis by WESCO International. The 2024 Notes had a stated interest rate of of 5.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2024 Notes had a maturity date of June 15, 2024. The Company used the net proceeds from the 2024 Notes to redeem its 6.0% Convertible Senior Debentures due 2029. Under the terms of a registration rights agreement dated as of June 15, 2016 among WESCO Distribution, as the issuer, WESCO International, as parent guarantor, and Goldman, Sachs & Co., as representative of the initial purchasers of the 2024 Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical in all material respects to the 2024 Notes (the “2024 Exchange Notes”) and to make an offer to exchange the 2024 Exchange Notes for the 2024 Notes. WESCO Distribution launched the exchange offer on December 28, 2016 and the exchange offer expired on January 31, 2017. On June 2, 2021, WESCO Distribution exercised its right to redeem the entire $350 million aggregate principal amount of the 2024 Notes, and U.S. Bank, National Association, as trustee under the 2024 Indenture, issued a notice of redemption to registered holders of the 2024 Notes. |
EMPLOYEE BENEFIT PLANS (Notes)
EMPLOYEE BENEFIT PLANS (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | 9. EMPLOYEE BENEFIT PLANS Defined Contribution Plans WESCO Distribution sponsors a defined contribution retirement savings plan for the majority of its U.S. employees. The Company matches contributions made by employees at an amount equal to 50% of participants' total monthly contributions up to 6% of eligible compensation. Contributions are made in cash and employees have the option to transfer balances allocated to their accounts into any of the available investment options. The Company may also make, subject to the Board of Directors' approval, a discretionary contribution to the defined contribution retirement savings plan covering U.S. participants if certain predetermined profit levels are attained. WESCO Distribution Canada LP, a wholly-owned subsidiary of the Company, sponsors a defined contribution plan for certain Canadian employees. The Company makes contributions in amounts ranging from 3% to 5% of participants' eligible compensation based on years of continuous service. Anixter Inc. sponsors a defined contribution plan covering all of its non-union U.S. employees (the "Anixter Employee Savings Plan"). The employer match for the Anixter Employee Savings Plan is equal to 50% of a participant's contribution up to 5% of the participant's compensation. Anixter Inc. will also make an annual contribution to the Anixter Employee Savings Plan on behalf of each active participant who is hired or rehired on or after July 1, 2015, or is not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution is equal to either 2% or 2.5% of the participant’s compensation, as determined by the participant’s years of service. This contribution is in lieu of being eligible for the Anixter Inc. Pension Plan. Certain of Anixter Inc.'s foreign subsidiaries also have defined contribution plans. Contributions to these plans are based upon various levels of employee participation and legal requirements. WESCO incurred charges of $16.4 million and $3.5 million for the three months ended September 30, 2021 and 2020, respectively, and $49.1 million and $12.6 million for the nine months ended September 30, 2021 and 2020, respectively, for all defined contribution plans. Deferred Compensation 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, 2021, the Company's obligation under the WESCO Deferred Compensation Plan was $19.9 million, which is included in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. As of December 31, 2020, the Company's obligation under the WESCO Deferred Compensation Plan was $27.4 million, of which $10.1 million was included in other current liabilities and $17.3 million was in other noncurrent liabilities in the Condensed Consolidated Balance Sheet. Anixter Inc. sponsored a non-qualified deferred compensation plan (the "Anixter Deferred Compensation Plan") that permitted select employees to make pre-tax deferrals of salary and bonus. Interest was accrued monthly on the deferred compensation balances based on the average ten-year Treasury note rate for the previous three months times a factor of 1.4, and the rate was further adjusted if certain financial goals were achieved. In the fourth quarter of 2020, the Company terminated the Anixter Deferred Compensation Plan. Accordingly, the deferred compensation liability of $45.1 million was classified in other current liabilities in the Condensed Consolidated Balance Sheet at December 31, 2020. In the second quarter of 2021, the Company settled the liability for the Anixter Deferred Compensation Plan by making lump sum payments of $42.8 million directly to participants. The Company held assets in a Rabbi Trust arrangement to provide for the liability associated with the Anixter Deferred Compensation Plan. The assets were invested in marketable securities. As of December 31, 2020, the assets held in this arrangement were $39.6 million and were recorded in other current assets in the Condensed Consolidated Balance Sheets. In the second quarter of 2021, the Company liquidated this investment arrangement for approximately $39.7 million and used the proceeds to fund the settlement of the Anixter Deferred Compensation Plan described above. Defined Benefit Plans WESCO sponsors a contributory defined benefit plan (the "EECOL Plan") covering substantially all Canadian employees of EECOL Electric Corp. and a Supplemental Executive Retirement Plan for certain executives of EECOL Electric Corp. (the "EECOL SERP"). Anixter Inc. sponsors defined benefit pension plans in the U.S., which consist of the Anixter Inc. Pension Plan, the Executive Benefit Plan and the Supplemental Executive Retirement Plan (the "Anixter SERP") (together, the "Domestic Plans") and various defined benefit pension plans covering employees of foreign subsidiaries in Canada and Europe (together with the "EECOL Plan" and "EECOL SERP", the "Foreign Plans"). The Anixter Inc. Pension Plan was closed to entrants first hired or rehired on or after July 1, 2015. The majority of the Anixter defined benefit pension plans are non-contributory, and with the exception of U.S. and Canada, cover substantially all full-time employees in their respective countries. Retirement benefits are provided based on compensation as defined in each of the pension plans. In the fourth quarter of 2020, the Company terminated both the Anixter Inc. Executive Benefit Plan and the Anixter SERP. Accordingly, pension liabilities totaling $18.1 million associated with the Anixter Inc. Executive Benefit Plan and the Anixter SERP were classified as current in the Condensed Consolidated Balance Sheet at December 31, 2020. In the second quarter of 2021, the Company settled its liability for the Anixter Inc. Executive Benefit Plan by making lump sum payments of $10.4 million directly to participants. The Company expects to make lump sum payments of $7.5 million directly to participants of the Anixter SERP in the fourth quarter of 2021. The Domestic Plans are funded as required by the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Service and the Foreign Plans are funded as required by applicable foreign laws. The EECOL SERP and the Anixter SERP are unfunded plans. The Company made aggregate cash contributions to its Foreign Plans of $2.4 million and $2.2 million during the three months ended September 30, 2021 and 2020, respectively, and $8.1 million and $4.0 million during the nine months ended September 30, 2021 and 2020, respectively. The following tables set forth the components of net periodic pension (benefit) cost for the Company's defined benefit plans: Three Months Ended (In thousands) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Domestic Plans (1) Foreign Plans (1) Total Service cost $ 764 $ 824 $ 3,251 $ 3,002 $ 4,015 $ 3,826 Interest cost 2,018 2,299 2,465 2,545 4,483 4,844 Expected return on plan assets (4,414) (4,041) (4,277) (4,358) (8,691) (8,399) Recognized actuarial gain — — 103 (1) 103 (1) Net periodic pension (benefit) cost $ (1,632) $ (918) $ 1,542 $ 1,188 $ (90) $ 270 Nine Months Ended (In thousands) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Domestic Plans (1) Foreign Plans (1) Total Service cost $ 2,291 $ 944 $ 9,791 $ 5,857 $ 12,082 $ 6,801 Interest cost 6,095 2,565 7,425 4,605 13,520 7,170 Expected return on plan assets (13,241) (4,498) (12,898) (7,503) (26,139) (12,001) Recognized actuarial gain — — 311 52 311 52 Settlement (19) — — — (19) — Net periodic pension (benefit) cost $ (4,874) $ (989) $ 4,629 $ 3,011 $ (245) $ 2,022 (1) The Company assumed the Domestic Plans and certain of the Foreign Plans, as described above, in connection with the acquisition of Anixter on June 22, 2020. The Company began recognizing the net periodic pension (benefit) cost associated with these plans as of the acquisition date. The service cost of $4.0 million and $3.8 million for the three months ended September 30, 2021 and 2020, respectively, and $12.1 million and $6.8 million for the nine months ended September 30, 2021 and 2020, respectively, is reported as a component of selling, general and administrative expenses. The other components of net periodic pension (benefit) cost totaling net benefits of $4.1 million and $3.6 million for the three months ended September 30, 2021 and 2020, respectively, and net benefits of $12.3 million and $4.8 million for the nine months ended September 30, 2021 and 2020, respectively, are presented as a component of other non-operating income ("other income, net"). Other Benefits As permitted by the Merger Agreement, Anixter granted restricted stock units prior to June 22, 2020 in the ordinary course of business to its employees and directors. These awards, which did not accelerate solely as a result of the Merger, were converted into cash-only settled WESCO phantom stock units, which vest ratably over a 3-year period. As of September 30, 2021 and December 31, 2020, the estimated fair value of these awards was $20.5 million and $22.8 million, respectively. The Company recognized compensation expense associated with these awards of $3.4 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and $9.8 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively, which is reported as a component of selling, general and administrative expenses. |
STOCK-BASED COMPENSATION | WESCO sponsors a stock-based compensation plan. On May 27, 2021, the Company's stockholders approved the WESCO International, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Compensation Committee of the Company's Board of Directors. The 2021 Plan was designed to be the successor plan to all prior stock-based compensation plans. Accordingly, no new awards may be granted under the Company’s 1999 Long-Term Incentive Plan, as amended and restated (the “1999 Plan”) or any other prior plan. Awards outstanding under any such prior plans will remain in full force and effect under such plans according to their respective terms. To the extent that any such award is forfeited, terminates, expires or lapses without being exercised, or is settled for cash, the shares subject to such award not delivered will again be available for awards under the 2021 Plan. The maximum number of shares of the Company’s common stock that may be granted pursuant to awards under the 2021 Plan is 2,150,000, less any shares issued under the 1999 Plan between March 31, 2021 and May 27, 2021. If any award granted under the 2021 Plan is forfeited, terminates, expires or lapses instead of being exercised, or is settled for cash, the shares subject to such award will again be available for grant under the 2021 Plan. Shares delivered by participants or withheld by the Company to pay all or a portion of the exercise price or withholding taxes with respect to stock option or stock appreciation right awards will not again be available for issuance. Shares delivered by participants or withheld by the Company to satisfy applicable tax withholding obligations with respect to restricted shares or restricted stock units will again be available for grant under the 2021 Plan. Stock-based employee compensation awards outstanding under WESCO's plans are comprised of 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-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 employee behavior that is reviewed on an annual basis. No dividends are assumed. For 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-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 granted in February 2020 and prior vest based on a minimum time period of three years. The special award described below vests in tranches. Restricted stock units awarded in 2021 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. Outstanding awards would vest upon the consummation of a change in control transaction and performance-based awards would vest at the target level. On July 2, 2020, a special award of restricted stock units was granted to certain officers of the Company. These awards vest in tranches of 30% on each of the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date, subject, in each case, to continued employment through the applicable anniversary date. Performance-based awards granted in 2021, 2020 and 2019 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. During the three and nine months ended September 30, 2021 and 2020, WESCO granted the following stock-settled stock appreciation rights, restricted stock units and performance-based awards at the following weighted-average fair values: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Stock-settled stock appreciation rights granted — — 139,592 262,091 Weighted-average fair value $ — $ — $ 33.19 $ 13.86 Restricted stock units granted 6,897 444,375 314,480 655,825 Weighted-average fair value $ 108.76 $ 32.18 $ 77.81 $ 37.38 Performance-based awards granted — — 122,812 158,756 Weighted-average fair value $ — $ — $ 76.76 $ 48.67 The fair value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions: Nine Months Ended September 30, September 30, Risk free interest rate 0.8 % 1.4 % Expected life (in years) 7 5 Expected volatility 41 % 30 % The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve as of the grant date. The expected life is based on historical exercise experience and 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. The following table sets forth a summary of stock-settled stock appreciation rights and related information for the nine months ended September 30, 2021: Awards Weighted- Weighted- Aggregate Outstanding at December 31, 2020 2,161,556 $ 60.48 Granted 139,592 77.05 Exercised (671,272) 55.93 Forfeited (12,719) 52.57 Outstanding at September 30, 2021 1,617,157 63.87 5.7 $ 83,206 Exercisable at September 30, 2021 1,247,342 $ 64.94 4.9 $ 62,835 For the nine months ended September 30, 2021, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $31.0 million. The following table sets forth a summary of time-based restricted stock units and related information for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 921,495 $ 43.15 Granted 314,480 77.81 Vested (228,584) 44.02 Forfeited (30,182) 62.68 Unvested at September 30, 2021 977,209 $ 53.41 The following table sets forth a summary of performance-based awards for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 305,269 $ 52.61 Granted 122,812 76.76 Vested (22,371) 62.34 Forfeited (27,802) 59.87 Unvested at September 30, 2021 377,908 $ 59.35 Vesting of the 377,908 shares of performance-based awards in the table above is dependent upon the achievement of certain performance targets, including half that are dependent upon the three-year average growth rate of WESCO's net income attributable to common stockholders and the other half that are based upon 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. WESCO recognized $9.6 million and $6.0 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the three months ended September 30, 2021 and 2020, respectively. WESCO recognized $22.8 million and $15.5 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was $53.2 million of total unrecognized compensation expense related to non-vested stock-based compensation arrangements for all awards previously made of which approximately $8.0 million is expected to be recognized over the remainder of 2021, $26.4 million in 2022, $17.0 million in 2023 and $1.8 million in 2024. |
Compensation Related Costs, General | Other Benefits As permitted by the Merger Agreement, Anixter granted restricted stock units prior to June 22, 2020 in the ordinary course of business to its employees and directors. These awards, which did not accelerate solely as a result of the Merger, were converted into cash-only settled WESCO phantom stock units, which vest ratably over a 3-year period. As of September 30, 2021 and December 31, 2020, the estimated fair value of these awards was $20.5 million and $22.8 million, respectively. The Company recognized compensation expense associated with these awards of $3.4 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively, and $9.8 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively, which is reported as a component of selling, general and administrative expenses. |
FAIR VALUE (Notes)
FAIR VALUE (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 10. 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 remaining financial instruments approximates fair value. The assets of the Company's various defined benefit plans are primarily comprised of 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 $2,880.5 million and $3,730.1 million as of September 30, 2021 and December 31, 2020, respectively. The estimated fair value of this debt was $3,139.7 million and $4,084.7 million as of September 30, 2021 and December 31, 2020, 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, 2021 and December 31, 2020. The Company purchases foreign currency forward contracts to minimize the effect of fluctuating 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 the 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 exchange rate. 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, 2021, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expenses ("other income, net") in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. At September 30, 2021 and December 31, 2020, the gross and net notional amounts of foreign currency forward contracts outstanding were approximately $200.5 million and $111.9 million, 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 minimize the effect of fluctuating 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 the 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 exchange rate. 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, 2021, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expenses ("other income, net") in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. At September 30, 2021 and December 31, 2020, the gross and net notional amounts of foreign currency forward contracts outstanding were approximately $200.5 million and $111.9 million, 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The effective tax rate for the three and nine months ended September 30, 2021 was 27.2% and 22.0%, respectively. The effective tax rate for the three and nine months ended September 30, 2020 was 23.3% and 22.9%, respectively. WESCO’s effective tax rate typically differs from the federal statutory income tax rate due to the tax effect of intercompany financing, foreign tax rate differences, the U.S. taxes imposed on foreign income, nondeductible expenses and state income taxes. The effective tax rate for the three months ended September 30, 2021 is higher than the corresponding quarter of the prior year primarily due to the impact on the estimated annual effective tax rate of a decrease in expected foreign tax credit utilization. For the nine months ended September 30, 2021, the effective tax rate reflects discrete income tax benefits resulting from a decrease in the valuation allowance recorded against foreign tax credit carryforwards of $8.3 million and deductible stock-based compensation of $7.8 million, which were partially offset by discrete income tax expense of $4.2 million associated with return-to-provision adjustments. These discrete items reduced the estimated annual effective tax rate by approximately 3.1 percentage points. There have been no material adjustments to liabilities for uncertain tax positions since the last annual disclosure for the year ended December 31, 2020. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | 13. BUSINESS SEGMENTS The Company has operating segments that are organized around three strategic business units consisting of EES, CSS and UBS. These operating segments are equivalent to the Company's reportable segments. The Company's CODM evaluates the performance of its operating segments based primarily on net sales, income from operations, and total assets. Corporate expenses are incurred to obtain and coordinate financing, tax, information technology, legal and other related services. The Company also has various corporate assets which are reported in corporate. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets. Interest expense and other non-operating items are not allocated to the segments or reviewed on a segment basis. Corporate expenses are shown in the tables below to reconcile the reportable segments to the consolidated financial statements. The following tables set forth financial information by reportable segment for the periods presented: (In thousands) Three Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 1,982,485 $ 1,488,689 $ 1,257,151 $ — $ 4,728,325 Income from operations 155,210 108,226 108,172 (142,142) 229,466 Three Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 1,653,726 $ 1,388,791 $ 1,099,284 $ — $ 4,141,801 Income from operations 105,508 89,634 74,092 (91,139) 178,095 (In thousands) Nine Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 5,626,309 $ 4,200,424 $ 3,538,859 $ — $ 13,365,592 Income from operations 409,062 293,446 289,895 (410,814) 581,589 Nine Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 3,811,498 $ 1,953,967 $ 2,431,689 $ — $ 8,197,154 Income from operations 194,643 127,502 167,651 (235,518) 254,278 There were no material changes to the amounts of total assets by reportable segment from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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’s 2020 Annual Report on Form 10-K as filed with the SEC on March 1, 2021. The Condensed Consolidated Balance Sheet at December 31, 2020 was derived from the audited Consolidated Financial Statements as of that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America. The unaudited Condensed Consolidated Balance Sheet as of September 30, 2021, 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, 2021 and 2020, and the unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, 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 [Text Block] | Reclassifications For the nine months ended September 30, 2020, a gain on sale of assets of $19.8 million, stock-based compensation of $15.5 million, and amortization of debt discount and debt issuance costs of $6.3 million have been reclassified from other operating activities, net in the unaudited Condensed Consolidated Statement of Cash Flows. These reclassifications have been made to conform to the current period presentation. Change in Estimates During the second quarter of 2021, the Company established a new corporate brand strategy that will result in migrating certain legacy WESCO sub-brands to a master brand architecture. The Company accounts for the trademarks associated with these sub-brands as intangible assets. As of December 31, 2020, $39.1 million of the trademarks impacted by the master brand strategy had indefinite lives and $9.5 million had remaining estimated useful lives ranging from 3 to 8 years. The Company continually evaluates whether events or circumstances have occurred that would require a change to the estimated useful lives of indefinite-lived and definite lived intangible assets. When such a change is warranted, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Accordingly, during the second quarter of 2021, the Company changed the estimated useful lives of the trademarks affected by the new corporate brand strategy to coincide with the expected period of time to migrate such sub-brands to the master brand architecture. The Company assigned remaining estimated useful lives to these trademarks, including those that previously had indefinite lives, ranging from less than one year to 5 years. The Company assessed these intangible assets for impairment prior to amortizing them over their revised estimated remaining useful lives. No impairment losses were identified as a result of these tests. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of Accounting Standards Codification ("ASC") Topic 740, Income Taxes , and simplifies other aspects of accounting for income taxes. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company adopted this ASU in the first quarter of 2021. The adoption of this guidance did not have a material impact on the consolidated financial statements and notes thereto presented herein. |
New Accounting Pronouncements, Policy | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact related to the replacement of London Interbank Offered Rate ("LIBOR") and whether the Company will elect the adoption of the optional guidance. 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 significant to WESCO’s financial position, results of operations or cash flows. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 Ended Nine Months Ended September 30 September 30 (In thousands) 2021 2020 2021 2020 EES $ 1,982,485 $ 1,653,726 $ 5,626,309 $ 3,811,498 CSS 1,488,689 1,388,791 4,200,424 1,953,967 UBS 1,257,151 1,099,284 3,538,859 2,431,689 Total by segment $ 4,728,325 $ 4,141,801 $ 13,365,592 $ 8,197,154 Three Months Ended Nine Months Ended September 30 September 30 (In thousands) 2021 2020 2021 2020 United States $ 3,407,437 $ 3,033,101 $ 9,656,183 $ 6,100,877 Canada 709,507 582,700 2,020,395 1,311,724 Other International (1) 611,381 526,000 1,689,014 784,553 Total by geography $ 4,728,325 $ 4,141,801 $ 13,365,592 $ 8,197,154 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisition, Schedule of Consideration Transferred | The total fair value of consideration transferred for the Merger consisted of the following: (In thousands) Cash portion attributable to common stock outstanding $ 2,476,010 Cash portion attributable to options and restricted stock units outstanding 87,375 Fair value of cash consideration 2,563,385 Common stock consideration 313,512 Series A preferred stock consideration 573,786 Fair value of equity consideration 887,298 Extinguishment of Anixter obligations, including accrued and unpaid interest 1,247,653 Total purchase consideration $ 4,698,336 Supplemental cash flow disclosure related to acquisitions: Cash paid for acquisition $ 3,811,038 Less: Cash acquired (103,463) Cash paid for acquisition, net of cash acquired $ 3,707,575 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the allocation of the purchase consideration to the respective fair value of assets acquired and liabilities assumed for the acquisition of Anixter: Preliminary Fair Value Estimates Measurement Period Adjustments Final Purchase Price Allocation Assets (In thousands) Cash and cash equivalents $ 103,463 $ — $ 103,463 Trade accounts receivable 1,309,894 (8,928) 1,300,966 Other accounts receivable 116,386 — 116,386 Inventories 1,424,768 (14,906) 1,409,862 Prepaid expenses and other current assets 53,462 14,202 67,664 Property, buildings and equipment 215,513 (3,792) 211,721 Operating lease assets 262,238 18,047 280,285 Intangible assets 1,832,700 5,365 1,838,065 Goodwill 1,367,981 16,356 1,384,337 Other assets 114,258 25,589 139,847 Total assets $ 6,800,663 $ 51,933 $ 6,852,596 Liabilities Accounts payable $ 920,163 $ (1,239) $ 918,924 Accrued payroll and benefit costs 69,480 — 69,480 Short-term debt and current portion of long-term debt 13,225 — 13,225 Other current liabilities 221,574 12,745 234,319 Long-term debt 77,822 (205) 77,617 Operating lease liabilities 200,286 17,017 217,303 Deferred income taxes 392,165 (15,111) 377,054 Other noncurrent liabilities 207,612 38,726 246,338 Total liabilities $ 2,102,327 $ 51,933 $ 2,154,260 Fair value of net assets acquired, including goodwill and intangible assets $ 4,698,336 $ — $ 4,698,336 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the identifiable intangible assets and their estimated weighted-average useful lives: Identifiable Intangible Assets Estimated Weighted-Average Estimated Useful Life in Years (1) (In thousands) Customer relationships $ 1,098,900 19 Trademarks 735,000 Indefinite Non-compete agreements 4,165 2 Total identifiable intangible assets $ 1,838,065 (1) During the three months ended December 31, 2020, the Company recorded measurement period adjustments to the estimated useful lives initially assigned to customer relationships, which resulted in income of $6.4 million. |
Business Acquisition, Pro Forma Information | Pro Forma Financial Information The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the Company had completed the Merger on January 1, 2019. The unaudited pro forma financial information includes adjustments to amortization and depreciation for intangible assets and property, buildings and equipment, adjustments to interest expense for the additional indebtedness incurred to complete the acquisition (including the amortization of debt discount and issuance costs), transaction costs, change in control and severance costs, dividends accrued on the Series A preferred stock, compensation expense associated with the WESCO phantom stock unit awards described in Note 9, "Employee Benefit Plans", as well as the respective income tax effects of such adjustments. For the three and nine months ended September 30, 2020, adjustments totaling $1.3 million and $5.5 million, respectively increased the unaudited pro forma net income attributable to common stockholders. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that WESCO may achieve as a result of its acquisition of Anixter, the costs to integrate the operations of WESCO and Anixter or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The unaudited pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the beginning of the respective periods, nor is it necessarily indicative of future results of operations of the combined company. Three Months Ended Nine Months Ended (In thousands) September 30, September 30, Pro forma net sales (1) $ 4,141,801 $ 11,888,061 Pro forma net income attributable to common stockholders (1) 66,651 112,717 (1) The Company reported pro forma net sales and pro forma net income attributable to common stockholders for the three and nine months ended September 30, 2020 in the Notes to Condensed Consolidated Financial Statements of its Quarterly Report on Form 10-Q for the period ended September 30, 2020 of $4,111.7 million and $11,802.5 million, respectively, and $63.8 million and $106.9 million, respectively. These amounts excluded the financial results of WESCO's legacy utility and data communications businesses in Canada, which were divested in the first quarter of 2021 under a Consent Agreement with the Competition Bureau of Canada, as described below. |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||
Schedule of Goodwill [Table Text Block] | Nine Months Ended September 30, 2021 EES CSS UBS Total (In thousands) Beginning balance January 1 (1) $ 853,456 $ 1,115,500 $ 1,218,213 $ 3,187,169 Adjustments to goodwill for acquisitions (Note 4) (2) 1,124 8,602 4,215 13,941 Foreign currency exchange rate changes 1,679 (2,188) 1,087 578 Ending balance September 30 $ 856,259 $ 1,121,914 $ 1,223,515 $ 3,201,688 | |
Schedule of Finite-Lived Intangible Assets | The components of intangible assets are as follows: September 30, 2021 December 31, 2020 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 thousands) Trademarks Indefinite $ 794,915 $ — $ 794,915 $ 833,793 $ — $ 833,793 Customer relationships (2) 10 - 20 1,431,265 (287,565) 1,143,700 1,434,554 (227,585) 1,206,969 Distribution agreements (2) 10 - 19 29,212 (22,297) 6,915 29,212 (21,040) 8,172 Trademarks (2) Less than 1 - 15 63,899 (32,964) 30,935 24,898 (11,415) 13,483 Non-compete agreements 2 4,292 (2,916) 1,376 4,462 (1,384) 3,078 $ 2,323,583 $ (345,742) $ 1,977,841 $ 2,326,919 $ (261,424) $ 2,065,495 | |
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 year ending December 31, (In thousands) 2021 $ 33,814 2022 92,591 2023 83,294 2024 80,835 2025 77,719 Thereafter 814,673 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 and 2020, WESCO granted the following stock-settled stock appreciation rights, restricted stock units and performance-based awards at the following weighted-average fair values: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Stock-settled stock appreciation rights granted — — 139,592 262,091 Weighted-average fair value $ — $ — $ 33.19 $ 13.86 Restricted stock units granted 6,897 444,375 314,480 655,825 Weighted-average fair value $ 108.76 $ 32.18 $ 77.81 $ 37.38 Performance-based awards granted — — 122,812 158,756 Weighted-average fair value $ — $ — $ 76.76 $ 48.67 |
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, 2021: Awards Weighted- Weighted- Aggregate Outstanding at December 31, 2020 2,161,556 $ 60.48 Granted 139,592 77.05 Exercised (671,272) 55.93 Forfeited (12,719) 52.57 Outstanding at September 30, 2021 1,617,157 63.87 5.7 $ 83,206 Exercisable at September 30, 2021 1,247,342 $ 64.94 4.9 $ 62,835 For the nine months ended September 30, 2021, the aggregate intrinsic value of stock-settled stock appreciation rights exercised during such period was $31.0 million. |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | The following table sets forth a summary of time-based restricted stock units and related information for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 921,495 $ 43.15 Granted 314,480 77.81 Vested (228,584) 44.02 Forfeited (30,182) 62.68 Unvested at September 30, 2021 977,209 $ 53.41 |
Schedule of Nonvested Performance-based Units Activity [Table Text Block] | The following table sets forth a summary of performance-based awards for the nine months ended September 30, 2021: Awards Weighted- Unvested at December 31, 2020 305,269 $ 52.61 Granted 122,812 76.76 Vested (22,371) 62.34 Forfeited (27,802) 59.87 Unvested at September 30, 2021 377,908 $ 59.35 |
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 value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions: Nine Months Ended September 30, September 30, Risk free interest rate 0.8 % 1.4 % Expected life (in years) 7 5 Expected volatility 41 % 30 % |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the details of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 30 September 30 (In thousands, except per share data) 2021 2020 2021 2020 Net income attributable to WESCO International, Inc. $ 119,596 $ 80,678 $ 297,969 $ 80,578 Less: Preferred stock dividends 14,352 14,511 43,056 15,787 Net income attributable to common stockholders $ 105,244 $ 66,167 $ 254,913 $ 64,791 Weighted-average common shares outstanding used in computing basic earnings per share 50,386 50,043 50,252 44,873 Common shares issuable upon exercise of dilutive equity awards 1,677 444 1,644 231 Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share 52,063 50,487 51,896 45,104 Earnings per share attributable to common stockholders Basic $ 2.09 $ 1.32 $ 5.07 $ 1.44 Diluted $ 2.02 $ 1.31 $ 4.91 $ 1.44 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table sets forth WESCO's outstanding indebtedness: As of September 30, December 31, (In thousands) International lines of credit $ 17,554 $ 29,575 Accounts Receivable Securitization Facility 1,185,000 950,000 Revolving Credit Facility 550,000 250,000 5.375% Senior Notes due 2021 — 500,000 5.50% Anixter Senior Notes due 2023 58,636 58,636 5.375% Senior Notes due 2024 — 350,000 6.00% Anixter Senior Notes due 2025 4,173 4,173 7.125% Senior Notes due 2025 1,500,000 1,500,000 7.250% Senior Notes due 2028, less debt discount of $8,399 and $9,332 in 2021 and 2020, respectively 1,316,601 1,315,668 Finance lease obligations 17,792 17,931 Total debt 4,649,756 4,975,983 Plus: Fair value adjustment to the Anixter Senior Notes 1,131 1,650 Less: Unamortized debt issuance costs (65,823) (78,850) Less: Short-term debt and current portion of long-term debt (19,292) (528,830) Total long-term debt $ 4,565,772 $ 4,369,953 |
EMPLOYEE BENEFIT PLANS Schedule
EMPLOYEE BENEFIT PLANS Schedule of Net Benefit Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Postemployment Benefits [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | The following tables set forth the components of net periodic pension (benefit) cost for the Company's defined benefit plans: Three Months Ended (In thousands) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Domestic Plans (1) Foreign Plans (1) Total Service cost $ 764 $ 824 $ 3,251 $ 3,002 $ 4,015 $ 3,826 Interest cost 2,018 2,299 2,465 2,545 4,483 4,844 Expected return on plan assets (4,414) (4,041) (4,277) (4,358) (8,691) (8,399) Recognized actuarial gain — — 103 (1) 103 (1) Net periodic pension (benefit) cost $ (1,632) $ (918) $ 1,542 $ 1,188 $ (90) $ 270 Nine Months Ended (In thousands) September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Domestic Plans (1) Foreign Plans (1) Total Service cost $ 2,291 $ 944 $ 9,791 $ 5,857 $ 12,082 $ 6,801 Interest cost 6,095 2,565 7,425 4,605 13,520 7,170 Expected return on plan assets (13,241) (4,498) (12,898) (7,503) (26,139) (12,001) Recognized actuarial gain — — 311 52 311 52 Settlement (19) — — — (19) — Net periodic pension (benefit) cost $ (4,874) $ (989) $ 4,629 $ 3,011 $ (245) $ 2,022 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following tables set forth financial information by reportable segment for the periods presented: (In thousands) Three Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 1,982,485 $ 1,488,689 $ 1,257,151 $ — $ 4,728,325 Income from operations 155,210 108,226 108,172 (142,142) 229,466 Three Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 1,653,726 $ 1,388,791 $ 1,099,284 $ — $ 4,141,801 Income from operations 105,508 89,634 74,092 (91,139) 178,095 (In thousands) Nine Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 5,626,309 $ 4,200,424 $ 3,538,859 $ — $ 13,365,592 Income from operations 409,062 293,446 289,895 (410,814) 581,589 Nine Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 3,811,498 $ 1,953,967 $ 2,431,689 $ — $ 8,197,154 Income from operations 194,643 127,502 167,651 (235,518) 254,278 |
Schedule of Segment Reporting Information, by Segment | The following tables set forth financial information by reportable segment for the periods presented: (In thousands) Three Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 1,982,485 $ 1,488,689 $ 1,257,151 $ — $ 4,728,325 Income from operations 155,210 108,226 108,172 (142,142) 229,466 Three Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 1,653,726 $ 1,388,791 $ 1,099,284 $ — $ 4,141,801 Income from operations 105,508 89,634 74,092 (91,139) 178,095 (In thousands) Nine Months Ended September 30, 2021 EES CSS UBS Corporate Total Net sales $ 5,626,309 $ 4,200,424 $ 3,538,859 $ — $ 13,365,592 Income from operations 409,062 293,446 289,895 (410,814) 581,589 Nine Months Ended September 30, 2020 (In thousands) EES CSS UBS Corporate Total Net sales $ 3,811,498 $ 1,953,967 $ 2,431,689 $ — $ 8,197,154 Income from operations 194,643 127,502 167,651 (235,518) 254,278 |
ACCOUNTING POLICIES (Details)
ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||||||||||
Prepaid expenses and other current assets | $ 114,670 | $ 114,670 | $ 187,910 | |||||||
Assets, Current | 6,215,496 | 6,215,496 | 5,506,978 | |||||||
Goodwill | 3,201,688 | 3,201,688 | 3,187,169 | |||||||
Liabilities and Equity | 12,481,018 | 12,481,018 | 11,880,214 | |||||||
Liabilities, Current | 3,138,099 | 3,138,099 | 2,986,995 | |||||||
Assets | 12,481,018 | 12,481,018 | 11,880,214 | |||||||
Liabilities | 8,899,201 | 8,899,201 | 8,543,825 | |||||||
Retained earnings | 2,851,747 | $ 2,596,022 | 2,851,747 | $ 2,596,022 | $ 2,750,665 | $ 2,645,871 | 2,601,662 | $ 2,529,842 | $ 2,565,597 | $ 2,530,429 |
Accumulated other comprehensive income | (275,351) | (377,461) | (275,351) | (377,461) | $ (225,074) | $ (246,293) | (263,134) | $ (418,889) | $ (461,623) | $ (367,772) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,581,817 | 3,581,817 | $ 3,336,389 | |||||||
Other Nonoperating Income (Expense) | (5,320) | (777) | (8,929) | (1,463) | ||||||
Stock-based compensation expense | $ 9,600 | $ 6,000 | 22,784 | 15,529 | ||||||
Amortization of Debt Issuance Costs and Discounts | $ 15,290 | 6,301 | ||||||||
Change in Accounting Estimate, Description | As of December 31, 2020, $39.1 million of the trademarks impacted by the master brand strategy had indefinite lives and $9.5 million had remaining estimated useful lives ranging from 3 to 8 years. The Company continually evaluates whether events or circumstances have occurred that would require a change to the estimated useful lives of indefinite-lived and definite lived intangible assets. | |||||||||
Gain (Loss) on Disposition of Business | $ (8,927) | $ (19,816) |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Deferred Revenue | $ 44,500 | $ 44,500 | $ 24,300 | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,728,325 | $ 4,141,801 | 13,365,592 | $ 8,197,154 | |
Cost of goods sold | 3,720,332 | $ 3,356,259 | 10,581,406 | 6,641,438 | |
Contract with Customer, Refund Liability | $ 37,800 | 37,800 | $ 38,900 | ||
Revenue, Information Used to Assess Variable Consideration Constraint | 95.5 million | 75.4 million | |||
EES | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,982,485 | $ 1,653,726 | 5,626,309 | 3,811,498 | |
CSS | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,488,689 | 1,388,791 | 4,200,424 | 1,953,967 | |
UBS | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,257,151 | 1,099,284 | 3,538,859 | 2,431,689 | |
UNITED STATES | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,407,437 | 3,033,101 | 9,656,183 | 6,100,877 | |
CANADA | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 709,507 | 582,700 | 2,020,395 | 1,311,724 | |
Non-US [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 611,381 | 526,000 | 1,689,014 | 784,553 | |
Shipping and Handling [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Cost of goods sold | $ 63,500 | $ 55,500 | $ 179,500 | $ 94,400 |
REVENUE Deferred Revenue (Detai
REVENUE Deferred Revenue (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred Revenue | $ 44.5 | $ 24.3 |
REVENUE Shipping and Handling C
REVENUE Shipping and Handling Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cost of goods sold | $ 3,720,332 | $ 3,356,259 | $ 10,581,406 | $ 6,641,438 |
Shipping and Handling [Member] | ||||
Cost of goods sold | $ 63,500 | $ 55,500 | $ 179,500 | $ 94,400 |
REVENUE Variable Consideration
REVENUE Variable Consideration (Details) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue, Methods, Inputs, and Assumptions Used [Abstract] | ||
Revenue, Information Used to Assess Variable Consideration Constraint | 95.5 million | 75.4 million |
REVENUE Revenue, Performance Ob
REVENUE Revenue, Performance Obligation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Cost of goods sold | $ 3,720,332 | $ 3,356,259 | $ 10,581,406 | $ 6,641,438 |
SCHEDULE OF CONSIDERATION TRANS
SCHEDULE OF CONSIDERATION TRANSFERRED (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 0 | $ 3,707,575 |
Anixter International | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | 3,811,038 | |
Fair value of cash consideration | 2,563,385 | |
Equity consideration | 887,298 | |
Payment for Debt Extinguishment | 1,247,653 | |
Total purchase consideration | 4,698,336 | |
Cash acquired | (103,463) | |
Cash paid for acquisition | 3,707,575 | |
Anixter International | Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | 2,476,010 | |
Equity consideration | 313,512 | |
Anixter International | Preferred Stock | ||
Business Acquisition [Line Items] | ||
Equity consideration | 573,786 | |
Anixter International | Restricted Stock | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 87,375 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES - ANIXTER (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Sep. 30, 2021 | Jun. 22, 2021 | Dec. 31, 2020 | Jun. 22, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 3,201,688 | $ 3,187,169 | |||
Anixter International | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 103,463 | $ 103,463 | |||
Trade accounts receivable | 1,300,966 | 1,309,894 | |||
Other accounts receivable | 116,386 | 116,386 | |||
Inventories | 1,409,862 | 1,424,768 | |||
Prepaid expenses and other current assets | 67,664 | 53,462 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | (3,792) | ||||
Property, buildings and equipment | 211,721 | 215,513 | |||
Operating lease assets | 280,285 | 262,238 | |||
Intangible assets | 1,838,065 | 1,832,700 | |||
Goodwill | 1,384,337 | 1,367,981 | |||
Other assets | 139,847 | 114,258 | |||
Total assets | 6,852,596 | 6,800,663 | |||
Accounts payable | 918,924 | 920,163 | |||
Accrued payroll and benefit costs | 69,480 | 69,480 | |||
Short-term debt and current portion of long-term debt | 13,225 | 13,225 | |||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentCurrentLiabilitiesOther | 12,745 | ||||
Other current liabilities | 234,319 | 221,574 | |||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentNoncurrentLiabilitiesLongTermDebt | (205) | ||||
Long-term debt | 77,617 | 77,822 | |||
Operating lease liabilities | 217,303 | 200,286 | |||
Deferred income taxes | 377,054 | 392,165 | |||
Other noncurrent liabilities | 246,338 | 207,612 | |||
Total liabilities | 2,154,260 | 2,102,327 | |||
Fair value of net assets acquired, including goodwill and intangible assets | $ 4,698,336 | $ 4,698,336 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | (14,906) | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustments | 14,202 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 6,400 | 5,365 | |||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentOperatingLeaseAssets | 18,047 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentOtherNoncurrentLiabilities | 38,726 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentsLiabilities | 51,933 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentDeferredIncomeTaxes | (15,111) | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentOperatingLeaseLiabilities | 17,017 | ||||
Goodwill, Purchase Accounting Adjustments | 16,356 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentsNoncurrentAssets | 25,589 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentsAssets | 51,933 | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentAccountsPayable | (1,239) | ||||
BusinessCombinationProvisionalInformationInitialAccountingIncompleteAdjustmentAccountsReceivable | $ (8,928) |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - Anixter International - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Jun. 22, 2021 | Jun. 22, 2020 | |
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,838,065 | $ 1,832,700 | ||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 6,400 | $ 5,365 | ||
Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Indefinite-Lived Intangible Assets | 735,000 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-Lived Intangibles | 1,098,900 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 19 years | |||
Noncompete Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired Finite-Lived Intangibles | $ 4,165 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
SCHEDULE OF PRO FORMA INFORMATI
SCHEDULE OF PRO FORMA INFORMATION (Details) - Anixter International - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Pro forma net sales | $ 4,141,801 | $ 11,888,061 | ||
Pro forma net income attributable to common stockholders | 66,651 | 112,717 | ||
Business Combination, Acquisition Related Costs | $ 35,800 | $ 14,200 | $ 119,800 | $ 92,100 |
Business Acquisition, Pro Forma Information, Description | The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the Company had completed the Merger on January 1, 2019. The unaudited pro forma financial information includes adjustments to amortization and depreciation for intangible assets and property, buildings and equipment, adjustments to interest expense for the additional indebtedness incurred to complete the acquisition (including the amortization of debt discount and issuance costs), transaction costs, change in control and severance costs, dividends accrued on the Series A preferred stock, compensation expense associated with the WESCO phantom stock unit awards described in Note 9, "Employee Benefit Plans", as well as the respective income tax effects of such adjustments. For the three and nine months ended September 30, 2020, adjustments totaling $1.3 million and $5.5 million, respectively increased the unaudited pro forma net income attributable to common stockholders. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that WESCO may achieve as a result of its acquisition of Anixter, the costs to integrate the operations of WESCO and Anixter or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. The unaudited pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the beginning of the respective periods, nor is it necessarily indicative of future results of operations of the combined company. |
ACQUISITIONS (Details)
ACQUISITIONS (Details) | Jun. 22, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)countriesnumberOfCities | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)countriesnumberOfCities | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||
Number of Cities in which an Entity Operates | numberOfCities | 300 | 300 | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 4,728,325,000 | $ 4,141,801,000 | $ 13,365,592,000 | $ 8,197,154,000 | |
Operating Income (Loss) | 229,466,000 | 178,095,000 | 581,589,000 | 254,278,000 | |
Revenues | $ 4,728,325,000 | 4,141,801,000 | $ 13,365,592,000 | 8,197,154,000 | |
Business Combination, Goodwill Recognized, Description | The resulting goodwill is primarily attributable to Anixter's workforce, significant cross-selling opportunities in additional geographies, enhanced scale, and other operational efficiencies.During the second quarter of 2021, the Company finalized its allocation of the purchase consideration to the respective fair values of assets acquired and liabilities assumed in the acquisition of Anixter. As the Company obtained additional information during the measurement period (one year from the acquisition date), it recorded adjustments to its preliminary estimates of fair value, which are presented in the table below. The net impact of these adjustments was an increase to goodwill of $13.4 million in the second quarter of 2021 and $16.4 million since the Company's initial estimate. | ||||
Gain (Loss) on Disposition of Business | $ (8,927,000) | (19,816,000) | |||
Anixter International | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Effective Date of Acquisition | Jun. 22, 2020 | ||||
Common stock, shares, issued (in shares) | shares | 0.2397 | ||||
Common stock | $ 0.01 | ||||
Preferred stock, shares issued (in shares) | shares | 0.6356 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 25,000 | ||||
Preferred Stock, Dividend Rate, Percentage | 10.625% | ||||
Additional countries (in countries) | countries | 50 | 50 | |||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | $ 8,000,000,000 | ||||
Operating Income (Loss) | $ 165,800,000 | 80,000,000 | 437,300,000 | 98,400,000 | |
Business Acquisition, Adjustments to Pro Forma Net Income (Loss) | 1,300,000 | 5,500,000 | |||
Revenues | 2,500,000,000 | 2,200,000,000 | 7,000,000,000 | 2,400,000,000 | |
Business Combination, Acquisition Related Costs | $ 35,800,000 | $ 14,200,000 | $ 119,800,000 | $ 92,100,000 | |
Business Combination, Reason for Business Combination | The Merger brought together two companies with highly compatible capabilities and characteristics. The combination of WESCO and Anixter created an enterprise with scale and has afforded the Company the opportunity to digitize its business and expand its services portfolio and supply chain offerings. | ||||
Business Acquisition, Description of Acquired Entity | Anixter was a leading distributor of network and security solutions, electrical and electronic solutions, and utility power solutions with locations in over 300 cities across approximately 50 countries, and 2019 annual sales of more than $8 billion. | ||||
Anixter International | Cash [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Share Price | $ / shares | $ 72.82 |
ACQUISITIONS (Details)_2
ACQUISITIONS (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Proceeds from Divestiture of Businesses | $ 56,000 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||||
Goodwill | $ 3,201,688 | $ 3,201,688 | $ 3,187,169 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 578 | ||||
Goodwill, Acquired During Period | 13,941 | ||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 2,323,583 | 2,323,583 | 2,326,919 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (345,742) | (345,742) | (261,424) | ||
Finite-Lived Intangible Assets, Net | 1,977,841 | 1,977,841 | 2,065,495 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 33,814 | 33,814 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 92,591 | 92,591 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 83,294 | 83,294 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 80,835 | 80,835 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 77,719 | 77,719 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 814,673 | 814,673 | |||
Amortization of Intangible Assets | 37,100 | $ 27,300 | 85,800 | $ 45,900 | |
Amortization of Intangible Assets | 37,100 | $ 27,300 | 85,800 | $ 45,900 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 83,294 | 83,294 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 80,835 | 80,835 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 77,719 | 77,719 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 814,673 | 814,673 | |||
Disposal Group, Including Discontinued Operation, Goodwill, Current | 26,100 | ||||
Trademarks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 63,899 | 63,899 | 24,898 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (32,964) | (32,964) | (11,415) | ||
Finite-Lived Intangible Assets, Net | 30,935 | $ 30,935 | 13,483 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 1,000 | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 1,000 | ||||
Trademarks [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||
Noncompete Agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 4,292 | $ 4,292 | 4,462 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (2,916) | (2,916) | (1,384) | ||
Finite-Lived Intangible Assets, Net | 1,376 | $ 1,376 | 3,078 | ||
Noncompete Agreements [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 1,431,265 | $ 1,431,265 | 1,434,554 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (287,565) | (287,565) | (227,585) | ||
Finite-Lived Intangible Assets, Net | 1,143,700 | $ 1,143,700 | 1,206,969 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,300 | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 3,300 | ||||
Customer Relationships [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Customer Relationships [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||
Distribution Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 29,212 | $ 29,212 | 29,212 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (22,297) | (22,297) | (21,040) | ||
Finite-Lived Intangible Assets, Net | 6,915 | $ 6,915 | 8,172 | ||
Disposal Group, Including Discontinued Operation, Intangible Assets | 1,400 | ||||
Disposal Group, Including Discontinued Operation, Intangible Assets | 1,400 | ||||
Distribution Rights [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||
Distribution Rights [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 19 years | ||||
EES | |||||
Goodwill [Line Items] | |||||
Goodwill | 856,259 | $ 856,259 | 853,456 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 1,679 | ||||
Goodwill, Acquired During Period | 1,124 | ||||
CSS | |||||
Goodwill [Line Items] | |||||
Goodwill | 1,121,914 | 1,121,914 | 1,115,500 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 8,602 | ||||
Goodwill, Acquired During Period | (2,188) | ||||
UBS | |||||
Goodwill [Line Items] | |||||
Goodwill | 1,223,515 | 1,223,515 | 1,218,213 | ||
Goodwill, Foreign Currency Translation Gain (Loss) | 4,215 | ||||
Goodwill, Acquired During Period | 1,087 | ||||
Trademarks [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 794,915 | 794,915 | $ 833,793 | ||
Sunsetting Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | 15,100 | 20,200 | |||
Amortization of Intangible Assets | $ 15,100 | $ 20,200 |
STOCK-BASED COMPENSATION AWARDS
STOCK-BASED COMPENSATION AWARDS (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Appreciation Rights (SARs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 0 | 139,592 | 262,091 |
Granted, Weighted Average Fair Value (in dollars per share) | $ 0 | $ 0 | $ 33.19 | $ 13.86 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 6,897 | 444,375 | 314,480 | 655,825 |
Granted, Weighted Average Fair Value (in dollars per share) | $ 108.76 | $ 32.18 | $ 77.81 | $ 37.38 |
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 0 | 0 | 122,812 | 158,756 |
Granted, Weighted Average Fair Value (in dollars per share) | $ 0 | $ 0 | $ 76.76 | $ 48.67 |
SCHEDULE OF SHARE-BASED COMPENS
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS AND STOCK APPRECIATION RIGHTS AWARD ACTIVITY (Details) - Stock Appreciation Rights (SARs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
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 | 1,617,157 | 1,617,157 | 2,161,556 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 63.87 | $ 63.87 | $ 60.48 | ||
Granted (in shares) | 0 | 0 | 139,592 | 262,091 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 77.05 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | (671,272) | ||||
Weighted Average Exercise Price, Exercises in Period (in dollars per share) | $ 55.93 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | (12,719) | ||||
Weighted Average Exercise Price, Forfeitures in Period (in dollars per share) | $ 52.57 | ||||
Weighted Average Remaining Contractual Term, Outstanding (in years) | 5 years 8 months 12 days | ||||
Aggregate Intrinsic Value, Outstanding | $ 83,206 | $ 83,206 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 1,247,342 | 1,247,342 | |||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 64.94 | $ 64.94 | |||
Weighted Average Remaining Contractual Term, Exercisable (in years) | 4 years 10 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 62,835 | $ 62,835 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 31,000 |
SCHEDULE OF SHARE-BASED PAYMENT
SCHEDULE OF SHARE-BASED PAYMENT AWARD, VALUATION ASSUMPTIONS (Details) - Stock Appreciation Rights (SARs) [Member] | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 0.80% | 1.40% |
Expected life (in years) | 7 years | 5 years |
WESCO expected volatility | 41.00% | 30.00% |
SUMMARY OF RESTRICTED STOCK UNI
SUMMARY OF RESTRICTED STOCK UNITS (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance-based awards outstanding (in shares) | 977,209 | 977,209 | 921,495 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 53.41 | $ 53.41 | $ 43.15 | ||
Granted (in shares) | 6,897 | 444,375 | 314,480 | 655,825 | |
Granted, Weighted Average Fair Value (in dollars per share) | $ 108.76 | $ 32.18 | $ 77.81 | $ 37.38 | |
Vested (in shares) | (228,584) | ||||
Vested in Period, Weighted Average Fair Value (in dollars per share) | $ 44.02 | ||||
Forfeited (in shares) | (30,182) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 62.68 |
SUMMARY OF PERFORMANCE-BASED AW
SUMMARY OF PERFORMANCE-BASED AWARDS (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Unvested (in shares) | 377,908 | 377,908 | 305,269 | ||
Granted (in shares) | 0 | 0 | 122,812 | 158,756 | |
Vested (in shares) | (22,371) | ||||
Forfeited (in shares) | (27,802) | ||||
Unvested, Weighted Average Fair Value (in dollars per share) | $ 59.35 | $ 59.35 | $ 52.61 | ||
Granted, Weighted Average Fair Value (in dollars per share) | $ 0 | $ 0 | 76.76 | $ 48.67 | |
Vested in Period, Weighted Average Fair Value (in dollars per share) | 62.34 | ||||
Forfeited in Period, Weighted Average Fair Value (in dollars per share) | $ 59.87 | ||||
Share-based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | |||||
Unvested (in shares) | 377,908 | 377,908 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 9,600 | $ 6,000 | $ 22,784 | $ 15,529 | ||||
Total unrecognized compensation cost | $ 53,200 | $ 53,200 | ||||||
Performance-based Awards - Peer Group Total Shareholder Return [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance-based awards outstanding (in shares) | 377,908 | 377,908 | ||||||
Forecast [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 8,000 | $ 1,800 | $ 17,000 | $ 26,400 |
SCHEDULE OF EARNINGS PER SHARE,
SCHEDULE OF EARNINGS PER SHARE, BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) attributable to WESCO International, Inc. | $ 119,596 | $ 119,195 | $ 59,178 | $ 80,678 | $ (34,506) | $ 34,407 | $ 297,969 | $ 80,578 |
Weighted average common shares outstanding used in computing basic earnings per share (in shares) | 50,386,000 | 50,043,000 | 50,252,000 | 44,873,000 | ||||
Common shares issuable upon exercise of dilutive stock options (in shares) | 1,677,000 | 444,000 | 1,644,000 | 231,000 | ||||
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in shares) | 52,063,000 | 50,487,000 | 51,896,000 | 45,104,000 | ||||
Earnings Per Share, Basic and Diluted [Abstract] | ||||||||
Basic (in dollars per share) | $ 2.09 | $ 1.32 | $ 5.07 | $ 1.44 | ||||
Diluted (in dollars per share) | $ 2.02 | $ 1.31 | $ 4.91 | $ 1.44 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 105,244 | $ 66,167 | $ 254,913 | $ 64,791 | ||||
Preferred Stock Dividends, Income Statement Impact | $ 14,352 | $ 14,511 | $ 43,056 | $ 15,787 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
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 | 2,000,000 | 100,000 | 3,000,000 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 17,792 | $ 17,931 |
Total debt | 4,649,756 | 4,975,983 |
Fair value adjustment to the Anixter Notes | 1,131 | 1,650 |
Unamortized debt issuance costs | (65,823) | (78,850) |
Short-term debt and current portion of long-term debt | (19,292) | (528,830) |
Total long-term debt | 4,565,772 | 4,369,953 |
Foreign Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 17,554 | 29,575 |
Accounts Receivable Securitization Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,185,000 | 950,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 550,000 | 250,000 |
5.375% Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 500,000 |
5.50% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 58,636 | 58,636 |
5.375% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 350,000 |
6.00% Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 4,173 | 4,173 |
7.125% Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,500,000 | 1,500,000 |
7.250% Senior Notes due 2028 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,316,601 | 1,315,668 |
Debt Instrument, Unamortized Discount | $ 8,399 | $ 9,332 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable Securitization Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,300,000 | $ 1,300,000 | $ 1,200,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | 0.50% | |
Debt Instrument, Basis Spread on Variable Rate | 1.15% | 1.20% | ||
Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.375% | 5.375% | ||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100.00% | |||
Debt Instrument, Maturity Date | Dec. 15, 2021 | |||
5.375% Senior Notes due 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | ||
5.375% Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 350,000 | $ 350,000 | ||
Debt Instrument, Redemption Price, Percentage | 101.344% | |||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | $ 4,700 | |||
Write off of Deferred Debt Issuance Cost | $ 2,200 |
EMPLOYEE BENEFIT PLANS EMPLOYEE
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS Pension Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 4,015 | $ 3,826 | $ 12,082 | $ 6,801 |
Interest cost | 4,483 | 4,844 | 13,520 | 7,170 |
Expected return on plan assets | (8,691) | (8,399) | (26,139) | (12,001) |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | 103 | (1) | 311 | 52 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 19 | 0 | ||
Net periodic benefit cost | (90) | 270 | (245) | 2,022 |
Defined Benefit Plan, Service Cost | 4,015 | 3,826 | 12,082 | 6,801 |
Defined Benefit Plan, Plan Assets, Contributions by Employer | 2,400 | 2,200 | 8,100 | 4,000 |
UNITED STATES | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 764 | 824 | 2,291 | 944 |
Interest cost | 2,018 | 2,299 | 6,095 | 2,565 |
Expected return on plan assets | (4,414) | (4,041) | (13,241) | (4,498) |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | 0 | 0 | 0 | 0 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 19 | 0 | ||
Net periodic benefit cost | (1,632) | (918) | (4,874) | (989) |
Defined Benefit Plan, Service Cost | 764 | 824 | 2,291 | 944 |
Foreign Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 3,251 | 3,002 | 9,791 | 5,857 |
Interest cost | 2,465 | 2,545 | 7,425 | 4,605 |
Expected return on plan assets | (4,277) | (4,358) | (12,898) | (7,503) |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | 103 | (1) | 311 | 52 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 0 | 0 | ||
Net periodic benefit cost | 1,542 | 1,188 | 4,629 | 3,011 |
Defined Benefit Plan, Service Cost | 3,251 | 3,002 | 9,791 | 5,857 |
Pension Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Nonoperating Gains (Losses) | $ (4,100) | $ (3,600) | (12,300) | $ (4,800) |
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ 10,400 |
Compensation Related Costs, Pos
Compensation Related Costs, Postemployment Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Postemployment Benefits, Period Expense | $ 16,400 | $ 3,500 | $ 49,100 | $ 12,600 | |
Service cost | 4,015 | 3,826 | 12,082 | 6,801 | |
Interest cost | 4,483 | 4,844 | 13,520 | 7,170 | |
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | 8,691 | 8,399 | 26,139 | 12,001 | |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | (103) | 1 | (311) | (52) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 19 | 0 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | (90) | 270 | (245) | 2,022 | |
Increase (Decrease) in Other Operating Assets | (19,299) | 26,655 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Postemployment Benefits, Period Expense | 16,400 | 3,500 | 49,100 | 12,600 | |
Defined Benefit Plan, Plan Assets, Contributions by Employer | 2,400 | 2,200 | 8,100 | 4,000 | |
Increase (Decrease) in Other Operating Assets | (19,299) | 26,655 | |||
UNITED STATES | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Service cost | 764 | 824 | 2,291 | 944 | |
Interest cost | 2,018 | 2,299 | 6,095 | 2,565 | |
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | 4,414 | 4,041 | 13,241 | 4,498 | |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | 0 | 0 | 0 | 0 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 19 | 0 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | (1,632) | (918) | (4,874) | (989) | |
Foreign Plan | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Service cost | 3,251 | 3,002 | 9,791 | 5,857 | |
Interest cost | 2,465 | 2,545 | 7,425 | 4,605 | |
Defined Benefit Plan, Expected Return (Loss) on Plan Assets | 4,277 | 4,358 | 12,898 | 7,503 | |
Defined Benefit Plan, Benefit Obligation, Actuarial Gain (Loss) | (103) | 1 | (311) | (52) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Gain (Loss) Due to Settlement | 0 | 0 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | 1,542 | 1,188 | 4,629 | 3,011 | |
WESCO | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Deferred Compensation Liability, Classified, Noncurrent | $ 17,300 | ||||
WESCODeferredCompensationPlanMember | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred Compensation Liability, Current and Noncurrent | 27,400 | ||||
Deferred Compensation Liability, Current and Noncurrent | 27,400 | ||||
Pension Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Defined Benefit Plan, Expected Future Benefit Payment, Year One | 18,100 | 18,100 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Year One | 18,100 | 18,100 | |||
Defined Benefit Plan, Plan Assets, Contributions by Employer | 10,400 | ||||
Other Nonoperating Gains (Losses) | (4,100) | (3,600) | $ (12,300) | (4,800) | |
Canadian 401K Defined Contribution Plan [Member] | Minimum [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan Employer Matching Contribution Percent | 3.00% | ||||
Canadian 401K Defined Contribution Plan [Member] | Maximum [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan Employer Matching Contribution Percent | 5.00% | ||||
US 401K Defined Contribution Plan [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||||
Defined Contribution Plan Employer Matching Contribution Percent | 6.00% | ||||
Anixter Employee Savings Plan [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5.00% | ||||
Anixter Employee Savings Plan [Member] | Minimum [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan Employer Matching Contribution Percent | 2.00% | ||||
Anixter Employee Savings Plan [Member] | Maximum [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan Employer Matching Contribution Percent | 2.50% | ||||
WESCODeferredCompensationPlanMember | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Deferred Compensation Liability, Current | 10,100 | ||||
Deferred Compensation Liability, Classified, Noncurrent | 19,900 | $ 19,900 | |||
Anixter Deferred Compensation Plan Member | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Assets Held-in-trust | 39,600 | ||||
Deferred Compensation Liability, Current | 45,100 | ||||
Increase (Decrease) in Other Operating Assets | 39,700 | ||||
Deferred Compensation Arrangement with Individual, Distribution Paid | 42,800 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred Compensation Arrangement with Individual, Distribution Paid | 42,800 | ||||
Increase (Decrease) in Other Operating Assets | $ 39,700 | ||||
Phantom Share Units (PSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Payment Arrangement, Expense | 3,400 | $ 1,400 | $ 9,800 | $ 2,300 | |
Other Deferred Compensation Arrangements, Liability, Classified, Noncurrent | $ 20,500 | $ 20,500 | $ 22,800 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative, Notional Amount | $ 200,500 | $ 111,900 |
5.375% Senior Notes due 2024 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt | 0 | 350,000 |
5.375% Senior Notes due 2021 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt | 0 | 500,000 |
Senior Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | 3,139,700 | 4,084,700 |
Long-term Debt | $ 2,880,500 | $ 3,730,100 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | 27.20% | 23.30% | 22.00% | 22.90% |
Federal statutory rate | 3.10% |
INCOME TAXES Income Tax Rates (
INCOME TAXES Income Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 27.20% | 23.30% | 22.00% | 22.90% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 3.10% | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount | $ 7,800 | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | 8,300 | |||
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 4,200 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||||
Revenues | $ 4,728,325 | $ 4,141,801 | $ 13,365,592 | $ 8,197,154 | |
Operating Income (Loss) | 229,466 | 178,095 | 581,589 | 254,278 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,728,325 | 4,141,801 | 13,365,592 | 8,197,154 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Operating Income (Loss) | 229,466 | 178,095 | 581,589 | 254,278 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||||
Assets | 12,481,018 | 12,481,018 | $ 11,880,214 | ||
EES | |||||
Segment Reporting [Abstract] | |||||
Operating Income (Loss) | 155,210 | 105,508 | 409,062 | 194,643 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,982,485 | 1,653,726 | 5,626,309 | 3,811,498 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Operating Income (Loss) | 155,210 | 105,508 | 409,062 | 194,643 | |
CSS | |||||
Segment Reporting [Abstract] | |||||
Operating Income (Loss) | 108,226 | 89,634 | 293,446 | 127,502 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,488,689 | 1,388,791 | 4,200,424 | 1,953,967 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Operating Income (Loss) | 108,226 | 89,634 | 293,446 | 127,502 | |
UBS | |||||
Segment Reporting [Abstract] | |||||
Operating Income (Loss) | 108,172 | 74,092 | 289,895 | 167,651 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,257,151 | 1,099,284 | 3,538,859 | 2,431,689 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Operating Income (Loss) | 108,172 | 74,092 | 289,895 | 167,651 | |
Corporate Segment | |||||
Segment Reporting [Abstract] | |||||
Operating Income (Loss) | (142,142) | (91,139) | (410,814) | (235,518) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Operating Income (Loss) | $ (142,142) | $ (91,139) | $ (410,814) | $ (235,518) |
Subsequent Events (Details)
Subsequent Events (Details) - 5.375% Senior Notes due 2024 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Subsequent Event [Line Items] | |
Gain (Loss) on Extinguishment of Debt | $ 6,900 |
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | 4,700 |
Write off of Deferred Debt Issuance Cost | 2,200 |
Debt Instrument, Face Amount | $ 350,000 |
Debt Instrument, Redemption Price, Percentage | 101.344% |