Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of WESCO International, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of WESCO International, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Rahi Systems Holdings, Inc. from its assessment of internal control over financial reporting as of December 31, 2022 because it was acquired by the Company in a purchase business combination during 2022. We have also excluded Rahi Systems Holdings, Inc. from our audit of internal control over financial reporting. Rahi Systems Holdings, Inc. is a wholly-owned subsidiary whose total assets and total net sales excluded from management's assessment and our audit of internal control over financial reporting represent approximately 2% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
As described in Note 2 to the consolidated financial statements, the Company’s revenue arrangements generally consist of single performance obligations to transfer a promised good or service, or a combination of goods and services. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. Revenue is recognized when control has transferred to the customer, which is generally when the product has shipped from the Company’s facility or directly from a supplier. For the year ended December 31, 2022, the Company’s net sales were $21,420 million.
The principal consideration for our determination that performing procedures relating to revenue recognition is a critical audit matter is the significant audit effort in performing procedures related to the Company’s revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others, for certain components, evaluating revenue transactions on a sample basis by inspecting evidence of consideration received in exchange for transferring goods, and for other components, (i) evaluating revenue transactions by testing the issuance and settlement of invoices and credit memos, (ii) tracing transactions not settled to a detailed listing of accounts receivable, (iii) confirming a sample of outstanding customer invoice balances at year end and obtaining and inspecting source documents, including invoices, sales contracts, and subsequent cash receipts, where applicable, for confirmations not returned, and (iv) testing the completeness and accuracy of data provided by management.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 21, 2023
We have served as the Company’s auditor since 1994.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
| | | | | | | | | | | |
CONSOLIDATED BALANCE SHEETS |
| As of December 31, |
| 2022 | | 2021 |
| (In thousands, except per share data) |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 527,348 | | | $ | 212,583 | |
Trade accounts receivable, net of allowance for expected credit losses of $46,525 and $41,723 in 2022 and 2021, respectively | 3,662,663 | | | 2,957,613 | |
Other accounts receivable | 435,711 | | | 375,885 | |
Inventories | 3,498,824 | | | 2,666,219 | |
Prepaid expenses and other current assets | 205,993 | | | 137,811 | |
Total current assets | 8,330,539 | | | 6,350,111 | |
Property, buildings and equipment, net | 402,674 | | | 379,012 | |
Operating lease assets | 625,082 | | | 530,863 | |
Intangible assets, net | 1,943,400 | | | 1,944,141 | |
Goodwill | 3,240,931 | | | 3,208,333 | |
Deferred income taxes | 34,155 | | | 34,191 | |
Other assets | 234,905 | | | 171,048 | |
Total assets | $ | 14,811,686 | | | $ | 12,617,699 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 2,728,195 | | | $ | 2,140,251 | |
Accrued payroll and benefit costs | 269,128 | | | 314,962 | |
Short-term debt and current portion of long-term debt | 70,471 | | | 9,528 | |
Other current liabilities | 749,553 | | | 585,067 | |
Total current liabilities | 3,817,347 | | | 3,049,808 | |
Long-term debt, net of debt discount and debt issuance costs of $57,943 and $70,572 in 2022 and 2021, respectively | 5,345,973 | | | 4,701,542 | |
Operating lease liabilities | 510,433 | | | 414,248 | |
Deferred income taxes | 460,746 | | | 437,444 | |
Other noncurrent liabilities | 227,615 | | | 238,446 | |
Total liabilities | $ | 10,362,114 | | | $ | 8,841,488 | |
Commitments and contingencies (Note 15) | | | |
Stockholders’ Equity: | | | |
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding | $ | — | | | $ | — | |
Preferred stock, Series A, $.01 par value; 25,000 shares authorized, 21,612 shares issued and outstanding in 2022 and 2021, respectively | — | | | — | |
Common stock, $.01 par value; 210,000,000 shares authorized, 68,535,704 and 68,162,297 shares issued and 50,759,482 and 50,474,806 shares outstanding in 2022 and 2021, respectively | 685 | | | 682 | |
Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and no shares outstanding in 2022 and 2021, respectively | 43 | | | 43 | |
Additional capital | 2,005,442 | | | 1,969,332 | |
Retained earnings | 3,794,965 | | | 3,004,690 | |
Treasury stock, at cost; 22,115,653 and 22,026,922 shares in 2022 and 2021, respectively | (969,150) | | | (956,188) | |
Accumulated other comprehensive loss | (377,751) | | | (236,035) | |
Total WESCO International, Inc. stockholders' equity | 4,454,234 | | | 3,782,524 | |
Noncontrolling interests | (4,662) | | | (6,313) | |
Total stockholders’ equity | 4,449,572 | | | 3,776,211 | |
Total liabilities and stockholders’ equity | $ | 14,811,686 | | | $ | 12,617,699 | |
The accompanying notes are an integral part of the consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
| | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME |
| |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| (In thousands, except per share data) |
Net sales | $ | 21,420,116 | | | $ | 18,217,512 | | | $ | 12,325,995 | |
Cost of goods sold (excluding depreciation and amortization) | 16,758,794 | | | 14,425,444 | | | 9,998,329 | |
Selling, general and administrative expenses | 3,044,223 | | | 2,791,641 | | | 1,859,028 | |
Depreciation and amortization | 179,014 | | | 198,554 | | | 121,600 | |
Income from operations | 1,438,085 | | | 801,873 | | | 347,038 | |
Interest expense, net | 294,420 | | | 268,073 | | | 226,591 | |
Other expense (income), net (Note 13) | 7,014 | | | (48,112) | | | (2,395) | |
Income before income taxes | 1,136,651 | | | 581,912 | | | 122,842 | |
Provision for income taxes | 274,529 | | | 115,510 | | | 22,803 | |
Net income | 862,122 | | | 466,402 | | | 100,039 | |
Less: Net income (loss) attributable to noncontrolling interests | 1,651 | | | 1,020 | | | (521) | |
Net income attributable to WESCO International, Inc. | 860,471 | | | 465,382 | | | 100,560 | |
Less: Preferred stock dividends | 57,408 | | | 57,408 | | | 30,139 | |
Net income attributable to common stockholders | $ | 803,063 | | | $ | 407,974 | | | $ | 70,421 | |
Other comprehensive (loss) income: | | | | | |
Foreign currency translation adjustments and other | (126,973) | | | (15,584) | | | 95,577 | |
Post-retirement benefit plan adjustments, net of tax | (14,743) | | | 42,683 | | | 9,061 | |
Comprehensive income attributable to common stockholders | $ | 661,347 | | | $ | 435,073 | | | $ | 175,059 | |
| | | | | |
Earnings per share attributable to common stockholders | | | | | |
Basic | $ | 15.83 | | | $ | 8.11 | | | $ | 1.53 | |
Diluted | $ | 15.33 | | | $ | 7.84 | | | $ | 1.51 | |
The accompanying notes are an integral part of the consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Accumulated Other |
| | | | | | Class B | | Series A | | | | Retained | | | | | | | | Comprehensive |
| | Common Stock | | Common Stock | | Preferred Stock | | Additional | | Earnings | | Treasury Stock | | Noncontrolling | | Income |
(In thousands) | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Capital | | (Deficit) | | Amount | | Shares | | Interests | | (Loss) |
Balance, December 31, 2019 | | $ | 593 | | | 59,308,018 | | | $ | 43 | | | 4,339,431 | | | $ | — | | | — | | | $ | 1,039,347 | | | $ | 2,530,429 | | | $ | (937,157) | | | (21,850,356) | | | $ | (6,812) | | | $ | (367,772) | |
Exercise of stock-based awards | | 1 | | | 171,517 | | | | | | | | | | | (40) | | | | | (1,178) | | | (20,605) | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | 19,279 | | | | | | | | | | | |
Tax withholding related to vesting of restricted stock units and retirement of common stock | | — | | | (33,248) | | | | | | | | | | | (2,377) | | | 812 | | | | | | | | | |
Capital stock issuance | | 82 | | | 8,150,228 | | | | | | | — | | | 21,612 | | | 886,601 | | | | | | | | | | | |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | (521) | | | |
Net income attributable to WESCO International, Inc. | | | | | | | | | | | | | | | | 100,560 | | | | | | | | | |
Preferred stock dividends | | | | | | | | | | | | | | | | (30,139) | | | | | | | | | |
Translation adjustments | | | | | | | | | | | | | | | | | | | | | | | | 95,577 | |
Benefit plan adjustments, net of tax effect of $2,891 | | | | | | | | | | | | | | | | | | | | | | | | 9,061 | |
Balance, December 31, 2020 | | $ | 676 | | | 67,596,515 | | | $ | 43 | | | 4,339,431 | | | $ | — | | | 21,612 | | | $ | 1,942,810 | | | $ | 2,601,662 | | | $ | (938,335) | | | (21,870,961) | | | $ | (7,333) | | | $ | (263,134) | |
Exercise of stock-based awards | | 7 | | | 662,261 | | | | | | | | | | | (43) | | | | | (17,853) | | | (155,961) | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | 30,821 | | | | | | | | | | | |
Tax withholding related to vesting of restricted stock units and retirement of common stock | | (1) | | | (96,479) | | | | | | | | | | | (4,256) | | | (4,946) | | | | | | | | | |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | 1,020 | | | |
Net income attributable to WESCO International, Inc. | | | | | | | | | | | | | | | | 465,382 | | | | | | | | | |
Preferred stock dividends | | | | | | | | | | | | | | | | (57,408) | | | | | | | | | |
Translation adjustments | | | | | | | | | | | | | | | | | | | | | | | | (15,584) | |
Benefit plan adjustments, net of tax effect of $13,043 | | | | | | | | | | | | | | | | | | | | | | | | 42,683 | |
Balance, December 31, 2021 | | $ | 682 | | | 68,162,297 | | | $ | 43 | | | 4,339,431 | | | $ | — | | | 21,612 | | | $ | 1,969,332 | | | $ | 3,004,690 | | | $ | (956,188) | | | (22,026,922) | | | $ | (6,313) | | | $ | (236,035) | |
Exercise of stock-based awards | | 6 | | | 569,112 | | | | | | | | | | | 28 | | | | | (1,896) | | | (1,229) | | | | | |
Stock-based compensation expense | | | | | | | | | | | | | | 46,401 | | | | | | | | | | | |
Repurchases of common stock | | | | | | | | | | | | | | | | | | (11,069) | | | (87,502) | | | | | |
Tax withholding related to vesting of restricted stock units and retirement of common stock | | (3) | | | (195,705) | | | | | | | | | | | (10,071) | | | (12,905) | | | | | | | | | |
Noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | 1,651 | | | |
Net income attributable to WESCO International, Inc. | | | | | | | | | | | | | | | | 860,471 | | | | | | | | | |
Preferred stock dividends | | | | | | | | | | | | | | | | (57,408) | | | | | | | | | |
Translation adjustments and other | | | | | | | | | | | | | | (248) | | | 117 | | | 3 | | | | | | | (126,973) | |
Benefit plan adjustments, net of tax effect of $3,412 | | | | | | | | | | | | | | | | | | | | | | | | (14,743) | |
Balance, December 31, 2022 | | $ | 685 | | | 68,535,704 | | | $ | 43 | | | 4,339,431 | | | $ | — | | | 21,612 | | | $ | 2,005,442 | | | $ | 3,794,965 | | | $ | (969,150) | | | (22,115,653) | | | $ | (4,662) | | | $ | (377,751) | |
The accompanying notes are an integral part of the consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| (In thousands) |
Operating Activities: | | | | | |
Net income | $ | 862,122 | | | $ | 466,402 | | | $ | 100,039 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 179,014 | | | 198,554 | | | 121,600 | |
Stock-based compensation expense | 46,401 | | | 30,821 | | | 19,279 | |
Amortization of debt discount and debt issuance costs | 15,177 | | | 19,197 | | | 10,578 | |
Gain on curtailment of defined benefit pension plans | — | | | (36,580) | | | — | |
Gain on sale of assets and divestitures, net | — | | | (8,927) | | | (19,816) | |
Other operating activities, net | 3,735 | | | 7,406 | | | 15,604 | |
Deferred income taxes | (1,236) | | | (78,285) | | | (33,538) | |
Changes in assets and liabilities: | | | | | |
Trade accounts receivable, net | (690,568) | | | (531,828) | | | 47,879 | |
Other accounts receivable | (54,772) | | | (136,659) | | | (23,520) | |
Inventories | (817,046) | | | (530,730) | | | 203,827 | |
Other current and noncurrent assets | (153,166) | | | (56,274) | | | 2,321 | |
Accounts payable | 552,916 | | | 449,564 | | | (54,127) | |
Accrued payroll and benefit costs | (63,130) | | | 84,204 | | | 75,556 | |
Other current and noncurrent liabilities | 131,591 | | | 190,273 | | | 78,249 | |
Net cash provided by operating activities | 11,038 | | | 67,138 | | | 543,931 | |
Investing Activities: | | | | | |
Capital expenditures | (99,412) | | | (54,746) | | | (56,671) | |
Acquisition payments, net of cash acquired | (186,787) | | | — | | | (3,707,575) | |
Proceeds from sale of assets and divestitures | — | | | 56,010 | | | 19,066 | |
Proceeds from sale of property, buildings and equipment | 231 | | | 5,221 | | | 6,721 | |
Other investing activities, net | 2,393 | | | (3,948) | | | 3,310 | |
Net cash (used in) provided by investing activities | (283,575) | | | 2,537 | | | (3,735,149) | |
Financing Activities: | | | | | |
Proceeds from issuance of short-term debt | 19,453 | | | 14,522 | | | 102,905 | |
Repayments of short-term debt | (19,452) | | | (34,835) | | | (114,163) | |
Repayment of 5.375% Senior Notes due 2021 | — | | | (500,000) | | | — | |
Repayment of 5.375% Senior Notes due 2024 | — | | | (354,704) | | | — | |
Proceeds from issuance of long-term debt | 4,470,034 | | | 3,231,443 | | | 5,114,210 | |
Repayments of long-term debt | (3,772,296) | | | (2,565,142) | | | (1,513,048) | |
Payments for taxes related to net-share settlement of equity awards | (25,774) | | | (27,158) | | | (2,901) | |
Repurchases of common stock | (11,069) | | | — | | | — | |
Payment of preferred stock dividends | (57,408) | | | (57,408) | | | (30,139) | |
Debt issuance costs | (3,250) | | | (2,280) | | | (80,231) | |
Other financing activities, net | (16,203) | | | (15,217) | | | 4,108 | |
Net cash provided by (used in) financing activities | 584,035 | | | (310,779) | | | 3,480,741 | |
Effect of exchange rate changes on cash and cash equivalents | 3,267 | | | 4,552 | | | 8,710 | |
Net change in cash and cash equivalents | 314,765 | | | (236,552) | | | 298,233 | |
Cash and cash equivalents at the beginning of period | 212,583 | | | 449,135 | | | 150,902 | |
Cash and cash equivalents at the end of period | $ | 527,348 | | | $ | 212,583 | | | $ | 449,135 | |
Supplemental disclosures: | | | | | |
Cash paid for interest | $ | 272,432 | | | $ | 249,654 | | | $ | 169,620 | |
Cash paid for taxes | 292,872 | | | 118,183 | | | 56,186 | |
The accompanying notes are an integral part of the consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
WESCO International, Inc. (“Wesco International”) and its subsidiaries (collectively, “Wesco” or the “Company”), headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.
The Company has operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions (“EES”), Communications & Security Solutions (“CSS”) and Utility & Broadband Solutions (“UBS”). The Company's operating segments are described further in Note 16, “Business Segments”.
2. ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements include the accounts of Wesco International and all of its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
The Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020, respectively, include certain reclassifications to previously reported amounts to conform to the current period's presentation. Such reclassifications had no impact on the totals of operating, investing and financing cash flow activities for those years.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s best knowledge of current events and actions Wesco may undertake in the future, actual results may ultimately differ from the estimates.
Revenue Recognition
Wesco’s revenue arrangements generally consist of single performance obligations to transfer a promised good or service, or a combination of goods and services. Revenue is measured as the amount of consideration Wesco expects to receive in exchange for transferring goods or providing services. Revenue is recognized when control has transferred to the customer, which is generally when the product has shipped from a Wesco facility or directly from a supplier. However, transfer may occur at a later date depending on the agreed upon terms, such as delivery at the customer's designated location, or based on consignment terms. For products that ship directly from suppliers to customers, Wesco acts as the principal in the transaction and recognizes revenue on a gross basis. When providing services, sales are recognized over time as control transfers to the customer, which occurs as services are rendered. Wesco generally satisfies its performance obligations within a year or less.
Wesco generally does not have significant financing terms associated with its contractual arrangements; payments are normally received within 60 days. There are generally no significant costs associated with obtaining customer contracts. Wesco typically passes through warranties offered by manufacturers or suppliers to its customers. Sales taxes (and value added taxes in foreign jurisdictions) collected from customers and remitted to governmental authorities are excluded from net sales.
Supplier Volume Rebates
Wesco receives volume rebates from certain suppliers based on contractual arrangements with such suppliers. Volume rebates are included within other receivables in the Consolidated Balance Sheets, and represent the estimated amounts due to Wesco based on forecasted purchases and the rebate provisions of the various supplier contracts. The corresponding rebate income is recorded as a reduction to cost of goods sold. Receivables under the supplier rebate program were $246.2 million at December 31, 2022 and $219.1 million at December 31, 2021. The supplier volume rebate income as a percentage of net sales was 1.6% in 2022, 1.4% in 2021 and 1.1% in 2020.
Cash and Cash Equivalents
Cash equivalents are defined as highly liquid investments with original maturities of 90 days or less when purchased. Cash and cash equivalents in the Consolidated Balance Sheets include $21.2 million and $11.7 million as of December 31, 2022 and 2021, respectively, that is restricted from use to fund operations.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Allowance for Expected Credit Losses
Wesco recognizes expected credit losses resulting from the inability of its customers to make required payments through an allowance account that is measured each reporting period. Wesco estimates credit losses over the life of its trade accounts receivable using a combination of historical loss data, current credit conditions, specific customer circumstances, and reasonable and supportable forecasts of future economic conditions. The allowance for expected credit losses was $46.5 million at December 31, 2022 and $41.7 million at December 31, 2021. The total amount recorded as selling, general and administrative expense related to credit losses was $18.0 million, $12.9 million and $10.1 million for 2022, 2021 and 2020, respectively.
Inventories
Inventories primarily consist of merchandise purchased for resale and are stated at the lower of cost and net realizable value. Cost is determined principally under the average cost method. Wesco reduces the carrying value of its inventories at the earlier of identifying an item that is considered to be obsolete or in excess of supply relative to demand, or no movement in a prescribed number of months. The carrying value of inventories reflect reductions for excess and obsolescence of $70.0 million and $50.3 million at December 31, 2022 and 2021, respectively. The total expense related to excess and obsolete inventories, which is included in cost of goods sold, was $43.2 million, $37.1 million and $15.7 million for 2022, 2021 and 2020, respectively.
Property, Buildings and Equipment
Property, buildings and equipment are recorded at cost. Depreciation expense is determined using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over either their respective lease terms or their estimated lives, whichever is shorter. Estimated useful lives range from five to forty years for buildings and leasehold improvements and two to ten years for furniture, fixtures and equipment.
Costs incurred during the application development stage of internally developed software are capitalized and are reported at the lower of unamortized cost or net realizable value. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Capitalized costs include external direct costs of materials and services consumed in developing internal-use computer software, payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use computer software project, as well as interest costs. Internal-use computer software is amortized using the straight-line method over its estimated useful life, typically three to seven years.
Expenditures for new facilities and improvements that extend the useful life of an asset are capitalized. Ordinary repairs and maintenance are expensed as incurred. When property is retired or otherwise disposed, the cost and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are recorded and reported as selling, general and administrative expenses.
Of Wesco’s $402.7 million net book value of property, buildings and equipment as of December 31, 2022, $131.5 million consists of land, buildings and leasehold improvements that are geographically dispersed among Wesco’s approximately 800 branches, warehouses and sales offices, mitigating the risk of impairment. Wesco assesses its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of any such assets may not be fully recoverable. Changes in circumstances include, among others, technological advances, changes in the business model, capital structure, economic conditions or operating performance. The evaluation is based upon, among other things, utilization, serviceability and assumptions developed by management, which are categorized as Level 3 of the fair value hierarchy, related to the estimated future undiscounted cash flows that these assets are expected to generate. When the sum of the undiscounted cash flows is less than the carrying value of the asset (asset group), an impairment loss is recognized to the extent that carrying value exceeds fair value. Management applies its best judgment when performing these evaluations.
Leases
The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company has elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the balance sheet. Operating lease expense is recognized on a straight-line basis over the lease term.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Operating lease assets and liabilities are recognized at the commencement date based on the present value of the future minimum lease payments. Certain leases contain rent escalation clauses that are either fixed or adjusted periodically for inflation or market rates and such clauses are factored into the Company's determination of lease payments. Wesco also has variable lease payments that do not depend on a rate or index, primarily for items such as common area maintenance and real estate taxes, which are recorded as variable expense when incurred. The operating lease asset includes advance payments and excludes incentives and initial direct costs incurred.
The Company's arrangements include certain non-lease components such as common area and other maintenance for leased real estate, as well as mileage, fuel and maintenance costs related to leased automobiles and trucks. Wesco accounts for these non-lease components separately from the associated lease components. The Company does not guarantee any residual value in its lease agreements, and there are no material restrictions or covenants imposed by lease arrangements. Real estate leases typically include one or more options to extend the lease, or terminate early. The Company regularly evaluates the renewal options, and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. For most of Wesco’s leases, the discount rate implicit in the lease is not readily determinable. Accordingly, the Company uses its incremental borrowing rate on a secured basis based on the information available at the lease commencement date to discount lease payments to the present value.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually as of October 1, or more frequently if triggering events occur, indicating that their carrying value may not be recoverable. Wesco tests for goodwill impairment on a reporting unit level. The Company first assesses qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant events such as changes in key personnel, changes in the composition or carrying amount of the net assets of a reporting unit, and changes in share price, to determine whether it is more likely than not that the fair value of Wesco's reporting units are less than their carrying values. If the qualitative assessment indicates that the fair values of the Company's reporting units may not exceed their respective carrying values, then Wesco performs a quantitative test for impairment by comparing the fair value of each reporting unit to its carrying value. The Company determines the fair values of its reporting units using a discounted cash flow analysis and consideration of market multiples. The discounted cash flow analysis uses certain assumptions, including expected operating margins supported by a combination of historical results, current forecasts, market data and recent economic events, which are categorized within Level 3 of the fair value hierarchy. The Company uses a discount rate that reflects market participants' cost of capital. Wesco evaluates the recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial information. Significant inputs used in the relief-from-royalty method include projected revenues, discount rates, royalty rates, and applicable income tax rates. At December 31, 2022 and 2021, goodwill and indefinite-lived trademarks totaled $4.0 billion.
The determination of fair value involves significant management judgment, particularly as it relates to the underlying assumptions and factors around future expected operating margins and discount rate. Management applies its best judgment when assessing the reasonableness of financial projections. Fair values are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible impairment tests will prove to be an accurate prediction of future results.
Definite Lived Intangible Assets
Definite lived intangible assets are amortized over 2 to 20 years. Certain customer relationships are amortized using an accelerated method whereas all other definite lived intangible assets subject to amortization use a straight-line method. In either case, the amortization method reflects the pattern in which the economic benefits of the respective assets are consumed or otherwise used. Wesco continually evaluates whether events or circumstances have occurred that would indicate the remaining estimated useful lives of definite lived intangible assets require revision or that the remaining carrying value of such assets may not be recoverable.
Insurance Programs
Wesco uses commercial insurance for auto, workers’ compensation, casualty and health claims, and information technology as a risk-reduction strategy to minimize catastrophic losses. The Company’s strategy involves large deductible policies where Wesco must pay all costs up to the deductible amount. Wesco estimates the reserve for these programs based on historical incident rates and costs. The assumptions included in developing this accrual include the period of time between the incurrence and payment of a claim. The total liability related to insurance programs was $28.0 million and $30.6 million at December 31, 2022 and 2021, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Income Taxes
Wesco accounts for income taxes under the asset and liability method, which requires the recognition of deferred income taxes for events that have future tax consequences. Under this method, deferred income taxes are recognized (using enacted tax laws and rates) based on the future income tax effects of differences in the carrying amounts of assets and liabilities for financial reporting and tax purposes. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period of change.
Wesco recognizes deferred tax assets consistent with amounts expected to be realized. To make such determination, management evaluates all positive and negative evidence, including but not limited to, prior, current and future taxable income, tax planning strategies and future reversals of existing taxable temporary differences. A valuation allowance is recognized if it is “more-likely-than-not” that some or all of a deferred tax asset will not be realized. Wesco regularly assesses the realizability of deferred tax assets.
Wesco accounts for uncertainty in income taxes using a “more-likely-than-not” recognition threshold. Due to the subjectivity inherent in the evaluation of uncertain tax positions, the tax benefit ultimately recognized may materially differ from the estimate recognized in the consolidated financial statements. Wesco recognizes interest and penalties related to uncertain tax benefits as part of interest expense and income tax expense, respectively.
The Tax Cuts and Jobs Act of 2017 (the “TCJA”) imposed a one-time tax on the deemed repatriation of undistributed foreign earnings (the “transition tax”). Except for a portion of foreign earnings previously taxed in the U.S. that can effectively be distributed without further material U.S. or foreign taxation, the Company continues to assert that the undistributed earnings of its foreign subsidiaries are indefinitely reinvested. To the extent the earnings of the Company's foreign subsidiaries are distributed in the form of dividends, such earnings may be subject to additional taxes. The Company believes that it is able to maintain a sufficient level of liquidity for its domestic operations and commitments without incurring any material tax cost to repatriate cash held by its foreign subsidiaries.
The provisions of the TCJA also introduced U.S. taxation on certain global intangible low-taxed income (“GILTI”). Wesco has elected to account for GILTI tax as a component of income tax expense.
Foreign Currency
The local currency is the functional currency for most of the Company's operations outside the U.S. Assets and liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at an exchange rate that approximates the average for the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income (loss) within stockholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period.
Defined Benefit Pension Plans
Liabilities and expenses for defined benefit pension plans are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated cash flows, the expected long-term rate of return on plan assets, and several assumptions relating to the employee workforce (salary increases, retirement age, and mortality). Unrealized gains and losses related to the Company's defined benefit pension obligations are recognized as a component of other comprehensive income (loss) within stockholders' equity. Gains or losses resulting from plan amendments, curtailments, and settlements are recognized as a component of other non-operating income and expenses (“other expense (income), net”) in the period of the remeasurement.
Fair Value of Financial Instruments
The Company measures the fair value of assets and liabilities on a recurring and nonrecurring basis according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date; Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, and Level 3 inputs are unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to measurements involving significant unobservable inputs (Level 3).
The Company measures the fair values of goodwill, intangible assets and property, buildings and equipment on a nonrecurring basis if required by impairment tests applicable to these assets, as described above.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Other, net
Other non-operating income and expenses (“other expense (income), net”) primarily includes the non-service cost components of net periodic pension cost (benefit) and foreign exchange gains and losses.
Recently Adopted and Recently Issued Accounting Standards
In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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. The Company adopted this ASU during the first quarter of 2022 in connection with amending Wesco's credit facilities, as disclosed in Note 9, “Debt”. The replacement of the London Interbank Offered Rate (“LIBOR”) and the related adoption of the optional guidance under this accounting standard did not have a material impact on the Company's consolidated financial statements and notes thereto.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU in the fourth quarter of 2022 in connection with the business combination that occurred on November 1, 2022, as disclosed in Note 6, “Acquisitions and Disposals”. The adoption of this accounting standard did not have a material impact on the Company's consolidated financial statements and notes thereto.
In September 2022, the FASB issued ASU 2022-04, Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. Management is currently evaluating the impact that the adoption of this accounting standard will have on its consolidated financial statements and notes thereto.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to Wesco’s financial position, results of operations or cash flows.
3. REVENUE
Wesco distributes products and provides services to customers globally in various end markets within its business segments. The segments, which consist of EES, CSS, and UBS operate in the United States, Canada and various other countries.
The following tables disaggregate Wesco’s net sales by segment and geography for the periods presented:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2022 | | 2021 | | 2020 |
Electrical & Electronic Solutions | $ | 8,823,331 | | | $ | 7,621,263 | | | $ | 5,479,760 | |
Communications & Security Solutions | 6,401,468 | | | 5,715,238 | | | 3,323,264 | |
Utility & Broadband Solutions | 6,195,317 | | | 4,881,011 | | | 3,522,971 | |
Total by segment | $ | 21,420,116 | | | $ | 18,217,512 | | | $ | 12,325,995 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2022 | | 2021 | | 2020 |
United States | $ | 15,857,319 | | | $ | 13,157,866 | | | $ | 9,110,453 | |
Canada | 3,021,369 | | | 2,747,187 | | | 1,892,321 | |
Other International(1) | 2,541,428 | | | 2,312,459 | | | 1,323,221 | |
Total by geography(2) | $ | 21,420,116 | | | $ | 18,217,512 | | | $ | 12,325,995 | |
(1) No individual country's net sales are greater than 10% of total net sales.
(2) Wesco attributes revenues from external customers to individual countries on the basis of point of sale.
Due to the terms of certain contractual arrangements, Wesco bills or receives payment from its customers in advance of satisfying the respective performance obligation. Such advance billings or payments are recorded as deferred revenue and recognized as revenue when the performance obligation has been satisfied and control has transferred to the customer, which is generally upon shipment. Deferred revenue is usually recognized within a year or less from the date of the advance billing or payment. At December 31, 2022 and 2021, $99.6 million and $35.5 million, respectively, of deferred revenue was recorded as a component of other current liabilities in the Consolidated Balance Sheets.
The Company also has certain long-term contractual arrangements where revenue is recognized over time based on the cost-to-cost input method. As of December 31, 2022 and 2021, the Company had contract assets of $27.5 million and $33.4 million, respectively, resulting from contracts where the amount of revenue recognized exceeded the amount billed to the customer. Contract assets are recorded in the Consolidated Balance Sheets as a component of prepaid expenses and other current assets.
Wesco’s revenues are adjusted for variable consideration, which includes customer volume rebates, returns and discounts. Wesco measures variable consideration by estimating expected outcomes using analysis and inputs based upon historical data, as well as current and forecasted information. Variable consideration is reviewed by management on a monthly basis and revenue is adjusted accordingly. Variable consideration reduced revenue for the years ended December 31, 2022, 2021 and 2020 by approximately $417.1 million, $360.6 million and $269.5 million, respectively. The variable consideration for the year ended December 31, 2021 reflects adjustments that reduced the previously disclosed amount by $72.8 million. As of December 31, 2022 and 2021, the Company's estimated product return obligation was $46.5 million and $38.8 million, respectively.
Billings to customers for shipping and handling are recognized in net sales. Wesco has elected to recognize shipping and handling costs as a fulfillment cost. Shipping and handling costs recorded as a component of selling, general and administrative expenses totaled $302.3 million, $248.3 million and $149.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.
4. 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. The fair value of the Company's benefit plan assets is disclosed in Note 13, “Employee Benefit Plans” and except for outstanding indebtedness and foreign currency forward contracts, the carrying value of the Company’s remaining financial instruments approximates fair value.
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 $2,881.2 million and $2,880.7 million as of December 31, 2022 and 2021, respectively. The estimated fair value of this debt was $2,929.5 million and $3,118.0 million as of December 31, 2022 and 2021, respectively. The reported carrying values of Wesco's other debt instruments, including those with variable interest rates, approximated their fair values as of December 31, 2022 and 2021.
The Company purchases foreign currency forward contracts to reduce the effect of fluctuations in foreign currency-denominated accounts on its earnings. The foreign currency forward contracts are not designated as hedges for accounting purposes. The Company's strategy is to negotiate terms for its derivatives and other financial instruments to be highly effective, such that the change in the value of the derivative offsets the impact of the underlying hedge. Its counterparties to foreign
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
currency forward contracts have investment-grade credit ratings. The Company regularly monitors the creditworthiness of its counterparties to ensure no issues exist that could affect the value of its derivatives.
The Company does not hedge 100% of its foreign currency-denominated accounts. In addition, the results of hedging can vary significantly based on various factors, such as the timing of executing foreign currency forward contracts versus the movement of currencies, as well as fluctuations in the account balances throughout each reporting period. The fair value of foreign currency forward contracts is based on the difference between the contract rate and the current price of a forward contract with an equivalent remaining term. The fair value of foreign currency forward contracts is measured using observable market information. These inputs are considered Level 2 in the fair value hierarchy. At December 31, 2022 and 2021, foreign currency forward contracts were revalued at then-current foreign exchange rates with the changes in valuation reflected directly in other non-operating expense (income) in the Consolidated Statements of Income and Comprehensive Income offsetting the transaction gain (loss) recorded on foreign currency-denominated accounts. At December 31, 2022 and 2021, the gross and net notional amounts of foreign currency forward contracts outstanding were approximately $172.8 million and $188.6 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 Consolidated Balance Sheets. The gross fair value of assets and liabilities related to foreign currency forward contracts were immaterial.
5. GOODWILL AND INTANGIBLE ASSETS
The following table sets forth the changes in the carrying value of goodwill by reportable segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| EES | | CSS | | UBS | | Total |
(In thousands) | | | | | | | |
Balance as of January 1, 2021 | $ | 853,456 | | | $ | 1,115,500 | | | $ | 1,218,213 | | | $ | 3,187,169 | |
Adjustments to goodwill for acquisitions(1) | 1,124 | | | 8,603 | | | 4,215 | | | 13,942 | |
Foreign currency exchange rate changes and other | 6,378 | | | (2,391) | | | 3,235 | | | 7,222 | |
Balance as of December 31, 2021 | $ | 860,958 | | | $ | 1,121,712 | | | $ | 1,225,663 | | | $ | 3,208,333 | |
Adjustments to goodwill for acquisitions(2) | — | | | 97,426 | | | — | | | 97,426 | |
Foreign currency exchange rate changes | (35,459) | | | (10,241) | | | (19,128) | | | (64,828) | |
Balance as of December 31, 2022 | $ | 825,499 | | | $ | 1,208,897 | | | $ | 1,206,535 | | | $ | 3,240,931 | |
(1) Reflects 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 6, “Acquisitions and Disposals”.
(2) Adjustments to goodwill reflect the preliminary allocation of the purchase price paid to acquire Rahi Systems, as disclosed in Note 6, “Acquisitions and Disposals”, which is part of the CSS segment.
The components of intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2022 | | December 31, 2021 |
| Life (in years) | | Gross Carrying Amount (1) | | Accumulated Amortization (1) | | Net Carrying Amount | | Gross Carrying Amount (1) | | Accumulated Amortization (1) | | Net Carrying Amount |
| | | (In thousands) |
Intangible assets: | | | | | | | | | | | | | |
Trademarks | Indefinite | | $ | 792,080 | | | $ | — | | | $ | 792,080 | | | $ | 795,065 | | | $ | — | | | $ | 795,065 | |
Customer relationships | 10 - 20 | | 1,515,994 | | | (377,645) | | | 1,138,349 | | | 1,431,251 | | | (308,180) | | | 1,123,071 | |
Distribution agreements | 15 - 19 | | 29,212 | | | (24,388) | | | 4,824 | | | 29,212 | | | (22,714) | | | 6,498 | |
Trademarks | 5 - 12 | | 15,543 | | | (7,396) | | | 8,147 | | | 38,758 | | | (20,058) | | | 18,700 | |
Non-compete agreements | 2 | | — | | | — | | | — | | | 4,300 | | | (3,493) | | | 807 | |
| | | $ | 2,352,829 | | | $ | (409,429) | | | $ | 1,943,400 | | | $ | 2,298,586 | | | $ | (354,445) | | | $ | 1,944,141 | |
(1)Excludes the original cost and related accumulated amortization of fully-amortized intangible assets.
Amortization expense related to intangible assets totaled $92.9 million, $119.6 million and $66.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the remaining estimated amortization expense for intangible assets for the next five years and thereafter:
| | | | | |
For the year ending December 31, | (In thousands) |
2023 | $ | 88,498 | |
2024 | 86,088 | |
2025 | 83,015 | |
2026 | 77,663 | |
2027 | 74,769 | |
Thereafter | 741,287 | |
The Company performed its annual impairment tests of goodwill and indefinite-lived intangible assets during the fourth quarter of 2022 by assessing qualitative factors to determine whether it was more likely than not that the fair values of its reporting units and indefinite-lived intangible assets were less than their respective carrying amounts. In performing this qualitative assessment, the Company assessed relevant events and circumstances, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant events such as changes in key personnel, changes in the composition or carrying amount of the net assets of a reporting unit, and changes in share price. As a result of this assessment, the Company determined that it was more likely than not that the fair values of its reporting units and indefinite-lived intangible assets continued to exceed their respective carrying amounts and, therefore, a quantitative impairment test was not necessary.
The annual impairment tests of goodwill and indefinite-lived intangible assets involve the assessment of factors, events and circumstances at a point in time that are subject to change. As a result, there can be no assurance that the fair values of the Company's reporting units and indefinite-lived intangible assets will exceed their carrying values in the future, and that goodwill and indefinite-lived intangible assets will be fully recoverable.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
6. ACQUISITIONS AND DISPOSALS
Rahi Systems Holdings, Inc.
On November 1, 2022, through its wholly-owned subsidiary WESCO Distribution, Inc. ("Wesco Distribution"), the Company acquired 100% of the equity securities of Rahi Systems Holdings, Inc. ("Rahi Systems" or "Rahi"). Headquartered in Fremont, California, Rahi Systems is a leading provider of global hyperscale data center solutions with over 900 employees in 25 countries. Rahi's expertise with complex information technology projects and global presence strengthen Wesco's data center solution offerings. Wesco Distribution funded the purchase price paid at closing with cash on hand as well as borrowings under its accounts receivable securitization and revolving credit facilities.
The total preliminary estimated fair value of consideration transferred for the acquisition of Rahi Systems consisted of the following:
| | | | | |
| (In thousands) |
Purchase price | $ | 217,000 | |
Adjustments to purchase price | 25,851 | |
Total cash consideration | 242,851 | |
Extinguishment of Rahi Systems obligations | 12,565 | |
Total purchase consideration | $ | 255,416 | |
Supplemental cash flow disclosure related to acquisitions: | |
Cash paid for acquisition | $ | 255,416 | |
Less: Cash acquired | (68,629) | |
Cash paid for acquisition, net of cash acquired | $ | 186,787 | |
The preliminary purchase consideration was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair value, with the excess allocated to goodwill. The Company identified a customer relationship intangible asset and estimated its fair value using an income valuation method. The excess purchase consideration recorded as goodwill is not deductible for income tax purposes, and has been assigned to the Company's CSS reportable segment, as disclosed in Note 5, “Goodwill and Intangible Assets”. The resulting goodwill is primarily attributable to Rahi’s workforce and cross-selling opportunities in additional geographies.
The estimated fair values of assets acquired and liabilities assumed are based on preliminary calculations and valuations using estimates and assumptions at the time of acquisition. As the Company obtains additional information during the measurement period (not to exceed one year from the acquisition date), estimates and assumptions for the preliminary purchase consideration allocations may change materially.
The results of operations of Rahi Systems are included in the consolidated financial statements beginning on November 1, 2022, the acquisition date. For the year ended December 31, 2022, the consolidated statement of income includes $111.5 million of net sales and an immaterial amount of income from operations for Rahi Systems. The Company has not presented supplemental pro forma revenue and earnings of the combined business as the acquisition of Rahi Systems is not material to Wesco's consolidated financial statements.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the preliminary allocation of the purchase consideration to the respective fair values of assets acquired and liabilities assumed for the acquisition of Rahi Systems:
| | | | | |
| (In thousands) |
Assets | |
Cash and cash equivalents | $ | 68,629 | |
Trade accounts receivable | 52,594 | |
Inventories | 49,424 | |
Intangible assets(1) | 105,750 | |
Goodwill | 97,426 | |
Other current and noncurrent assets | 41,140 | |
Total assets | $ | 414,963 | |
| |
Liabilities | |
Accounts payable | $ | 58,029 | |
Operating lease liabilities | 20,078 | |
Deferred income taxes | 25,025 | |
Other current and noncurrent liabilities | 56,415 | |
Total liabilities | $ | 159,547 | |
| |
Fair value of net assets acquired, including goodwill and intangible assets | $ | 255,416 | |
(1) Consists of a customer relationship intangible asset with an estimated weighted-average useful life of 17 years.
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 described further in Note 9, “Debt”), 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 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 digitalize its business and expand its services portfolio and supply chain offerings.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
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 as goodwill is not deductible for income tax purposes, and has been assigned to the Company's reportable segments based on their relative fair values. 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, it recorded adjustments to its preliminary estimates of fair value, which were as of June 30, 2020. As presented in the table below, the net impact of these measurement period adjustments was an increase to goodwill of $16.4 million.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
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(1) | | Measurement Period Adjustments | | Final Purchase Price Allocation(1) |
Assets | (In thousands) |
Cash and cash equivalents | $ | 103,463 | | | $ | — | | | $ | 103,463 | |
Trade accounts receivable | 1,309,894 | | | (8,928) | | | 1,300,966 | |
Other receivables | 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 | |
(1) The preliminary fair value estimates are as of June 30, 2020. As disclosed above, the Company finalized its purchase price allocation during the measurement period.
The following table sets forth the identifiable intangible assets and their estimated weighted-average useful lives:
| | | | | | | | | | | | | | |
Identifiable Intangible Assets | | Estimated Fair Value | | Weighted-Average Estimated Useful Life in Years |
| | (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 | | | |
The results of operations of Anixter are included in the consolidated financial statements beginning on June 22, 2020, the acquisition date. For the year ended December 31, 2020, the consolidated statement of income includes $4.5 billion of net sales and $180.0 million of income from operations for Anixter. For the year ended December 31, 2020, the Company incurred costs related to the Merger of $132.2 million, which primarily consisted of legal, advisory and other costs. These costs are included in selling, general and administrative expenses for such period.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
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 13, “Employee Benefit Plans”, as well as the respective income tax effects of such adjustments. For the year ended December 31, 2020, adjustments totaling $7.0 million 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.
| | | | | |
| Year Ended |
(In thousands) | December 31, 2020 |
Pro forma net sales | $ | 16,016,902 | |
Pro forma net income attributable to common stockholders | 119,839 | |
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, which had total net sales of approximately $110 million for the year ended December 31, 2020. 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 year ended December 31, 2021. These dispositions fulfilled the Company’s divestiture commitments under the Consent Agreement and the net cash proceeds were used to repay debt.
7. PROPERTY, BUILDINGS AND EQUIPMENT
The following table sets forth the components of property, buildings and equipment:
| | | | | | | | | | | |
| As of December 31, |
| 2022 | | 2021 |
| (In thousands) |
Buildings and leasehold improvements | $ | 169,461 | | | $ | 165,691 | |
Furniture, fixtures and equipment | 304,650 | | | 281,864 | |
Software costs | 272,569 | | | 250,447 | |
| 746,680 | | | 698,002 | |
Accumulated depreciation and amortization | (425,782) | | | (365,345) | |
| 320,898 | | | 332,657 | |
Land | 24,636 | | | 25,600 | |
Construction in progress | 57,140 | | | 20,755 | |
| $ | 402,674 | | | $ | 379,012 | |
Depreciation expense was $47.8 million, $51.4 million and $40.8 million, and capitalized software amortization was $38.3 million, $27.5 million and $14.3 million, in 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, unamortized software costs were $89.2 million and $103.4 million, respectively. Furniture, fixtures and equipment include finance leases of $38.8 million and $31.9 million and related accumulated depreciation of $17.1 million and $12.4 million as of December 31, 2022 and 2021, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company capitalizes costs associated with implementing its various cloud computing arrangements. Capitalized implementation costs, which are recorded as a component of other assets in the Consolidated Balance Sheets, were $104.1 million and $39.6 million as of December 31, 2022 and 2021, respectively, and the related accumulated amortization was $6.1 million and $2.0 million, respectively.
8. LEASES
Wesco leases substantially all of its real estate, as well as automobiles, trucks, information technology hardware, and other equipment under lease arrangements classified as operating.
The Company's finance leases, which are recorded in the Consolidated Balance Sheets as a component of property, buildings and equipment, current portion of long-term debt and long-term debt, are not material to the consolidated financial statements and notes thereto. Accordingly, finance leases have not been disclosed herein.
The following table sets forth supplemental balance sheet information related to operating leases for the periods presented:
| | | | | | | | | | | |
| As of December 31, |
(In thousands) | 2022 | | 2021 |
Operating lease assets | $ | 625,082 | | | $ | 530,863 | |
| | | |
Current operating lease liabilities(1) | 129,545 | | | 129,881 | |
Noncurrent operating lease liabilities | 510,433 | | | 414,248 | |
Total operating lease liabilities | $ | 639,978 | | | $ | 544,129 | |
(1) Current operating lease liabilities are recorded as a component of other current liabilities in the Consolidated Balance Sheets.
The following table sets forth the Company's total lease cost, which is recorded as a component of selling, general and administrative expenses, for the periods presented:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2022 | | 2021 | | 2020 |
Operating lease cost | $ | 175,848 | | | $ | 169,892 | | | $ | 127,725 | |
Short-term lease cost | 4,770 | | | 3,578 | | | 494 | |
Variable lease cost | 45,742 | | | 49,464 | | | 36,230 | |
Total lease cost | $ | 226,360 | | | $ | 222,934 | | | $ | 164,449 | |
Variable lease cost consists of the non-lease components described in Note 2, “Accounting Policies”, as well as taxes and insurance for Wesco's leased real estate.
The following table sets forth supplemental cash flow information related to operating leases for the periods presented:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2022 | | 2021 | | 2020 |
Operating cash flows from operating leases | $ | 171,702 | | | $ | 153,626 | | | $ | 117,106 | |
Right-of-use assets obtained in exchange for new operating lease liabilities(1) | 267,093 | | | 157,523 | | | 121,207 | |
(1) Includes $20.1 million of operating lease liabilities acquired in the business combination with Rahi Systems, as disclosed in Note 6, “Acquisitions and Disposals”.
As of December 31, 2022 and 2021, the weighted-average remaining lease term for operating leases was approximately 6 years. The weighted-average discount rate used to measure operating leases was 4.0% and 4.2% as of December 31, 2022 and 2021, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the maturities of the Company's operating lease liabilities and reconciles the respective undiscounted payments to the total operating lease liabilities in the Consolidated Balance Sheet as of December 31, 2022:
| | | | | |
| (In thousands) |
2023 | $ | 158,550 | |
2024 | 137,728 | |
2025 | 106,522 | |
2026 | 89,439 | |
2027 | 66,835 | |
Thereafter | 170,921 | |
Total undiscounted operating lease payments | 729,995 | |
Less: imputed interest | (90,017) | |
Total operating lease liabilities | $ | 639,978 | |
Operating lease payments include $17.5 million related to options to extend real estate lease terms that are reasonably certain of being exercised. As of December 31, 2022, the Company has additional leases related to facilities that have not yet commenced totaling $45.6 million. These operating leases, which are not recorded in the Consolidated Balance Sheet as of December 31, 2022, will commence in 2023 with lease terms of 5 to 10 years.
9. DEBT
The following table sets forth Wesco’s outstanding indebtedness:
| | | | | | | | | | | |
| As of December 31, |
| 2022 | | 2021 |
| (In thousands) |
International lines of credit | $ | 7,088 | | | $ | 7,354 | |
Accounts Receivable Securitization Facility | 1,535,000 | | | 1,270,000 | |
Revolving Credit Facility | 1,023,609 | | | 596,959 | |
5.50% Anixter Senior Notes due 2023 | 58,636 | | | 58,636 | |
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 $6,844 and $8,088 in 2022 and 2021, respectively | 1,318,156 | | | 1,316,912 | |
Finance lease obligations | 20,617 | | | 18,563 | |
Total debt | 5,467,279 | | | 4,772,597 | |
Plus: Fair value adjustments to the Anixter Senior Notes | 264 | | | 957 | |
Less: Unamortized debt issuance costs | (51,099) | | | (62,484) | |
Less: Short-term debt and current portion of long-term debt(1) | (70,471) | | | (9,528) | |
Total long-term debt | $ | 5,345,973 | | | $ | 4,701,542 | |
(1) As of December 31, 2022, short-term debt and current portion of long-term debt includes the $58.6 million aggregate principal amount of the Company's 5.50% Anixter Senior Notes due 2023, which mature on March 1, 2023.
International Lines of Credit
Certain foreign subsidiaries of Wesco have entered into uncommitted lines of credit, some of which are overdraft facilities, to support local operations. The maximum borrowing limit varies by facility and ranges between $0.6 million and $31.0 million. The international lines of credit generally are renewable on an annual basis and certain facilities are fully and unconditionally guaranteed by Wesco Distribution. Accordingly, certain borrowings under these lines directly reduce availability under the Company's revolving credit facility. The applicable interest rate for borrowings under these lines of credit varies by country and is governed by the applicable loan agreement. The average interest rate for these facilities was 4.84% and 3.35% at December 31, 2022 and 2021, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Accounts Receivable Securitization Facility
On June 22, 2020, Wesco Distribution amended its accounts receivable securitization facility (the “Receivables Facility”) pursuant to the terms and conditions of a Fifth Amended and Restated Receivables Purchase Agreement (the “Receivables Purchase Agreement”), 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 Purchase Agreement amended and restated the receivables purchase agreement entered into on September 24, 2015 (the “Prior Receivables Purchase Agreement”).
The Receivables Purchase Agreement, among other things, increased the purchase limit under the Prior Receivables Purchase Agreement from $600 million to $1,025 million, with the opportunity to exercise an accordion feature that permits increases in the purchase limit up to an aggregate commitment of $1,400 million, subject to customary conditions, extended the maturity date to June 22, 2023 and added and amended certain defined terms. Borrowings under the Receivables Facility bear interest at the 30-day LIBOR rate, with a LIBOR floor, plus applicable spreads. The interest rate spread under the Receivables Purchase Agreement of 1.20% increased from 0.95% under the Prior Receivables Purchase Agreement. The Receivables Facility has a commitment fee of 0.45%.
On December 14, 2020, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of a First Amendment to the Fifth Amended and Restated Receivables Purchase Agreement (the “First Receivables Amendment”). The First Receivables Amendment amended the Receivables Purchase Agreement and permitted an increase to the purchase limit from $1,025 million to $1,200 million. The maturity date, interest rate spread, and commitment fee of the Receivables Facility remained unchanged.
On June 1, 2021, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of a Third Amendment to the Fifth Amended and Restated Receivables Purchase Agreement (the “Third Receivables Amendment”). The Third Receivables Amendment, among other things, increased the purchase limit under the Receivables Purchase Agreement from $1,200 million to $1,300 million, increased the aggregate commitment under the accordion feature from $1,400 million to $1,500 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.
On March 1, 2022, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of a Fourth Amendment to Fifth Amended and Restated Receivables Purchase Agreement (the “Fourth Receivables Amendment”). The Fourth Receivables Amendment, among other things, (i) increased the purchase limit under the Receivables Facility from $1,300 million to $1,400 million, (ii) increased the aggregate commitment under the accordion feature from $1,500 million to $1,750 million, and (iii) extended the maturity date from June 21, 2024 to March 1, 2025. Additionally, the Fourth Receivables Amendment replaced the LIBOR interest rate option with Secured Overnight Financing Rate-based (“SOFR”) interest rate options, including term SOFR and daily simple SOFR, and decreased the interest rate spread from 1.15% to 1.10%. The commitment fee of the Receivables Facility remained unchanged.
On August 2, 2022, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of a Fifth Amendment to Fifth Amended and Restated Receivables Purchase Agreement (the “Fifth Receivables Amendment”). The Fifth Receivables Amendment amended the Receivables Purchase Agreement to, among other things, increase the purchase limit under the Receivables Facility from $1,400 million to $1,525 million and to decrease the interest rate spread from 1.10% to 1.05%. The maturity date and commitment fee of the Receivables Facility remained unchanged.
On October 31, 2022, Wesco Distribution amended its Receivables Facility pursuant to the terms and conditions of a Sixth Amendment to Fifth Amended and Restated Receivables Purchase Agreement (the “Sixth Receivables Amendment”). The Sixth Receivables Amendment amended the Receivables Purchase Agreement to increase its purchase limit from $1,525 million to $1,625 million. The maturity date, interest rate spread and commitment fee of the Receivables Facility remained unchanged.
Under the Receivables Facility, Wesco Distribution 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 Company's balance sheet, and Wesco recognizes the related secured borrowing. Wesco has agreed to continue servicing the receivables for the third-party conduits and financial institutions at market rates; accordingly, no servicing asset or liability has been recorded.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
As of December 31, 2022 and 2021, accounts receivable eligible for securitization totaled $2,028.2 million and $1,728.1 million, respectively. The Consolidated Balance Sheets as of December 31, 2022 and 2021 include $1,535.0 million and $1,270.0 million, respectively, of senior undivided interests in accounts receivable balances sold to third parties, as well as borrowings for equal amounts. At December 31, 2022, the interest rate for this facility was approximately 5.20%.
Revolving Credit Facility
On June 22, 2020, Wesco, Wesco Distribution and certain other subsidiaries of Wesco entered into a $1,100 million revolving credit facility (the “Revolving Credit Facility”) as a replacement of Wesco Distribution’s revolving credit facility entered into on September 26, 2019, pursuant to the terms and conditions of a Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020 (the “Revolving Credit Agreement”), among Wesco Distribution, the other U.S. borrowers party thereto (collectively, the “U.S. Borrowers”), WESCO Distribution Canada LP (“Wesco Canada”), the other Canadian borrowers party thereto (collectively, the “Canadian Borrowers”), Wesco, the lenders party thereto and Barclays Bank PLC, as the administrative agent. The Revolving Credit Facility contains a letter of credit sub-facility of up to $175 million and an accordion feature allowing Wesco Distribution to request increases to the borrowing commitments under the Revolving Credit Facility of up to $500 million in the aggregate, subject to customary conditions.
On December 14, 2020, Wesco Distribution and certain other subsidiaries of Wesco entered into an amendment to the Revolving Credit Facility pursuant to the terms and conditions of a First Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 14, 2020 (the “First Revolver Amendment”), among Wesco Distribution, the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, Wesco, the lenders party thereto and Barclays Bank PLC, as administrative agent. The First Revolver Amendment increased the revolving commitments from $1,100 million to $1,200 million and amended certain other defined terms. No other material terms were changed.
On March 1, 2022, Wesco Distribution amended its Revolving Credit Facility pursuant to the terms and conditions of a Second Amendment to Fourth Amended and Restated Credit Agreement (the “Second Revolver Amendment”). The Second Revolver Amendment, among other things, (i) increased the revolving commitments under the Revolving Credit Facility from $1,200 million to $1,350 million, (ii) increased the sub-facility for loans denominated in Canadian dollars from $500 million to $550 million, (iii) increased the capacity to request increases in the aggregate revolving commitments from $400 million to $650 million, (iv) modified certain negative covenants to provide for additional flexibility, and (v) extended the maturity date from June 22, 2025 to March 1, 2027. Additionally, the Second Revolver Amendment replaced the LIBOR-based interest rate option with SOFR-based interest rate options, including term SOFR and daily simple SOFR.
On August 2, 2022, Wesco Distribution amended its Revolving Credit Facility pursuant to the terms and conditions of a Third Amendment to Fourth Amended and Restated Credit Agreement (the “Third Revolver Amendment”). The Third Revolver Amendment amended the Revolving Credit Agreement to, among other things, increase the revolving commitments under the Revolving Credit Facility from $1,350 million to $1,525 million and to increase the sub-facility for loans denominated in Canadian dollars from $550 million to $600 million. The maturity date and interest rate spreads of the Revolving Credit Facility remained unchanged.
On October 31, 2022, Wesco Distribution amended its Revolving Credit Facility pursuant to the terms and conditions of a Fourth Amendment to Fourth Amended and Restated Credit Agreement (the “Fourth Revolver Amendment”). The Fourth Revolver Amendment amended the Revolving Credit Agreement to, among other things, increase the revolving commitments from $1,525 million to $1,725 million, increase the sub-facility for loans denominated in Canadian dollars from $600 million to $625 million, and increase the aggregate amount of dividends that the Company may declare and pay from $50 million per year to $80 million per year. The maturity date and interest rate spreads of the Revolving Credit Facility remained unchanged.
The obligations of Wesco Distribution and the other U.S. Borrowers under the Revolving Credit Facility have been guaranteed by Wesco and certain of Wesco Distribution’s subsidiaries (including certain subsidiaries of Anixter). The obligations of Wesco Canada and the other Canadian Borrowers under the Revolving Credit Facility (including certain subsidiaries of Anixter) have been guaranteed by certain subsidiaries of Wesco Canada and the other Canadian Borrowers. The Revolving Credit Facility is secured by (i) substantially all assets of Wesco Distribution, the other U.S. Borrowers and certain of Wesco Distribution’s subsidiaries (including certain subsidiaries of Anixter), other than, among other things, real property and accounts receivable sold or intended to be sold pursuant to the Receivables Facility, and (ii) substantially all assets of Wesco Canada, the other Canadian Borrowers and certain of Wesco Canada’s subsidiaries, other than, among other things, real property, in each case, subject to customary exceptions and limitations. The applicable interest rate for borrowings under the Revolving Credit Facility, as amended, includes interest rate spreads based on available borrowing capacity that range from
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
1.00% to 1.50% for SOFR-based borrowings and from 0.00% to 0.50% for prime rate-based borrowings. At December 31, 2022, the interest rate for this facility was approximately 5.37%.
The Revolving Credit Agreement requires compliance with conditions that must be satisfied prior to any borrowing as well as ongoing compliance with certain customary affirmative and negative covenants. The Revolving Credit Agreement contains customary events of default. Upon the occurrence and during the continuance of an event of default, the commitments of the lenders may be terminated, and all outstanding obligations of the loan parties under the Revolving Credit Facility may be declared immediately due and payable.
During 2022, Wesco borrowed $3,990.0 million under the Revolving Credit Facility and made repayments in the aggregate amount of $3,557.1 million. During 2021, aggregate borrowings and repayments under the Revolving Credit Facility were $2,353.4 million and $2,006.4 million, respectively. Wesco had $664.9 million available under the Revolving Credit facility at December 31, 2022, after giving effect to outstanding letters of credit and certain borrowings under the Company's international lines of credit, as compared to $564.8 million available under the Revolving Credit Facility at December 31, 2021, after giving effect to outstanding letters of credit and certain borrowings under the Company's international lines of credit.
5.50% Senior Notes due 2023
6.00% Senior Notes due 2025
On April 30, 2020, in connection with the Merger, Wesco Distribution commenced offers to purchase for cash (each, a “Wesco Tender Offer” and, together the “Wesco Tender Offers”) any and all of Anixter Inc.’s outstanding (i) 5.50% Senior Notes due 2023 (the “Anixter 2023 Senior Notes”), $350.0 million aggregate principal amount, issued under the Indenture, dated as of August 18, 2015 (the “Anixter 2023 Indenture”), by and among Anixter Inc., Anixter and Wells Fargo Bank, National Association, as trustee, and (ii) 6.00% Senior Notes due 2025 (the “Anixter 2025 Senior Notes” and, together with the Anixter 2023 Senior Notes, the “Anixter Senior Notes”), $250.0 million aggregate principal amount, issued under the Indenture, dated as of November 13, 2018 (the “Anixter 2025 Indenture” and, together with the Anixter 2023 Indenture, the “Anixter Indentures”) by and among Anixter Inc., Anixter and Wells Fargo Bank, National Association, as trustee. The Anixter Senior Notes will mature on March 1, 2023 and December 1, 2025, respectively.
Concurrent with the Wesco Tender Offers, Anixter Inc. commenced consent solicitations to amend the definition of “Change of Control” under the applicable Indenture to exclude the Merger and related transactions and expressly permit a merger between Anixter Inc. and Anixter (the “Anixter Consent Solicitations”).
On June 23, 2020 (the “Expiration Date”), following the completion of the Merger, the Wesco Tender Offers and Anixter Consent Solicitations expired and settled. Pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, dated April 30, 2020, holders of the Anixter Senior Notes that validly tendered and did not validly withdraw prior to such date, received total tender offer consideration of $1,012.50 per $1,000 principal amount of Anixter Senior Notes, which amount, in each case, included an early tender payment of $50.00 per $1,000 principal amount of Anixter Senior Notes. Holders who validly delivered their consents at or prior to the Expiration Date received a consent fee of $2.50 per $1,000 principal amount of Anixter Senior Notes.
As of December 31, 2022, $58.6 million and $4.2 million aggregate principal amount of the Anixter 2023 Senior Notes and Anixter 2025 Senior Notes, respectively, were outstanding.
7.125% Senior Notes due 2025
7.250% Senior Notes due 2028
On June 12, 2020, Wesco Distribution issued $1,500 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”) and $1,325 million aggregate principal amount of 7.250% Senior Notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “Notes”). The 2025 Notes were issued at a price of 100.000% of the aggregate principal amount. The 2028 Notes were issued at a price of 99.244% of the aggregate principal amount. Wesco incurred costs related to the issuance of the 2025 Notes and 2028 Notes totaling $33.1 million and $29.3 million, respectively, which were recorded as a reduction to the carrying value of the debt and are being amortized over the respective lives of the notes.
The Notes were issued pursuant to, and are governed by, an indenture (the “Notes Indenture”), dated as of June 12, 2020, between the Company, Wesco Distribution and U.S. Bank National Association, as trustee (the “Trustee”). The Notes and related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”) and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an applicable exemption from, or in a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company used the net proceeds from the issuance of the Notes, together with borrowings under its Revolving Credit Facility and Receivables Facility and existing cash on hand, to finance the Merger and the other transactions contemplated by the Merger Agreement. The use of proceeds included (i) paying the cash portion of the Merger consideration to stockholders of Anixter, (ii) refinancing certain existing indebtedness of Anixter contemplated by the Merger Agreement, including financing the satisfaction and discharge, defeasance, redemption or other repayment in full of the 5.125% Senior Notes due 2021 of Anixter Inc., a wholly-owned subsidiary of Anixter, and financing payments in connection with the Anixter Consent Solicitations and Wesco Tender Offers, as described above, (iii) refinancing other indebtedness of the Company, and (iv) paying fees, costs and expenses in connection with the foregoing.
The Notes are unsecured and unsubordinated obligations of Wesco Distribution and are guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2025 Notes accrue interest at a rate of 7.125% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2025 Notes will mature on June 15, 2025. The 2028 Notes accrue interest at a rate of 7.250% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The 2028 Notes will mature on June 15, 2028.
Wesco Distribution may redeem all or a part of the 2025 Notes at any time between June 15, 2022 and June 14, 2023 at a redemption price equal to 103.563% of the principal amount plus accrued and unpaid interest, if any. Between June 15, 2023 and June 14, 2024, Wesco Distribution may redeem all or a part of the 2025 Notes at a redemption price equal to 101.781% of the principal amount. On and after June 15, 2024, Wesco Distribution may redeem all or a part of the 2025 Notes at a redemption price equal to 100% of the principal amount.
Wesco Distribution may redeem all or a part of the 2028 Notes at any time prior to June 15, 2023 by paying a “make-whole” premium plus accrued and unpaid interest, if any. In addition, at any time prior to June 15, 2023, Wesco Distribution may redeem up to 35% of the 2028 Notes with the net cash proceeds from certain equity offerings. At any time between June 15, 2023 and June 14, 2024, Wesco Distribution may redeem all or a part of the 2028 Notes at a redemption price equal to 103.625% of the principal amount. Between June 15, 2024 and June 14, 2025, Wesco Distribution may redeem all or a part of the 2028 Notes at a redemption price equal to 102.417% of the principal amount. Between June 15, 2025 and June 14, 2026, Wesco Distribution may redeem all or a part of the 2028 Notes at a redemption price equal to 101.208% of the principal amount. On and after June 15, 2026, Wesco Distribution may redeem all or a part of the 2028 Notes at a redemption price equal to 100% of the principal amount.
The Notes Indenture contains certain covenants that, among other things, limit (i) the Company’s and its subsidiaries’ ability to pay dividends on or repurchase the Company’s capital stock, incur liens on assets, engage in certain sale and leaseback transactions or sell certain assets, and (ii) the Company’s and any guarantor’s ability to sell all or substantially all of its assets to, or merge or consolidate with or into, other persons, in the case of each of the foregoing, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Notes Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.
As of December 31, 2022, $1,500.0 million and $1,325.0 million aggregate principal amount of the 2025 Notes and 2028 Notes, respectively, were outstanding.
Debt Issuance Costs
Wesco capitalizes certain costs associated with the issuance of debt and such costs are amortized over the term of the respective debt instrument on a straight-line basis. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct reduction to the carrying amount of the related debt liability. Upon prepayment of debt, the Company accelerates the recognition of an appropriate amount of the costs as refinancing or extinguishment of debt. As of December 31, 2022 and 2021, unamortized debt issuance costs of $51.1 million and $62.5 million were recorded in the Consolidated Balance Sheets, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Covenant Compliance
Wesco’s credit agreements contain various restrictive covenants that, among other things, impose limitations on: (i) dividend payments or certain other restricted payments or investments; (ii) the incurrence of additional indebtedness and guarantees; (iii) creation of liens; (iv) mergers, consolidation or sales of substantially all of Wesco’s assets; (v) certain transactions among affiliates; (vi) payments by certain subsidiaries to Wesco, and (vii) capital expenditures. In addition, the Revolving Credit Facility and the Receivables Facility require Wesco to meet certain fixed charge coverage tests depending on availability or liquidity, respectively.
Wesco was in compliance with all financial covenants contained in its debt agreements as of December 31, 2022.
The following table sets forth the aggregate principal repayment requirements for all indebtedness for the next five years and thereafter, as of December 31, 2022:
| | | | | |
| (In thousands) |
2023 | $ | 70,471 | |
2024 | 4,936 | |
2025 | 3,044,678 | |
2026 | 3,351 | |
2027 | 1,025,102 | |
Thereafter | 1,325,585 | |
Total payments on debt | $ | 5,474,123 | |
Debt discount | (6,844) | |
Total debt | $ | 5,467,279 | |
10. STOCKHOLDERS' EQUITY
Preferred Stock
There are 20 million shares of preferred stock authorized at a par value of $0.01 per share; there are no shares issued or outstanding. The Company's Board of Directors has the authority, without further action by the stockholders, to issue all authorized preferred shares in one or more series and to fix the number of shares, designations, voting powers, preferences, optional and other special rights and the restrictions or qualifications thereof. The rights, preferences, privileges and powers of each series of preferred stock may differ with respect to dividend rates, liquidation values, voting rights, conversion rights, redemption provisions and other matters.
Series A Preferred Stock
The Company's Board of Directors authorized 25,000 shares of fixed-rate reset cumulative perpetual preferred stock, Series A, with a liquidation preference of $25,000 per whole preferred share and a par value of $0.01 per share (the “Series A Preferred Stock”). Depositary shares, each representing a 1/1,000th interest in a share of Series A Preferred Stock, are registered under the Securities Act.
In connection with the Merger, as described in Note 6, “Acquisitions and Disposals”, the Company issued 21,611,534 depositary shares, representing an interest in approximately 21,612 shares of Series A Preferred Stock.
Holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Company's Board of Directors, cumulative cash dividends at an initial rate of 10.625% per annum of the $25,000 liquidation preference per share. On June 22, 2025, and every five-year period thereafter, the dividend rate on the Series A Preferred Stock resets and will be equal to the Five-year U.S. Treasury Rate plus a spread of 10.325%.
Holders of the Series A Preferred Stock are not entitled to convert or exchange their shares of Series A Preferred stock into shares of any of Wesco’s other classes or series of stock or into any other security of Wesco (other than upon a change of control involving the issuance of additional shares of common stock or other change of control transaction, in each case, approved by holders of common stock).
The Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund, retirement fund or purchase fund or any other obligation of Wesco to redeem, repurchase or retire the Series A Preferred Stock.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Holders of the Series A Preferred Stock will have limited voting rights, including the right to elect two directors to the Board of Directors of the Company in the event dividends on the Series A Preferred Stock remain unpaid for the equivalent of six or more full quarterly dividend periods.
Common Stock
There are 210 million shares of common stock and 20 million shares of Class B common stock authorized at a par value of $0.01 per share. The Class B common stock is identical to the common stock, except for voting and conversion rights. The holders of Class B common stock have no voting rights. With certain exceptions, Class B common stock may be converted, at the option of the holder, into the same number of shares of common stock.
The terms of the Revolving Credit Facility, as well as the indentures governing the 2025 Notes and 2028 Notes, place certain limits on the Company's ability to declare or pay dividends and repurchase common stock. These restrictions are based on availability, as defined in the respective credit agreements, as well as Wesco's compliance with certain fixed charge coverage tests. At December 31, 2022 and 2021, no dividends had been declared and, therefore, no retained earnings were reserved for dividend payments.
Treasury Stock
Common stock purchased for treasury is recorded at cost. At the date of subsequent reissue, the treasury stock account is reduced by the cost of such stock, with cost determined on a weighted-average basis.
Share Repurchase Authorization
On May 31, 2022, the Company's Board of Directors adopted a resolution authorizing the repurchase of up to $1 billion of the Company's common stock and Series A Preferred Stock. The share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time without prior notice. The share repurchases made in 2022, as disclosed in Note 12, “Earnings Per Share”, were made within the limits described above.
11. INCOME TAXES
The following table sets forth the components of income before income taxes by jurisdiction:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| | | (In thousands) | | |
United States | $ | 859,351 | | | $ | 396,769 | | | $ | 26,031 | |
Foreign | 277,300 | | | 185,143 | | | 96,811 | |
Income before income taxes | $ | 1,136,651 | | | $ | 581,912 | | | $ | 122,842 | |
The following table sets forth the components of the provision for income taxes:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| | | (In thousands) | | |
Current income taxes: | | | | | |
Federal | $ | 166,126 | | | $ | 107,919 | | | $ | 25,605 | |
State | 42,982 | | | 30,206 | | | 11,322 | |
Foreign | 66,657 | | | 55,670 | | | 19,414 | |
Total current income taxes | 275,765 | | | 193,795 | | | 56,341 | |
Deferred income taxes: | | | | | |
Federal | (7,535) | | | (62,302) | | | (17,913) | |
State | 711 | | | (12,327) | | | (7,264) | |
Foreign | 5,588 | | | (3,656) | | | (8,361) | |
Total deferred income taxes | (1,236) | | | (78,285) | | | (33,538) | |
Provision for income taxes | $ | 274,529 | | | $ | 115,510 | | | $ | 22,803 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the reconciliation between the federal statutory income tax rate and the effective tax rate:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
Federal statutory rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
State income taxes, net of federal income tax benefit | 3.1 | | | 2.0 | | | 1.4 | |
Tax effect of intercompany financing | (1.2) | | | (3.2) | | | (13.4) | |
Unrecognized tax benefits | 0.3 | | | 2.5 | | | 2.1 | |
Nondeductible expenses | 0.3 | | | 0.6 | | | 5.7 | |
Change in valuation allowance | (0.9) | | | (2.8) | | | 1.8 | |
Other | 1.6 | | | (0.2) | | | — | |
Effective tax rate | 24.2 | % | | 19.9 | % | | 18.6 | % |
On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into U.S. law, which includes implementation of a new corporate alternative minimum tax (“CAMT”), among other provisions. The CAMT imposes a minimum tax of 15% on the adjusted financial statement income ("AFSI") of certain corporations with average annual AFSI over a three-year period in excess of $1 billion. The CAMT is effective for tax years beginning after December 31, 2022. The Company does not expect to be subject to the CAMT in 2023.
The undistributed earnings of the Company's foreign subsidiaries amounted to approximately $1,865.4 million as of December 31, 2022. Most of these earnings have been taxed in the U.S. under either the one-time transition tax or the GILTI tax regime imposed by the TCJA. Future distributions of previously taxed earnings by the Company's foreign subsidiaries should, therefore, result in minimal U.S. taxation. Wesco has elected to pay the transition tax in installments over an eight year period ending in 2026. As of December 31, 2022, the Company's remaining liability for the transition tax was $58.8 million, which is recorded as components of other current and noncurrent liabilities in the Consolidated Balance Sheet. The Company continues to assert that the remaining undistributed earnings of its foreign subsidiaries are indefinitely reinvested. The distribution of earnings by Wesco's foreign subsidiaries in the form of dividends, or otherwise, may be subject to additional taxation. The Company estimates that additional taxes of approximately $91.4 million would be payable upon the remittance of all previously undistributed foreign earnings as of December 31, 2022, based upon the laws in effect on that date. The Company believes that it is able to maintain sufficient liquidity for its domestic operations and commitments without repatriating cash from Wesco's foreign subsidiaries.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth deferred tax assets and liabilities:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, |
| 2022 | | 2021 |
| | | (In thousands) | | |
| Assets | | Liabilities | | Assets | | Liabilities |
Accounts receivable | $ | 20,958 | | | $ | — | | | $ | 18,612 | | | $ | — | |
Inventories | 23,934 | | | — | | | 13,302 | | | — | |
Depreciation of property, buildings and equipment | — | | | 46,882 | | | — | | | 45,397 | |
Operating leases | 169,347 | | | 165,200 | | | 142,964 | | | 141,686 | |
Amortization of intangible assets | — | | | 575,421 | | | — | | | 549,536 | |
Employee benefits | 36,548 | | | — | | | 36,410 | | | — | |
Stock-based compensation | 14,090 | | | — | | | 12,281 | | | — | |
Prepaid royalty payments | 14,009 | | | — | | | 34,866 | | | — | |
Disallowed business interest expense | 4,763 | | | — | | | 11,163 | | | — | |
Tax loss carryforwards | 31,956 | | | — | | | 39,876 | | | — | |
Foreign tax credit carryforwards | 52,195 | | | — | | | 51,632 | | | — | |
Other | 37,271 | | | 10,488 | | | 26,666 | | | 8,137 | |
Deferred income taxes before valuation allowance | 405,071 | | | 797,991 | | | 387,772 | | | 744,756 | |
Valuation allowance | (33,671) | | | — | | | (46,269) | | | — | |
Total deferred income taxes | $ | 371,400 | | | $ | 797,991 | | | $ | 341,503 | | | $ | 744,756 | |
Wesco had deferred tax assets of $27.6 million and $35.5 million as of December 31, 2022 and 2021, respectively, related to foreign net operating loss carryforwards. These net operating loss carryforwards expire beginning in 2023 through 2042, while some may be carried forward indefinitely. The Company has determined that certain foreign net operating loss carryforwards will not be realized before they expire. Accordingly, the Company has recorded a valuation allowance of $16.7 million and $22.1 million against deferred tax assets related to certain foreign net operating loss carryforwards at December 31, 2022 and 2021, respectively. Additionally, these foreign jurisdictions had deferred tax assets of $10.9 million and $6.9 million as of December 31, 2022 and 2021, respectively, related to other future deductible temporary differences. The Company has recorded a full valuation allowance against these amounts as of December 31, 2022 and 2021, respectively.
As of December 31, 2022 and 2021, Wesco had deferred tax assets of $4.4 million related to state net operating loss carryforwards. These carryforwards expire beginning in 2024 through 2041, while some may be carried forward indefinitely. The deferred tax asset related to disallowed business interest expense as of December 31, 2022 includes $4.8 million for state income tax purposes, and as of December 31, 2021, includes $4.7 million and $6.4 million for Federal and state income tax purposes, respectively. The carryforward period for disallowed business interest expense is indefinite.
As of December 31, 2022 and 2021, Wesco had deferred tax assets of $52.2 million and $51.6 million, respectively, related to foreign tax credit carryforwards. The foreign tax credit carryforwards expire beginning in 2027 through 2033. The Company has determined that certain foreign tax credit carryforwards will not be realized before they expire. Accordingly, the Company has recorded a valuation allowance of $6.1 million and $17.3 million against these deferred tax assets at December 31, 2022 and 2021, respectively. Wesco’s ability to realize its deferred tax assets related to foreign tax credit carryforwards may be impacted by U.S. tax legislation, our ability to generate sufficient foreign source taxable income, and tax planning strategies that the Company may implement. The impact of these items, if any, on Wesco's assessment of the realizability of these deferred tax assets will be recorded as a discrete item in the period in which the Company's assessment changes.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company is under examination by tax authorities in various jurisdictions and remains subject to examination until the applicable statutes of limitation expire. The statutes of limitation for the material jurisdictions in which the Company files income tax returns remain open as follows:
| | | | | | | | |
United States — Federal | | 2019 and forward |
United States — Material States | | 2017 and forward |
Canada | | 2012 and forward |
UK | | 2017 and forward |
Australia | | 2018 and forward |
The following table sets forth the reconciliation of gross unrecognized tax benefits:
| | | | | | | | | | | | | | | | | |
| As of December 31, |
| 2022 | | 2021 | | 2020 |
| (In thousands) |
Beginning balance January 1 | $ | 107,291 | | | $ | 68,075 | | | $ | 54 | |
Additions for current year tax positions | 14,403 | | | 39,841 | | | 14,009 | |
Additions for prior year tax positions | 871 | | | 8,422 | | | — | |
Additions for acquired tax positions | 5,544 | | | — | | | 68,048 | |
Reductions for prior year tax positions | (1,792) | | | (3,853) | | | (43) | |
Settlements | — | | | (118) | | | — | |
Lapse in statute of limitations | (14,491) | | | (3,837) | | | (15,886) | |
Foreign currency exchange rate changes | (2,558) | | | (1,239) | | | 1,893 | |
Ending balance December 31 | $ | 109,268 | | | $ | 107,291 | | | $ | 68,075 | |
The amount of unrecognized tax benefits that would affect the effective tax rate if recognized in the consolidated financial statements for the years ended December 31, 2022, 2021 and 2020 were $40.6 million, $36.1 million, and $29.1 million, respectively. Within the next twelve months, the amount of unrecognized tax benefits is expected to decrease by $15.6 million due to the expiration of statutes of limitation. Such change would result in a $6.5 million reduction in income tax expense.
The Company classifies interest related to unrecognized tax benefits as a component of interest expense, net in the Consolidated Statements of Income and Comprehensive Income. The Company recognized interest expense on unrecognized tax benefits of $2.3 million, $0.9 million and $0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, Wesco had a liability of $9.6 million and $6.4 million, respectively, for interest expense related to unrecognized tax benefits. The Company classifies penalties related to unrecognized tax benefits as part of income tax expense. For the year ended December 31, 2021, penalties recorded in income tax expense were $3.4 million. Penalties recorded in income tax expense for the years ended December 31, 2022 and 2020 were immaterial. As of December 31, 2022 and 2021, Wesco had a liability of $4.8 million and $4.9 million, respectively, for penalties related to unrecognized tax benefits.
On October 22, 2021, one of the Company's Mexican affiliates received a tax assessment from the Mexican tax authorities in the amount of approximately $26.0 million related to its 2012 income tax return. This amount, updated for adjustments required under Mexican law, was approximately $29.8 million as of December 31, 2022. The Company believes the assessment is without merit and has filed an annulment lawsuit in the Mexican Federal Court of Administrative Justice. The Company expects to prevail in this litigation and, accordingly, has not recorded a reserve for this assessment in its consolidated financial statements.
In July 2022, one of the Company's Canadian affiliates received tax assessments from the Canada Revenue Agency ("CRA") totaling approximately $11.0 million, including tax and interest, related to its 2012 through 2014 income tax returns. The Company believes these assessments are without merit and has filed objections with the Appeals Division of the CRA. The Company intends to avail itself of all available administrative and judicial remedies to overturn the assessments and expects to prevail. Therefore, the Company has not recorded a reserve for these assessments in its consolidated financial statements. The CRA continues to audit the 2015 and 2016 tax years of Wesco's Canadian affiliates and has made inquiries into their 2017 through 2019 income tax returns. The Company expects to eventually receive similar assessments for these tax years.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
12. 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:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
(In thousands, except per share data) | | | | | |
Net income attributable to WESCO International, Inc. | $ | 860,471 | | | $ | 465,382 | | | $ | 100,560 | |
Less: Preferred stock dividends | 57,408 | | | 57,408 | | | 30,139 | |
Net income attributable to common stockholders | $ | 803,063 | | | $ | 407,974 | | | $ | 70,421 | |
Weighted-average common shares outstanding used in computing basic earnings per share | 50,734 | | | 50,300 | | | 46,174 | |
Common shares issuable upon exercise of dilutive equity awards | 1,661 | | | 1,730 | | | 451 | |
Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share | 52,395 | | | 52,030 | | | 46,625 | |
Earnings per share attributable to common stockholders | | | | | |
Basic | $ | 15.83 | | | $ | 8.11 | | | $ | 1.53 | |
Diluted | $ | 15.33 | | | $ | 7.84 | | | $ | 1.51 | |
The computation of diluted earnings per share attributable to common stockholders excludes stock-based awards that would have had an antidilutive effect on earnings per share. For the year ended December 31, 2022, there were 87,490 antidilutive shares. For the year ended December 31, 2021, there were no antidilutive stock-based awards, and for the year ended December 31, 2020, there were approximately 1.8 million antidilutive shares.
As described in Note 10, “Stockholders' Equity”, the Company's Board of Directors has authorized the repurchase of up to $1 billion of the Company's common stock and Series A Preferred Stock. During the year ended December 31, 2022, the Company entered into spot repurchase transactions through a broker to purchase 87,502 shares of its common stock in the open market for cash totaling $11.1 million. Wesco funded the repurchases with available cash and borrowings under its revolving credit facility.
13. EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
Wesco Distribution sponsors a defined contribution retirement savings plan for the majority of its U.S. employees (the “WESCO Distribution, Inc. Retirement Savings Plan”), which provides employer matching contributions. Contributions are made in cash and employees have the option to transfer balances allocated to their accounts into any of the available investment options. Prior to January 1, 2022, the Company could also make, subject to the Board of Directors' approval, a discretionary contribution to the WESCO Distribution, Inc. Retirement Savings Plan if certain predetermined profit levels were attained. The amendments to the WESCO Distribution, Inc. Retirement Savings described below eliminated the discretionary employer contributions. Discretionary employer contribution charges of $13.1 million were incurred for the year ended December 31, 2021 and there were no discretionary contributions for the year ended December 31, 2020.
Anixter Inc. sponsored a defined contribution plan that covered all of its non-union U.S. employees (the “Anixter Inc. Employee Savings Plan”). The employer match for the Anixter Inc. Employee Savings Plan was equal to 50% of a participant's contribution up to 5% of the participant's compensation. Anixter Inc. also made an annual contribution to the Anixter Inc. Employee Savings Plan on behalf of each active participant who was hired or rehired on or after July 1, 2015, or was not participating in the Anixter Inc. Pension Plan. The amount of the employer annual contribution was equal to either 2% or 2.5% of the participant’s compensation, as determined by the participant’s years of service. This contribution was 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 INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Effective January 1, 2022, the Anixter Inc. Employee Savings Plan was merged with and into the WESCO Distribution, Inc. Retirement Savings Plan (the “U.S. Defined Contribution Plan Merger”). On December 31, 2021, participant account balances were transferred from the Anixter Inc. Employee Savings Plan to the WESCO Distribution, Inc. Retirement Savings Plan. In connection with the U.S. Defined Contribution Plan Merger, the WESCO Distribution, Inc. Retirement Savings plan was amended to change the employer matching contribution from an amount equal to 50% of participants' total monthly contributions up to 6% of eligible compensation to an amount equal to 100% of a participant’s eligible elective deferrals up to 3% of the participant’s eligible compensation and 50% of the next 4% of eligible compensation, and to eliminate the discretionary employer contributions.
WESCO Distribution Canada LP, a wholly-owned subsidiary of the Company, sponsors a defined contribution plan covering the current full-time employees of WESCO Distribution Canada LP and part-time employees meeting certain requirements for continuous service, earnings and minimum hours of employment (the “Wesco Canadian Defined Contribution Plan”). Prior to January 1, 2022, the Company made contributions in amounts ranging from 3% to 5% of participants' eligible compensation based on years of continuous service. For employees having completed between 20 and 25 or more years of service as of January 1, 2015, the Company's contribution ranged from 5% to 7% of the respective participants' eligible compensation.
Anixter Canada Inc. sponsored a defined contribution plan for certain employees of Anixter Canada Inc. and Anixter Power Solutions Canada Inc. (the “Anixter Canadian Defined Contribution Plan”), which provided for core employer contributions in amounts ranging from 3% to 4% of participants' eligible compensation based on years of continuous service, plus a matching contribution equal to 25% of a participant’s elective contributions up to 6% of eligible compensation (for a maximum total employer contribution equal to 5.5%).
Effective January 1, 2022, the Anixter Canadian Defined Contribution Plan was merged with and into an amended Wesco Canadian Defined Contribution Plan. During the first quarter of 2022, participant account balances were transferred from the Anixter Canadian Defined Contribution Plan to the amended Wesco Canadian Defined Contribution Plan. The amended Wesco Canadian Defined Contribution Plan provides a core employer contribution of 3% of a participant’s eligible compensation, plus a matching contribution equal to 50% of a participant’s elective contributions up to 4% of eligible compensation (for a maximum total employer contribution equal to 5%). The amended Wesco Canadian Defined Contribution Plan also requires employees of EECOL Electric Corp. hired on or after January 1, 2022 to join this defined contribution plan, and permits enrollment for those not participating in the defined benefit plan described below.
Wesco incurred charges of $58.2 million, $54.7 million, and $18.3 million for the years ended December 31, 2022, 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 December 31, 2022 and 2021, the Company's obligation under the Wesco Deferred Compensation Plan was $20.3 million and $20.9 million, respectively, which is included in other noncurrent liabilities in the 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 and settled it in the second quarter of 2021 by making lump sum payments of $42.8 million directly to participants. The Company used the proceeds from liquidating certain assets held in a Rabbi Trust arrangement of approximately $39.7 million, plus available cash, to fund the settlement of the Anixter Deferred Compensation Plan.
Defined Benefit Plans
Wesco sponsors a contributory defined benefit plan covering substantially all Canadian employees of EECOL Electric Corp., a wholly-owned subsidiary of the Company (the “EECOL Plan”). The EECOL Plan provides retirement benefits based on earnings and credited service, and participants contribute 2% of their earnings to the EECOL Plan. Participants become 100% vested after two years of continuous service or, if earlier, at the participant's normal retirement age.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Wesco also sponsors a Supplemental Executive Retirement Plan for certain executives of EECOL Electric Corp. (the “EECOL SERP”), which provides additional pension benefits based on earnings and credited service. Effective January 1, 2013, the EECOL SERP was closed to new participants and existing participants became 100% vested. Participants of the EECOL SERP now contribute 4% of their earnings to the EECOL Plan.
Anixter Inc. sponsors the Anixter Inc. Pension Plan, which was closed to entrants first hired or rehired on or after July 1, 2015, and various defined benefit pension plans covering employees of foreign subsidiaries in Canada and Europe (together with the EECOL Plan and the EECOL SERP, the “Foreign Plans”). The majority of the Company's defined benefit pension plans are non-contributory, and with the exception of the 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 plan agreements.
The Anixter Inc. Pension Plan is funded as required by the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Service. With the exception of the EECOL SERP, which is an unfunded plan, the Foreign Plans are funded as required by applicable foreign laws.
Anixter Inc. also sponsored the Anixter Inc. Executive Benefit Plan and the Supplemental Executive Retirement Plan (the “Anixter SERP”) (together with the Anixter Inc. Pension Plan, the “Domestic Plans”). In the fourth quarter of 2020, the Company terminated both the Anixter Inc. Executive Benefit Plan and the Anixter SERP. During the year ended December 31, 2021, the Company settled its liabilities for these plans by making lump sum payments directly to participants totaling $17.9 million.
During the fourth quarter of 2021, the Company adopted certain plan amendments to: (i) freeze the benefits provided under the Anixter Inc. Pension Plan effective December 31, 2021, (ii) close participation in the EECOL Plan effective December 31, 2021, and (iii) freeze the benefit accruals under the Pension Plan for Employees of Anixter Canada Inc., the EECOL Plan and the EECOL SERP effective December 31, 2023. These amendments required the Company to remeasure the projected benefit obligations associated with these plans, resulting in a gain from curtailment totaling $36.6 million, which is recorded as a component of other non-operating income in the Consolidated Statement of Income and Comprehensive Income for the year ended December 31, 2021.
During the fourth quarter of 2022, the Company terminated the Anixter Inc. Pension Plan effective December 31, 2022. Accordingly, certain estimates that reflect the pending settlement of this plan were incorporated into the assumptions used to measure the respective projected benefit obligation as of December 31, 2022. As the Anixter Inc. Pension Plan had previously been frozen, its termination did not result in any curtailment gain or loss for the year ended December 31, 2022. The benefit obligation associated with this plan will be settled in future periods by making lump sum cash payments to participants or by purchasing annuity contracts. Unrealized gains or losses currently reported as components of other comprehensive income (loss) related to the benefit obligation of the Anixter Inc. Pension Plan will be recognized upon the respective future settlements. The Company anticipates that the assets held by this plan are sufficient to satisfy all benefit obligations upon settlement.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table presents the changes in benefit obligations, plan assets and funded status for the defined benefit plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Plans | | Foreign Plans | | Total |
(In thousands) | 2022 | | 2021 | | 2022 | | 2021 | | 2022 | | 2021 |
Change in Projected Benefit Obligation | | | | | | | | | | | |
Beginning balance | $ | 301,783 | | $ | 332,484 | | $ | 424,096 | | $ | 486,855 | | $ | 725,879 | | $ | 819,339 |
Service cost | — | | 3,033 | | 8,317 | | 12,140 | | 8,317 | | 15,173 |
Interest cost | 8,696 | | 8,219 | | 9,503 | | 9,801 | | 18,199 | | 18,020 |
Participant contributions | — | | — | | 881 | | 846 | | 881 | | 846 |
Actuarial (gain) loss, including assumption changes | (47,137) | | (10,649) | | (133,872) | | (35,483) | | (181,009) | | (46,132) |
Benefits paid from plan assets | (9,842) | | (8,988) | | (11,133) | | (11,343) | | (20,975) | | (20,331) |
Benefits paid from Company assets | — | | (527) | | (454) | | (461) | | (454) | | (988) |
Curtailment | — | | (3,900) | | — | | (32,680) | | — | | (36,580) |
Plan amendment | — | | — | | (26) | | (104) | | (26) | | (104) |
Settlement | — | | (17,889) | | (241) | | (219) | | (241) | | (18,108) |
Foreign currency exchange rate changes | — | | — | | (29,813) | | (5,256) | | (29,813) | | (5,256) |
Ending balance | $ | 253,500 | | $ | 301,783 | | $ | 267,258 | | $ | 424,096 | | $ | 520,758 | | $ | 725,879 |
| | | | | | | | | | | |
Change in Plan Assets at Fair Value | | | | | | | | | | | |
Beginning balance | $ | 370,731 | | $ | 355,287 | | $ | 381,781 | | $ | 365,718 | | $ | 752,512 | | $ | 721,005 |
Actual return on plan assets | (75,770) | | 24,432 | | (87,740) | | 19,661 | | (163,510) | | 44,093 |
Participant contributions | — | | — | | 881 | | 846 | | 881 | | 846 |
Employer contributions | — | | 17,889 | | 11,254 | | 10,240 | | 11,254 | | 28,129 |
Benefits paid | (9,842) | | (8,988) | | (11,133) | | (11,343) | | (20,975) | | (20,331) |
Settlement | — | | (17,889) | | (241) | | (218) | | (241) | | (18,107) |
Foreign currency exchange rate changes | — | | — | | (27,228) | | (3,123) | | (27,228) | | (3,123) |
Ending balance | $ | 285,119 | | $ | 370,731 | | $ | 267,574 | | $ | 381,781 | | $ | 552,693 | | $ | 752,512 |
| | | | | | | | | | | |
Funded Status | $ | 31,619 | | $ | 68,948 | | $ | 316 | | $ | (42,315) | | $ | 31,935 | | $ | 26,633 |
| | | | | | | | | | | |
Amounts Recognized in the Consolidated Balance Sheets | | | | | | | | | | | |
Other assets | $ | 31,619 | | $ | 68,948 | | $ | 28,350 | | $ | 4,818 | | $ | 59,969 | | $ | 73,766 |
Other current liabilities | — | | — | | (406) | | (437) | | (406) | | (437) |
Other noncurrent liabilities | — | | — | | (27,628) | | (46,696) | | (27,628) | | (46,696) |
Net amount recognized | $ | 31,619 | | $ | 68,948 | | $ | 316 | | $ | (42,315) | | $ | 31,935 | | $ | 26,633 |
| | | | | | | | | | | |
Weighted Average Assumptions Used to Determine Benefit Obligations | | | | | | | | | | | |
Discount rate | 4.4 | % | | 2.9 | % | | 4.8 | % | | 2.4 | % | | 4.6 | % | | 2.6 | % |
Rate of compensation increase | — | % | | — | % | | 3.4 | % | | 3.4 | % | | 3.4 | % | | 3.4 | % |
The measurement date for all plans is December 31st. Accordingly, at the end of each fiscal year, the Company determines the discount rate to measure the plan liabilities at their present value. The discount rate reflects the current rate at which the pension liabilities could effectively be settled at the measurement date. This rate was estimated at the end of 2022 and 2021 using a yield curve based on corporate bond data, which the Company concluded was consistent with observable market conditions and industry standards for developing spot rate curves.
At December 31, 2022 and 2021, the consolidated weighted-average discount rate of all plans was 4.6% and 2.6%, respectively. These rates were used to measure the projected benefit obligation at each respective year-end. At December 31, 2022 and 2021, the consolidated net funded status was $31.9 million and $26.6 million, respectively.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company had 7 plans at December 31, 2022 and 9 plans at December 31, 2021 for which the projected benefit obligation was in excess of the fair value of plan assets. For these plans, the aggregate projected benefit obligation was $119.0 million and $214.5 million, respectively, and the aggregate fair value of plan assets was $91.0 million and $167.4 million, respectively.
At December 31, 2022 and 2021, the Company' accumulated benefit obligation was $253.5 million and $301.8 million, respectively, for the Domestic Plans and $253.2 million and $390.8 million, respectively, for the Foreign Plans. The Company had 7 plans at December 31, 2022 and 9 plans at December 31, 2021 for which the accumulated benefit obligation was in excess of the fair value of plan assets. For these plans, the aggregate accumulated benefit obligation was $113.7 million and $194.6 million, respectively, and the aggregate fair value of plan assets was $91.0 million and $167.4 million, respectively.
The following tables set forth the components of net periodic pension (benefit) cost for the Company's defined benefit plans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Plans(1) | | Foreign Plans(1) | | Total |
(In thousands) | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
Components of Net Periodic Pension (Benefit) Cost | | | | | | | | | | | | | | | | | |
Service cost | $ | — | | | $ | 3,033 | | | $ | 1,763 | | | $ | 8,317 | | | $ | 12,140 | | | $ | 9,029 | | | $ | 8,317 | | | $ | 15,173 | | | $ | 10,792 | |
Interest cost | 8,696 | | | 8,219 | | | 4,787 | | | 9,503 | | | 9,801 | | | 7,162 | | | 18,199 | | | 18,020 | | | 11,949 | |
Expected return on plan assets | (14,394) | | | (17,097) | | | (8,395) | | | (17,599) | | | (17,834) | | | (11,659) | | | (31,993) | | | (34,931) | | | (20,054) | |
Recognized actuarial (loss) gain | — | | | — | | | — | | | (889) | | | 90 | | | — | | | (889) | | | 90 | | | — | |
Curtailment | — | | | (3,900) | | | — | | | — | | | (32,680) | | | — | | | — | | | (36,580) | | | — | |
Settlement | — | | | 290 | | | — | | | (148) | | | (59) | | | (144) | | | (148) | | | 231 | | | (144) | |
Net periodic pension (benefit) cost | $ | (5,698) | | | $ | (9,455) | | | $ | (1,845) | | | $ | (816) | | | $ | (28,542) | | | $ | 4,388 | | | $ | (6,514) | | | $ | (37,997) | | | $ | 2,543 | |
(1) The Company assumed the Domestic Plans and certain foreign plans in connection with the acquisition of Anixter on June 22, 2020, as disclosed in Note 6, “Acquisitions and Disposals”. The Company began recognizing the associated net periodic pension (benefit) cost as of the acquisition date.
Service cost is reported as a component of selling, general and administrative expenses. The other components of net periodic pension (benefit) cost totaling net benefits of $14.8 million, $53.2 million and $8.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, are presented as components of other non-operating expense (income) (“other expense (income), net”).
The following weighted-average actuarial assumptions were used to determine net periodic pension (benefit) cost:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Plans(1) | | Foreign Plans(1) | | Total |
| 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 | | 2022 | | 2021 | | 2020 |
Discount rate | 2.9 | % | | 2.6 | % | | 2.9 | % | | 2.4 | % | | 2.0 | % | | 2.2 | % | | 2.6 | % | | 2.3 | % | | 2.5 | % |
Expected return on plan assets | 4.3 | % | | 5.3 | % | | 5.5 | % | | 5.0 | % | | 4.9 | % | | 5.2 | % | | 4.6 | % | | 5.1 | % | | 5.3 | % |
Rate of compensation increase | — | % | | 3.8 | % | | 3.8 | % | | 3.4 | % | | 3.2 | % | | 3.4 | % | | 3.4 | % | | 3.4 | % | | 3.5 | % |
(1) As described above, the Company assumed the Domestic Plans and certain foreign plans in connection with the acquisition of Anixter on June 22, 2020. The Company began using the related assumptions as of the acquisition date.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the invested assets and future assets to be invested to provide for the benefits included in the projected benefit obligation. The Company uses historical plan asset returns combined with current market conditions to estimate the rate of return. The weighted-average expected long-term rate of return on plan assets used in the determination of net periodic pension cost for 2022 was 4.6%.
As a result of the combined effect of valuation changes in both the equity and bond markets, the plan assets produced an actual loss of 25.1% in 2022. The difference between the expected return and actual return on plan assets is amortized into expense over the service lives of the plan participants. These amounts are reflected on the balance sheet through charges to accumulated other comprehensive (income) loss.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the changes and the end of year components of accumulated other comprehensive (income) loss for the defined benefit plans:
| | | | | | | | | | | |
| Year Ended December 31, |
(In thousands) | 2022 | | 2021 |
Changes to Balance: | | | |
Beginning balance, before tax effect | $ | (58,788) | | | $ | (3,062) | |
Prior service credit arising in current year | (13) | | | (100) | |
Net actuarial loss (gain) arising in current year | 14,494 | | | (93,064) | |
Recognized actuarial loss (gain) | 889 | | | (90) | |
Curtailment | — | | | 36,580 | |
Settlement | 148 | | | (231) | |
Foreign currency exchange rate changes | 2,637 | | | 1,179 | |
Ending balance, before tax effect | $ | (40,633) | | | $ | (58,788) | |
| | | |
| As of December 31, |
(In thousands) | 2022 | | 2021 |
Components of Balance: | | | |
Prior service credit | $ | (150) | | | $ | (137) | |
Net actuarial gain | (40,483) | | | (58,651) | |
Ending balance, before tax effect | (40,633) | | | (58,788) | |
Tax effect | 10,193 | | | 13,605 | |
Ending balance, after tax effect | $ | (30,440) | | | $ | (45,183) | |
The following benefit payments, which reflect expected future service, are expected to be paid as follows:
| | | | | | | | | | | | | | | | | |
(In thousands) | Domestic Plans | | Foreign Plans | | Total |
2023 | $ | 143,195 | | | $ | 9,580 | | | $ | 152,775 | |
2024 | 120,735 | | | 9,446 | | | 130,181 | |
2025 | — | | | 9,927 | | | 9,927 | |
2026 | — | | | 10,493 | | | 10,493 | |
2027 | — | | | 11,941 | | | 11,941 | |
2028 to 2032 | — | | | 86,586 | | | 86,586 | |
The Company expects to contribute approximately $7.0 million to its Foreign Plans in 2023. The Company does not expect to make a contribution to its domestic qualified pension plan in 2023 due to its overfunded status.
The assets of the various defined benefit plans are held in separate independent trusts and managed by independent third party advisors. The investment objective for the defined benefit plans is to ensure an adequate level of assets is available to fund the benefits owed to employees and their beneficiaries when they become payable. In meeting this objective, the Company seeks to achieve a level of absolute investment return consistent with a prudent level of portfolio risk. The Company's risk preference is to refrain from exposing the plans to higher volatility in pursuit of potential higher returns.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The asset mixes and the asset allocation guidelines for the Domestic Plans and Foreign Plans are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Plans |
| | | Allocation Guidelines |
| December 31, 2022 | | Min | | Target | | Max |
Equities | 2.1 | % | | — | % | | 2 | % | | 35 | % |
Debt securities: | | | | | | | |
Domestic treasuries | 5.5 | | | — | | | 5 | | | — | |
Corporate bonds | 22.4 | | | — | | | 22 | | | — | |
Other | 7.6 | | | — | | | 8 | | | 35 | |
Total debt securities | 35.5 | | | | | 35 | | | |
Property/real estate | 13.5 | | | — | | | 14 | | | 35 | |
Cash equivalents | 48.9 | | | — | | | 49 | | | — | |
| 100.0 | % | | | | 100 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Plans |
| | | Allocation Guidelines |
| December 31, 2022 | | Min | | Target | | Max |
Equities | 27.3 | % | | 19 | % | | 30 | % | | 38 | % |
Debt securities: | | | | | | | |
Domestic treasuries | 0.2 | | | — | | | — | | | — | |
Corporate bonds | 4.0 | | | 1 | | | 1 | | | 29 | |
Pooled investment funds and other | 52.6 | | | 36 | | | 54 | | | 67 | |
Total debt securities | 56.8 | | | | | 55 | | | |
Property/real estate | 4.0 | | | 2 | | | 4 | | | 7 | |
Insurance products | 6.9 | | | 7 | | | 7 | | | 7 | |
Other | 5.0 | | | 4 | | | 4 | | | 11 | |
| 100.0 | % | | | | 100 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Plans |
| | | Allocation Guidelines |
| December 31, 2021 | | Min | | Target | | Max |
Equities | 10.8 | % | | 5 | % | | 10 | % | | 15 | % |
Debt securities: | | | | | | | |
Domestic treasuries | 36.1 | | | — | | | 34 | | | — | |
Corporate bonds | 25.7 | | | — | | | 40 | | | — | |
Other | 7.6 | | | 3 | | | 7 | | | 13 | |
Total debt securities | 69.4 | | | | | 81 | | | |
Property/real estate | 19.0 | | | 3 | | | 8 | | | 13 | |
Other | 0.8 | | | — | | | 1 | | | — | |
| 100.0 | % | | | | 100 | % | | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Plans |
| | | Allocation Guidelines |
| December 31, 2021 | | Min | | Target | | Max |
Equities | 39.2 | % | | 25 | % | | 39 | % | | 48 | % |
Debt securities: | | | | | | | |
Corporate bonds | 4.5 | | | — | | | — | | | 37 | |
Pooled investment funds and other | 43.5 | | | 26 | | | 48 | | | 65 | |
Total debt securities | 48.0 | | | | | 48 | | | |
Property/real estate | 4.4 | | | 2 | | | 5 | | | 8 | |
Insurance products | 4.9 | | | 5 | | | 5 | | | 5 | |
Other | 3.5 | | | 3 | | | 3 | | | 13 | |
| 100.0 | % | | | | 100 | % | | |
The plans' pension committees meet regularly to assess investment performance relative to asset allocation guidelines. The Company periodically rebalances its asset portfolios to be in line with its allocation guidelines.
For 2022, the investment policy guidelines of the Domestic Plans were as follows:
•Each asset class is managed by one or more active and passive investment managers
•Each asset class may be invested in a commingled fund, mutual fund, or separately managed account
•Investment in Exchange Traded Funds (“ETFs”) is permissible
•Each manager is expected to be “fully invested” with minimal cash holdings
•Derivative instruments such as futures, swaps and options may be used on a limited basis; for funds that employ derivatives, the loss of invested capital to the Trust should be limited to the amount invested in the fund
•The equity portfolio is diversified by sector and geography
•The real assets portfolio is invested in Real Estate Investment Trusts (“REITs”) and private real estate
•The fixed income is invested in U.S. Treasuries, investment grade corporate debt (denominated in U.S. dollars), and other credit investments including below investment grade rated bonds and loans, securitized credit, and emerging market debt
The investment policies for the Foreign Plans are the responsibility of the various trustees. Generally, the investment policy guidelines are as follows:
•Make sure that the obligations to the beneficiaries of the plan can be met
•Maintain funds at a level to meet the minimum funding requirements
•The investment managers are expected to provide a return, within certain tracking tolerances, close to that of the relevant market’s indices
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following tables set forth the fair value of assets by asset category for the Domestic Plans and Foreign Plans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 |
(In thousands) | Level 1 | | Level 2 | | Level 3 | | NAV (1) | | Total |
Domestic Plans | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 5,894 | | | $ | 5,894 | |
Debt securities: | | | | | | | | | |
Domestic treasuries | — | | | — | | | — | | | 15,601 | | | 15,601 | |
Corporate bonds | — | | | — | | | — | | | 63,824 | | | 63,824 | |
Other | — | | | — | | | — | | | 21,694 | | | 21,694 | |
Property/real estate | — | | | — | | | — | | | 38,701 | | | 38,701 | |
Cash equivalents | 139,405 | | | — | | | — | | | — | | | 139,405 | |
Total investments in Domestic Plans | $ | 139,405 | | | $ | — | | | $ | — | | | $ | 145,714 | | | $ | 285,119 | |
| | | | | | | | | |
Foreign Plans | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 73,072 | | | $ | 73,072 | |
Debt securities: | | | | | | | | | |
Domestic treasuries | — | | | — | | | — | | | 405 | | | 405 | |
Corporate bonds | — | | | — | | | — | | | 10,731 | | | 10,731 | |
Pooled investment funds and other | — | | | — | | | — | | | 140,966 | | | 140,966 | |
Property/real estate | — | | | — | | | — | | | 10,637 | | | 10,637 | |
Insurance products | — | | | 18,489 | | | — | | | — | | | 18,489 | |
Other | 3,651 | | | — | | | — | | | 9,623 | | | 13,274 | |
Total investments in Foreign Plans | $ | 3,651 | | | $ | 18,489 | | | $ | — | | | $ | 245,434 | | | $ | 267,574 | |
| | | | | | | | | |
Total | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 78,966 | | | $ | 78,966 | |
Debt securities: | | | | | | | | | |
Domestic treasuries | — | | | — | | | — | | | 16,006 | | | 16,006 | |
Corporate bonds | — | | | — | | | — | | | 74,555 | | | 74,555 | |
Pooled investment funds and other | — | | | — | | | — | | | 162,660 | | | 162,660 | |
Property/real estate | — | | | — | | | — | | | 49,338 | | | 49,338 | |
Insurance products | — | | | 18,489 | | | — | | | — | | | 18,489 | |
Cash equivalents | 139,405 | | | — | | | — | | | — | | | 139,405 | |
Other | 3,651 | | | — | | | — | | | 9,623 | | | 13,274 | |
Total investments | $ | 143,056 | | | $ | 18,489 | | | $ | — | | | $ | 391,148 | | | $ | 552,693 | |
(1) Investments measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. The amounts presented in the tables above are intended to reconcile the fair value hierarchy to the total fair value of plan assets.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
(In thousands) | Level 1 | | Level 2 | | Level 3 | | NAV (1) | | Total |
Domestic Plans | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 40,102 | | | $ | 40,102 | |
Debt securities: | | | | | | | | | |
Domestic treasuries | — | | | — | | | — | | | 133,672 | | | 133,672 | |
Corporate bonds | — | | | — | | | — | | | 95,198 | | | 95,198 | |
Other | — | | | — | | | — | | | 28,246 | | | 28,246 | |
Property/real estate | — | | | — | | | — | | | 70,648 | | | 70,648 | |
Other | 2,865 | | | — | | | — | | | — | | | 2,865 | |
Total investments in Domestic Plans | $ | 2,865 | | | $ | — | | | $ | — | | | $ | 367,866 | | | $ | 370,731 | |
| | | | | | | | | |
Foreign Plans | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 149,707 | | | 149,707 | |
Debt securities: | | | | | | | | | |
Corporate bonds | — | | | — | | | — | | | 17,328 | | | 17,328 | |
Pooled investment funds and other | — | | | — | | | — | | | 165,863 | | | 165,863 | |
Property/real estate | — | | | — | | | — | | | 16,632 | | | 16,632 | |
Insurance products | — | | | 18,781 | | | — | | | — | | | 18,781 | |
Other | 1,248 | | | — | | | — | | | 12,222 | | | 13,470 | |
Total investments in Foreign Plans | $ | 1,248 | | | $ | 18,781 | | | $ | — | | | $ | 361,752 | | | $ | 381,781 | |
| | | | | | | | | |
Total | | | | | | | | | |
Equities | $ | — | | | $ | — | | | $ | — | | | $ | 189,809 | | | $ | 189,809 | |
Debt securities: | | | | | | | | | |
Domestic treasuries | — | | | — | | | — | | | 133,672 | | | 133,672 | |
Corporate bonds | — | | | — | | | — | | | 112,526 | | | 112,526 | |
Pooled investment funds and other | — | | | — | | | — | | | 194,109 | | | 194,109 | |
Property/real estate | — | | | — | | | — | | | 87,280 | | | 87,280 | |
Insurance products | — | | | 18,781 | | | — | | | — | | | 18,781 | |
Other | 4,113 | | | — | | | — | | | 12,222 | | | 16,335 | |
Total investments | $ | 4,113 | | | $ | 18,781 | | | $ | — | | | $ | 729,618 | | | $ | 752,512 | |
(1) Investments measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy. The amounts presented in the tables above are intended to reconcile the fair value hierarchy to the total fair value of plan assets.
The assets of the Domestic Plans and Foreign Plans are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities are classified in the fair value hierarchy based on the lowest level of any input that is significant to the measurement of fair value. Investments for which fair value is measured using the net asset value (NAV) per share practical expedient are not classified in the fair value hierarchy. The majority of pension assets are comprised of common/collective/pool funds (i.e., mutual funds). These funds are valued at the net asset value of shares held in the underlying funds.
The fair value methods described above may not be indicative of net realizable value or reflective of future fair values. Additionally, while the Company believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Other Benefits
Prior to its acquisition by Wesco on June 22, 2020, Anixter granted restricted stock units in the ordinary course of business to its employees and directors. These awards, for which vesting did not accelerate solely as a result of the Company's merger with Anixter, were converted into cash-only settled Wesco phantom stock units, which vest ratably over a 3-year period. As of December 31, 2022 and 2021, the estimated fair value of these awards was $8.1 million and $22.7 million, respectively.
As of December 31, 2022, the Company's liability for these awards is $8.0 million, which is included in accrued payroll and benefit costs in the Consolidated Balance Sheet. As of December 31, 2021, the Company's liability for these awards was $17.3 million, of which $10.9 million was included in accrued payroll and benefit costs and $6.4 million was a component of other noncurrent liabilities in the Consolidated Balance Sheet.
The Company recognized compensation expense associated with these awards of $2.6 million, $13.6 million and $9.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is reported as a component of selling, general and administrative expenses.
14. 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. As of December 31, 2022, 1,992,652 shares of common stock were reserved under the 2021 Plan for future equity award grants.
Stock-based compensation awards outstanding under Wesco's plans are comprised of stock options, stock-settled stock appreciation rights, restricted stock units and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date of grant and compensation cost is recognized, net of estimated forfeitures, over the service period for awards expected to vest. The fair value of stock options and stock-settled stock appreciation rights is determined using the Black-Scholes model. The fair value of restricted stock units and performance-based awards with performance conditions is determined by the grant-date closing price of Wesco’s common stock. The forfeiture assumption is based on Wesco’s historical participant behavior that is reviewed on at least an annual basis. No dividends are assumed. For stock options and stock-settled stock appreciation rights that are exercised, and for restricted stock units and performance-based awards that vest, shares are issued out of Wesco's outstanding common stock.
Stock options and stock-settled stock appreciation rights vest ratably over a three-year period and terminate on the tenth anniversary of the grant date unless terminated sooner under certain conditions. Restricted stock unit awards 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 2022 and 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 with performance-based awards vesting 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.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Performance-based awards granted in 2022, 2021 and 2020 are based on two equally-weighted performance measures: the three-year average growth rate of Wesco's net income attributable to common stockholders and the three-year cumulative return on net assets. These awards are accounted for as awards with performance conditions; compensation cost is recognized over the performance period based upon Wesco's determination of whether it is probable that the performance targets will be achieved.
Wesco recognized $46.4 million, $30.8 million and $19.3 million of non-cash stock-based compensation expense for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in selling, general and administrative expenses for all such periods. As of December 31, 2022, there was $51.8 million of total unrecognized compensation expense related to non-vested stock-based compensation arrangements for all awards previously made of which approximately $32.8 million is expected to be recognized in 2023, $16.8 million in 2024 and $2.2 million in 2025.
The aggregate intrinsic value of awards exercised during the years ended December 31, 2022, 2021, and 2020 was $68.3 million, $69.7 million, and $8.8 million, respectively. The gross deferred income tax benefit associated with the exercise of stock-based awards totaled $15.8 million, $16.8 million, and $2.0 million in 2022, 2021, and 2020, respectively.
During the years ended December 31, 2022, 2021 and 2020, Wesco granted the following stock options, stock-settled stock appreciation rights, restricted stock units, and performance-based awards at the following weighted-average fair values:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
Stock options granted | 92,799 | | | — | | | — | |
Weighted-average fair value | $ | 57.15 | | | n/a | | n/a |
| | | | | |
Stock-settled stock appreciation rights granted | — | | | 139,592 | | | 262,091 | |
Weighted-average fair value | n/a | | $ | 33.19 | | | $ | 13.86 | |
| | | | | |
Restricted stock units granted | 234,800 | | | 314,480 | | | 656,717 | |
Weighted-average fair value | $ | 122.13 | | | $ | 77.81 | | | $ | 37.44 | |
| | | | | |
Performance-based awards granted | 83,991 | | | 122,812 | | | 158,756 | |
Weighted-average fair value | $ | 122.09 | | | $ | 76.76 | | | $ | 49.56 | |
The fair values of stock options and stock-settled stock appreciation rights, as disclosed in the table above, were estimated using the following weighted-average assumptions in the respective periods:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
Risk free interest rate | 2.0% | | 0.8% | | 1.4% |
Expected life (in years) | 7 | | 7 | | 5 |
Expected volatility | 43% | | 41% | | 30% |
The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve rate as of the grant date. The expected life is based on historical exercise experience 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.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth a summary of stock options and related information for the period presented:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 |
| Awards | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Life | | Aggregate Intrinsic Value (In thousands) |
Beginning of year | — | | | $ | — | | | | | |
Granted | 92,799 | | | 121.58 | | | | | |
Exercised | — | | | — | | | | | |
Forfeited | (5,452) | | | 122.09 | | | | | |
End of year | 87,347 | | | 121.55 | | | 9.1 | | $ | 319 | |
Exercisable at end of year | 879 | | | $ | 122.09 | | | 0.6 | | $ | 3 | |
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Awards | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Life | | Aggregate Intrinsic Value (In thousands) | | Awards | | Weighted-Average Exercise Price | | Awards | | Weighted-Average Exercise Price |
Beginning of year | 1,370,388 | | | $ | 62.09 | | | | | | | 2,161,556 | | | $ | 60.48 | | | 2,337,049 | | | $ | 59.72 | |
Granted | — | | | — | | | | | | | 139,592 | | | 77.05 | | | 262,091 | | | 48.32 | |
Exercised | (113,382) | | | 61.90 | | | | | | | (916,906) | | | 60.70 | | | (391,339) | | | 47.11 | |
Forfeited | (8,891) | | | 73.35 | | | | | | | (13,854) | | | 54.42 | | | (46,245) | | | 65.93 | |
End of year | 1,248,115 | | | 62.02 | | | 5.2 | | $ | 78,850 | | | 1,370,388 | | | 62.09 | | | 2,161,556 | | | 60.48 | |
Exercisable at end of year | 1,083,320 | | | $ | 61.91 | | | 4.9 | | $ | 68,567 | | | 1,001,708 | | | $ | 62.79 | | | 1,630,891 | | | $ | 62.72 | |
The following table sets forth a summary of restricted stock units and related information for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Awards | | Weighted-Average Fair Value | | Awards | | Weighted-Average Fair Value | | Awards | | Weighted-Average Fair Value |
Unvested at beginning of year | 974,162 | | | $ | 53.48 | | | 921,495 | | | $ | 43.15 | | | 363,729 | | | $ | 60.00 | |
Granted | 234,800 | | | 122.13 | | | 314,480 | | | 77.81 | | | 656,717 | | | 37.44 | |
Vested | (393,194) | | | 53.13 | | | (232,152) | | | 44.10 | | | (83,253) | | | 69.17 | |
Forfeited | (41,535) | | | 66.30 | | | (29,661) | | | 63.86 | | | (15,698) | | | 56.79 | |
Unvested at end of year | 774,233 | | | $ | 73.79 | | | 974,162 | | | $ | 53.48 | | | 921,495 | | | $ | 43.15 | |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth a summary of performance-based awards and related information for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2022 | | 2021 | | 2020 |
| Awards | | Weighted-Average Fair Value | | Awards | | Weighted-Average Fair Value | | Awards | | Weighted-Average Fair Value |
Unvested at beginning of year | 380,819 | | | $ | 59.23 | | | 305,269 | | | $ | 52.61 | | | 195,305 | | | $ | 60.24 | |
Granted | 83,991 | | | 122.09 | | | 122,812 | | | 76.76 | | | 158,756 | | | 49.56 | |
Vested | (115,394) | | | 54.64 | | | (22,371) | | | 62.80 | | | (25,909) | | | 78.04 | |
Forfeited | (14,087) | | | 60.75 | | | (24,891) | | | 61.26 | | | (22,883) | | | 69.39 | |
Unvested at end of year | 335,329 | | | $ | 75.26 | | | 380,819 | | | $ | 59.23 | | | 305,269 | | | $ | 52.61 | |
15. 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 (including wage and hour). 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.
As of December 31, 2022, the Company had $53.1 million in outstanding letters of credit and guarantees.
16. BUSINESS SEGMENTS
The Company has operating segments comprising three strategic business units consisting of EES, CSS and UBS. These operating segments are equivalent to the Company's reportable segments. The Company's chief operating decision maker evaluates the performance of its operating segments based primarily on net sales, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA margin percentage.
The Company incurs corporate costs primarily related to treasury, tax, information technology, legal and other centralized functions. The Company also has various corporate assets. Segment assets may not include jointly used assets, but segment results include depreciation expense or other allocations related to those assets. Interest expense and other non-operating items are either not allocated to the segments or reviewed on a segment basis. Corporate expenses and assets not directly identifiable with a reportable segment are reported in the tables below to reconcile the reportable segments to the consolidated financial statements.
The following is a description of each of the Company's reportable segments and their business activities.
Electrical & Electronic Solutions
The EES segment, with approximately 7,000 employees supporting customers in more than 50 countries, supplies a broad range of products and solutions primarily to the construction, industrial and original equipment manufacturer (“OEM”) markets. The product portfolio in this business includes a broad range of electrical equipment and supplies, automation and connected devices (the “Internet of Things” or “IoT”), security, lighting, wire and cable, safety, and maintenance, repair and operating (“MRO”) products from industry-leading manufacturing partners. The EES service portfolio includes contractor solutions to improve project execution, direct and indirect manufacturing supply chain optimization programs, lighting and renewables advisory services, and digital and automation solutions to improve safety and productivity.
Communications & Security Solutions
The CSS segment, with over 4,600 employees supporting customers in more than 50 countries, is a global leader in the network infrastructure and security markets. CSS sells products directly to end-users or through various channels including data communications contractors, security, network, professional audio/visual and systems integrators. In addition to the core network infrastructure and security portfolio, CSS has a broad offering of safety and energy management solutions. CSS products are often combined with supply chain services to increase efficiency and productivity, including installation enhancement, project deployment, advisory, and IoT and digital services.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Utility & Broadband Solutions
The UBS segment, with over 2,700 employees supporting customers primarily in the U.S. and Canada, provides products and services to investor-owned utilities, public power companies, including municipalities, as well as global service providers, wireless providers, broadband operators and the contractors that service these customers. The UBS segment also includes Wesco’s integrated supply business, which provides products and services to large industrial and commercial end-users to support their MRO spend. The products sold into the utility and broadband markets include wire and cable, transformers, transmission and distribution hardware, switches, protective devices, connectors, lighting, conduit, fiber and copper cable, connectivity products, pole line hardware, racks, cabinets, safety and MRO products, and point-to-point wireless devices. The UBS segment also offers a complete set of service solutions to improve customer supply chain efficiencies.
The following tables set forth financial information by reportable segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Year Ended December 31, 2022 |
EES | | CSS | | UBS | | Corporate | | Total |
Net sales | $ | 8,823,331 | | $ | 6,401,468 | | $ | 6,195,317 | | $ | — | | $ | 21,420,116 |
Adjusted EBITDA | 851,266 | | 599,000 | | 677,255 | | (401,939) | | 1,725,582 |
Adjusted EBITDA Margin % | 9.6 | % | | 9.4 | % | | 10.9 | % | | | | 8.1 | % |
Supplemental information: | | | | | | | | | |
Depreciation and amortization | $ | 42,621 | | $ | 68,448 | | $ | 23,251 | | $ | 44,694 | | $ | 179,014 |
Capital expenditures | 9,065 | | 4,793 | | 9,193 | | 76,361 | | 99,412 |
| | | | | | | | | |
| Year Ended December 31, 2021 |
(In thousands) | EES | | CSS | | UBS | | Corporate | | Total |
Net sales | $ | 7,621,263 | | $ | 5,715,238 | | $ | 4,881,011 | | $ | — | | $ | 18,217,512 |
Adjusted EBITDA | 604,461 | | 480,820 | | 428,367 | | (337,965) | | 1,175,683 |
Adjusted EBITDA Margin % | 7.9 | % | | 8.4 | % | | 8.8 | % | | | | 6.5 | % |
Supplemental information: | | | | | | | | | |
Depreciation and amortization | $ | 55,998 | | $ | 82,870 | | $ | 22,447 | | $ | 37,239 | | $ | 198,554 |
Capital expenditures | 4,469 | | 3,197 | | 5,207 | | 41,873 | | 54,746 |
| | | | | | | | | |
| Year Ended December 31, 2020 |
(In thousands) | EES | | CSS | | UBS | | Corporate | | Total |
Net sales | $ | 5,479,760 | | $ | 3,323,264 | | $ | 3,522,971 | | $ | — | | $ | 12,325,995 |
Adjusted EBITDA | 308,327 | | 280,656 | | 265,593 | | (194,259) | | 660,317 |
Adjusted EBITDA Margin % | 5.6 | % | | 8.4 | % | | 7.5 | % | | | | 5.4 | % |
Supplemental information: | | | | | | | | | |
Depreciation and amortization | $ | 35,811 | | $ | 37,765 | | $ | 22,380 | | $ | 25,644 | | $ | 121,600 |
Capital expenditures | 7,081 | | 1,495 | | 12,834 | | 35,261 | | 56,671 |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth total assets by reportable segment for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of |
| December 31, 2022 |
(In thousands) | EES | | CSS | | UBS | | Corporate(1) | | Total |
Total assets | $ | 4,480,336 | | | $ | 5,503,971 | | | $ | 3,827,439 | | | $ | 999,940 | | | $ | 14,811,686 | |
| | | | | | | | | |
| As of |
| December 31, 2021 |
(In thousands) | EES | | CSS | | UBS | | Corporate(1) | | Total |
Total assets | $ | 4,098,335 | | | $ | 4,601,132 | | | $ | 3,266,231 | | | $ | 652,001 | | | $ | 12,617,699 | |
| | | | | | | | | |
(1)Total assets for Corporate primarily consist of cash and cash equivalents, deferred income taxes, fixed assets, capitalized cloud computing arrangement costs, right-of-use assets associated with operating leases, and pension assets.
The following table sets forth tangible long-lived assets, which include property, buildings and equipment, and operating lease assets, by geographic area:
| | | | | | | | | | | |
| As of December 31, |
| 2022 | | 2021 |
(In thousands) | | | |
United States | $ | 790,120 | | | $ | 698,942 | |
Canada | 166,965 | | | 141,380 | |
Other International(1) | 70,671 | | | 69,553 | |
Total | $ | 1,027,756 | | | $ | 909,875 | |
(1) No individual other international country's tangible long-lived assets are material.
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following tables reconcile net income attributable to common stockholders to adjusted EBITDA and adjusted EBITDA margin % by segment, which are non-GAAP financial measures, for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2022 |
(In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
Net income attributable to common stockholders | | $ | 801,283 | | $ | 526,985 | | $ | 648,478 | | $ | (1,173,683) | | $ | 803,063 |
Net income attributable to noncontrolling interests | | 158 | | — | | — | | 1,493 | | 1,651 |
Preferred stock dividends | | — | | — | | — | | 57,408 | | 57,408 |
Provision for income taxes | | — | | — | | — | | 274,529 | | 274,529 |
Interest expense, net | | — | | — | | — | | 294,420 | | 294,420 |
Depreciation and amortization | | 42,621 | | 68,448 | | 23,251 | | 44,694 | | 179,014 |
Other (income) expense, net | | (2,022) | | (1,292) | | 1,992 | | 8,336 | | 7,014 |
Stock-based compensation expense(1) | | 9,226 | | 4,859 | | 3,534 | | 23,418 | | 41,037 |
Merger-related and integration costs | | — | | — | | — | | 67,446 | | 67,446 |
Adjusted EBITDA | | $ | 851,266 | | $ | 599,000 | | $ | 677,255 | | $ | (401,939) | | $ | 1,725,582 |
Adjusted EBITDA margin % | | 9.6 | % | | 9.4 | % | | 10.9 | % | | | | 8.1 | % |
(1) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2022 excludes $5.4 million as such amount is included in merger-related and integration costs. |
| | | | | | | | | | |
| | Year Ended December 31, 2021 |
(In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
Net income attributable to common stockholders | | $ | 543,633 | | $ | 394,031 | | $ | 412,698 | | $ | (942,388) | | $ | 407,974 |
Net income attributable to noncontrolling interests | | 298 | | — | | — | | 722 | | 1,020 |
Preferred stock dividends | | — | | — | | — | | 57,408 | | 57,408 |
Provision for income taxes | | — | | — | | — | | 115,510 | | 115,510 |
Interest expense, net | | — | | — | | — | | 268,073 | | 268,073 |
Depreciation and amortization | | 55,998 | | 82,870 | | 22,447 | | 37,239 | | 198,554 |
Other (income) expense, net(1) | | (1,872) | | 1,312 | | 42 | | (47,594) | | (48,112) |
Stock-based compensation expense(2) | | 6,404 | | 2,607 | | 2,107 | | 14,581 | | 25,699 |
Merger-related and integration costs | | — | | — | | — | | 158,484 | | 158,484 |
Net gain on divestitures | | — | | — | | (8,927) | | — | | (8,927) |
Adjusted EBITDA | | $ | 604,461 | | $ | 480,820 | | $ | 428,367 | | $ | (337,965) | | $ | 1,175,683 |
Adjusted EBITDA margin % | | 7.9 | % | | 8.4 | % | | 8.8 | % | | | | 6.5 | % |
(1) Corporate other non-operating income in the calculation of adjusted EBITDA for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of the Company's pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. |
(2) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2021 excludes $5.1 million as such amount is included in merger-related and integration costs. |
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2020 |
(In thousands) | | EES | | CSS | | UBS | | Corporate | | Total |
Net income attributable to common stockholders | | $ | 262,829 | | $ | 217,211 | | $ | 231,678 | | $ | (641,297) | | $ | 70,421 |
Net loss attributable to noncontrolling interests | | (842) | | — | | — | | 321 | | (521) |
Preferred stock dividends | | — | | — | | — | | 30,139 | | 30,139 |
Provision for income taxes | | — | | — | | — | | 22,803 | | 22,803 |
Interest expense, net | | — | | — | | — | | 226,591 | | 226,591 |
Depreciation and amortization | | 35,811 | | 37,765 | | 22,380 | | 25,644 | | 121,600 |
Other (income) expense, net | | (1,780) | | (48) | | 24 | | (591) | | (2,395) |
Stock-based compensation expense(1) | | 4,080 | | 1,403 | | 1,336 | | 9,895 | | 16,714 |
Merger-related and integration costs | | — | | — | | — | | 132,236 | | 132,236 |
Merger-related fair value adjustments | | 15,411 | | 22,000 | | 6,282 | | — | | 43,693 |
Out-of-period adjustment | | 12,634 | | 2,325 | | 3,893 | | — | | 18,852 |
Gain on sale of asset | | (19,816) | | — | | — | | — | | (19,816) |
Adjusted EBITDA | | $ | 308,327 | | $ | 280,656 | | $ | 265,593 | | $ | (194,259) | | $ | 660,317 |
Adjusted EBITDA margin % | | 5.6 | % | | 8.4 | % | | 7.5 | % | | | | 5.4 | % |
(1) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2020 excludes $2.6 million as such amount is included in merger-related and integration costs. |
Note: Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, merger-related and integration costs and fair value adjustments, an out-of-period adjustment related to inventory cost absorption accounting, and net gains on the divestiture of Wesco's legacy utility and data communications businesses in Canada and sale of an operating branch in the U.S. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.