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SEC Comment Letter 0000000000-23-006801 to WESCO INTERNATIONAL INC (WCC)

WESCO INTERNATIONAL INC
Date: June 26, 2023 · CIK: 0000929008 · Accession: 0000000000-23-006801

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File numbers found in text: 001-14989

Date
June 26, 2023
Author
Not clearly detected
Form
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Company
WESCO INTERNATIONAL INC

Letter

United States securities and exchange commission logo June 26, 2023 David S. Schulz Chief Financial Officer WESCO International, Inc. 225 West Station Square Drive Suite 700 Pittsburgh, PA 15219 Re:WESCO International, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 File No. 001-14989 Filed February 21, 2023 Dear David S. Schulz: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2022 Management's Discussion and Analysis Results of Operations, page 27 1.For expenses allocated to reportable segments, please revise to discuss and analyze expenses by segment. 2.Please explain to us and revise to disclose what "workday impact" represents and what "value-driven pricing" means. 3.Please revise to quantify factors to which changes are attributed. For example, you state the increase in net sales primarily reflects price inflation and volume growth. Refer to Item 303(b)(2)(iii) of Regulation S-K.

FirstName LastNameDavid S. Schulz Comapany NameWESCO International, Inc. June 26, 2023 Page 2 FirstName LastNameDavid S. Schulz WESCO International, Inc. June 26, 2023 Page 2 Consolidated Statements of Stockholders' Equity, page 49 4.Please revise to include a column for total stockholders' equity. Note 2. Accounting Policies Revenue Recognition, page 51 5.Your disclosure includes your accounting policy for the provision of services. Please tell us how you considered the requirement of Rule 5-03(b)(1) of Regulation S-X to separately present service revenue. We note from your disclosure on page 1 that you provide value- added solutions including supply chain management, logistics and transportation, procurement, warehousing and inventory management, as well as kitting and labeling, limited assembly of products and installation enhancement. Please tell us how you considered disaggregation under ASC 606-10-50-5 and 55-89 to 55-91. Note 3. Revenue, page 55 6.You disclose that variable consideration for the year ended December 31, 2021 reflects adjustments that reduced the previously disclosed amount by $72.8 million. Please explain this disclosure to us in further detail and tell us how, if at all, it impacted amounts reported in the financial statements. Note 9. Debt, page 66 7.Please consider whether it would benefit investors to revise your disclosures related to the Accounts Receivable Securitization Facility and the Revolving Credit Facility to focus on the current terms and status of these facilities rather than on the history of amendments. For example, the current purchase limit on the Accounts Receivable Securitization Facility is not disclosed until the seventh paragraph and a description of the facility is not provided until the eighth paragraph. Note 16. Business Segments, page 88 8.Please tell us what is included in the adjustment for "merger-related and integration costs." 9.We note your disclosure that the chief operating decision maker evaluates the performance of its operating segments based primarily on net sales, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA margin percentage. Please tell us what you mean by the term "primarily" and, if you use additional measures of profit or loss, tell us what those measures are. In addition, while you disclose that performance is evaluated on "adjusted earnings before interest, taxes, depreciation and amortization, it does not appear that interest and taxes are allocated to reporting segments based on the reconciliations on page 91. Please advise.

FirstName LastNameDavid S. Schulz Comapany NameWESCO International, Inc. June 26, 2023 Page 3 FirstName LastName David S. Schulz WESCO International, Inc. June 26, 2023 Page 3

In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
June 26, 2023
David S. Schulz
Chief Financial Officer
WESCO International, Inc.
225 West Station Square Drive
Suite 700
Pittsburgh, PA 15219
Re:WESCO International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-14989
Filed February 21, 2023
Dear David S. Schulz:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis
Results of Operations, page 27
1.For expenses allocated to reportable segments, please revise to discuss and analyze
expenses by segment.
2.Please explain to us and revise to disclose what "workday impact" represents and what
"value-driven pricing" means.
3.Please revise to quantify factors to which changes are attributed.  For example, you state
the increase in net sales primarily reflects price inflation and volume growth.  Refer to
Item 303(b)(2)(iii) of Regulation S-K.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International, Inc.
 June 26, 2023 Page 2
 FirstName LastNameDavid S. Schulz
WESCO International, Inc.
June 26, 2023
Page 2
Consolidated Statements of Stockholders' Equity, page 49
4.Please revise to include a column for total stockholders' equity.
Note 2. Accounting Policies
Revenue Recognition, page 51
5.Your disclosure includes your accounting policy for the provision of services.  Please tell
us how you considered the requirement of Rule 5-03(b)(1) of Regulation S-X to separately
present service revenue.  We note from your disclosure on page 1 that you provide value-
added solutions including supply chain management, logistics and transportation,
procurement, warehousing and inventory management, as well as kitting and labeling,
limited assembly of products and installation enhancement.  Please tell us how you
considered disaggregation under ASC 606-10-50-5 and 55-89 to 55-91.
Note 3. Revenue, page 55
6.You disclose that variable consideration for the year ended December 31, 2021 reflects
adjustments that reduced the previously disclosed amount by $72.8 million.  Please
explain this disclosure to us in further detail and tell us how, if at all, it impacted amounts
reported in the financial statements.
Note 9. Debt, page 66
7.Please consider whether it would benefit investors to revise your disclosures related to the
Accounts Receivable Securitization Facility and the Revolving Credit Facility to focus on
the current terms and status of these facilities rather than on the history of amendments.
For example, the current purchase limit on the Accounts Receivable Securitization
Facility is not disclosed until the seventh paragraph and a description of the facility is not
provided until the eighth paragraph.
Note 16. Business Segments, page 88
8.Please tell us what is included in the adjustment for "merger-related and integration
costs."
9.We note your disclosure that the chief operating decision maker evaluates the
performance of its operating segments based primarily on net sales, adjusted earnings
before interest, taxes, depreciation and amortization (“EBITDA”), and adjusted EBITDA
margin percentage.  Please tell us what you mean by the term "primarily" and, if you use
additional measures of profit or loss, tell us what those measures are.  In addition, while
you disclose that performance is evaluated on "adjusted earnings before interest, taxes,
depreciation and amortization, it does not appear that interest and taxes are allocated to
reporting segments based on the reconciliations on page 91.  Please advise.

 FirstName LastNameDavid S. Schulz
 Comapany NameWESCO International, Inc.
 June 26, 2023 Page 3
 FirstName LastName
David S. Schulz
WESCO International, Inc.
June 26, 2023
Page 3

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services