CDW Corp

Previous wording

We are vendor, technology and consumption model unbiased, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual and cloud-based environments through approximately 10,700 customer-facing coworkers, including sellers, highly-skilled specialists and engineers. We are a leading sales channel partner for many original equipment manufacturers, software publishers, cloud providers (collectively, our “vendor partners”), and wholesale distributors, whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise and extensive customer access.

Current wording

We are vendor, technology, and consumption model unbiased, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual, and cloud-based environments through approximately 10,400 customer-facing coworkers, including sellers, highly-skilled specialists, and engineers. We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software publishers, and cloud providers (collectively, our “vendor partners”), and wholesale distributors, whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise, and extensive customer access.

Previous wording

•General economic conditions are a key factor affecting our results as they can impact our customers’ willingness and ability to spend on information technology. The prevailing economic conditions remain challenging, largely due to ongoing uncertainty surrounding evolving global trade policies and geopolitical conditions, along with other drivers. These dynamics may continue to influence supply chains, drive inflationary pressures and affect interest rates. The uncertainty in the current economic environment has impacted and may continue to impact the timing of our customers’ investments in technology.

Current wording

•General economic conditions are a key factor affecting our results as they can impact our customers’ willingness and ability to spend on IT. The prevailing economic conditions remain challenging, largely due to ongoing uncertainty surrounding evolving global trade policies and geopolitical conditions, along with other drivers. These dynamics may continue to influence supply chains, drive inflationary pressures, and affect interest rates. The uncertainty in the current economic environment has impacted and may continue to impact the timing of our customers’ investments in technology.

Previous wording

•Customers are evaluating the complex technology landscape in order to balance priorities and focus on solutions that lead to business optimization, cost management and security risk management, among other factors, resulting in a more measured approach to their IT spending. We have orchestrated solutions that leverage security, software, artificial intelligence, hybrid and cloud offerings to help customers achieve their objectives.

Current wording

•Customers are evaluating the complex technology landscape in order to balance priorities and focus on solutions that lead to business optimization, cost management, and security risk management, among other factors, resulting in a more measured approach to their IT spending. We have orchestrated solutions that leverage security, software, artificial intelligence (“AI”), and hybrid and cloud offerings to help customers achieve their objectives.

Previous wording

•Changes and uncertainty related to spending policies, budget priorities, timing and funding levels are key factors influencing the purchasing levels of government, healthcare and education customers. As the duration and ongoing impact of current economic conditions, including the US government shutdown, remain uncertain, current and future budget priorities and funding levels for government, healthcare and education customers may be adversely affected, leading to lower IT spend.

Current wording

•Changes and uncertainty related to spending policies, budget priorities, timing, and funding levels are key factors influencing the purchasing levels of government, healthcare, and education customers. As the duration and ongoing impact of current economic conditions remain uncertain, including any US government shutdowns, current and future budget priorities and funding levels for government, healthcare, and education customers may be adversely affected, leading to lower IT spend.

Previous wording

•Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT securely. These trends are driving customer adoption of cloud, artificial intelligence, software defined architectures and hybrid on-premise and off-premise combinations. The trends are further driven by the evolution of the IT consumption model to more “as a service” offerings, including software as a service and infrastructure as a service, in addition to ongoing managed and professional service arrangements. Technology trends are likely to evolve and customers will prioritize spend that will produce the most important outcomes for their business.

Current wording

•Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT securely, while balancing product availability, which is currently creating an inflationary environment. These trends are driving customer adoption of cloud, AI, software defined architectures, and hybrid on-premise and off-premise combinations. The trends are further driven by the evolution of the IT consumption model to more “as a service” solutions, including software as a service and infrastructure as a service, in addition to ongoing managed and professional service arrangements. Technology trends are likely to evolve and customers will prioritize spend that will produce the most important outcomes for their business.

Previous wording

We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. Financial measures include both US GAAP, the accounting principles generally accepted in the United States of America, and Non-GAAP, which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP. We believe that the most important of these measures and ratios include Gross profit, Gross profit margin, Operating income, Operating income margin, Non-GAAP operating income, Non-GAAP operating income margin, Net income, Non-GAAP net income, Net income per diluted share, Non-GAAP net income per diluted share, Average daily sales, Net cash provided by operating activities, Adjusted free cash flow, Cash conversion cycle, and Net debt. These measures and ratios are closely monitored by management, so that actions can be taken, as necessary, in order to achieve financial objectives.

Current wording

We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. Financial measures are presented both in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), and non-GAAP, which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that the most important of these measures and ratios include Gross profit, Gross profit margin, Operating income, Operating income margin, Non-GAAP operating income, Non-GAAP operating income margin, Net income, Non-GAAP net income, Net income per diluted share, Non-GAAP net income per diluted share, Average daily sales, Net cash provided by operating activities, Adjusted free cash flow, Cash conversion cycle, and Net debt. These measures and ratios are closely monitored by management, so that actions can be taken, as necessary, in order to achieve financial objectives.

Previous wording

For the definitions, discussion of management’s use of Non-GAAP measures and reconciliations to the most directly comparable US GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

Current wording

For the definitions, discussion of management’s use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

Previous wording

(1)Defined as Net sales divided by the number of selling days. There were 64 selling days for both the three months ended September 30, 2025 and 2024. There were 191 and 192 selling days for the nine months ended September 30, 2025 and 2024, respectively.

Current wording

(1)Defined as Net sales divided by the number of selling days. There were 63 selling days for both the three months ended March 31, 2026 and 2025.

Previous wording

(1)Defined as total debt minus Cash and cash equivalents and Short-term investments.

Current wording

(1)Defined as total debt minus Cash and cash equivalents and Short-term investments. As of March 31, 2026 and March 31, 2025, total debt was $5.6 billion and $5.9 billion, respectively, and Cash and cash equivalents was $579 million and $471 million, respectively. Short-term investments was $217 million as of March 31, 2025. We did not hold Short-term investments as of March 31, 2026.

Previous wording

Results of operations, including Gross profit margin and Operating income margin, expressed as Gross profit and Operating income as a percentage of Net sales, respectively, for the three and nine months ended September 30, 2025 and 2024 are below. For additional information on Net sales, Gross profit and Operating income by segment, see the “Segment Results of Operations.”

Current wording

Results of operations, including Gross profit margin and Operating income margin, expressed as Gross profit and Operating income as a percentage of Net sales, respectively, for the three months ended March 31, 2026 and 2025 are below. For additional information on Net sales, Gross profit, and Operating income by segment, see the “Segment Results of Operations.”

Previous wording

Net sales increased $221 million, or 4.0%, with higher Net sales across all operating segments. The increase was primarily due to increased customer demand for netcomm products, notebooks/mobile devices, desktops, software and services, partially offset by a decrease in data storage and servers. Broadly, while economic and geopolitical uncertainty persists, certain end-markets continued to experience improved customer spending during the period.

Current wording

Net sales increased $481 million, or 9.2%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 8.4% in the first quarter of 2026. While economic and geopolitical uncertainty persists, all of our segments continued to experience improved customer spending during the quarter. The increase in customer demand drove Net sales growth primarily in data storage and servers, netcomm products, software, and notebooks/mobile devices.

Previous wording

Selling and administrative expenses increased $93 million, or 12.9%, primarily due to higher performance-based compensation, transformation and other related costs and amortization expense on acquisition-related intangible assets.

Current wording

Selling and administrative expenses increased $53 million, or 7.0%, primarily due to higher compensation expense, including performance-based incentives, coworker-related costs, and investments to support our AI initiatives.

Previous wording

Interest expense, net includes interest expense and interest income. Interest expense, net increased $11 million, or 6.9%, primarilydue to lower interest income earned on cash balances and a higher fixed interest rate on unsecured senior notes, partially offset by a lower variable interest rate on the senior unsecured term loan.

Current wording

Interest expense, net includes interest expense and interest income. Interest expense, netdecreased $2 million, or 3.2%, primarilydue to decreased interest expense on lower debt levels and a lower variable interest rate on the senior unsecured term loan, partially offset by lower interest income earned on cash balances.

Previous wording

Income tax expense decreased $13 million, or 11.5%. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 25.3% and 26.0% for thethree months ended September 30, 2025 and 2024, respectively. The decrease in the effective income tax rate was primarily attributable to the anticipated benefit from federal tax credits.

Current wording

Income tax expense was $84 million and $79 million for the three months ended March 31, 2026 and 2025, respectively. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.2% and 26.0% for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

(1)There were 64 selling days for both the three months ended September 30, 2025 and 2024. There were 191 and 192 selling days for the nine months ended September 30, 2025 and 2024, respectively. Average daily sales is defined as Net sales divided by the number of selling days.

Current wording

(1)There were 63 selling days for both the three months ended March 31, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

Previous wording

(1)Segment gross profit includes the segment’s direct gross profit, allocations for gross profit from logistics services and allocations for certain inventory adjustments, volume rebates and cooperative advertising from vendors.

Current wording

(1)Segment gross profit includes the segment’s direct gross profit, allocations for gross profit from logistics, and allocations for certain inventory adjustments, volume rebates, and cooperative advertising from vendors.

Previous wording

(1)Segment operating income includes the segment’s direct operating income, allocations for certain headquarters function costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

Current wording

(1)Segment operating income includes the segment’s direct operating income, allocations for certain headquarters function costs, allocations for income and expenses from logistics, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

Previous wording

Public segment Gross profit dollars increased $13 million, or 2.8%, primarily due to higher Net sales and gross profit margin. Gross profit margin increased 50 bps, to 20.9%, which is primarily attributed to a higher contribution of netted down revenue, mixing into services and mixing out of certain lower margin hardware categories.

Current wording

Gross profit dollars increased $48 million, or 6.4%, primarily due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 60 basis points, to 22.4%, which is primarily attributed to a lower contribution of netted down revenue.

Previous wording

Public segment Operating income decreased $8 million, or 3.5%, primarily due to higher payroll costs, including performance-based compensation, and higher transformation and other related costs, partially offset by higher Gross profit dollars.

Current wording

Operating income decreased $6 million, or 1.7%, primarily due to higher compensation expense, including performance-based incentives, and coworker-related costs, partially offset by higher Gross profit dollars.

Previous wording

Small Business segment Operating income increased $7 million, or 5.2%, primarily due to higher Gross profit dollars, partially offset by higher performance-based compensation and an increased provision for expected credit losses.

Current wording

Operating income increased $7 million, or 18.9%, primarily due to higher Gross profit dollars, partially offset by compensation expense, including performance-based incentives, within the UK and Canada operations.

Previous wording

Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial condition that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Current wording

Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial condition that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Previous wording

Our non-GAAP performance measures include Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share and Net sales on a constant currency basis, and our non-GAAP financial condition measures include Free cash flow and Adjusted free cash flow. These non-GAAP performance measures and non-GAAP financial condition measures are collectively referred to as “non-GAAP financial measures.”

Current wording

Our non-GAAP performance measures include Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share, and Net sales on a constant currency basis, and our non-GAAP financial condition measures include Free cash flow and Adjusted free cash flow. These non-GAAP performance measures and non-GAAP financial condition measures are collectively referred to as “non-GAAP financial measures.” The GAAP measures most directly comparable to Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share, and Net sales on a constant currency basis are Operating income, Operating income margin, Net income, Net income per diluted share, and Net sales, respectively. The GAAP measure most directly comparable to Free cash flow and Adjusted free cash flow is Net cash provided by operating activities.

Previous wording

We believe our non-GAAP performance measures provide analysts, investors and management with useful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business. We also present non-GAAP financial condition measures as we believe they provide analysts, investors and management with more information regarding our liquidity and capital resources. Certain non-GAAP financial measures are also used to determine certain components of performance-based compensation.

Current wording

We believe our non-GAAP financial measures provide analysts, investors, and management with useful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business. We also present non-GAAP financial condition measures as we believe they provide analysts, investors, and management with more information regarding our liquidity and capital resources. Certain non-GAAP financial measures are also used to determine certain components of performance-based compensation.

Previous wording

We have included reconciliations of our non-GAAP financial measures to the most comparable US GAAP financial measures for the three and nine months ended September 30, 2025 and 2024 below.

Current wording

We have included reconciliations of our non-GAAP financial measures to the most comparable GAAP financial measures for the three months ended March 31, 2026 and 2025 below.

Previous wording

(1)There were 64 selling days for both the three months ended September 30, 2025 and 2024. There were 191 and 192 selling days for the nine months ended September 30, 2025 and 2024, respectively. Average daily sales is defined as Net sales divided by the number of selling days.

Current wording

(1)There were 63 selling days for both the three months ended March 31, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

Previous wording

While we have not historically experienced significant seasonality throughout the year, sales in our Public segment have historically been higher in the second and third quarter than in other quarters primarily due to the buying patterns of education and government customers.

Current wording

While we have not historically experienced significant seasonality throughout the year on a consolidated basis, sales in our Government and Education segments have historically been higher in the second and third quarter than in other quarters primarily due to the buying patterns of education and government customers.

Previous wording

We finance our operations and capital expenditures with cash from operations and borrowings under our variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”). As of September 30, 2025, we had $1.3 billion of availability for borrowings under our Revolving Loan Facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes dividend payments, assessment of debt levels, acquisitions and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions and working capital management.

Current wording

We finance our operations and capital expenditures with cash from operations and borrowings under our variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”). As of March 31, 2026, we had $1.9 billion of availability for borrowings under our Revolving Loan Facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll, and general expenses. We also take into consideration our overall capital allocation strategy, which includes dividend payments, assessment of debt levels, acquisitions, and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions, and working capital management.

Previous wording

During the nine months ended September 30, 2025, we repurchased 2.9 million shares of our common stock for $500 million under the previously announced share repurchase program. For additional information on our share repurchase program, see “Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.”

Current wording

During the three months ended March 31, 2026, we repurchased 1.6 million shares of our common stock for $201 million under the previously announced share repurchase program. For additional information on our share repurchase program, see “Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.”

Previous wording

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding (DSO) in accounts receivable plus days of supply in inventory (DIO) minus days of purchases outstanding (DPO) in accounts payable, based on a rolling three-month average. Netted down revenue results in an increase to both DSO and DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis within Net sales. Additionally, as customers continue to shift to multi-year software purchases, unbilled receivables and DSO are expected to increase. This customer shift in purchasing is also expected to increase accounts payable and DPO, as the timing of vendor payments aligns with customer collections. Components of our cash conversion cycle are as follows:

Current wording

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding (DSO) in accounts receivable plus days of supply in inventory (DIO) minus days of purchases outstanding (DPO) in accounts payable, based on a rolling three-month average. Netted down revenue results in an increase to both DSO and DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis within Net sales. Additionally, as customers continue to shift to multi-year software purchases, unbilled receivables and DSO are expected to continue to increase. This customer shift in purchasing is also expected to increase accounts payable and DPO, as the timing of vendor payments aligns with customer collections. Components of our cash conversion cycle are as follows:

Previous wording

(1)Represents the rolling three-month average of the balance of the current portion of Accounts receivable, net at the end of the period, divided by average Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.

Current wording

(1)Represents the rolling three-month average of the balance of the current portion of Accounts receivable, net at the end of the period, divided by average daily Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.

Previous wording

(2)Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average Cost of sales for the same three-month period.

Current wording

(2)Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average daily Cost of sales for the same three-month period.

Previous wording

(3)Represents the rolling three-month average of the combined balance of the current portion of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average Cost of sales for the same three-month period.

Current wording

(3)Represents the rolling three-month average of the combined balance of the current portion of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average daily Cost of sales for the same three-month period.

Previous wording

The cash conversion cycle decreased to 11 days at September 30, 2025, compared to 17 days at September 30, 2024. The improvement was primarily due to an increase in DPO, partially offset by an increase in DSO. Both metrics increased due to multi-year transactions and the timing of payments and collections, with DPO increasing more significantly due to timing of payments during the quarter. DIO declined by 2 days as a result of lower stocking positions.

Current wording

The cash conversion cycle increased to 16 days at March 31, 2026, compared to 15 days at March 31, 2025. The increase was primarily due to DIO, which increased by 1 day as a result of higher average customer stocking positions. DSO and DPO increased due to timing of collections and payments, respectively, and multi-year transactions.

Previous wording

Each series of our outstanding unsecured senior notes (the “Notes”) is issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and is guaranteed by Parent and certain of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors”). All guarantees by Parent and the Guarantor Subsidiaries are joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries are subject to certain customary release provisions contained in the indentures governing the Notes.

Current wording

Each series of our outstanding unsecured senior notes (collectively, the “Notes”) are issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and are guaranteed by Parent (the “Guarantor”). All guarantees by Parent are joint and several, and full and unconditional.

Previous wording

•continued innovations in technology by our vendor partners;

Current wording

•our dependence on the continued innovations in technology by our vendor partners;

Previous wording

•the use or capabilities of artificial intelligence;

Current wording

•the use or capabilities of artificial intelligence and the challenges related to its adoption;

Previous wording

•the continuing development, maintenance and operation of our information technology systems;

Current wording

•the continuing development, maintenance, and operation of our information technology (“IT”) systems;

Previous wording

•potential breaches of data security and failure to protect our information technology systems from cybersecurity threats;

Current wording

•potential breaches of data security and failure to protect our IT systems from cybersecurity threats;

Previous wording

•the costs and risks associated with, and the successful and timely execution and effects of, acquisitions or entry into joint ventures;

Current wording

•the costs and risks associated with, and the successful and timely execution and effects of, strategic investments or acquisitions or entry into joint ventures, including our ability to align our investment efforts with our strategic goals;

Previous wording

•global and regional economic and political conditions, including the impact of pandemics and armed conflicts;

Current wording

•global and regional economic and political conditions, including the impact of inflationary pressures and the level of interest rates;