WCC 10-K Annual Report Dec. 31, 2021 | Alphaminr
WESCO INTERNATIONAL INC
ALPHAMINR

WCC 10-K Fiscal year ended Dec. 31, 2021

Balance Sheet
Cash Flow
Income Statement
Debt
WESCO INTERNATIONAL INC
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PROXIES
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 		Filed on April 12, 2022
DEF 14A
 		Filed on April 12, 2021
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 		Filed on April 17, 2017
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 		Filed on April 8, 2016
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 		Filed on April 16, 2013
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement ScheduleItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of January 10, 2020, by and among WESCO International, Inc., Warrior Merger Sub, Inc. and Anixter International Inc. Incorporated by reference to Exhibit 2.1 to Wescos Current Report on Form 8-K, dated January 13, 2020 3.2 Certificate of Amendment of Certificate of Incorporation to Restated Certificate of Incorporation of WESCO International, Inc. Incorporated by reference to Exhibit 3.1 to Wescos Current Report on Form 8-K, dated May 29, 2014 3.3 Amended and Restated By-laws of WESCO International, Inc., effective as of May 29, 2014 Incorporated by reference to Exhibit 3.2 to Wescos Current Report on Form 8-K, dated May 29, 2014 3.4 Certificate of Designations with respect to the Series A Preferred Stock, dated June 22, 2020 Incorporated by reference to Exhibit 3.1 to Wescos Current Report on Form 8-K, dated June 22, 2020 3.5 Certificate of Designations of Series B Junior Participating Preferred Stock of WESCO International, Inc. Incorporated by reference to Exhibit 3.1 to Wescos Current Report on Form 8-K, dated July 17, 2020 4.1 Indenture, dated November 26, 2013, among WESCO Distribution, Inc. and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated November 27, 2013 4.2 Form of 5.375% Unrestricted Note due 2021 Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated November 27, 2013 4.3 Indenture, dated June 15, 2016, among WESCO Distribution, Inc. and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated June 15, 2016 4.4 Form of 5.375% Unrestricted Note due 2024 Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated June 15, 2016 4.5 Indenture, dated June 12, 2020, between WESCO International, Inc., WESCO Distribution, Inc. and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated June 12, 2020 4.6 Form of 7.125% Senior Note due 2025 Incorporated by reference to Exhibit A-1 to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated June 12, 2020 4.7 Form of 7.250% Senior Note due 2028 Incorporated by reference to Exhibit A-2 to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated June 12, 2020 4.8 Deposit Agreement, dated as of June 19, 2020, among WESCO International, Inc., Computershare Inc. and Computershare Trust Company, N.A., jointly as the Depositary, and the holders from time to time of the Depositary Receipts described therein Incorporated by reference to Exhibit 4.2 to Wescos Registration Statement on Form 8-A, dated June 19, 2020 4.10 Rights Agreement, dated as of July 17, 2020, between WESCO International, Inc. and Computershare Trust Company, N.A., as rights agent, which includes the form of Certificate of Designations as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C Incorporated by reference to Exhibit 4.1 to Wescos Current Report on Form 8-K, dated July 17, 2020 4.11 Description of WESCO International, Inc.s securities Incorporated by reference to Exhibit 4.11 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2020 10.1 1999 Deferred Compensation Plan for Non-Employee Directors, as amended and restated September 20, 2007 Incorporated by reference to Exhibit 10.5 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2011 10.2 Form of Stock Appreciation Rights Agreement for Employees Incorporated by reference to Exhibit 10.7 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2011 10.3 Amended and Restated Employment Agreement, dated as of September1, 2009, between WESCO International Inc. and John J. Engel Incorporated by reference to Exhibit 10.2 to Wescos Quarterly Report on Form10-Q for the quarter ended September30, 2009 10.4 1999 Long-Term Incentive Plan, as restated effective as of May 30, 2013 Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 16, 2013 10.5 Form of Stock Appreciation Rights Agreement for Employees Incorporated by reference to Exhibit 10.33 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2014 10.6 Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2015, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various Purchaser Groups from time to time party thereto and PNC Bank, National Association, as Administrator Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated September 24, 2015 10.7 Form of Director and Officer Indemnification Agreement, entered among WESCO International, Inc. and certain of its executive officers and directors listed on a schedule attached thereto Incorporated by reference to Exhibit 10.24 to Wesco's Annual Report on Form 10-K for the year ended December 31, 2015 10.8 First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2015 Incorporated by reference to Exhibit 10.1 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 10.9 Second Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of April 19, 2016 Incorporated by reference to Exhibit 10.2 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 10.10 Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 10, 2016 Incorporated by reference to Exhibit 10.3 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 10.11 Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2016 Incorporated by reference to Exhibit 10.4 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 10.12 Fifth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of November 8, 2017 Incorporated by reference to Exhibit 10.1 to Wesco's Current Report on Form 8-K, dated November 8, 2017 10.13 Sixth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 29, 2017 Incorporated by reference to Exhibit 10.22 to Wescos Annual Report on Form 10-K for the year ended December 31, 2017 10.14 Form of Non-Employee Director Restricted Stock Unit Agreement Incorporated by reference to Exhibit 10.23 to Wescos Annual Report on Form 10-K for the year ended December 31, 2017 10.15 Form of Restricted Stock Unit Agreement for Employees Incorporated by reference to Exhibit 10.24 to Wescos Annual Report on Form 10-K for the year ended December 31, 2017 10.16 Form of Stock Appreciation Rights Agreement for Employees Incorporated by reference to Exhibit 10.25 to Wescos Annual Report on Form 10-K for the year ended December 31, 2017 10.17 Form of Notice of Performance Share Award Under the WESCO International, Inc. 1999 Long-Term Incentive Plan, as amended May 31, 2017 Incorporated by reference to Exhibit 10.26 to Wescos Annual Report on Form 10-K for the year ended December 31, 2017 10.18 1999 Long-Term Incentive Plan, as restated effective as of May 31, 2017 Incorporated by reference to Appendix A to the Proxy Statement filed on Schedule 14A on April 17, 2017 10.19 Seventh Amendment to Fourth Amended and Restated Receivables Agreement, dated as of April 23, 2018 Incorporated by reference to Exhibit 10.1 to Wescos Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 10.20 Eighth Amendment to Fourth Amended and Restated Receivables Agreement, dated as of December 21, 2018 Incorporated by reference to Exhibit 10.30 to Wescos Annual Report on Form 10-K for the year ended December 31, 2018 10.21 Third Amended and Restated Credit Agreement, dated as of September 26, 2019 among WESCO Distribution, Inc., the other U.S. Borrowers party thereto, WESCO Distribution Canada LP, the other Canadian Borrowers party thereto, WESCO International, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent Incorporated by reference to Exhibit 10.1 to Wescos Current Report on Form 8-K, dated September 30, 2019 10.22 Ninth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of September 26, 2019 Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated September 30, 2019 10.23 Fourth Amended and Restated Credit Agreement, dated as of June 22, 2020, by and among WESCO Distribution, Inc., the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO International, Inc., the lenders party thereto and Barclays Bank PLC., as administrative agent Incorporated by reference to Exhibit 10.1 to Wescos Current Report on Form 8-K, dated June 24, 2020 10.24 Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 22, 2020, by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator. Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated June 24, 2020 10.25 Form of Restricted Stock Unit Award Agreement (Special Awards) Incorporated by reference to Exhibit 10.1 to Wescos Current Report on Form 8-K, dated June 25, 2020 10.26 WESCO International, Inc. Change in Control Severance Plan Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated June 25, 2020 10.27 Agreement, dated June 22, 2020, memorializing terms of employment of David Schulz by WESCO International, Inc. Incorporated by reference to Exhibit 10.1 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 10.28 Agreement, dated June 22, 2020, memorializing terms of employment of Nelson Squires by WESCO International, Inc. Incorporated by reference to Exhibit 10.2 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 10.29 Agreement, dated June 22, 2020, memorializing terms of employment of Christine Wolf by WESCO International, Inc. Incorporated by reference to Exhibit 10.3 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 10.30 Agreement, dated June 22, 2020, memorializing terms of employment of Diane Lazzaris by WESCO International, Inc. Incorporated by reference to Exhibit 10.4 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 10.31 First Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 14, 2020, among WESCO Distribution, the other U.S. borrowers party thereto, WESCO Distribution Canada LP, the other Canadian borrowers party thereto, WESCO, the lenders party thereto and Barclays Bank PLC, as administrative agent. Incorporated by reference to Exhibit 10.40 to Wescos Annual Report on Form 10-K for the year ended December 31, 2020 10.32 First Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated December 14, 2020 (the Receivables Amendment), by and among WESCO Receivables Corp., WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as administrator. Incorporated by reference to Exhibit 10.41 to Wescos Annual Report on Form 10-K for the year ended December 31, 2020 10.33 WESCO International, Inc. 2021 Omnibus Incentive Plan Incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A, filed on April 12, 2021 10.34 Agreement, dated May 28, 2020, memorializing terms of employment of Theodore Dosch by WESCO International, Inc. Incorporated by reference to Exhibit 10.1 to Wescos Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.35 Second Amendment to Fifth Amended and Restated Receivables Purchase Agreement Incorporated by reference to Exhibit 10.2 to Wescos Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.36 Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (for employees) Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated May 27, 2021 10.37 Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (for non-employee directors) Incorporated by reference to Exhibit 10.3 to Wescos Current Report on Form 8-K, dated May 27, 2021 10.38 Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Stock Appreciation Right Award Agreement Incorporated by reference to Exhibit 10.4 to Wescos Current Report on Form 8-K, dated May 27, 2021 10.39 Third Amendment to Fifth Amended and Restated Receivables Purchase Agreement, dated as of June 1, 2021 (the Receivables Amendment), by and among WESCO Receivables Corp., WESCO Distribution, Inc., the various purchaser groups from time to time party thereto, and PNC Bank, National Association, as administrator Incorporated by reference to Exhibit 10.1 to Wescos Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 10.40 Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Nonqualified Stock Option Award Agreement Incorporated by reference to Exhibit 10.1 to Wescos Current Report on Form 8-K, dated February 16, 2022 10.41 Form of WESCO International, Inc. 2021 Omnibus Incentive Plan Performance Share Unit Award Agreement Incorporated by reference to Exhibit 10.2 to Wescos Current Report on Form 8-K, dated February 16, 2022 21.1 Subsidiaries of WESCO International, Inc. Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Rule13a-14(a) promulgated under the Exchange Act Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Rule13a-14(a) promulgated under the Exchange Act Filed herewith 32.1 Certification of Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Certification of Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Filed herewith