SEC Form 11-K filed by WESCO International Inc.

6/17/25 4:32:39 PM ET

Telecommunications Equipment

Consumer Discretionary

Get the next $WCC alert in real time by email

11-K 1 wcc-2024form11k.htm 11-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)


þ						ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the fiscal year ended December 31, 2024


o						TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the transition period from to

Commission file number 1-14989

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WESCO International, Inc.

225 West Station Square Drive

Suite 700

Pittsburgh, Pennsylvania 15219-1122

Table of Contents


I. FINANCIAL STATEMENTS
			Page

Report of Independent Registered Public Accounting Firm			1

Financial Statements:

Statements of Net Assets Available for Benefits as of December 31, 202 4 and 202 3			2

Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 202 4 and 202 3			3

Notes to Financial Statements			4

Supplemental Schedules:

Schedule H (Form 5500), line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2024*			13



Signatures			14

* Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

II. EXHIBITS

Exhibit 23 – Consent of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To Plan Participants and Benefits Fiduciary Committee

WESCO Distribution, Inc. Retirement Savings Plan

Pittsburgh, Pennsylvania

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the WESCO Distribution, Inc. Retirement Savings Plan (the “Plan”) as of December 31, 2024 and 2023, the related statements of changes in net assets available for benefits for the years ended December 31, 2024 and 2023, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements 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 Plan 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2024, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, P.C.

We have served as the Plan’s auditor since 2014.

Troy, Michigan

June 17, 2025


WESCO Distribution, Inc.
Retirement Savings Plan
Statements of Net Assets Available for Benefits


	As of
	December 31,
	2024		2023
Investments
Investments at fair value (Notes 2 and 4)	$	1,796,948,887	$	1,592,223,309
Investment at contract value (Note 5)	92,795,035		100,466,763
Total investments	1,889,743,922		1,692,690,072
Receivables
Employer contributions (Note 1)	3,084,727		3,858,145
Notes receivable from participants (Note 6)	22,600,711		19,422,893
Total receivables	25,685,438		23,281,038
Net assets available for benefits	$	1,915,429,360	$	1,715,971,110

The accompanying notes are an integral part of these financial statements.


WESCO Distribution, Inc.
Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits


	Year Ended
	December 31,
	2024		2023
Additions
Employee contributions	$	99,723,931	$	102,174,001
Employee rollovers (Note 1)	14,569,465		28,201,035
Employer contributions	51,547,700		56,043,394
Net appreciation in fair value of investments	233,163,157		227,867,987
Interest income on notes receivable from participants (Note 6)	1,560,743		1,084,982
Dividends and other income	16,461,650		40,405,761
Total additions	417,026,646		455,777,160

Deductions

Distributions to participants	202,528,600		163,748,757
Administrative expenses	1,265,618		856,875
Total deductions	203,794,218		164,605,632
Net increase in net assets available for benefits before transfers	213,232,428		291,171,528

Transfers
Net transfers out of plan (Note 1)	(13,774,178)		—
Net increase in net assets available for benefits after transfers	199,458,250		291,171,528

Net assets available for benefits
Beginning of year	1,715,971,110		1,424,799,582
End of year	$	1,915,429,360	$	1,715,971,110

The accompanying notes are an integral part of these financial statements.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

1.Description of Plan

General

The WESCO Distribution, Inc. Retirement Savings Plan (the “Plan”) was established as of February 28, 1994 (the “date of inception”). At the date of inception, certain employees of the predecessor company became employees of WESCO Distribution, Inc. (the “Company” or the “Plan Sponsor”) and participants in the Plan, and all funds held by the prior plans of the predecessor company were transferred to the Plan. The Plan is administered by the Benefits Fiduciary Committee (the “Plan Administrator”). The Plan Administrator is responsible for directing the Plan's administrative activities and oversees the selection of funds available to participants of the Plan for investment and reinvestment of the assets in the Plan's trust.

The Plan is a participant-directed defined contribution plan covering certain employees of the Company and former employees with a fund balance of at least $5,000 who elected to maintain their funds in the Plan. Former employees cannot make contributions to the Plan.

Participation for eligible employees, as defined in the plan document, requires an employee to be scheduled to work at least 1,000 hours per year and requires an employee to be paid through the Plan Sponsor's payroll system.

Trustee

The trustee and recordkeeper of the Plan is Fidelity Management Trust Company (“Fidelity”).

Amendments to the Plan

Effective January 1, 2023, the Plan was amended to recognize prior service for employees of Rahi Systems Holdings, Inc. (“Rahi”), a wholly-owned subsidiary of the Plan Sponsor, and to allow rollover contributions from all inactive participants. The amount of such contributions from inactive participants in 2023 was not material.

On February 22, 2024, the Plan Sponsor entered into a definitive agreement to sell 100% of the equity interests of its Wesco Integrated Supply (“WIS”) business. On April 1, 2024, the Plan Sponsor completed this sale. On June 3, 2024, all plan assets of participants employed by the WIS business totaling $33.5 million, inclusive of notes receivable from participants of $0.5 million, were transferred out of the Plan.

Effective December 31, 2024, the Rahi Systems 401(k) Plan (“Rahi Plan”) merged into the Plan. The net assets of the Rahi Plan totaling $19.7 million, inclusive of notes receivable from participants of $0.2 million, were transferred into the Plan on December 31, 2024.

Contributions

The Plan is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For 2024, the Plan permitted participants to make both tax deferred and Roth contributions up to the lesser of 75% of their eligible compensation or $23,000. For 2023, the Plan permitted participants to make both tax deferred and Roth contributions up to the lesser of 75% of their eligible compensation or $22,500. Participant contributions are recorded when they are withheld from the participant's wages.

Participants who have attained age 50 before the close of the plan year are eligible to make catch-up contributions in addition to pre-tax contributions. A catch-up contribution is a pre-tax contribution that exceeds the annual deferral limit. For 2024 and 2023, a participant's total catch-up contribution could not exceed $7,500. The catch-up contribution limits are determined by the Internal Revenue Service (“IRS”) and then indexed for inflation. In addition to cash, in-kind contributions are permitted, which may consist of stocks, bonds, property or other securities.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

The Company matches contributions made by employees into the Plan at 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. The Company performs a true-up calculation at the end of each plan year so that the full employer matching contribution is made for all participants of the Plan. Any necessary additional matching contribution is made in the subsequent year. The true-up contributions for the years ended December 31, 2024 and 2023 were approximately $3.1 million and $3.9 million, respectively, and are recorded as employer contributions receivable in the accompanying Statements of Net Assets Available for Benefits.

Participants may rollover into the Plan amounts representing distributions from other qualified retirement plans, an individual retirement account or an annuity. For the years ended December 31, 2024 and 2023, the Plan accepted employee rollover contributions of approximately $14.6 million and $28.2 million, respectively. Of the $28.2 million employee rollover contributions for the year ended December 31, 2023, approximately $17.2 million relates to employee rollovers from the Anixter Inc. Pension Plan, which has been terminated.

In 2024, excess plan assets of $8.9 million from the termination of the Anixter Inc. Pension Plan were transferred to the Plan as a transfer to a qualified replacement plan. The transfer was used to fund certain of the Company’s matching contributions to the Plan during 2024 and is included in employer contributions in the accompanying Statement of Changes in Net Assets Available for Benefits.

The Plan includes a negative enrollment policy. Under this policy, if an individual does not submit an automatic enrollment waiver or elect a deferral rate, the employee will be automatically enrolled in the Plan at a 3% deferral rate with the ability to opt-out.

Under the Plan's annual increase program, participant contributions automatically increase at a rate of 1% annually each April 1 until the deferral rate equals 7%. Participants may opt-out of automatic annual increases, elect to continue automatic deferral rate increases after reaching the maximum deferral rate, or elect automatic increases at a different rate, up to a maximum of 3%.

Vesting

Participants are fully vested in the value of their contributions and related investment income at all times. Participants hired prior to January 1, 2022 vest in their allocated share of employer matching and discretionary contributions at 0% for less than one year of service, 25% for one year of service, and 100% for two or more years of service. Participants hired on or after January 1, 2022 vest in their allocated share of employer matching contributions at 0% for less than two years of service and 100% for two or more years of service.

Distributions

A participant may not withdraw any amount from their vested account balance unless they are age 59½, retire, become deceased or disabled, terminate employment, or experience financial hardship. A participant with at least five years of continuous service may withdraw matching contributions and earnings on matching contributions.

Under present IRS rules, a “hardship” means an immediate and heavy need to draw on financial resources to meet obligations related to health, education, housing, or death of a family member.

Upon termination of service, distributions of a participant's vested account balance are made as either a single lump-sum payment, substantially equal monthly, quarterly, semi-annual or annual installments, or a transfer to the trustee or custodian of another eligible retirement plan.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

Forfeitures

Employer contributions forfeited by participants not vested at their termination date are used to reinstate previously forfeited account balances of former participants who have returned to the Company, reduce employer contributions in accordance with the Plan's provisions, pay Plan expenses or are allocated to participants' accounts. Total forfeitures that reduced employer contributions in 2024 and 2023 were approximately $3.9 million and $1.3 million, respectively. As of December 31, 2024 and 2023, a balance of approximately $0.8 million and $1.0 million, respectively, was available to reinstate previously forfeited account balances, reduce employer contributions, pay Plan expenses or allocate to participants' accounts.

Participant Accounts

An account is maintained for each participant, which is credited with the participant's and the employer's matching contributions, an allocation of employer's discretionary contributions, and plan earnings and charged with benefit payments and an allocation of plan losses and administrative expenses. Allocations are based on participant contributions or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance.

Notes Receivable from Participants

Participants are permitted to borrow against a portion of their vested account balance, pursuant to nondiscriminatory rules established by the Plan Administrator, up to a maximum of the lesser of $50,000 or 50% of their vested account balance. Each loan is to be repaid over a period not to exceed five years, unless the loan is for the purchase of a participant's primary residence or the participant is absent due to military leave, in which case the Plan may allow for a longer repayment term. A participant may have only one loan outstanding at a time, may not refinance an existing loan, or apply for an additional loan for the purpose of paying off an existing loan. Refer to Note 6, "Notes Receivable From Participants" for additional information regarding notes receivable from participants.

Plan Termination

Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan terminates, participants will become 100% vested in their accounts, and all vested assets shall be distributed to the participants in accordance with the terms of the Plan, or in such other manner, not inconsistent with the requirements of any applicable law or regulation, as the Company may in its sole discretion determine.

2.Summary of Significant Accounting Policies

Accounting Principles

The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America. The Plan's significant accounting policies are described below.

Basis of Accounting

The financial statements of the Plan are maintained on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions. These estimates may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

Investment Valuation and Income Recognition

Investments held by the Plan are reported at fair value, except for the fully benefit-responsive contract associated with the Stable Value Fund, which is reported at contract value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the respective measurement date.

The Plan has adopted a framework for measuring fair value that prioritizes the inputs to valuation techniques. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The three levels of inputs that may be used to measure fair value are as follows:

•Level 1 - Observable inputs such as quoted prices in active markets for identical investments the Plan has the ability to access.

•Level 2 - Inputs include:

•Quoted prices for similar assets or liabilities in active markets;

•Quoted prices for identical or similar assets or liabilities in inactive markets;

•Inputs, other than quoted prices in active markets, that are observable either directly or indirectly, and

•Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

•Level 3 - Unobservable inputs in which there is little or no market activity for the asset or liability, which requires the Plan to develop its own estimates and assumptions relating to the pricing of the asset or liability, including assumptions regarding risk.

The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Investments for which fair value is measured using the net asset value (“NAV”) per share (or its equivalent) practical expedient are not classified in the fair value hierarchy.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2024 and 2023.

•Self-directed accounts consist of cash and cash equivalents, common stocks and mutual funds. Cash and cash equivalents are valued at cost plus accrued interest, which approximates fair value. Common stocks are valued at the closing price reported on the active market on which the individual securities are traded. Mutual funds are valued at the daily NAV as reported by the fund. The mutual funds held by the Plan are deemed to be actively traded.

•The Wesco Stock Fund consists of shares of WESCO International, Inc. common stock (“Wesco common stock”) and fractional shares resulting from normal trading activity that are invested in a short-term cash fund. Wesco common stock is valued at the quoted closing market price from a national securities exchange and the short-term cash investment is valued at cost, which approximates fair value.

•Shares of registered investment companies (mutual funds) and money market funds are valued at the NAV of shares held by the Plan as of December 31, 2024 and 2023.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

•Collective investment trust funds are valued at the NAV of units of each collective trust. These funds include the Loomis Sayles Large Cap Growth Trust Class C fund, various Capital Group target date retirement funds, the Spartan 500 Index Pool Class C fund, the Spartan Mid Cap Index Pool Class C fund, the Spartan Small Cap Index Pool Class C fund, and the Spartan Total International Index Pool Class C fund. The NAV, as provided by the trustees of each collective trust fund, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by each fund less its liabilities. The Plan has the ability to redeem its investment in these funds at their NAV per unit. Participants are permitted to make redemptions from these funds on a daily basis and there is no redemption notice period for participant transactions. There were no unfunded commitments as of December 31, 2024. These are direct filing entities.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its 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 as of the Plan's reporting date.

Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis.

Net Appreciation in Fair Value of Investments

The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation in the fair value of its investments, consisting of realized gains (losses) and unrealized gains (losses) in the registered investment companies, the collective trust funds, the Wesco Stock Fund and self-directed accounts.

Risks and Uncertainties

The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the near-term could materially affect (i) participants' account balances, and (ii) the amounts reported in the (a) Statements of Net Assets Available for Benefits and (b) the Statements of Changes in Net Assets Available for Benefits.

Payment of Benefits

Benefits are recorded when paid.

Expenses

Administrative expenses incurred by the Plan during the years ended December 31, 2024 and 2023 were charged to and paid from Plan assets. The Plan permits the application of forfeited assets to pay administrative expenses. Prior to October 23, 2023, under the Plan’s recordkeeping services agreement, when recordkeeping revenue received in connection with plan services (revenue credits) exceeded agreed-upon revenue sharing, the recordkeeper allocated amounts equal to such excess revenue to the accounts of eligible participants on a quarterly basis. Subsequent to October 23, 2023, the Plan Administrator eliminated revenue sharing and began utilizing the lowest gross expense ratio options for Plan investments.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

Recently Issued Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU No. 2022-03 also introduces new disclosure requirements for equity securities subject to contractual sales restrictions. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. Management evaluated the impact that the adoption of this accounting standard would have on the Plan and determined that the accounting standard and new disclosure requirements are not applicable to the Plan's financial statements and notes thereto.

Other accounting pronouncements recently issued by the FASB or other applicable authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Plan's financial statements and accompanying notes.

3.Tax Status

Effective May 4, 2022, the Plan Sponsor adopted a pre-approved plan provided by Fidelity. Fidelity obtained a letter dated June 30, 2020, in which the IRS stated its opinion that the form of the Fidelity pre-approved plan is acceptable under Section 401 of the Internal Revenue Code (“IRC”) for use by employers for the benefit of their employees. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is still qualified. Accordingly, no provision for income taxes has been included in the Plan's financial statements.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by a taxing authority. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

4.Investments

The Plan's investments measured at fair value on a recurring basis within the fair value hierarchy level, as described in Note 2, "Summary of Significant Accounting Policies", were as follows:


	December 31, 2024
	Level 1		Level 2		Level 3		Total

Shares of registered investment companies	$	198,696,818	$	—	$	—	$	198,696,818
Wesco Stock Fund	11,417,041		—		—		11,417,041
Self-directed accounts	35,737,562		—		—		35,737,562
Money market funds	33,756,683		—		—		33,756,683
Total assets in the fair value hierarchy	279,608,104		—		—		279,608,104

Investments measured at NAV per share practical expedient(1)	—		—		—		1,517,340,783
Investments at fair value	$	279,608,104	$	—	$	—	$	1,796,948,887

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements


	December 31, 2023
	Level 1		Level 2		Level 3		Total

Shares of registered investment companies	$	1,301,267,804	$	—	$	—	$	1,301,267,804
Wesco Stock Fund	13,603,541		—		—		13,603,541
Self-directed accounts	27,101,978		—		—		27,101,978
Money market funds	32,703,816		—		—		32,703,816
Total assets in the fair value hierarchy	1,374,677,139		—		—		1,374,677,139

Investments measured at NAV per share practical expedient(2)	—		—		—		217,546,170
Investments at fair value	$	1,374,677,139	$	—	$	—	$	1,592,223,309

(1) These investments are comprised of various collective investment trust funds, which are measured at fair value using the NAV per share as a practical expedient, and therefore have not been classified in the fair value hierarchy as of December 31, 2024. These funds include the Loomis Sayles Large Cap Growth Trust Class C fund, various Capital Group target date retirement funds, the Spartan 500 Index Pool Class C fund, the Spartan Mid Cap Index Pool Class C fund, the Spartan Small Cap Index Pool Class C fund, and the Spartan Total International Index Pool Class C fund. The fair value of these funds is presented in the table above to permit reconciliation of the fair value hierarchy to the Statements of Net Assets Available for Benefits.

(2) The Loomis Sayles Large Cap Growth Trust Class C fund is a collective investment trust, which is measured at fair value using the NAV per share as a practical expedient, and therefore has not been classified in the fair value hierarchy as of December 31, 2023. The fair value of this fund is presented in the table above to permit reconciliation of the fair value hierarchy to the Statements of Net Assets Available for Benefits.

5.The Stable Value Fund

The Plan offers a Stable Value Fund investment option to participants. The Lincoln Stable Value Fund is a fixed annuity contract issued by an insurance company that provides a guarantee of principal and interest backed by a general account of the issuing company. The general account consists of all the assets of the insurance company, including fixed income, equities, real estate, cash and others.

The issuing insurance company is contractually obligated to repay principal and interest at a specified rate to the Plan. There are no reserves against contract value for credit risk of the contract issuer or otherwise. Participants invested in the Stable Value Fund have a beneficial interest in the fixed annuity contract. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

Except for premature termination of the contract by the Plan or plan termination, the insurance company may not cause the contract to be terminated at an amount other than contract value. The Plan Sponsor has not expressed any intention to take either of these actions.

The Lincoln Stable Value Fund is deemed to qualify as a fully benefit-responsive investment contract; therefore, contract value is the relevant measurement attribute.

6.Notes Receivable From Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recognized on the accrual basis. Fees are recorded as administrative expenses and are recognized when they are incurred.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

The interest rate applied to participant loans is established each month by the Plan Administrator at 1% above the prime interest rate. Principal and interest payments are generally made through monthly payroll deductions and are credited to the participant's individual account.

Loans of approximately $14.5 million and $11.1 million were made from the Plan and loan principal repayments of approximately $10.9 million and $9.9 million were received by the Plan during the years ended December 31, 2024 and 2023, respectively. Interest on promissory notes of approximately $1.6 million and $1.1 million was earned by the Plan for the years ended December 31, 2024 and 2023, respectively.

7.Related Party and Party-In-Interest Transactions

The Plan invests in certain mutual funds that are managed by Fidelity, the Plan's trustee. Transactions involving Fidelity funds qualify as party-in-interest.

WESCO International, Inc. owns 100% of WESCO Distribution, Inc, the Plan Sponsor. The Plan held shares of the Wesco Stock Fund, which holds shares of common stock of WESCO International, Inc as of December 31, 2024 and 2023. Therefore, transactions with this investment qualify as party-in-interest.

Disbursements from the Wesco Stock Fund were approximately $1.4 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively. Transfers out of the Wesco Stock Fund were approximately $1.3 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively.

8.Contingencies

From time to time, lawsuits or claims have been or may be asserted against the Plan. The outcome of any litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to the Plan. However, the Plan Administrator does not believe that the ultimate outcome of any such pending matters is likely to have a material adverse effect on the Plan's net assets available for benefits, although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on the Plan's net assets available for benefits for that period.

On March 26, 2021, an ERISA class action complaint was filed in U.S. District Court for the Western District of Pennsylvania (the “Court”) against WESCO Distribution, Inc., the Plan Administrator, and John and Jane Does 1-30 (collectively, the “Defendants”) alleging breach of fiduciary duties to participants of the Plan regarding the administrative fees being paid under the Plan. The alleged class includes participants from March 26, 2015 forward. The complaint sought injunctive relief and recovery of alleged damages. The Company denied the allegations and placed its insurance carrier on notice of the complaint.

In April 2022, the Court granted the Defendants' Motion to Dismiss the class action complaint against WESCO Distribution, Inc. and granted the Plaintiffs a leave to amend the complaint. The Plaintiffs filed a second amended complaint to which the Defendants filed a Motion to Dismiss in May 2022. In August 2022, the Court dismissed with prejudice the Plaintiffs' second amended complaint and the plaintiffs filed a Notice of Appeal with the Third Circuit Court of Appeals (the “Third Circuit”), where the case was argued before the Court in April 2023. In May 2024, the Third Circuit reversed the Court's decision and concluded that the case should be remanded to the Court to allow for the parties to engage in written and oral discovery.

While the Defendants continue to deny all allegations, to avoid protracted litigation, they have agreed to a settlement of $2.3 million in connection with the ERISA class action complaint. In November 2024, a settlement in principle was reached at mediation, and the settlement agreement was signed on January 23, 2025, which is still pending final court approval.

WESCO Distribution, Inc.

Retirement Savings Plan

Notes to Financial Statements

9.Subsequent Events

The Plan Sponsor evaluated subsequent events for recognition or disclosure in these financial statements through June 17, 2025, the day these financial statements were available to be issued, and determined there were no subsequent events that would require recognition in these financial statements or disclosure in the notes thereto.

WESCO Distribution, Inc.

Retirement Savings Plan

Schedule H (Form 5500), line 4(i) - Schedule of Assets (Held at End of Year)

As of December 31, 2024

EIN 25-1723345, Plan Number 001

(a)

(b)

(c)

(d)

(e)

Description of Investment

Identity of Issue,

Including Maturity Date,

Borrower, Lessor or

Rate of Interest, Collateral,

Current

Similar Party

Par, or Maturity Value

Cost (1)

Value

GABELLI

Gabelli U.S. Treasury Money Market Fund Class AAA

33,756,683

BARON FUNDS

Baron Small Cap Fund Class R-6

19,654,846

COHEN & STEERS

Cohen & Steers Global Realty Shares, Inc. Class Z

2,885,022

FIDELITY

Fidelity Inflation-Protected Bond Index Fund

2,435,122

FIDELITY

Fidelity U.S. Bond Index Fund

11,924,251

HARTFORD FUNDS

Hartford International Opportunities Fund Class R6

51,966,812

MFS FAMILY OF FUNDS

MFS Value Fund (Class R6)

40,414,452

NATIXIS FUNDS

Loomis Sayles Investment Grade Bond Fund Class N

51,160,347

PIMCO

PIMCO High Yield Fund Institutional Class

3,004,202

UNDISCOVERED MANAGERS

Undiscovered Managers Behavioral Value Fund Class R6

12,797,655

VANGUARD

Total International Bond Index Fund Admiral

2,454,109

Registered Investment Companies Total

198,696,818

WESCO INTERNATIONAL, INC.

Wesco Stock Fund

11,417,041

FIDELITY

Cash and Cash Equivalents

4,819,244

Various

Common Stock

12,878,376

Various

Mutual Funds

18,039,942

Self-Directed Accounts Total

35,737,562

LOOMIS SAYLES

Loomis Sayles Large Cap Growth Trust Class C

266,486,339

CAPITALGROUP

Capital Group 2010 Target Date Retirement Trust SM Class TD3

7,121,453

CAPITALGROUP

Capital Group 2015 Target Date Retirement Trust SM Class TD3

7,917,139

CAPITALGROUP

Capital Group 2020 Target Date Retirement Trust SM Class TD3

38,481,155

CAPITALGROUP

Capital Group 2025 Target Date Retirement Trust SM Class TD3

93,420,615

CAPITALGROUP

Capital Group 2030 Target Date Retirement Trust SM Class TD3

193,064,639

CAPITALGROUP

Capital Group 2035 Target Date Retirement Trust SM Class TD3

149,862,458

CAPITALGROUP

Capital Group 2040 Target Date Retirement Trust SM Class TD3

149,065,505

CAPITALGROUP

Capital Group 2045 Target Date Retirement Trust SM Class TD3

101,994,064

CAPITALGROUP

Capital Group 2050 Target Date Retirement Trust SM Class TD3

75,014,750

CAPITALGROUP

Capital Group 2055 Target Date Retirement Trust SM Class TD3

58,301,770

CAPITALGROUP

Capital Group 2060 Target Date Retirement Trust SM Class TD3

26,560,108

CAPITALGROUP

Capital Group 2065 Target Date Retirement Trust SM Class TD3

10,168,715

SPARTAN

Spartan 500 Index Pool Class C

173,120,415

SPARTAN

Spartan Mid Cap Index Pool Class C

125,728,883

SPARTAN

Spartan Small Cap Index Pool Class C

18,451,282

SPARTAN

Spartan Total International Index Pool Class C

22,581,493

Collective Investment Trust Fund Total

1,517,340,783

Stable Value Fund (Lincoln)

Fully Benefit-Responsive Investment Contract

92,795,035

Participant Loans

3.25% - 10.50% with maturity dates through 2030

22,600,711

Total Investments

1,912,344,633

(1)

Cost for participant directed investments is not required and therefore omitted.

Denotes a party-in-interest to the Plan.

All investments are stated at fair value as of December 31, 2024 with the exception of the Stable Value Fund (Lincoln), which is stated at contract value.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employees benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


WESCO Distribution, Inc.
Retirement Savings Plan
(Name of Plan)


By:	/s/ Matthew S. Kulasa	June 17, 2025
	Matthew S. Kulasa	(Date)
	Senior Vice President, Corporate Controller and Chief Accounting Officer
	(Member of the Plan's Benefits Fiduciary Committee)

EXHIBITS

The following exhibit is filed or incorporated as part of this report:


Exhibit
Number						Description
23						Consent of BDO USA, P.C. (filed herewith)

Get the next $WCC alert in real time by email

Date	Price Target	Rating	Analyst
10/16/2024	$522.00 → $550.00	Neutral → Outperform	Robert W. Baird
5/29/2024	$200.00 → $195.00	Outperform → Neutral	Robert W. Baird
2/13/2024	$202.00 → $173.00	Outperform → Sector Perform	RBC Capital Mkts
10/6/2023	$180.00	Neutral → Overweight	JP Morgan
5/5/2023	$180.00	Neutral → Outperform	Robert W. Baird
10/17/2022	$148.00 → $150.00	Hold → Buy	Jefferies
2/16/2022	$160.00 → $170.00	Buy	Loop Capital
11/5/2021	$145.00 → $165.00	Strong Buy	Raymond James

SEC Form 11-K filed by WESCO International Inc.

Chat with this insight

Recent Analyst Ratings for
$WCC

$WCC
SEC Filings