v3.26.1
DEBT (Notes)
6 Months Ended
Jun. 30, 2026
Debt Instrument [Line Items]  
Debt Disclosure [Text Block]
8. DEBT
The following table sets forth Wesco's outstanding indebtedness:
As of
June 30,
2026
December 31,
2025
(In millions)
International lines of credit$2.1 $5.6 
Accounts Receivable Securitization Facility1,275.0 1,300.0 
Revolving Credit Facility578.9 581.5 
7.250% Senior Notes due 2028, less debt discount of $3.1 in 2025
— 1,321.9 
6.375% Senior Notes due 2029900.0 900.0 
5.250% Senior Notes due 2031650.0 — 
6.625% Senior Notes due 2032850.0 850.0 
6.375% Senior Notes due 2033800.0 800.0 
5.500% Senior Notes due 2034850.0 — 
Finance lease obligations79.9 67.3 
Total debt5,985.9 5,826.3 
Less: Unamortized debt issuance costs(49.8)(44.9)
Less: Short-term debt and current portion of long-term debt(25.0)(25.0)
Total long-term debt$5,911.1 $5,756.4 
7.250% Senior Notes due 2028
On April 29, 2026, WESCO Distribution, Inc. (“Wesco Distribution”) exercised its right to redeem the entire outstanding $1,325 million aggregate principal amount of the 7.250% Senior Notes due 2028 (the “2028 Notes”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee under the 2028 Notes Indenture, issued a notice of redemption to registered holders of the 2028 Notes.
On June 15, 2026, Wesco Distribution redeemed the $1,325 million aggregate principal amount of the 2028 Notes at a redemption price equal to 100% of the principal amount plus accrued interest up to, but not including, June 15, 2026. The redemption of the 2028 Notes was funded through the issuance of the 5.250% Senior Notes due 2031 and the 5.500% Senior Notes due 2034 as described below. The Company recognized a non-cash loss of $10.0 million from the redemption of the 2028 Notes resulting from the write-off of unamortized debt issuance costs and debt discount, which is recorded as a component of Interest expense, net in the Condensed Consolidated Statement of Income and Comprehensive Income for the three and six months ended June 30, 2026.
5.250% Senior Notes due 2031
5.500% Senior Notes due 2034
On February 27, 2026, Wesco Distribution issued $650 million aggregate principal amount of 5.250% Senior Notes due 2031 (the “2031 Notes”) and $850 million aggregate principal amount of 5.500% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “2031 and 2034 Notes”). The 2031 and 2034 Notes were issued at prices of 100% of the aggregate principal amounts thereof. Wesco incurred costs related to the issuance of the 2031 and 2034 Notes totaling $8.3 million and $10.8 million, respectively, which were recorded as a reduction to the carrying value of the debt and are being amortized over the respective terms of the notes.
The 2031 and 2034 Notes were issued pursuant to, and are governed by, an indenture (the “2031 and 2034 Notes Indenture”), dated as of February 27, 2026, among Wesco Distribution, the Company, Anixter Inc., and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2031 and 2034 Notes and related guarantees were issued in a private transaction exempt from the Securities Act of 1933, as amended (the “Securities Act”), and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
The Company used the net proceeds from the issuance of the 2031 and 2034 Notes to redeem the 2028 Notes on June 15, 2026 and to repay a portion of the amounts outstanding under its revolving credit facility (the “Revolving Credit Facility”). Prior to redeeming the 2028 Notes, the Company used the net proceeds to temporarily repay a portion of the outstanding borrowings under its accounts receivable securitization facility (the “Receivables Facility”) and Revolving Credit Facility. The Company subsequently redrew under the Receivables Facility and the Revolving Credit Facility in an aggregate amount sufficient to redeem the 2028 Notes.
The 2031 and 2034 Notes are unsecured and unsubordinated obligations of Wesco Distribution and are guaranteed on an unsecured, unsubordinated basis by the Company and Anixter Inc. The 2031 Notes accrue interest at a rate of 5.250% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2031 Notes will mature on April 15, 2031. The 2034 Notes accrue interest at a rate of 5.500% per annum, payable semi-annually in arrears on April 15 and October 15 of each year. The 2034 Notes will mature on April 15, 2034.
Wesco Distribution may redeem all or a part of the 2031 Notes at any time prior to April 15, 2028 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, any time prior to April 15, 2028, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2031 Notes with the net cash proceeds from certain equity offerings. At any time between April 15, 2028 and April 14, 2029, Wesco Distribution may redeem all or a part of the 2031 Notes at a redemption price equal to 102.625% of the principal amount. Between April 15, 2029 and April 14, 2030, Wesco Distribution may redeem all or a part of the 2031 Notes at a redemption price equal to 101.3125% of the principal amount. On and after April 15, 2030, Wesco Distribution may redeem all or a part of the 2031 Notes at a redemption price equal to 100% of the principal amount.
Wesco Distribution may redeem all or a part of the 2034 Notes at any time prior to April 15, 2029 by paying a “make-whole” premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, any time prior to April 15, 2029, Wesco Distribution may redeem up to 35% of the original aggregate principal amount of the 2034 Notes with the net cash proceeds from certain equity offerings. At any time between April 15, 2029 and April 14, 2030, Wesco Distribution may redeem all or a part of the 2034 Notes at a redemption price equal to 102.750% of the principal amount. Between April 15, 2030 and April 14, 2031, Wesco Distribution may redeem all or a part of the 2034 Notes at a redemption price equal to
101.375% of the principal amount. On and after April 15, 2031, Wesco Distribution may redeem all or a part of the 2034 Notes at a redemption price equal to 100% of the principal amount.
The 2031 and 2034 Notes Indenture contains certain covenants that, among other things, limit the Company’s and its restricted subsidiaries’ ability to incur liens on assets, make certain restricted payments, engage in certain sale and leaseback transactions or sell certain assets or merge or consolidate with or into other companies, subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2031 and 2034 Notes receiving investment grade credit ratings.
The 2031 and 2034 Notes Indenture contains certain events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the 2031 and 2034 Notes Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the applicable series of the then-outstanding Notes to accelerate or, in certain cases, will automatically cause the acceleration of the amounts due under the applicable series of Notes.