WESCO INTERNATIONAL INC (WCC) FY 2021 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included in Item 8 of this Annual Report on Form 10-K. 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 this Annual Report on Form 10-K.
In addition to the results provided in accordance with U.S. Generally Accepted Accounting Principles ("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 earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA, adjusted EBITDA margin, financial leverage, free cash flow, adjusted income from operations, adjusted other non-operating expenses (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 useful to investors as they provide a better understanding of sales performance, and the use of debt and liquidity on a comparable basis. Additionally, certain non-GAAP measures either focus on or exclude items impacting comparability of results, and the related income tax effect of such items, allowing investors to more easily compare our financial performance from period to period. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.
Company Overview
WESCO International, Inc. (“Wesco International”) and its subsidiaries (collectively, “Wesco” or the "Company"), headquartered in Pittsburgh, Pennsylvania, is a leading provider of business-to-business distribution, logistics services and supply chain solutions.
On June 22, 2020, we completed our acquisition of Anixter International Inc. ("Anixter"), a Delaware corporation. Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2020, by and among Anixter, Wesco and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Wesco (“Merger Sub”), Merger Sub was merged with and into Anixter (the “Merger”), with Anixter surviving the Merger and continuing as a wholly owned subsidiary of Wesco. On June 23, 2020, Anixter merged with and into Anixter Inc., with Anixter Inc. surviving to become a wholly owned subsidiary of Wesco.
We employ approximately 18,000 people, maintain relationships with approximately 45,000 suppliers, and serve approximately 140,000 customers worldwide. With nearly 1,500,000 products, end-to-end supply chain services, and extensive digital capabilities, we provide innovative solutions to meet customer needs across commercial and industrial businesses, contractors, government agencies, 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 have approximately 800 branches, warehouses and sales offices with operations in more than 50 countries, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
In 2021, we established a new corporate brand strategy to adopt a single, master brand architecture. This initiative reflects our corporate integration strategy and simplifies engagement for our customers and suppliers. As a result, we will begin migrating certain legacy sub-brands to the master brand architecture over the course of the next twelve to eighteen months. Due to the strength of its recognition with customers and suppliers, we will continue to use the Anixter brand name as part of the master brand strategy for the foreseeable future.
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We have operating segments that are organized around 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. See Item 1, “Business” in this Annual Report on Form 10-K for a description of each of our reportable segments and their business activities.
The comparability of the financial performance of our reportable segments for 2021 relative to the prior year is impacted by the fact that 2020 includes the results of operations of Anixter for only the second half of 2020.
Overall Financial Performance
Our financial results for 2021 compared to 2020 reflect the merger with Anixter on June 22, 2020, double-digit sales growth, margin expansion, as well as the realization of integration cost synergies and structural cost takeout actions, partially offset by higher volume-related costs, and selling, general and administrative ("SG&A") payroll and payroll-related expenses consisting of salaries, variable compensation expense and benefit costs. Our 2020 financial results reflected the half year impact of the merger with Anixter, partially offset by unfavorable business conditions caused by the COVID-19 pandemic.
Net sales for 2021 increased $5.9 billion, or 47.8%, over the prior year. In addition to the impact from the Merger, the increase reflects improved economic conditions and strong demand. Cost of goods sold as a percentage of net sales was 79.2% and 81.1% for 2021 and 2020, respectively. The decrease of 190 basis points reflects strong execution on supplier price increases and cost initiatives to offset inflation, along with higher supplier volume rebate income, partially offset by higher expense related to excess and obsolete inventories, including a 14 basis point impact from the write-down to the carrying value of certain personal protective equipment products. Cost of goods sold for 2020 includes merger-related fair value adjustments of $43.7 million, as well as an out-of-period adjustment of $18.9 million related to inventory cost absorption accounting. Adjusted for these amounts, cost of goods sold as a percentage of net sales for 2020 was 80.6%.
Income from operations was $801.9 million for 2021, compared to $347.0 million for 2020. Income from operations as a percentage of net sales was 4.4% for the current year, compared to 2.8% for the prior year. Income from operations for 2021 includes merger-related and integration costs of $158.5 million and a net gain of $8.9 million resulting from the sale of Wesco's legacy utility and data communications businesses in Canada during the first quarter of 2021, which were divested in connection with the Merger. Additionally, we recognized $32.0 million of amortization expense resulting from changes in the estimated useful lives of certain legacy trademarks that are migrating to our master brand architecture, as described in Note 2, "Accounting Policies" of our Notes to Consolidated Financial Statements. Adjusted for these items, income from operations was $983.5 million, or 5.4% of net sales. For 2020, income from operations adjusted for merger-related and integration costs, and merger-related fair value adjustments totaling $175.9 million, an out-of-period adjustment related to inventory cost absorption accounting of $18.9 million, as well as a gain on sale of a U.S. operating branch of $19.8 million was $522.0 million, or 4.2% of net sales. For 2021, income from operations improved compared to the prior year across all segments and reflects sales growth and lower cost of goods sold as a percentage of net sales, as well as the realization of integration cost synergies and structural cost takeout actions. Income from operations for 2021 was negatively impacted by higher volume-related costs, and SG&A payroll and payroll-related expenses consisting of salaries, variable compensation expense and benefit costs, including the impact of reinstating salaries and certain benefits of legacy Wesco employees that had been reduced or suspended in the prior year in response to the COVID-19 pandemic.
Earnings per diluted share for 2021 was $7.84, based on 52.0 million diluted shares, compared to $1.51 for 2020, based on 46.6 million diluted shares. Adjusted for merger-related and integration costs, accelerated trademark amortization expense, net gain on Canadian divestitures, a $36.6 million curtailment gain resulting from the remeasurement of our pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects, earnings per diluted share was $9.98 for 2021. Adjusted for merger-related and integration costs, merger-related fair value adjustments, an out-of-period adjustment related to inventory absorption accounting, gain on sale of a U.S. operating branch, and the related income tax effects, earnings per diluted share was $4.37 for 2020. Adjusted earnings per diluted share increased 128% year-over-year.
We experienced a resurgence in demand from many of our customers during 2021. We also experienced some delays in receiving products from our suppliers. We aggressively managed these supply chain issues, which included increasing inventory levels to service our customers. We believe that these issues unfavorably impacted our net sales by approximately 1% in 2021. Our industry and the broader economy are experiencing supply chain challenges, including product delays and backlogged orders, shortages in raw materials and components, labor shortages, transportation challenges, and higher costs. We anticipate that these supply chain challenges, as well as inflationary pressures, will extend into 2022. We intend to continue to actively manage the impact of inflation on our results of operations. We cannot reasonably estimate possible future impacts at this time.
Beginning in 2020, and continuing through 2021, the COVID-19 pandemic had a significant impact on our business, and there continues to be ongoing uncertainties associated with the COVID-19 pandemic, including with respect to the economic
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conditions and possible resurgence of COVID-19, potential new variants of the virus, and the availability, effectiveness and public acceptance of treatments and vaccines. As the duration and severity of the COVID-19 pandemic remain uncertain and cannot be predicted, there is significant uncertainty as to the ultimate impact it will have on our business and our results of operations and financial condition. Events and factors relating to the COVID-19 pandemic include limitations on the ability of our suppliers to manufacture or procure the products we sell or to meet delivery requirements and commitments; disruptions to our global supply chains; limitations on the ability of our employees to perform their work due to travel or other restrictions; limitations on the ability of carriers to deliver our products to our customers; limitations on the ability of our customers to conduct their business and purchase our products and services, or pay us on a timely basis; and disruptions to our customers’ purchasing patterns. In response to the COVID-19 pandemic, we have taken actions focused on protecting the health and safety of our employees, which is our top priority.
The products and services that we provide are integral to the daily operations of our customers and accordingly, we have taken actions to maintain the continuity of our operations in response to the pandemic. We have experienced, and may continue to experience, fluctuations in customer demand for certain of our products and services, including changes in project plans or timing due to circumstances affecting our customers, suppliers and other third parties. The full extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward remains uncertain and will depend on many factors outside of our control, including the duration and scope of the pandemic, the emergence and effects of potential new variants, the availability of effective treatments and vaccines (including vaccine boosters), rates of vaccination, imposition of protective public safety measures, the impact of vaccine mandates or other governmental actions, and the overall impact of the COVID-19 pandemic on the global economy and capital markets.
Cash Flow
We generated $67.1 million of operating cash flow during 2021. Net cash provided by operating activities included net income of $466.4 million and adjustments to net income totaling $132.2 million, which were primarily comprised of depreciation and amortization of $198.6 million, deferred income taxes of $78.3 million, a gain on curtailment of defined benefit pension plans of $36.6 million, as described in Note 14, "Employee Benefit Plans" of our Notes to Consolidated Financial Statements, stock-based compensation expense of $30.8 million, amortization of debt discount and debt issuance costs of $19.2 million, and a net gain of $8.9 million resulting from the divestiture of Wesco's legacy utility and data communications businesses in Canada, as described in Note 6, "Acquisitions and Disposals" of our Notes to Consolidated Financial Statements. Operating cash flow also included changes in assets and liabilities of $531.5 million, which were primarily comprised of an increase in trade accounts receivable of $531.8 million resulting from significant sales growth and an increase in inventories of $530.7 million to support increased customer demand while maintaining high service levels against global supply chain challenges due to the pandemic, partially offset by an increase in accounts payable of $449.6 million due to higher purchases of inventory.
Investing activities primarily included $56.0 million of net proceeds from the Canadian divestitures and $54.7 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 to support of the Company's global network of branches, warehouses and sales offices.
Financing activities were primarily comprised of the redemption of our $500.0 million aggregate principal amount of 5.375% Senior Notes due 2021 (the "2021 Notes") and $354.7 million aggregate principal amount of our 5.375% Senior Notes due 2024 (the "2024 Notes"), borrowings and repayments of $2,353.4 million and $2,006.4 million, respectively, related to our revolving credit facility (the "Revolving Credit Facility"), and borrowings and repayments of $878.0 million and $558.0 million, respectively, related to our accounts receivable securitization facility (the "Receivables Facility"). Financing activities for 2021 also included $57.4 million of dividends paid to holders of our Series A Preferred Stock, net repayments related to our various international lines of credit of approximately $20.3 million, and $27.2 million of payments for taxes related to the exercise and vesting of stock-based awards.
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Free cash flow for the years ended December 31, 2021 and 2020 was $93.5 million and $586.1 million, respectively.
The following table sets forth the components of free cash flow:
| Twelve Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| (In millions) | ||||||
| Cash flow provided by operations | $ | 67.1 | $ | 543.9 | ||
| Less: Capital expenditures | (54.7) | (56.7) | ||||
| Add: Merger-related cash costs | 81.2 | 98.8 | ||||
| Free cash flow | $ | 93.5 | $ | 586.1 |
Note: The table above reconciles cash flow provided by operations to free cash flow. Free cash flow is a non-GAAP financial measure of liquidity. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to fund investing and financing activities. For the twelve months ended December 31, 2021 and 2020, we paid certain fees, expenses and other costs related to Wesco's merger with Anixter. Such expenditures have been added back to operating cash flow to determine free cash flow for such periods.
Free cash flow for the current year was lower than the prior year primarily due to changes in working capital, including an increase in trade accounts receivable of $531.8 million resulting from the significant sales growth, an increase in inventories of $530.7 million to support increased customer demand while maintaining high service levels against global supply chain challenges due to the pandemic, partially offset by an increase in accounts payable of $449.6 million due to higher purchases of inventory. Net working capital days improved approximately 6 days from the prior year-end driven by responsively managing working capital in a high-growth, supply-constrained environment.
Financing Availability
On June 1, 2021, we amended our Receivables Facility to increase its borrowing capacity from $1,200 million to $1,300 million, extend its maturity date from June 22, 2023 to June 21, 2024, decrease its LIBOR floor from 0.50% to 0.00% and decrease its interest rate spread from 1.20% to 1.15%. Borrowings under the amended accounts receivable securitization facility and revolving credit facility were used to redeem our $350 million aggregate principal amount of our 2024 Notes, as described in Note 10, "Debt" of our Notes to Consolidated Financial Statements.
As of December 31, 2021, we had $564.8 million in total available borrowing capacity under our Revolving Credit Facility. Available borrowing capacity under our Receivables Facility was $30.0 million. The Revolving Credit Facility and the Receivables Facility mature in June 2025 and June 2024, respectively.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations, including those related to goodwill and indefinite-lived intangible assets, income taxes, and defined benefit pension plans. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. If actual market conditions are less favorable than those projected by management, additional adjustments to reserve items may be required. We believe the following accounting estimates are the most critical to the understanding of our consolidated financial statements as they require subjective or complex judgments by management.
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Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, or more frequently if triggering events occur, indicating that their carrying values may not be recoverable. We test for goodwill impairment on a reporting unit level. We first assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant events such as changes in key personnel, changes in the composition or carrying amount of the net assets of a reporting unit, and changes in in share price, to determine whether it is more likely than not that the fair value of our reporting units are less than their carrying values. If the qualitative assessment indicates that the fair values of our reporting units may not exceed their respective carrying values, then we perform a quantitative test for impairment by comparing the fair value of each reporting unit to its carrying value. We determine the fair values of our reporting units using a discounted cash flow analysis and consideration of market multiples. The discounted cash flow analysis uses certain assumptions, including expected operating margins supported by a combination of historical results, current forecasts, market data and recent economic events, which are categorized within Level 3 of the fair value hierarchy. We use a discount rate that reflects market participants' cost of capital. We evaluate the recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial information. Significant inputs used in the relief-from-royalty method include projected revenues, discount rates, royalty rates, and applicable income tax rates.
We performed our annual impairment tests of goodwill and indefinite-lived intangible assets during the fourth quarter of 2021 by assessing qualitative factors to determine whether it was more likely than not that the fair values of our reporting units and indefinite-lived intangible assets were less than their respective carrying amounts. As a result of this assessment, we determined that it was more likely than not that the fair values of our reporting units and indefinite-lived intangible assets continued to exceed their respective carrying amounts and, therefore, a quantitative impairment test was unnecessary.
The determination of fair value involves significant management judgment, particularly as it relates to the underlying assumptions and factors around expected operating margins and discount rate. Management applies its best judgment when assessing the reasonableness of financial projections. Fair values are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible impairment tests will prove to be an accurate prediction of future results.
See Note 5, "Goodwill and Intangible Assets" of our Notes to Consolidated Financial Statements for additional disclosure regarding goodwill and indefinite-lived intangible assets.
Defined Benefit Pension Plan
Liabilities and expenses for defined benefit pension plans are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated cash flows, the expected long-term rate of return on plan assets, and several assumptions relating to the employee workforce (salary increases, retirement age, and mortality).
Liabilities for defined benefit pension plans are particularly sensitive to changes in the discount rate. At the end of each fiscal year, we determine the discount rate to measure our defined benefit pension plan liabilities at their present value. The discount rate reflects the current rate at which the defined benefit pension plan liabilities could be effectively settled at the end of the year. This rate is estimated using a yield curve based on corporate bond data, which we believe is consistent with observable market conditions and industry standards for developing spot rate curves. The consolidated weighted-average discount rate used to measure the projected benefit obligation of all plans was 2.6% and 2.2% at December 31, 2021 and 2020, respectively. As a sensitivity measure, the effect of a 50-basis-point decline in the assumed discount rate would result in a negligible change in the expense for 2022, and an increase in our projected benefit obligations at December 31, 2021 of $69.0 million. The impact of a 50-basis-point increase in the assumed discount rate would result in a decrease in the expense for 2022 of approximately $4.0 million, and a decrease in our projected benefit obligations at December 31, 2021 of $61.0 million. Changes in the expected long-term rate of return on plan assets and assumptions relating to the employee workforce are less likely to have a material impact on the measurement of defined benefit pension plan liabilities.
See Note 14, "Employee Benefit Plans" of our Notes to Consolidated Financial Statements for additional disclosure regarding defined benefit pension plans.
Income Taxes
We recognize deferred tax assets at amounts that are expected to be realized. To make such determination, management evaluates all positive and negative evidence, including but not limited to, prior, current and future taxable income, tax planning strategies and future reversals of existing taxable temporary differences. A valuation allowance is recognized if it is “more-likely-than-not” that some or all of a deferred tax asset will not be realized. We regularly assess the realizability of deferred tax assets.
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We account for uncertainty in income taxes using a "more-likely-than-not" recognition threshold. Due to the subjectivity inherent in the evaluation of uncertain tax positions, the tax benefit ultimately recognized may materially differ from the estimate recognized in the consolidated financial statements. We recognize interest and penalties related to uncertain tax benefits as part of interest expense and income tax expense, respectively.
See Note 12, "Income Taxes" of our Notes to Consolidated Financial Statements for additional disclosure regarding income taxes.
Results of Operations
The following table sets forth the percentage relationship to net sales of certain items in our Consolidated Statements of Income and Comprehensive Income for the periods presented:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | ||
| Cost of goods sold (excluding depreciation and amortization) | 79.2 | 81.1 | 81.1 | |||||
| Selling, general and administrative expenses | 15.3 | 15.1 | 14.0 | |||||
| Depreciation and amortization | 1.1 | 1.0 | 0.8 | |||||
| Income from operations | 4.4 | 2.8 | 4.1 | |||||
| Interest expense, net | 1.5 | 1.8 | 0.8 | |||||
| Other income, net | (0.3) | — | (0.1) | |||||
| Income before income taxes | 3.2 | 1.0 | 3.4 | |||||
| Provision for income taxes | 0.6 | 0.2 | 0.7 | |||||
| Net income attributable to WESCO International, Inc. | 2.6 | 0.8 | 2.7 | |||||
| Preferred stock dividends | 0.4 | 0.2 | — | |||||
| Net income attributable to common stockholders | 2.2 | % | 0.6 | % | 2.7 | % |
2021 Compared to 2020
Net Sales
The following table sets forth net sales by segment for the periods presented:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (In thousands) | 2021 | 2020 | |||||
| EES | $ | 7,621,263 | $ | 5,479,760 | |||
| CSS | 5,715,238 | 3,323,264 | |||||
| UBS | 4,881,011 | 3,522,971 | |||||
| Total net sales | $ | 18,217,512 | $ | 12,325,995 |
Net sales were $18.2 billion for 2021 compared with $12.3 billion for 2020, an increase of 47.8%. The increase primarily reflects the merger with Anixter, along with double-digit growth across all segments, as described below. For the year ended December 31, 2021, pricing related to inflation favorably impacted our net sales by approximately 3%.
EES reported net sales of $7.6 billion for 2021, compared to $5.5 billion for 2020, an increase of 39.1%. In addition to the impact from the Merger, the increase reflects improved economic conditions and strong demand.
CSS reported net sales of $5.7 billion for 2021, compared to $3.3 billion for 2020, an increase of 72.0%. The increase reflects the impact of the Merger and broad-based growth in our security solutions and network infrastructure businesses.
UBS reported net sales of $4.9 billion for 2021, compared to $3.5 billion for 2020, an increase of 38.5%. Along with the impact of the Merger, the increase reflects broad-based growth in our utility business and continued strong demand in our broadband business.
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Cost of Goods Sold
Cost of goods sold for 2021 was $14.4 billion compared to $10.0 billion for 2020, an increase of $4.4 billion, reflecting the merger with Anixter. Cost of goods sold as a percentage of net sales was 79.2% and 81.1% for 2021 and 2020, respectively. The decrease of 190 basis points reflects strong execution on supplier price increases and cost initiatives to offset inflation, along with higher supplier volume rebate income, partially offset by higher expense related to excess and obsolete inventories, including write-downs totaling $26.2 million to the carrying value of certain personal protective equipment products. These write-downs of inventory impacted cost of goods sold as a percentage of net sales for 2021 by 14 basis points. Cost of goods sold as a percentage of net sales for 2020 was 80.6% excluding the effect of merger-related fair value adjustments of $43.7 million and an out-of-period adjustment related to inventory cost absorption accounting of $18.9 million.
Selling, General and Administrative Expenses
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 2021 totaled $2.8 billion versus $1.9 billion for 2020. As a percentage of net sales, SG&A expenses were 15.3% and 15.1%, respectively. The increase in SG&A expenses of $932.6 million, or 50.2%, primarily reflects the impact of the merger with Anixter. SG&A expenses for 2021 were favorably impacted by the realization of integration synergies and structural cost takeout actions. SG&A expenses for 2021 include merger-related and integration costs of $158.5 million, as well as a net gain of $8.9 million resulting from the sale of Wesco's legacy utility and data communications businesses in Canada, which were divested during the first quarter of 2021 in connection with the Merger. Adjusted for these amounts, SG&A expenses were 14.5% of net sales for 2021. SG&A expenses for 2020 include $132.2 million of merger-related and integration costs, as well as a gain on the sale of an operating branch in the U.S. of $19.8 million. Adjusted for these amounts, SG&A expenses were 14.2% of net sales for 2020, reflecting lower sales and the merger with Anixter, partially offset by cost reduction actions taken in response to the COVID-19 pandemic that lowered SG&A expenses as a percentage of net sales by approximately 40 basis points.
SG&A payroll and payroll-related expenses for 2021 of $1.8 billion increased by $589.5 million compared to 2020 primarily due to the merger with Anixter. Excluding the impact of the Merger, SG&A payroll and payroll-related expenses in the current year were negatively impacted by higher salaries, variable compensation expense and benefit costs, including the impact of reinstating salaries and certain benefits for legacy Wesco employees that had been reduced or suspended in the prior year in response to the COVID-19 pandemic.
SG&A expenses not related to payroll and payroll-related costs for 2021 were $991.1 million, an increase of $343.1 million compared to 2020 primarily due to the merger with Anixter. Excluding the impact of the Merger, these SG&A expenses for the current year were negatively impacted by higher professional and consulting fees, and information technology expenses resulting from integration activities and digital transformation initiatives. Shipping and handling costs also increased in 2021 due to sales volume growth. The gain on the sale of an operating branch in the U.S., as described above, positively impacted SG&A expenses in 2020.
Depreciation and Amortization
Depreciation and amortization increased $77.0 million to $198.6 million for 2021, compared to $121.6 million for 2020. The current period includes $63.3 million attributable to the amortization of identifiable intangible assets acquired in the merger with Anixter, as well as $32.0 million resulting from changes in the estimated useful lives of certain legacy trademarks that are migrating to our master brand architecture, as described in Note 2, "Accounting Policies" of our Notes to Consolidated Financial Statements. We expect to recognize approximately $10.0 million of amortization expense for trademarks migrating to our master brand architecture in 2022 and $5.3 million thereafter.
Income from Operations
The following tables set forth income from operations by segment for the periods presented:
| Year Ended December 31, 2021 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | ||||||||||||||
| Income from operations | $ | 542,059 | $ | 395,343 | $ | 412,740 | $ | (548,269) | $ | 801,873 | |||||||||
| Year Ended December 31, 2020 | |||||||||||||||||||
| (In thousands) | EES | CSS | UBS | Corporate | Total | ||||||||||||||
| Income from operations | $ | 260,207 | $ | 217,163 | $ | 231,702 | $ | (362,034) | $ | 347,038 |
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Income from operations was $801.9 million for 2021, compared to $347.0 million for 2020. The increase of $454.8 million, or 131.1%, primarily reflects the merger with Anixter. For 2021, income from operations improved compared to the prior year across all segments and reflects sales growth and lower cost of goods sold as a percentage of net sales, as well as the realization of integration cost synergies and structural cost takeout actions. Income from operations for 2021 was negatively impacted by higher volume-related costs, and SG&A payroll and payroll-related expenses, as described above. Income from operations for 2021 was not materially effected by higher pricing related to inflation given the offsetting effect of higher costs for certain products.
EES reported income from operations of $542.1 million for 2021, compared to $260.2 million for 2020. The increase of $281.9 million primarily reflects the factors impacting the overall business, as described above. Additionally, income from operations for 2021 was negatively impacted by $4.4 million from the inventory write-down described above, as well as accelerated trademark amortization expense of $13.3 million associated with migrating to our master brand architecture.
CSS reported income from operations of $395.3 million for 2021, compared to $217.2 million for 2020. The increase of $178.1 million primarily reflects the factors impacting the overall business, as described above. Additionally, income from operations for 2021 was negatively impacted by $21.1 million from the inventory write-down described above, as well as accelerated trademark amortization expense of $17.4 million associated with migrating to our master brand architecture.
UBS reported income from operations of $412.7 million for 2021, compared to $231.7 million for 2020. The increase of $181.0 million primarily reflects the factors impacting the overall business, as described above, combined with the benefit from the net gain on the Canadian divestitures.
Corporate, which primarily incurs costs related to treasury, tax, information technology, legal and other centralized functions, had a loss from operations of $548.3 million for 2021, compared to $362.0 million for 2020. The increase of $186.3 million primarily reflects the merger with Anixter, as well as merger-related and integration costs, higher SG&A payroll and payroll-related expenses, professional and consulting fees, and information technology expenses, as described above.
Interest Expense, net
Net interest expense totaled $268.1 million for 2021, compared to $226.6 million for 2020. The increase of $41.5 million, or 18.3%, was driven by financing activity related to the merger with Anixter. As a result of the redemption of our 2024 Notes and amendment to the Receivables Facility, as described in Note 10, "Debt" of our Notes to Consolidated Financial Statements, total interest expense was reduced by approximately $2.0 million in 2021, and is expected to be reduced by $18.0 million per year thereafter based on current interest rates.
Other Income, net
Other non-operating income ("other income, net") totaled $48.1 million for 2021, compared to $2.4 million for 2020, an increase of $45.7 million. As disclosed in Note 14, "Employee Benefit Plans" of our Notes to Consolidated Financial Statements, we recognized net benefits of $53.2 million and $8.2 million associated with the non-service cost components of net periodic pension (benefit) cost for 2021 and 2020, respectively. The non-service cost components of net periodic pension (benefit) cost for 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of our pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. Due to fluctuations in the U.S. dollar against certain foreign currencies, we recorded foreign currency exchange losses of $2.8 million and $4.9 million in 2021 and 2020, respectively.
Income Taxes
The provision for income taxes was $115.5 million for 2021, compared to $22.8 million for 2020, resulting in an effective tax rate of 19.9% and 18.6%, respectively. The effective tax rate for the current year was favorably impacted by a change in the mix of domestic and foreign earnings, tax benefits related to certain foreign derived intangible income, and a reduction in the valuation allowance recorded against certain foreign tax credit carryforwards. The effective tax rate in the prior year was impacted by one-time items associated with the Anixter merger.
Net Income and Earnings per Share
Net income for 2021 was $466.4 million, compared to $100.0 million for 2020.
Net income attributable to noncontrolling interests was $1.0 million for 2021, compared to a net loss of $0.5 million for 2020.
Preferred stock dividends expense, which relates to the fixed-rate reset cumulative perpetual preferred stock, Series A, that was issued in connection with the Merger, was $57.4 million for 2021 compared to $30.1 million for 2020.
Net income and earnings per diluted share attributable to common stockholders were $408.0 million and $7.84, respectively, for 2021, compared with $70.4 million and $1.51, respectively, for 2020. Adjusted for merger-related and integration costs,
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accelerated trademark amortization expense, net gain on Canadian divestitures, gain on curtailment of defined benefit pension plans, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $519.3 million and $9.98, respectively, for the year ended December 31, 2021. Adjusted for merger-related and integration costs, merger-related fair value adjustments, an out-of-period adjustment related to inventory cost absorption accounting, gain on sale of a U.S. operating branch, and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $203.6 million and $4.37, respectively, for the year ended December 31, 2020.
The following tables reconcile income from operations, other non-operating income, provision for income taxes and earnings per diluted share to adjusted income from operations, adjusted other non-operating income, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Income from Operations: | 2021 | 2020 | ||||
| (In thousands) | ||||||
| Income from operations | $ | 801,873 | $ | 347,038 | ||
| Merger-related and integration costs | 158,484 | 132,236 | ||||
| Accelerated trademark amortization | 32,021 | — | ||||
| Merger-related fair value adjustments | — | 43,693 | ||||
| Out-of-period adjustment | — | 18,852 | ||||
| Net gain on sale of assets and divestitures | (8,927) | (19,816) | ||||
| Adjusted income from operations | $ | 983,451 | $ | 522,003 |
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Other Income, net: | 2021 | 2020 | ||||
| (In thousands) | ||||||
| Other income, net | $ | (48,112) | $ | (2,395) | ||
| Curtailment gain | 36,580 | — | ||||
| Adjusted other income, net | $ | (11,532) | $ | (2,395) |
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Provision for Income Taxes: | 2021 | 2020 | ||||
| (In thousands) | ||||||
| Provision for income taxes | $ | 115,510 | $ | 22,803 | ||
| Income tax effect of adjustments to income from operations and other income, net(1) | 33,672 | 41,817 | ||||
| Adjusted provision for income taxes | $ | 149,182 | $ | 64,620 |
(1) The adjustments to income from operations for the years ended December 31, 2021 and 2020 have been tax effected at rates of 23.5% and 23.9%, respectively. The adjustment to other-non operating income for the year ended December 31, 2021 has been tax effected at a rate of 24.6% as the majority of the curtailment gain relates to our Canadian defined benefit pension plans.
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| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Earnings Per Diluted Share: | 2021 | 2020 | ||||
| (In thousands, except per share data) | ||||||
| Adjusted income from operations | $ | 983,451 | $ | 522,003 | ||
| Interest expense, net | 268,073 | 226,591 | ||||
| Adjusted other income, net | (11,532) | (2,395) | ||||
| Adjusted income before income taxes | 726,910 | 297,807 | ||||
| Adjusted provision for income taxes | 149,182 | 64,620 | ||||
| Adjusted net income | 577,728 | 233,187 | ||||
| Net income (loss) attributable to noncontrolling interests | 1,020 | (521) | ||||
| Adjusted net income attributable to WESCO International, Inc. | 576,708 | 233,708 | ||||
| Preferred stock dividends | 57,408 | 30,139 | ||||
| Adjusted net income attributable to common stockholders | $ | 519,300 | $ | 203,569 | ||
| Diluted shares | 52,030 | 46,625 | ||||
| Adjusted earnings per diluted share | $ | 9.98 | $ | 4.37 |
Note: For the year ended December 31, 2021, income from operations, other non-operating income, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related and integration costs, a net gain on the sale of Wesco's legacy utility and data communications businesses in Canada, accelerated trademark amortization expense associated with migrating to our master brand architecture, a curtailment gain resulting from the remeasurement of our pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans, and the related income tax effects. For the year ended December 31, 2020, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related and integration costs, merger-related fair value adjustments, an out-of-period adjustment related to inventory cost absorption accounting, a gain on sale of an operating branch in the U.S., and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin %
The following tables reconcile net income attributable to common stockholders to EBITDA, adjusted EBITDA and adjusted EBITDA margin % by segment, which are non-GAAP financial measures, for the periods presented:
| Year Ended December 31, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | |||||||||||
| Net income attributable to common stockholders | $ | 543,633 | $ | 394,031 | $ | 412,698 | $ | (942,388) | $ | 407,974 | ||||||
| Net income attributable to noncontrolling interests | 298 | — | — | 722 | 1,020 | |||||||||||
| Preferred stock dividends | — | — | — | 57,408 | 57,408 | |||||||||||
| Provision for income taxes | — | — | — | 115,510 | 115,510 | |||||||||||
| Interest expense, net | — | — | — | 268,073 | 268,073 | |||||||||||
| Depreciation and amortization | 55,998 | 82,870 | 22,447 | 37,239 | 198,554 | |||||||||||
| EBITDA | $ | 599,929 | $ | 476,901 | $ | 435,145 | $ | (463,436) | $ | 1,048,539 | ||||||
| Other (income) expense, net(1) | (1,872) | 1,312 | 42 | (47,594) | (48,112) | |||||||||||
| Stock-based compensation expense(2) | 6,404 | 2,607 | 2,107 | 14,581 | 25,699 | |||||||||||
| Merger-related and integration costs | — | — | — | 158,484 | 158,484 | |||||||||||
| Net gain on Canadian divestitures | — | — | (8,927) | — | (8,927) | |||||||||||
| Adjusted EBITDA | $ | 604,461 | $ | 480,820 | $ | 428,367 | $ | (337,965) | $ | 1,175,683 | ||||||
| Adjusted EBITDA margin % | 7.9 | % | 8.4 | % | 8.8 | % | 6.5 | % | ||||||||
| (1) Corporate other non-operating income in the calculation of adjusted EBITDA for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of our pension obligations in the U.S. and Canada due to amending certain terms of such defined benefit plans. | ||||||||||||||||
| (2) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2021 excludes $5.1 million as such amount is included in merger-related and integration costs. |
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| Year Ended December 31, 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | |||||||||||
| Net income attributable to common stockholders | $ | 262,829 | $ | 217,211 | $ | 231,678 | $ | (641,297) | $ | 70,421 | ||||||
| Net loss attributable to noncontrolling interests | (842) | — | — | 321 | (521) | |||||||||||
| Preferred stock dividends | — | — | — | 30,139 | 30,139 | |||||||||||
| Provision for income taxes | — | — | — | 22,803 | 22,803 | |||||||||||
| Interest expense, net | — | — | — | 226,591 | 226,591 | |||||||||||
| Depreciation and amortization | 35,811 | 37,765 | 22,380 | 25,644 | 121,600 | |||||||||||
| EBITDA | $ | 297,798 | $ | 254,976 | $ | 254,058 | $ | (335,799) | $ | 471,033 | ||||||
| Other (income) expense, net | (1,780) | (48) | 24 | (591) | (2,395) | |||||||||||
| Stock-based compensation expense(3)(4) | 4,080 | 1,403 | 1,336 | 9,895 | 16,714 | |||||||||||
| Merger-related and integration costs | — | — | — | 132,236 | 132,236 | |||||||||||
| Merger-related fair value adjustments | 15,411 | 22,000 | 6,282 | — | 43,693 | |||||||||||
| Out-of-period adjustment(3) | 12,634 | 2,325 | 3,893 | — | 18,852 | |||||||||||
| Gain on sale of asset | (19,816) | — | — | — | (19,816) | |||||||||||
| Adjusted EBITDA | $ | 308,327 | $ | 280,656 | $ | 265,593 | $ | (194,259) | $ | 660,317 | ||||||
| Adjusted EBITDA margin % | 5.6 | % | 8.4 | % | 7.5 | % | 5.4 | % | ||||||||
| (3) Stock-based compensation and the out-of-period adjustment by reportable segment for the year ended December 31, 2020, as previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, have been reallocated to conform to the current period's presentation. | ||||||||||||||||
| (4) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2020 excludes $2.6 million as such amount is included in merger-related and integration costs. |
Note: EBITDA, Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of our performance and our ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating expenses (income), non-cash stock-based compensation, costs and fair value adjustments associated with the merger with Anixter, an out-of-period adjustment related to inventory cost absorption accounting, and net gains on the divestiture of Wesco's legacy utility and data communications businesses in Canada and sale of an operating branch in the U.S. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
2020 Compared to 2019
Net Sales
The following table sets forth net sales by segment for the periods presented:
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (In thousands) | 2020 | 2019 | |||||
| EES | $ | 5,479,760 | $ | 4,860,541 | |||
| CSS | 3,323,264 | 909,496 | |||||
| UBS | 3,522,971 | 2,588,880 | |||||
| Total net sales | $ | 12,325,995 | $ | 8,358,917 |
Net sales were $12.3 billion in 2020 compared with $8.4 billion in 2019, an increase of 47.5% due to the merger with Anixter that was completed on June 22, 2020, partially offset by the impact of weakened demand from the COVID-19 pandemic.
EES reported net sales of $5.5 billion in 2020, compared to $4.9 billion in 2019, an increase of 12.7%. The increase reflects the impact of the merger with Anixter, partially offset by weakened global demand in construction and industrial markets due to local and government shutdowns associated with the COVID-19 pandemic, as well as related disruptions to our suppliers and customers that have caused delays to projects.
CSS reported net sales of $3.3 billion in 2020, compared to $0.9 billion in 2019, an increase of 265.4%. The increase reflects the impact of the merger with Anixter. The COVID-19 pandemic had an overall negative impact on CSS sales, although
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certain customers and end users are considered essential businesses that saw higher demand such as telecommunications service providers stemming from an increased need for bandwidth products.
UBS reported net sales of $3.5 billion in 2020, compared to $2.6 billion in 2019, an increase of 36.1%. The increase reflects the impact of the merger with Anixter. The COVID-19 pandemic had a limited impact on UBS sales as the primary customers in this segment are public power and investor owned utilities, which are considered essential business and have maintained normal operations.
Cost of Goods Sold
Cost of goods sold for 2020 was $10.0 billion, compared to $6.8 billion for 2019. Cost of goods sold as a percentage of net sales was 81.1% in both 2020 and 2019. Cost of goods sold for 2020 includes merger-related fair value adjustments of $43.7 million, as well as an out-of-period adjustment of $18.9 million related to inventory absorption accounting. Adjusted for these amounts, cost of goods sold as a percentage of net sales for 2020 was 80.6%.
Selling, General and Administrative Expenses
SG&A expenses primarily include costs associated with personnel, shipping and handling, travel, advertising, facilities, utilities and credit losses. SG&A expenses for 2020 were $1.9 billion, an increase of $685.9 million, or 58.5%, from 2019. SG&A expenses as a percentage of net sales increased to 15.1% in 2020 from 14.0% in 2019. SG&A expenses for 2020 include merger-related costs of $132.2 million, as well as a gain on the sale of a U.S. operating branch of $19.8 million. Adjusted for these amounts, SG&A expenses for 2020 were $1.7 billion, or 14.2% of net sales, reflecting the merger with Anixter and lower sales, partially offset by cost reduction actions taken in response to the COVID-19 pandemic. SG&A expenses for 2019 include $3.1 million of merger-related costs.
SG&A payroll expenses for 2020 of $1.2 billion increased by $398.1 million compared to 2019 primarily due to the merger with Anixter. Excluding the impact of the Merger, SG&A payroll expenses were down $35.0 million due to lower salaries and wages, variable compensation expense and benefit costs resulting from the reduction or suspension of salaries and certain benefits for legacy Wesco employees in response to the COVID-19 pandemic.
The remaining SG&A expenses for 2020 of $648.0 million increased by $287.8 million compared to 2019. The increase in the remaining SG&A expenses was primarily due to the impact of the merger with Anixter.
Depreciation and Amortization
Depreciation and amortization increased $59.5 million to $121.6 million in 2020, compared with $62.1 million in 2019. Depreciation and amortization for 2020 includes $33.0 million of amortization attributable to identifiable intangible assets acquired in the merger with Anixter.
Income from Operations
The following tables set forth income from operations by segment for the periods presented:
| Year Ended December 31, 2020 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | ||||||||||||||
| Income from operations | $ | 260,207 | $ | 217,163 | $ | 231,702 | $ | (362,034) | $ | 347,038 | |||||||||
| Year Ended December 31, 2019 | |||||||||||||||||||
| (In thousands) | EES | CSS | UBS | Corporate | Total | ||||||||||||||
| Income from operations | $ | 261,788 | $ | 43,835 | $ | 184,931 | $ | (144,337) | $ | 346,217 |
EES reported income from operations of $260.2 million in 2020, compared to $261.8 million in 2019. The decrease reflects lower demand caused by the COVID-19 pandemic, offset by the merger with Anixter and cost reduction actions taken in response to the lower demand.
CSS reported income from operations of $217.2 million in 2020, compared to $43.8 million in 2019. The increase reflects the impact of the merger with Anixter. The benefits of cost reduction actions taken in response to the COVID-19 pandemic, as well as operating synergies resulting from the business combination, had a favorable impact on income from operations.
UBS reported income from operations of $231.7 million in 2020, compared to $184.9 million in 2019. The increase reflects the impact of the merger with Anixter. The impact of the COVID-19 pandemic on the UBS segment was limited as many of its primary customers are public power and investor owned utilities that are considered essential businesses and have maintained normal operations.
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Corporate, which primarily incurs costs related to treasury, tax, information technology, legal and other centralized functions, had a loss from operations of $362.0 million in 2020, compared to $144.3 million in 2019. The increase reflects the merger with Anixter and merger-related costs, as described above, partially offset by lower SG&A payroll expenses resulting from the reduction or suspension of salaries and certain benefits for legacy Wesco employees in response to the COVID-19 pandemic.
Interest Expense, net
Interest expense, net totaled $226.6 million in 2020, compared with $65.7 million in 2019, an increase of 244.8%. The increase in interest expense was driven by financing activity related to the merger with Anixter.
Other, net
Other non-operating income ("other, net") totaled $2.4 million in 2020, compared to $1.6 million in 2019.
Income Taxes
Our effective tax rate was 18.6% in 2020 compared to 21.2% in 2019. The lower effective tax rate in 2020 as compared to 2019 was primarily due to one-time impacts from the merger with Anixter.
Net Income and Earnings per Share
Net income for 2020 was $100.0 million, compared to $222.2 million in 2019.
Net loss attributable to noncontrolling interests in 2020 and 2019 was $0.5 million and $1.2 million, respectively.
Preferred stock dividends expense of $30.1 million in 2020 relates to the fixed-rate reset cumulative perpetual preferred stock, Series A, that was issued in connection with the Merger.
Net income and earnings per diluted share attributable to common stockholders were $70.4 million and $1.51 per diluted share, respectively, in 2020, compared with $223.4 million and $5.14 per diluted share, respectively, in 2019. Adjusted for the items mentioned above, net income and earnings per diluted share attributable to common stockholders were $203.6 million and $4.37 per diluted share, respectively, for the year ended December 31, 2020. Adjusted net income and adjusted earnings per diluted share attributable to common stockholders were $225.9 million and $5.20 per share, respectively, for the year ended December 31, 2019.
The following tables reconcile income from operations, provision for income taxes and earnings per diluted share to adjusted income from operations, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Income from Operations: | 2020 | 2019 | ||||
| (In thousands) | ||||||
| Income from operations | $ | 347,038 | $ | 346,217 | ||
| Merger-related and integration costs | 132,236 | 3,130 | ||||
| Merger-related fair value adjustments | 43,693 | — | ||||
| Out-of-period adjustment | 18,852 | — | ||||
| Gain on sale of asset | (19,816) | — | ||||
| Adjusted income from operations | $ | 522,003 | $ | 349,347 |
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Provision for Income Taxes: | 2020 | 2019 | ||||
| (In thousands) | ||||||
| Provision for income taxes | $ | 22,803 | $ | 59,863 | ||
| Income tax effect of adjustments to income from operations(1) | 41,817 | 664 | ||||
| Adjusted provision for income taxes | $ | 64,620 | $ | 60,527 |
(1) The adjustments to income from operations have been tax effected at rates of 23.9% and 21.2% for the years ended December 31, 2020 and 2019, respectively.
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| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| Adjusted Earnings Per Diluted Share: | 2020 | 2019 | ||||
| (In thousands, except per share data) | ||||||
| Adjusted income from operations | $ | 522,003 | $ | 349,347 | ||
| Interest expense, net | 226,591 | 65,710 | ||||
| Other, net | (2,395) | (1,554) | ||||
| Adjusted income before income taxes | 297,807 | 285,191 | ||||
| Adjusted provision for income taxes | 64,620 | 60,527 | ||||
| Adjusted net income | 233,187 | 224,664 | ||||
| Net loss attributable to noncontrolling interests | (521) | (1,228) | ||||
| Adjusted net income attributable to WESCO International, Inc. | 233,708 | 225,892 | ||||
| Preferred stock dividends | 30,139 | — | ||||
| Adjusted net income attributable to common stockholders | $ | 203,569 | $ | 225,892 | ||
| Diluted shares | 46,625 | 43,487 | ||||
| Adjusted earnings per diluted share | $ | 4.37 | $ | 5.20 |
Note: For the twelve months ended December 31, 2020, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related and integration costs, merger-related fair value adjustments, an out-of-period adjustment related to inventory absorption accounting, gain on sale of a U.S. operating branch, and the related income tax effects. For the twelve months ended December 31, 2019, income from operations, the provision for income taxes and earnings per diluted share have been adjusted to exclude merger-related costs, and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.
EBITDA, Adjusted EBITDA and Adjusted EBITDA margin %
The following tables reconcile net income attributable to common stockholders to EBITDA, adjusted EBITDA and adjusted EBITDA margin % by segment, which are non-GAAP financial measures, for the periods presented:
| Year Ended December 31, 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | |||||||||||
| Net income attributable to common stockholders | $ | 262,829 | $ | 217,211 | $ | 231,678 | $ | (641,297) | $ | 70,421 | ||||||
| Net loss attributable to noncontrolling interests | (842) | — | — | 321 | (521) | |||||||||||
| Preferred stock dividends | — | — | — | 30,139 | 30,139 | |||||||||||
| Provision for income taxes | — | — | — | 22,803 | 22,803 | |||||||||||
| Interest expense, net | — | — | — | 226,591 | 226,591 | |||||||||||
| Depreciation and amortization | 35,811 | 37,765 | 22,380 | 25,644 | 121,600 | |||||||||||
| EBITDA | $ | 297,798 | $ | 254,976 | $ | 254,058 | $ | (335,799) | $ | 471,033 | ||||||
| Other (income) expense, net | (1,780) | (48) | 24 | (591) | (2,395) | |||||||||||
| Stock-based compensation expense(1)(2) | 4,080 | 1,403 | 1,336 | 9,895 | 16,714 | |||||||||||
| Merger-related and integration costs | — | — | — | 132,236 | 132,236 | |||||||||||
| Merger-related fair value adjustments | 15,411 | 22,000 | 6,282 | — | 43,693 | |||||||||||
| Out-of-period adjustment(1) | 12,634 | 2,325 | 3,893 | — | 18,852 | |||||||||||
| Gain on sale of asset | (19,816) | — | — | — | (19,816) | |||||||||||
| Adjusted EBITDA | $ | 308,327 | $ | 280,656 | $ | 265,593 | $ | (194,259) | $ | 660,317 | ||||||
| Adjusted EBITDA margin % | 5.6 | % | 8.4 | % | 7.5 | % | 5.4 | % | ||||||||
| (1) Stock-based compensation and the out-of-period adjustment by reportable segment for the year ended December 31, 2020, as previously reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, have been reallocated to conform to the current period's presentation. | ||||||||||||||||
| (2) Stock-based compensation expense in the calculation of adjusted EBITDA for the year ended December 31, 2020 excludes $2.6 million as such amount is included in merger-related and integration costs. |
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| Year Ended December 31, 2019 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | EES | CSS | UBS | Corporate | Total | |||||||||||
| Net income attributable to common stockholders | $ | 264,570 | $ | 43,835 | $ | 184,931 | $ | (269,910) | $ | 223,426 | ||||||
| Net loss attributable to noncontrolling interests | (1,228) | — | — | — | (1,228) | |||||||||||
| Provision for income taxes | — | — | — | 59,863 | 59,863 | |||||||||||
| Interest expense, net | — | — | — | 65,710 | 65,710 | |||||||||||
| Depreciation and amortization | 28,569 | 7,155 | 13,583 | 12,800 | 62,107 | |||||||||||
| EBITDA | $ | 291,911 | $ | 50,990 | $ | 198,514 | $ | (131,537) | $ | 409,878 | ||||||
| Other income, net | (1,554) | — | — | — | (1,554) | |||||||||||
| Stock-based compensation expense | 1,116 | 77 | 231 | 17,638 | 19,062 | |||||||||||
| Merger-related costs | — | — | — | 3,130 | 3,130 | |||||||||||
| Adjusted EBITDA | $ | 291,473 | $ | 51,067 | $ | 198,745 | $ | (110,769) | $ | 430,516 | ||||||
| Adjusted EBITDA margin % | 6.0 | % | 5.6 | % | 7.7 | % | 5.2 | % |
Note: EBITDA, Adjusted EBITDA and Adjusted EBITDA margin % are non-GAAP financial measures that provide indicators of our performance and our ability to meet debt service requirements. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before foreign exchange and other non-operating expenses (income), non-cash stock-based compensation, merger-related and integration costs, merger-related fair value adjustments, an out-of-period adjustment related to inventory absorption accounting, and gain on sale of a U.S. operating branch. Adjusted EBITDA margin % is calculated by dividing Adjusted EBITDA by net sales.
Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, information technology investments, capital expenditures, acquisitions and debt service obligations. As of December 31, 2021, we had $564.8 million in available borrowing capacity under our Revolving Credit Facility, after giving effect to outstanding letters of credit and certain borrowings under the Company's international lines of credit, and $30.0 million in available borrowing capacity under our Receivables Facility, which combined with available cash of $69.6 million, provided liquidity of $664.4 million. Cash included in our determination of liquidity represents cash in certain deposit and interest bearing investment accounts. 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.
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. At December 31, 2021, approximately 60% of our debt portfolio was comprised of fixed rate debt.
Since the merger with Anixter, we have used cash and the net proceeds from the divestiture of Wesco's legacy utility and data communications businesses in Canada to reduce our debt, net of cash, by approximately $357.2 million. Over the next several quarters, it is expected that excess liquidity will be directed primarily at debt reduction, merger-related integration activities and potential acquisitions, and 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 December 31, 2021.
We also measure our ability to meet our debt obligations based on our financial leverage ratio, which was 3.9 as of December 31, 2021 and, on a pro forma basis, 5.3 as of December 31, 2020.
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The following table sets forth our financial leverage ratio, which is a non-GAAP financial measure, for the periods presented:
| Twelve months ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December 31, 2020 | |||||
| Reported | Pro Forma(1) | |||||
| (In millions of dollars, except ratios) | ||||||
| Net income attributable to common stockholders | $ | 408.0 | $ | 115.6 | ||
| Net income (loss) attributable to noncontrolling interests | 1.0 | (0.5) | ||||
| Preferred stock dividends | 57.4 | 30.1 | ||||
| Provision for income taxes | 115.5 | 55.7 | ||||
| Interest expense, net | 268.1 | 255.8 | ||||
| Depreciation and amortization | 198.5 | 153.5 | ||||
| EBITDA | $ | 1,048.5 | $ | 610.2 | ||
| Other (income) expense, net(2) | (48.1) | 4.6 | ||||
| Stock-based compensation | 25.7 | 34.7 | ||||
| Merger-related costs and fair value adjustments | 158.5 | 206.7 | ||||
| Out-of-period adjustment | — | 18.9 | ||||
| Net gain on sale of assets and Canadian divestitures | (8.9) | (19.8) | ||||
| Adjusted EBITDA(3) | $ | 1,175.7 | $ | 855.3 | ||
| December 31, 2021 | December 31, 2020 | |||||
| Short-term debt and current portion of long-term debt, net | $ | 9.5 | $ | 528.8 | ||
| Long-term debt, net | 4,701.5 | 4,370.0 | ||||
| Debt discount and debt issuance costs(4) | 70.6 | 88.2 | ||||
| Fair value adjustments to Anixter Senior Notes due 2023 and 2025(4) | (0.9) | (1.7) | ||||
| Total debt | 4,780.7 | 4,985.3 | ||||
| Less: Cash and cash equivalents | 212.6 | 449.1 | ||||
| Total debt, net of cash | $ | 4,568.1 | $ | 4,536.2 | ||
| Financial leverage ratio | 3.9 | 5.3 |
(1) EBITDA and adjusted EBITDA for the twelve months ended December 31, 2020 gives effect to the combination of Wesco and Anixter as if it had occurred at the beginning of the respective trailing twelve month period.
(2) Other non-operating income for the year ended December 31, 2021 includes a $36.6 million curtailment gain resulting from the remeasurement of our pension obligations in the U.S and Canada due to amending certain terms of such defined benefit plans.
(3) Adjusted EBITDA includes the financial results of Wesco’s legacy utility and data communications businesses in Canada, which were divested in the first quarter of 2021 under a Consent Agreement with the Competition Bureau of Canada.
(4) Debt is presented in the 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.
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, less cash and cash equivalents, 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 foreign exchange and other non-operating expenses (income), non-cash stock-based compensation, costs and fair value adjustments related to the merger with Anixter, an out-of-period adjustment related to inventory absorption accounting, and net gains on the divestiture of Wesco's legacy utility and data communications businesses in Canada and sale of an operating branch in the U.S.
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The undistributed earnings of our foreign subsidiaries amounted to approximately $1,851.6 million at December 31, 2021. Most of these earnings have been taxed in the U.S. under either the one-time tax on the deemed repatriation of undistributed foreign earnings (the "transition tax"), or the GILTI tax regime imposed by the Tax Cuts and Jobs Act of 2017. Future distributions of previously taxed earnings by our foreign subsidiaries should, therefore, result in minimal U.S. taxation. We have elected to pay the transition tax in installments over eight years. As of December 31, 2021, our liability for the transition tax was $60.7 million. We continue to assert that the remaining undistributed earnings of our foreign subsidiaries are indefinitely reinvested. The distribution of earnings by our foreign subsidiaries in the form of dividends, or otherwise, may be subject to additional taxation. We estimate that additional taxes of approximately $82.2 million would be payable upon the remittance of all previously undistributed foreign earnings as of December 31, 2021, based upon the laws in effect on that date. We believe that we are able to maintain sufficient liquidity for our domestic operations and commitments without repatriating cash from our foreign subsidiaries.
We finance our operating and investing needs primarily with borrowings under our Revolving Credit Facility, 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 $1,200 million and the purchase limit under the Receivables Facility is $1,300 million. As of December 31, 2021, we had $597.0 million and $1,270.0 million outstanding under the Revolving Credit Facility and Receivables Facility, respectively. The maximum borrowing limits of our international lines of credit vary by facility and range between $0.6 million and $31.0 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 December 31, 2021, we had $7.4 million outstanding under our international lines of credit.
On June 1, 2021, we amended our Receivables Facility to increase its borrowing capacity from $1,200 million to $1,300 million, extend its maturity date from June 22, 2023 to June 21, 2024, decrease its LIBOR floor from 0.50% to 0.00% and decrease its interest rate spread from 1.20% to 1.15%. Borrowings under the amended accounts receivable securitization facility and revolving credit facility were used to redeem the $350 million aggregate principal amount of our 2024 Notes, as described below.
In an effort to lower our cost of borrowing, on January 14, 2021 and July 2, 2021, we redeemed the $500 million aggregate principal amount of our 2021 Notes and $350 million aggregate principal amount of our 2024 Notes, respectively. These redemptions were funded with available cash, as well as borrowings under our Receivables Facility and Revolving Credit Facility.
On June 12, 2020, we issued $1,500 million aggregate principal amount of 7.125% Senior Notes due 2025 (the “2025 Notes”) and $1,325 million aggregate principal amount of 7.250% Senior Notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “Notes”). We used the net proceeds from the issuance of the Notes, together with borrowings under our Revolving Credit Facility and Receivables Facility and existing cash on hand, to finance the Merger and the other transactions contemplated by the Merger Agreement.
On April 30, 2020, in connection with the Merger, we simultaneously entered into tender offers and consent solicitations with respect to Anixter Inc.’s then outstanding $350.0 million aggregate principal amount of 5.50% Senior Notes due 2023 (the “Anixter 2023 Senior Notes”), and $250.0 million aggregate principal amount of 6.00% Senior Notes due 2025 (the “Anixter 2025 Senior Notes” and, together with the Anixter 2023 Senior Notes, the "Anixter Senior Notes"). Upon expiration and settlement of the tender offers and consent solicitations, $62.8 million in aggregate principal amount of the Anixter Senior Notes remain outstanding.
For additional disclosure regarding our debt instruments, including our outstanding indebtedness as of December 31, 2021, see Note 10, "Debt" of our Notes to Consolidated Financial Statements.
An analysis of cash flows for 2021 and 2020 follows:
Operating Activities
Net cash provided by operating activities for 2021 totaled $67.1 million, compared with $543.9 million of cash generated in 2020. Net cash provided by operating activities included net income of $466.4 million and adjustments to net income totaling $132.2 million, which were primarily comprised of depreciation and amortization of $198.6 million, deferred income taxes of $78.3 million, a gain on curtailment of defined benefit pension plans of $36.6 million, as described in Note 14, "Employee Benefit Plans" of our Notes to Consolidated Financial Statements, stock-based compensation expense of $30.8 million, amortization of debt discount and debt issuance costs of $19.2 million, and a net gain of $8.9 million resulting from the divestiture of Wesco's legacy utility and data communications businesses in Canada, as described in Note 6, "Acquisitions and Disposals" of our Notes to Consolidated Financial Statements. Other sources of cash in 2021 were generated from an increase in accounts payable of $449.6 million due to higher purchases of inventory, an increase in other current and noncurrent liabilities of $190.3 million, and an increase in accrued payroll and benefit costs of $84.2 million due to higher incentive
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compensation accruals. Primary uses of cash in 2021 included an increase in trade accounts receivable of $531.8 million resulting from significant sales growth, an increase in inventories of $530.7 million to support increased customer demand, an increase in other receivables of $136.7 million associated with higher supplier volume rebate income accruals and an increase in other current and noncurrent assets of $56.3 million.
Net cash provided by operating activities for 2020 totaled $543.9 million, compared with $224.4 million of cash generated in 2019. Cash provided by operating activities included net income of $100.0 million and adjustments to net income totaling $113.7 million. Other sources of cash in 2020 were generated from a decrease in inventories of $203.8 million, an increase in other current and noncurrent liabilities of $78.2 million, an increase in accrued payroll and benefit costs of $75.6 million, and a decrease in trade accounts receivable of $47.9 million. Primary uses of cash in 2020 included a decrease in accounts payable of $54.1 million and an increase in other current and noncurrent assets of $21.2 million.
Investing Activities
Net cash provided by investing activities in 2021 was $2.5 million, compared to $3,735.1 million of net cash used in 2020. Included in 2021 was $56.0 million of net proceeds from the Canadian divestitures, as described in Note 6, "Acquisitions and Disposals" of our Notes to Consolidated Financial Statements. Capital expenditures were $54.7 million in 2021, compared to $56.7 million in 2020. Proceeds from the sale of assets were $5.2 million and $6.7 million in 2021 and 2020, respectively. Other investing activities in 2021 included $3.9 million of cash outflows.
Net cash used in investing activities in 2020 was $3,735.1 million, compared with $60.8 million in 2019. Included in 2020 was $3.7 billion to fund a portion of the merger with Anixter, as described in Note 6, "Acquisitions and Disposals" of our Notes to Consolidated Financial Statements. In 2019, we made payments of $27.6 million to acquire Sylvania Lighting Solutions ("SLS"). Capital expenditures were $56.7 million in 2020, compared to $44.1 million in 2019. Proceeds from the sale of assets were $6.7 million and $16.8 million in 2020 and 2019, respectively. Other investing activities in 2020 included $22.4 million of cash inflows.
Financing Activities
Net cash used in financing activities in 2021 was $310.8 million, compared with $3,480.7 million of net cash provided by financing activities for 2020. During 2021, financing activities primarily consisted of the redemption of the $500.0 million and $354.7 million aggregate principal amount of our 2021 Notes and 2024 Notes, respectively, borrowings and repayments of $2,353.4 million and $2,006.4 million, respectively, related to our Revolving Credit Facility, and borrowings and repayments of $878.0 million and $558.0 million, respectively, related to our Receivables Facility. Financing activities for 2021 also included $57.4 million of dividends paid to holders of our Series A Preferred Stock, net repayments related to our various international lines of credit of approximately $20.3 million, and $27.2 million of payments for taxes related to the exercise and vesting of stock-based award.
Net cash provided by financing activities in 2020 was $3,480.7 million, compared with $109.8 million of net cash used in financing activities for 2019. During 2020, financing activities consisted of $2,815.0 million of net proceeds from the issuance of senior unsecured notes to finance a portion of the merger with Anixter, borrowings and repayments of $1.2 billion and $948.0 million, respectively, related to our prior and new revolving credit facilities, as well as borrowings and repayments of $1.1 billion and $565.0 million, respectively, related to our prior and amended accounts receivable securitization facilities. Financing activities for 2020 also included net repayments related to our various international lines of credit of $9.7 million, $80.2 million of debt issuance costs associated with financing the merger with Anixter, and $30.1 million of dividends paid to holders of our Series A Preferred Stock.
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The following table summarizes our material cash requirements from known contractual and other obligations at December 31, 2021, including interest, and the expected effect on our liquidity and cash flow in future periods.
| 2022 | 2023 to 2024 | 2025 to 2026 | 2027 - After | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | ||||||||||||||||||
| Debt, excluding debt discount and debt issuance costs | $ | 9.5 | $ | 1,337.7 | $ | 2,107.5 | $ | 1,325.9 | $ | 4,780.6 | ||||||||
| Interest on indebtedness(1) | 231.4 | 450.0 | 250.4 | 144.1 | 1,075.9 | |||||||||||||
| Non-cancelable operating leases | 152.9 | 220.5 | 113.7 | 136.1 | 623.2 | |||||||||||||
| Transition tax installments | 4.4 | 19.7 | 36.6 | — | 60.7 | |||||||||||||
| Defined benefit pension plans(2) | 10.8 | — | — | — | 10.8 | |||||||||||||
| Total | $ | 409.0 | $ | 2,027.9 | $ | 2,508.2 | $ | 1,606.1 | $ | 6,551.2 |
(1) Interest on variable rate debt was calculated using the rates and balances outstanding at December 31, 2021.
(2) As disclosed in Note 14, "Employee Benefit Plans" of our Notes to Consolidated Financial Statements, the majority of our various defined benefit pension plans are non-contributory and, with the exception of the U.S. and Canada, cover substantially all full-time employees in their respective countries. Retirement benefits are provided based on compensation as defined in the plans. Our policy is to fund these plans as required by the Employee Retirement Income Security Act, the Internal Revenue Service and local statutory law. We currently estimate that we will contribute $10.8 million to our foreign pension plans in 2022. Due to the future impact of various market conditions, rates of return and changes in plan participants, we cannot provide a meaningful estimate of our future contributions beyond 2022.
In addition to the cash requirements disclosed in the table above, we expect future uses of cash to include working capital requirements, capital expenditures, investments in our digital capabilities, costs to integrate the operations of Wesco and Anixter and achieve the anticipated synergies of the Merger, dividend payments to holders of our Series A Preferred Stock, benefit payments to participants in our deferred compensation plan, and other organic opportunities. Future uses of cash could also include acquisitions of businesses and the repurchase of common or preferred stock. We expect to spend approximately $45 million in 2022 on capital expenditures for information technology investments and to support our global network of branches, warehouses and sales offices.
We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under our revolving credit and accounts receivable securitization facilities, or new issuances of debt.
Purchase orders for inventory requirements and service contracts are not included in the table above. Generally, our purchase orders and contracts contain clauses allowing for cancellation. We do not have significant agreements to purchase material or goods that would specify minimum order quantities.
Liabilities related to unrecognized tax benefits, including interest and penalties, of $118.2 million were excluded from the table above as we cannot reasonably estimate the timing of these potential cash settlements with taxing authorities. See Note 12, "Income Taxes" in our Notes to Consolidated Financial Statements for further information related to unrecognized tax benefits.
Seasonality
Our operating results are not significantly affected by seasonal factors. Sales during the first and fourth quarters are usually 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.
Impact of Recently Issued Accounting Standards
See Note 2, "Accounting Policies" of the Notes to Consolidated Financial Statements for information regarding the effect of new accounting pronouncements.