Wesco International Inc: Form 10-Q for the period ended Mar 31, 2024

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and WESCO International, Inc.’s audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in Item 1A of WESCO International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as well as WESCO International, Inc.’s other reports filed with the Securities and Exchange Commission (the “SEC”). In this Item 2, “Wesco” refers to WESCO International, Inc., and its subsidiaries and its predecessors unless the context otherwise requires. References to “we,” “us,” “our” and the “Company” refer to Wesco and its subsidiaries.

In addition to the results provided in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), our discussion and analysis of financial condition and results of operations includes certain non-GAAP financial measures, which are defined further below. These financial measures include organic sales growth, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, financial leverage, adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating expense (income), adjusted provision for income taxes, adjusted income before income taxes, adjusted net income, adjusted net income attributable to WESCO International, Inc., adjusted net income attributable to common stockholders, and adjusted earnings per diluted share. We believe that these non-GAAP measures are helpful to users of our financial statements as they provide a better understanding of our financial condition and results of operations on a comparable basis. Additionally, certain non-GAAP measures either focus on or exclude items impacting comparability of results, allowing users to more easily compare our financial performance from period to period. Management uses certain non-GAAP financial measures in its evaluation of the performance of the Company’s operating segments and in the determination of incentive compensation. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.

Company Overview

Wesco, headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.

We employ approximately 20,000 people, maintain relationships with more than 50,000 suppliers, and serve nearly 150,000 customers worldwide. With millions of products, end-to-end supply chain services, and leading digital capabilities, we provide innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, educational institutions, telecommunications providers, and utilities. Our innovative value-added solutions include supply chain management, logistics and transportation, procurement, warehousing and inventory management, as well as kitting and labeling, limited assembly of products and installation enhancement. We operate nearly 800 branches, warehouses and sales offices in approximately 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and global corporations.

We have operating segments comprising three strategic business units consisting of Electrical & Electronic Solutions (“EES”), Communications & Security Solutions (“CSS”) and Utility & Broadband Solutions (“UBS”). These operating segments are equivalent to our reportable segments. The following is a description of each of our reportable segments and their business activities.

Electrical & Electronic Solutions

The EES segment, with approximately 6,600 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 approximately 4,300 employees supporting customers in more than 50 countries, is a global leader in the network infrastructure and security markets. CSS sells products directly to end-users or through various channels including data communications contractors, security, network, professional audio/visual and systems integrators. In addition to the core network infrastructure and security portfolio, CSS has a broad offering of safety and energy management solutions. CSS products are often combined with supply chain services to increase efficiency and productivity, including installation enhancement, project deployment, advisory and IoT and digital services.

Utility & Broadband Solutions

The UBS segment, with approximately 2,900 employees supporting customers primarily in the U.S. and Canada, provides products and services to investor-owned utilities, public power companies, including municipalities, as well as global service providers, wireless providers, broadband operators and the contractors that service these customers. The products sold into the utility and broadband markets include wire and cable, transformers, transmission and distribution hardware, switches, protective devices, connectors, lighting, conduit, fiber and copper cable, connectivity products, pole line hardware, racks, cabinets, safety and MRO products, and point-to-point wireless devices. The UBS segment also offers a complete set of service solutions to improve customer supply chain efficiencies. The UBS segment also includes Wesco’s integrated supply (“WIS”) business, which provides products and services to large industrial and commercial end-users to support their MRO spend. In the first quarter of 2024, Wesco entered into an agreement to sell the WIS business. The sale was completed on April 1, 2024.

Overall Financial Performance

Our financial results for the first three months of 2024 compared to the first three months of 2023 reflect a single-digit decline in sales driven by a decrease in volume, partially offset by the benefits of price inflation, as well as margin contraction, and higher payroll and payroll-related expenses and costs to operate our facilities, partially offset by lower professional services and consulting fees and transportation costs.

Net sales for the first three months of 2024 decreased $171.9 million, or 3.1%, over the corresponding prior year period. The decrease reflects estimated volume decline of approximately 4% driven primarily by a decrease in volume for the UBS segment, with less significant decreases in the CSS and EES segments. This negative factor was partially offset by the estimated impact of changes in price of approximately 1%, as well as the positive impact of fluctuations in foreign exchange rates of 0.1%. Cost of goods sold as a percentage of net sales was 78.7% and 78.1% for the first three months of 2024 and 2023, respectively. The unfavorable increase of 60 basis points reflects a shift in sales mix, lower supplier volume rebates, inventory adjustments, and lower cash discounts.

Income from operations was $263.0 million for the first three months of 2024 compared to $346.4 million for the first three months of 2023, a decrease of $83.4 million, or 24.1%. Income from operations as a percentage of net sales was 4.9% for the current three-month period, compared to 6.3% for the first three months of the prior year. Income from operations for the first three months of 2024 includes restructuring costs of $8.0 million, digital transformation costs of $6.1 million, and excise taxes on excess pension plan assets of $4.8 million. Adjusted for these amounts, income from operations was 5.3% of net sales for the first three months of 2024. For the first three months of 2023, income from operations was 6.6% of net sales, as adjusted for merger-related and integration costs of $11.2 million, and digital transformation costs of $8.3 million. For the three months ended March 31, 2024, income from operations declined compared to the prior year due to a decline in sales and higher cost of goods sold as a percentage of net sales, as well as higher salaries due to wage inflation and an increase in costs to operate our facilities, primarily due to rental cost increases. These negative factors were partially offset by a decrease in professional services and consulting fees and volume-related costs such as transportation.

Earnings per diluted share for the first three months of 2024 was $1.95, based on 51.9 million diluted shares, compared to $3.48 for the first three months of 2023, based on 52.5 million diluted shares, a decrease of 44.0%. Adjusted for restructuring costs, digital transformation costs, excise taxes on excess pension plan assets and pension settlement cost, and the related income tax effects, earnings per diluted share for the first three months of 2024 was $2.30. Adjusted for merger-related and integration costs, digital transformation costs, and the related income tax effects, earnings per diluted share for the first three months of 2023 was $3.75. Adjusted earnings per diluted share decreased 38.7% year-over-year.

Cash Flow

Operating cash flow for the first three months of 2024 was $746.3 million. Net cash provided by operating activities included net income of $116.1 million and non-cash adjustments to net income totaling $70.1 million, which primarily consisted of depreciation and amortization of $45.5 million, stock-based compensation expense of $10.1 million, amortization of debt discount and debt issuance costs of $4.1 million, pension settlement cost of $5.5 million, and deferred income taxes of $5.2 million. Operating cash flow was positively impacted by net changes in assets and liabilities of $560.1 million, which primarily consisted of an increase in accounts payable of $620.9 million, primarily due to the impact of a system conversion, the timing of inventory purchases, and a bank holiday at the end of the quarter that delayed payments, partially offset by an increase in trade accounts receivable of $116.1 million due to the timing of receipts from customers. These cash inflows were partially offset by the payment of management incentive compensation earned in 2023, which resulted in a cash outflow of approximately $49.2 million in the first three months of 2024, which was partially offset by the accrual of management incentive compensation earned in the current year.

Investing activities primarily included $20.4 million of capital expenditures mostly consisting of internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as equipment and capital leases and leasehold improvements to support our global network of branches, warehouses and sales offices.

Financing activities primarily consisted of proceeds of $900.0 million and $850.0 million related to the issuance of the 2029 Notes and 2032 Notes, respectively, net repayments of $953.0 million related to our revolving credit facility (the “Revolving Credit Facility”), net repayments of $912.0 million related to our accounts receivable securitization facility (the “Receivables Facility”), and payment of total debt issuance costs of $26.6 million related to the issuance of the 2029 and 2032 Notes and amendments to the Revolving Credit Facility and Receivables Facility. The first three months of 2024 also included $50.0 million of common stock repurchases, $25.2 million of payments for taxes related to the exercise and vesting of stock-based awards, and $20.9 million and $14.4 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively.

Financing Availability

As of March 31, 2024, we had $1.7 billion in total available borrowing capacity under our Revolving Credit Facility and $846.8 million of available borrowing capacity under our Receivables Facility. The Revolving Credit Facility and the Receivables Facility both mature in March 2027. As of March 31, 2024, we also had $8.2 million of borrowing capacity available under our international lines of credit that did not directly reduce availability under the Revolving Credit Facility.

Results of Operations

First Quarter of 2024 versus First Quarter of 2023

Net Sales

The following table sets forth net sales and organic sales growth for the periods presented:

(In millions)

Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after adjusting for weekends and public holidays in the United States; there was no change in the number of workdays in the first quarter of 2024 compared to the first quarter of 2023.

Net sales were $5.4 billion for the first quarter of 2024 compared to $5.5 billion for the first quarter of 2023, a decrease of 3.1%. Adjusting for the favorable impact from fluctuations in foreign exchange rates of 0.1%, organic sales for the first quarter of 2024 declined by 3.2%, reflecting an approximately 4% decline in volume, driven by declines in all three segments, partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 1%.

Cost of Goods Sold

Cost of goods sold for the first quarter of 2024 was $4.2 billion compared to $4.3 billion for the first quarter of 2023, a decrease of $0.1 billion. Cost of goods sold as a percentage of net sales was 78.7% and 78.1% for the first quarter of 2024 and 2023, respectively. The unfavorable increase of 60 basis points reflects a shift in sales mix, lower supplier volume rebates due to the decrease in inventory purchases as a result of the lower sales volume noted above, inventory adjustments, and lower cash discounts.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses primarily include payroll and payroll-related costs, shipping and handling, travel and entertainment, facilities, utilities, information technology expenses, professional and consulting fees, credit losses, gains (losses) on the sale of property and equipment, as well as real estate and personal property taxes. SG&A expenses for the first quarter of 2024 totaled $829.4 million versus $817.7 million for the first quarter of 2023, an increase of $11.7 million, or 1.4%. As a percentage of net sales, SG&A expenses were 15.5% and 14.8% for the first quarter of 2024 and 2023, respectively. SG&A expenses for the first quarter of 2024 include $8.0 million of restructuring costs, $6.1 million of digital transformation costs, and $4.8 million of excise taxes on excess pension plan assets. SG&A expenses for the first quarter of 2023 include merger-related and integration costs of $11.2 million and digital transformation costs of $8.3 million. Adjusted for digital transformation costs, restructuring costs, and excise taxes on excess pension plan assets, SG&A expenses were $810.5 million, or 15.1% of net sales, for the first quarter of 2024. Adjusted for merger-related and integration costs and digital transformation costs, SG&A expenses were $798.2 million, or 14.5% of net sales, for the first quarter of 2023.

SG&A payroll and payroll-related expenses for the first quarter of 2024 of $524.1 million increased by $11.9 million compared to the same period in 2023 as a result of higher salaries of $22.9 million due to wage inflation, partially offset by the impact of headcount reductions taken at the end of the second quarter of 2023. This increase in salaries is partially offset by a decrease in other payroll expenses of $9.1 million, primarily driven by a reduction in long-term incentive plan expense.

SG&A expenses not related to payroll and payroll-related costs for the first quarter of 2024 were $305.3 million, a decrease of $0.2 million compared to the same period in 2023, which primarily reflects a decrease of $8.9 million in professional service and consulting fees, including decreases in merger-related and integration costs and costs related to digital transformation initiatives, and a decrease of $7.3 million in transportation costs due to the decrease in sales volume noted above. These decreases were partially offset by higher costs to operate our facilities of $7.9 million, higher information technology costs of $4.8 million, and an increase of $4.2 million in taxes, due to the excise taxes on excess pension assets in the first quarter of 2024.

Depreciation and Amortization

Depreciation and amortization increased $1.1 million to $45.5 million for the first quarter of 2024 compared to $44.4 million for the first quarter of 2023.

Income from Operations

Income from operations was $263.0 million for the first quarter of 2024 compared to $346.4 million for the first quarter of 2023. The decrease of $83.4 million, or 24.1%, reflects a decrease in sales due to volume declines, higher cost of goods sold as a percentage of net sales, and higher SG&A expenses, as described above.

Interest Expense, net

Net interest expense totaled $94.4 million for the first quarter of 2024 compared to $95.0 million for the first quarter of 2023.

Other Expense, net

Other non-operating expense totaled $21.6 million for the first quarter of 2024 compared to $10.1 million for the first quarter of 2023. Due to fluctuations in the U.S. dollar against certain foreign currencies, we recognized a net foreign currency exchange loss of $17.4 million for the first quarter of 2024 compared to a net loss of $9.5 million for the first quarter of 2023. We recognized net costs of $5.9 million and net benefits $0.3 million associated with the non-service cost components of net periodic pension cost (benefit) for the three months ended March 31, 2024 and 2023, respectively. Net costs associated with the non-service cost components of net periodic pension cost (benefit) for the first quarter of 2024 includes pension settlement cost of $5.5 million to recognize unrealized losses previously reported as a component of other comprehensive income (loss) related to the benefit obligation of the Anixter Inc. Pension Plan as a result of the final settlement of the plan. Adjusted for this amount, other non-operating expense was $16.1 million for the first quarter of 2024.

Income Taxes

The provision for income taxes was $30.9 million for the first quarter of 2024 compared to $44.1 million for the corresponding quarter of the prior year, resulting in effective tax rates of 21.0% and 18.3%, respectively. The higher effective tax rate in the current quarter is due to lower discrete income tax benefits resulting from the exercise and vesting of stock-based awards as compared to the prior year period.

Net Income and Earnings per Share

Net income and earnings per diluted share attributable to common stockholders were $101.4 million and $1.95, respectively, for the first quarter of 2024 compared to $182.7 million and $3.48, respectively, for the first quarter of 2023. Adjusted for restructuring costs, digital transformation costs, excise taxes on excess pension plan assets, pension settlement cost, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $119.2 million and $2.30, respectively, for the three months ended March 31, 2024. Adjusted for merger-related and integration costs, digital transformation costs, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $196.9 million and $3.75, respectively, for the three months ended March 31, 2023.

Adjusted EBITDA

Adjusted EBITDA, a non-GAAP financial measure, was $340.4 million for the first quarter of 2024, compared to $420.7 million for the first quarter of 2023. Adjusted EBITDA decreased $80.3 million, or 19.1% year-over-year. The decrease primarily reflects the $171.9 million decrease in net sales and a $11.7 million increase in SG&A expenses, partially offset by a corresponding decrease in cost of goods sold of $101.3 million, as described above. Included in the increase in SG&A expenses are restructuring costs of $8.0 million, cloud computing arrangement amortization of $2.9 million, and excise taxes on excess pension plan assets of $4.8 million, partially offset by the lack of merger-related and integration costs in the first quarter of 2024 compared to $11.2 million in the first quarter of 2023, as well as a year-over-year decrease in digital transformation costs of $2.2 million.

Segment Results

The following is a discussion of the financial results of our operating segments comprising three strategic business units consisting of EES, CSS and UBS for the three months ended March 31, 2024. As further described below and in Note 15, “Business Segments” of our Notes to the unaudited Condensed Consolidated Financial Statements, the performance of our operating segments is based on net sales, adjusted EBITDA, and adjusted EBITDA margin percentage. Adjusted EBITDA and adjusted EBITDA margin percentage are non-GAAP financial measures.

Electrical & Electronic Solutions

(In millions)

EES reported net sales of $2,099.0 million for the first quarter of 2024 compared to $2,135.1 million for the first quarter of 2023, a decrease of $36.1 million, or 1.7%. Adjusting for the favorable impact from fluctuations in foreign exchange rates of 0.1%, EES organic sales for the first quarter of 2024 declined by 1.8%, reflecting volume declines of approximately 3%, primarily as a result of a decline in original equipment manufacturers, partially offset by continued momentum in industrial. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 1%.

EES reported adjusted EBITDA of $165.8 million for the first quarter of 2024, or 7.9% of net sales, compared to $183.0 million for the first quarter of 2023, or 8.6% of net sales. Adjusted EBITDA decreased $17.2 million, or 9.4% year-over-year. The decrease primarily reflects the decline in net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $10.6 million, which is inclusive of lower supplier volume rebates of approximately $8.2 million. SG&A expenses decreased $8.6 million as compared to the prior year, which was primarily attributed to a decrease in benefits of $5.4 million, decreased transportation costs of $1.2 million, driven by lower sales volume, decreased sales promotions of $1.0 million, and decreased bad debt expense of $1.1 million.

Communications & Security Solutions

(In millions)

CSS reported net sales of $1,670.1 million for the first quarter of 2024 compared to $1,732.0 million for the first quarter of 2023, a decrease of $61.9 million, or 3.6%. Adjusting for the favorable impact from fluctuations in foreign exchange rates of 0.1%, CSS organic sales for the first quarter of 2024 declined by 3.7%, reflecting volume declines of approximately 4%, primarily as a result of declines in security solutions and enterprise network infrastructure, partially offset by growth in data center solutions. Changes in price did not have a material impact on the year-over-year decline in CSS organic sales.

CSS reported adjusted EBITDA of $127.2 million for the first quarter of 2024, or 7.6% of net sales, compared to $155.5 million for the first quarter of 2023, or 9.0% of net sales. Adjusted EBITDA decreased $28.3 million, or 18.2% year-over-year. The decrease primarily reflects the decline in net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $31.1 million, which is inclusive of lower supplier volume rebates of approximately $2.3 million, and an increase in inventory adjustments of $5.6 million. SG&A expenses decreased $1.9 million as compared to the prior year, which was primarily attributed to decreased transportation costs of $3.7 million and decreased commissions and incentives of $1.1 million, driven by lower sales volume. These decreases were partially offset by higher costs to operate our facilities of $1.3 million, which includes an increase in rents and the opening of a new facility.

Utility & Broadband Solutions

(In millions)

UBS reported net sales of $1,580.9 million for the first quarter of 2024 compared to $1,654.8 million for the first quarter of 2023, a decrease of $73.9 million, or 4.5%. Adjusting for the favorable impact from fluctuations in foreign exchange rates of 0.1%, UBS organic sales for the first quarter of 2024 declined by 4.6%, reflecting volume declines of approximately 7%, primarily as a result of a decline in broadband, with a less significant decline in utility. The decline in volume was partially offset by the impact of changes in price, which favorably impacted organic sales by approximately 3%.

UBS reported adjusted EBITDA of $169.4 million for the first quarter of 2024, or 10.7% of net sales, compared to $187.7 million for the first quarter of 2023, or 11.3% of net sales. Adjusted EBITDA decreased $18.3 million, or 9.7% year-over-year. The decrease primarily reflects the decline in net sales, as described above, partially offset by a corresponding decrease in cost of goods sold of $59.6 million. SG&A expenses increased $4.0 million as compared to the prior year, which was primarily attributed to higher salaries of $5.2 million and higher costs to operate our facilities of $4.1 million. These increases were partially offset by a decrease in commissions and incentives of $2.5 million and a decrease in transportation costs of $1.1 million, driven by lower sales volumes.

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:

(In millions)

29

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

(In millions)

Note: Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of the Company's performance and its ability to meet debt service requirements. For the three months ended March 31, 2024, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, digital transformation costs, restructuring costs, cloud computing arrangement amortization, and excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan. For the three months ended March 31, 2023, Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization before other non-operating expenses (income), non-cash stock-based compensation expense, merger-related and integration costs, and digital transformation costs. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.

The following tables reconcile selling, general and administrative expenses, income from operations, other non-operating expense, provision for income taxes and earnings per diluted share to adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating expense, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:

(In millions)

(1) Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.

(2) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.

(3) Digital transformation costs include costs associated with certain digital transformation initiatives.

(4) Excise taxes on excess pension plan assets represent the excise taxes applicable to the excess pension plan assets following the final settlement of the Company's U.S. pension plan.

(5) Pension settlement cost represents expense related to the final settlement of the Company's U.S. pension plan.

(6) The adjustments to income from operations have been tax effected at a rate of approximately 27% for the three months ended March 31, 2024 and 2023.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

(In millions, except per share data)

Note: For the three months ended March 31, 2024, SG&A expenses, income from operations, other non-operating expense, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, pension settlement cost and excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan, and the related income tax effects. For the three months ended March 31, 2023, SG&A expenses, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related and integration costs, digital transformation costs, and the related income tax effect. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.

Liquidity and Capital Resources

Our liquidity needs generally arise from fluctuations in our working capital requirements, information technology investments, capital expenditures, acquisitions, the payment of dividends, and debt service obligations. As of March 31, 2024, we had approximately $1.7 billion in available borrowing capacity under our Revolving Credit Facility, after giving effect to outstanding letters of credit and certain borrowings under our international lines of credit, and $846.8 million of available borrowing capacity under our Receivables Facility, which combined with available cash of $678.8 million, provided liquidity of approximately $3.2 billion. Cash included in our determination of liquidity represents cash in certain deposit and interest-bearing investment accounts held in the United States and Canada. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions.

As described in Note 10, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements, on March 7, 2024, Wesco Distribution issued $900 million aggregate principal amount of 6.375% senior notes due 2029 (the “2029 Notes”) and $850 million aggregate principal amount of 6.625% senior notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “2029 and 2032 Notes”). We intend to use the net proceeds from the issuance of the 2029 and 2032 Notes to redeem all of our outstanding 7.125% senior notes due 2025 (the “2025 Notes”) on or after June 15, 2024 and for general corporate purposes. Prior to repaying the 2025 Notes, we used the net proceeds temporarily to repay a portion of the amounts outstanding under our Receivables Facility and repaid all of the outstanding borrowings under our Revolving Credit Facility. We intend to subsequently redraw under our Receivables Facility and Revolving Credit Facility in an aggregate amount sufficient to redeem the 2025 Notes.

We regularly review our mix of fixed versus variable rate debt, and we may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate and foreign exchange rate fluctuations, and to maintain a cost-effective capital structure consistent with our anticipated capital requirements. Economic conditions contributed to increases in interest rates during 2023, however, interest rates have remained stable in 2024. Further increases will raise the rates we pay on our variable rate debt and will contribute to higher interest expense versus prior periods.

As of March 31, 2024, approximately 87% of our debt portfolio consisted of fixed rate debt. As noted above, we used the net proceeds from our issuance of the 2029 and 2032 Notes to repay a portion of the amounts outstanding under our Receivables Facility and all of the outstanding borrowings under our Revolving Credit Facility, which are both variable rate facilities and we intend to subsequently redraw under our Receivables Facility and Revolving Credit Facility in an aggregate amount sufficient to redeem the 2025 Notes, which represents fixed rate debt. We believe our capital structure has an appropriate mix of fixed versus variable rate debt and secured versus unsecured instruments.

Over the next several quarters, we expect that our excess liquidity will be directed primarily at returning capital to shareholders through our existing share repurchase authorization, debt reduction, digital transformation initiatives, the payment of dividends, or potential acquisitions and related integration activities. We expect to maintain sufficient liquidity through our credit facilities and cash balances. We believe cash provided by operations and financing activities will be adequate to cover our operational and business needs for at least the next twelve months.

We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position. We were in compliance with all financial covenants and restrictions contained in our debt agreements as of March 31, 2024.

We also measure our ability to meet our debt obligations based on our financial leverage ratio, which was 2.6x as of March 31, 2024 and 2.8x as of December 31, 2023.

The following table sets forth our financial leverage ratio, which is a non-GAAP financial measure, for the periods presented:

(In millions of dollars, except ratio)

(1) Merger-related and integration costs include integration and professional fees associated with the integration of Wesco and Anixter, as well as advisory, legal, and separation costs associated with the merger between the two companies.

(2) Restructuring costs include severance costs incurred pursuant to an ongoing restructuring plan.

(3) Digital transformation costs include costs associated with certain digital transformation initiatives, which have historically been included in merger-related and integration costs in prior years.

(4) Excise taxes on excess pension plan assets represent the excise taxes applicable to the excess pension plan assets following the final settlement of the Company's U.S. pension plan.

(5) Cloud computing arrangement amortization consists of expense recognized in selling, general and administrative expenses for capitalized implementation costs for cloud computing arrangements to support our digital transformation initiatives.

(6) Debt is presented in the condensed consolidated balance sheets net of debt discount and debt issuance costs, and includes adjustments to record the long-term debt assumed in the merger with Anixter at its acquisition date fair value.

(7) Includes $1.4 million of cash and cash equivalents classified as held for sale, as disclosed in Note 5, “Assets and Liabilities Held for Sale”.

Note: Financial leverage ratio is a non-GAAP measure of the use of debt. Financial leverage ratio is calculated by dividing total debt, excluding debt discount, debt issuance costs and fair value adjustments, net of cash, by adjusted EBITDA. EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as the trailing twelve months EBITDA before other non-operating expenses (income), non-cash stock-based compensation expense, merger-related and integration costs, digital transformation costs, restructuring costs, cloud computing arrangement amortization, and excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan.

Most of the undistributed earnings of our foreign subsidiaries have been taxed in the U.S. under either the one-time tax imposed on the deemed repatriation of undistributed foreign earnings (the “transition tax”), or the global intangible low-taxed income (“GILTI”) tax regime imposed by the Tax Cuts and Jobs Act of 2017. The distribution of earnings by our foreign subsidiaries in the form of dividends, or otherwise, may be subject to additional taxation. We believe that we are able to maintain sufficient liquidity for our domestic operations and commitments without repatriating cash from our foreign subsidiaries. Therefore, we continue to assert that the remaining undistributed earnings of our foreign subsidiaries are indefinitely reinvested.

We finance our operating and investing needs primarily with borrowings under our Revolving Credit Facility and Receivables Facility, as well as uncommitted lines of credit entered into by certain of our foreign subsidiaries to support local operations, some of which are overdraft facilities. The Revolving Credit Facility has a borrowing limit of $1,725 million and the purchase limit under the Receivables Facility is $1,550 million. As of March 31, 2024, we had no balance outstanding on the Revolving Credit Facility and $638.0 million outstanding under the Receivables Facility. The maximum borrowing limits of our international lines of credit vary by facility and range between $0.6 million and $10.0 million. Our international lines of credit generally are renewable on an annual basis and certain facilities are fully and unconditionally guaranteed by Wesco Distribution. Accordingly, certain borrowings under these lines directly reduce availability under our Revolving Credit Facility. As of March 31, 2024, there was $8.2 million of borrowing capacity available under the international lines of credit that did not directly reduce availability under the Revolving Credit Facility. As of March 31, 2024, we had $0.8 million outstanding under our international lines of credit.

For information regarding amendments to the Receivables Facility and Revolving Credit Facility as well as disclosure of our debt instruments, including our outstanding indebtedness as of March 31, 2024, see Note 10, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements.

An analysis of cash flow for the first three months of 2024 and 2023 follows:

Operating Activities

Net cash provided by operating activities for the first three months of 2024 totaled $746.3 million, compared to $255.4 million of cash used in operating activities for the first three months of 2023. Net cash provided by operating activities for the first three months of 2024 included net income of $116.1 million and non-cash adjustments to net income totaling $70.1 million, which primarily consisted of depreciation and amortization of $45.5 million, stock-based compensation expense of $10.1 million, pension settlement cost of $5.5 million, amortization of debt discount and debt issuance costs of $4.1 million, and deferred income taxes of $5.2 million.

Other sources of cash in the first three months of 2024 included an increase in accounts payable of $620.9 million primarily due to the impact of a system conversion, the timing of inventory purchases, and a bank holiday at the end of the quarter that delayed payments, a decrease in other accounts receivable of $78.9 million, due primarily to the collection of supplier volume rebates earned in 2023 in excess of income accrued during the current period, partially offset by an increase in sales tax and value-added tax receivables, and an increase in other current and noncurrent liabilities of $75.0 million, due to increases in accrued interest payable and deferred revenue, partially offset by a decrease in federal taxes payable. Net operating cash flow was also positively impacted by $5.5 million from a decrease in inventories. Primary uses of cash in the first three months of 2024 included an increase in trade accounts receivable of $116.1 million due to the timing of receipts from customers, an increase in other current and noncurrent assets of $60.1 million primarily due to excess pension plan assets, an increase in supplier prepayments, as well as capitalized costs associated with developing cloud computing arrangements to support our digital transformation initiatives, and a decrease in accrued payroll and benefit costs of $44.0 million resulting primarily from the payment of management incentive compensation earned in 2023, as well as a decrease in accrued sales incentives, partially offset by the accrual of management incentive compensation earned in the current year.

Net cash used in operating activities for the first three months of 2023 totaled $255.4 million, which included net income of $197.2 million and non-cash adjustments to net income totaling $71.6 million, which primarily consisted of depreciation and amortization of $44.4 million, stock-based compensation expense of $11.7 million, deferred income taxes of $11.6 million, and amortization of debt discount and debt issuance costs of $3.6 million.

Other sources of cash in the first three months of 2023 included a decrease in other accounts receivable of $91.5 million due primarily to the collection of supplier volume rebates earned in 2022 in excess of income accrued during the first three months of 2023. Primary uses of cash in the first three months of 2023 included an increase in inventories of $223.8 million as shipments from suppliers have accelerated due to an improving supply chain, a decrease in accrued payroll and benefit costs of $149.6 million resulting primarily from the payment of management incentive compensation earned in 2022, an increase in trade accounts receivable of $133.5 million, and a decrease in accounts payable of $86.5 million due to the timing of receipts from customers and payments to suppliers, respectively, and an increase in other current and noncurrent assets of $25.2 million primarily due to an increase in capitalized costs associated with developing cloud computing arrangements to support our digital transformation initiatives.

Investing Activities

Net cash used in investing activities for the first three months of 2024 was $16.5 million compared to $12.6 million during the first three months of 2023. Included in the first three months of 2024 were capital expenditures of $20.4 million compared to $13.9 million for the three month period ended March 31, 2023. Capital expenditures in the first three months of 2024 primarily consisted of internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as equipment and capital leases and leasehold improvements to support our global network of branches, warehouses and sales offices.

Financing Activities

Net cash used in financing activities for the first three months of 2024 was $254.5 million, compared to $88.6 million of net cash provided by financing activities during the first three months of 2023. During the first three months of 2024, financing activities primarily consisted of proceeds of $900.0 million and $850.0 million related to the issuance of the 2029 Notes and 2032 Notes, respectively, net repayments of $953.0 million related to our Revolving Credit Facility, net repayments of $912.0 million related to our Receivables Facility, and payment of total debt issuance costs of $26.6 million related to the issuance of the 2029 and 2032 Notes and amendments to the Revolving Credit Facility and Receivables Facility. The first three months of 2024 also included $50.0 million of common stock repurchases, $25.2 million of payments for taxes related to the exercise and vesting of stock-based awards, and $20.9 million and $14.4 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively.

During the first three months of 2023, financing activities primarily consisted of net borrowings of $166.6 million related to our Revolving Credit Facility, net borrowings of $78.0 million related to our Receivables Facility, and the repayment of our $58.6 million aggregate principal amount of 5.50% Anixter Senior Notes due 2023. The first three months of 2023 also included $19.2 million and $14.4 million of dividends paid to holders of our common stock and Series A Preferred Stock, respectively, $51.6 million of payments for taxes related to the exercise and vesting of stock-based awards, and net repayments on our various international lines of credit of approximately $4.8 million.

Contractual Cash Obligations and Other Commercial Commitments

There were no material changes in our contractual obligations and other commercial commitments that would require an update to the disclosure provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Seasonality

Our operating results are not significantly affected by seasonal factors. Sales during the first and fourth quarters have historically been affected by a reduced level of activity due to the impact of weather on projects. Sales typically increase beginning in March, with slight fluctuations per month through October. During periods of economic expansion or contraction, our sales by quarter have varied significantly from this pattern.

Critical Accounting Estimates

There have been no significant changes to the critical accounting estimates disclosed in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Standards

See Note 2, “Accounting Policies” of our Notes to the unaudited Condensed Consolidated Financial Statements for a description of recently adopted and recently issued accounting standards.

Forward-Looking Statements

All statements made herein that are not historical facts should be considered as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding business strategy, growth strategy, competitive strengths, productivity and profitability enhancement, competition, new product and service introductions, and liquidity and capital resources. Such statements can generally be identified by the use of words such as “anticipate,” “plan,” “believe,” “estimate,” “intend,” “expect,” “project,” and similar words, phrases or expressions or future or conditional verbs such as “could,” “may,” “should,” “will,” and “would,” although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations and beliefs of Wesco's management, as well as assumptions made by, and information currently available to, Wesco's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of Wesco's and Wesco's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements.

Important factors that could cause actual results or events to differ materially from those presented or implied in the forward-looking statements include, among others, the failure to achieve the anticipated benefits of, and other risks associated with, acquisitions, joint ventures, divestitures and other corporate transactions; the inability to successfully integrate acquired businesses; the impact of increased interest rates or borrowing costs; fluctuations in currency exchange rates; failure to adequately protect Wesco's intellectual property or successfully defend against infringement claims; the inability to successfully deploy new technologies, digital products and information systems or to otherwise adapt to emerging technologies in the marketplace, such as those incorporating artificial intelligence; failure to execute on our efforts and programs related to environmental, social and governance (ESG) matters; unanticipated expenditures or other adverse developments related to compliance with new or stricter government policies, laws or regulations, including those relating to data privacy, sustainability and environmental protection; the inability to successfully develop, manage or implement new technology initiatives or business strategies, including with respect to the expansion of e-commerce capabilities and other digital solutions and digitalization initiatives; disruption of information technology systems or operations; natural disasters (including as a result of climate change), health epidemics, pandemics and other outbreaks; supply chain disruptions; geopolitical issues, including the impact of the evolving conflicts in the Middle East and Russia/Ukraine; the impact of sanctions imposed on, or other actions taken by the U.S. or other countries against, Russia or China; the failure to manage the increased risks and impacts of cyber incidents or data breaches; and exacerbation of key materials shortages, inflationary cost pressures, material cost increases, demand volatility, and logistics and capacity constraints, any of which may have a material adverse effect on the Company's business, results of operations and financial condition. All such factors are difficult to predict and are beyond the Company's control. Additional factors that could cause results to differ materially from those described above can be found in Wesco's most recent Annual Report on Form 10-K and other periodic reports filed with the U.S. Securities and Exchange Commission.

For a discussion of changes to the market risks that were previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, refer to Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and to Part II, Item 1A, “Risk Factors”.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period covered by this report.

There were no changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The following is an additional risk factor to those previously disclosed in Item 1A. to Part 1 of Wesco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Divestitures are subject to various risks and uncertainties.

On February 23, 2024 we announced the divestiture of our Wesco Integrated Supply business, and the transaction closed on April 1, 2024. Divestitures involve risks and uncertainties, such as the separation of assets that are being sold, employee distraction, potential disruptions to customer and vendor relationships, and tax obligations or loss of tax benefits. If we are unable to successfully transition divested businesses, our business and financial results could be negatively impacted. After we divest a business, we may retain exposure on financial or performance guarantees and other contractual, employment, or severance obligations, and potential liabilities that may arise under law because of the disposition or the subsequent failure of an acquirer. Purchase price adjustments could be unfavorable and other future proceeds owed to us as part of these transactions could be lower than we expect. In addition, the divestiture of any business could negatively impact our profitability, resulting in the loss of sales or income, or a decrease in cash flows.