CDW Corp

Previous wording

CDW Corporation (“Parent”) is a leading multi-brand provider of information technology (“IT”) solutions to business, government, education, and healthcare customers in the United States (“US”), the United Kingdom (“UK”), and Canada. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

Current wording

CDW Corporation (“Parent”) is the strategic end-to-end technology partner that cuts through complexity to turn customer ambition into outcomes. Working with organizations across the business, government, education, and healthcare sectors in the United States, the United Kingdom (“UK”), and Canada, we enable organizations to navigate an increasingly complex technology market and turn their technology investments into lasting value. Our broad array of offerings range from discrete hardware and software products to integrated IT solutions and services, including on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

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 10,300 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.

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 10,500 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

•The evolution of technology and AI adoption trends continue to drive customer purchasing decisions in the market. Current trends are focused on modernizing and optimizing technology environments to improve operational efficiency, agility, and cybersecurity while enabling organizations to leverage AI at scale. These trends are driving investment in AI-ready infrastructure, cloud and data modernization, cybersecurity solutions, and workflow automation technologies. As AI capabilities continue to evolve, organizations are increasingly focused on achieving practical, secure, and measurable business outcomes while managing complexity and risk. We have orchestrated outcome-driven solutions that bring together AI, security, software, and services to help customers achieve their objectives.

Current wording

•The evolution of technology and AI adoption trends continues to drive customer purchasing decisions in the market. Current trends are focused on modernizing and optimizing technology environments to improve operational efficiency, agility, and cybersecurity while enabling organizations to leverage AI at scale. These trends are driving investment in AI-ready infrastructure, cloud and data modernization, cybersecurity solutions, and workflow automation technologies. As AI capabilities continue to evolve, organizations are increasingly focused on achieving practical, secure, and measurable business outcomes while managing complexity and risk. We have orchestrated outcome-driven solutions that bring together AI, security, software, and services to help customers achieve their objectives.

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 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 debt, Cash conversion cycle, Net cash provided by operating activities, and Adjusted free cash flow. 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 on a non-GAAP basis, 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 debt, Cash conversion cycle, Net cash provided by operating activities, and Adjusted free cash flow. 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

(1)Defined as Net sales divided by the number of selling days. There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025.

Current 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, 2026 and 2025. There were 191 selling days for both the nine months ended September 30, 2026 and 2025.

Previous wording

(1)Defined as total debt minus Cash and cash equivalents. As of June 30, 2026 and June 30, 2025, total debt was $5.8 billion and $5.6 billion, respectively, and Cash and cash equivalents was $362 million and $481 million, respectively.

Current wording

(1)Defined as total debt minus Cash and cash equivalents. As of September 30, 2026 and September 30, 2025, total debt was $7.1 billion and $5.6 billion, respectively, and Cash and cash equivalents was $1.5 billion and $453 million, respectively.

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 six months ended June 30, 2026 and 2025 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 and nine months ended September 30, 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 $596 million, or 10.0%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 9.9% for thethree months ended June 30, 2026, compared to thethree months ended June 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, software, and netcomm products.

Current wording

Net sales increased $1,017 million, or 17.7%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 17.8% for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, and software.

Previous wording

Gross profit increased $146 million, or 6.2%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 60 basis points to 20.5%, primarily driven by mix into and lower margin in certain hardware categories.

Current wording

Gross profit increased $130 million, or 10.3%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 140 basis points to 20.5%, primarily driven by mix into and lower margin in certain product categories.

Previous wording

Selling and administrative expenses increased $123 million, or 7.8%, primarily dueto higher compensation expense, including performance-based incentives, and workplace optimization costs.

Current wording

Selling and administrative expenses increased $84 million, or 10.3%, primarily due to higher performance-based incentives, workplace optimization costs, and acquisition costs.

Previous wording

Interest expense, net includes interest expense and interest income. Interest expense, net increased $3 million, or 6.0%, primarily due to higher average debt levels on our senior unsecured revolving loan facility.

Current wording

Interest expense, net includes interest expense and interest income. Interest expense, net increased $11 million, or 19.8%, primarily due tohigher average borrowings under our senior unsecured revolving loan facility and lower interest income earned on cash balances.

Previous wording

Income tax expense increased $5 million, or 5.1%. The effective income tax ratewas 26.4% and 25.7% for thethree months ended June 30, 2026 and 2025, respectively. The increase in the effective income tax rate wasprimarily due to current year tax shortfalls as compared to prior year excess tax benefits on equity-based compensation.

Current wording

Income tax expense increased $16 million, or 16.0%. The effective income tax ratewas 26.9% and 25.3% for thethree months ended September 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily due to lower tax credits compared to prior year, and higher non-deductible expenses.

Previous wording

Net sales increased $1,076 million, or 9.6%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 9.2%for the six months ended June 30, 2026, compared to thesix months ended June 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, software, and netcomm products.

Current wording

Net sales increased $2,093 million, or 12.4%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 12.1% for the nine months ended September 30, 2026, compared to thenine months ended September 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, software, and netcomm products.

Previous wording

Gross profit increased $79 million, or 6.3%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 70 basis points to 20.1%, primarily driven by mix into and lower margin in certain hardware categories, partially offset by a higher contribution of netted down revenue.

Current wording

Gross profit increased $276 million, or 7.6%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 90 basis points to 20.5%, primarily driven by mix into andlower margin in certain product categories.

Previous wording

Selling and administrative expenses increased $70 million, or 8.6%, primarily due to higher compensation expense, including performance-based incentives, and workplace optimization costs.

Current wording

Selling and administrative expenses increased $207 million, or 8.6%, primarily due to higher compensation expense, including performance-based incentives, and higher workplace optimization costs.

Previous wording

Interest expense, net includes interest expense and interest income. Interest expense, net increased $2 million, or 1.4%, primarilydue tohigher average debt levels on our senior unsecured revolving loan facility.

Current wording

Interest expense, net includes interest expense and interest income. Interest expense, net increased $13 million, or 7.4%, primarily due tohigher average borrowings under our senior unsecured revolving loan facility and lower interest income earned on cash balances, partially offset by a lower variable interest rate on the senior unsecured term loan.

Previous wording

Income tax expense increased $9 million, or 5.4%. The effective income tax rate was 26.3% and 25.8% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily due to current year tax shortfalls as compared to prior year excess tax benefits on equity-based compensation, partially offset by tax credits.

Current wording

Income tax expense increased $25 million, or 9.2%. The effective income tax rate was 26.5% and 25.6% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily due to lower tax credits compared to prior year, current year tax shortfalls on equity-based compensation as compared to prior year excess tax benefits on equity-based compensation, and higher non-deductible expenses.

Previous wording

(1)There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

Current wording

(1)There were 64 selling days for both the three months ended September 30, 2026 and 2025. There were 191 selling days for both the nine months ended September 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

Previous wording

Net sales increased $334 million, or 9.2%, primarily due to an increased customer demand in data storage and servers across all customer channels, software, and netcomm products in the corporate customer channel, and notebooks/mobile devices in the corporate and healthcare customer channels.

Current wording

Net sales increased $685 million, or 20.8%, primarily due to increased customer demand in data storage and servers in financial services and corporate customer channels, notebooks/mobile devices and netcomm products in the corporate customer channel, and software in corporate and healthcare customer channels.

Previous wording

Gross profit decreased $5 million, or 2.7%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 320 basis points, to 19.3%, which is attributed to mix into and lower margin in certain hardware categories and services.

Current wording

Gross profit decreased $12 million, or 6.2%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 330 basis points to 19.5%, which is primarily attributed to mix into and lower margin in certain product categories and lower margin in services.

Previous wording

Gross profit dollars increased $11 million, or 7.9%, primarily due to higher Gross profit margin and Net sales. Gross profit margin increased 110 basis points, to 16.4%, which is attributed to a higher margin in certain product categories and a higher contribution of netted down revenue.

Current wording

Gross profit dollars increased $11 million, or 6.0%, primarily due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 30 basis points to 20.0%, which is primarily attributed to lower margin in services.

Previous wording

Operating income increased $9 million, or 16.0%, primarily due to higher Gross profit dollars and lower compensation expense.

Current wording

Operating income increased $14 million, or 15.9%, primarily due to higher Gross profit dollars and lower compensation expense.

Previous wording

Net sales increased $276 million, or 20.4%, primarily due to increased customer demand primarily in notebooks/mobile devices and data storage and servers within UK and Canada operations.

Current wording

Netsales increased $182 million, or 26.0%, primarily dueto increased customer demand primarily in data storage and servers and notebooks/mobile devices within UK and Canada operations.

Previous wording

Operating income increased $9 million, or 22.1%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.

Current wording

Operating income increased $13 million, or 29.1%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.

Previous wording

Net sales increased $648 million, or 9.4%, primarily due to increased customer demand in data storage and servers across all customer channels, and netcomm products and software in the corporate and healthcare customer channels.

Current wording

Net sales increased $1,333 million, or 13.1%, primarily due to increased customer demand in data storage and servers across all customer channels, netcomm products across corporate and healthcare customer channels, and software across all customer channels.

Previous wording

Gross profit decreased $15 million, or 4.8%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 290 basis points, to 19.5%, which is attributed to mix into and lower margin in certain hardware categories and services.

Current wording

Gross profit decreased $26 million, or 5.4%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 310 basis points to 19.5%, which is attributed to mix into and lower margin in certain product categories and lower margin in services.

Previous wording

Operating income increased $9 million, or 17.5%, primarily due to lower compensation expense, including performance-based incentives, which more than offset the impact of lower Gross profit dollars.

Current wording

Operating income increased $7 million, or 4.5%, primarily due to lower compensation expense, including performance-based incentives, which more than offset the impact of lower Gross profit dollars.

Previous wording

Gross profit dollars increased $104 million, or 6.8%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 50 basis points, to 21.8%, which is primarily attributed to mix into and lower margin in certain hardware categories.

Current wording

Gross profit dollars increased $30 million, or 6.8%, due to higher Gross profit margin and Net sales. Gross profit margin increased 50 basis points to 17.8%, which is attributed to favorable mix in certain product categories.

Previous wording

Operating income increased $23 million, or 28.4%, primarily due to higher Gross profit dollars and lower compensation expense.

Current wording

Operating income increased $37 million, or 22.0%, primarily due to higher Gross profit dollars and lower compensation expense.

Previous wording

Net sales increased $154 million, or 22.9%, primarily due to increased customer demand primarily in notebooks/mobile devices and data storage and servers within UK and Canada operations.

Current wording

Net sales increased $457 million, or 22.3%, primarily due to increased customer demand in notebooks/mobile devices and data storage and servers within UK and Canada operations.

Previous wording

Gross profit dollars increased $38 million, or 14.0%, due to higher Net sales, partially offset by lower Gross profit margin. Gross profit margin decreased 110 basis points, to 19.2%, which is primarily attributed to mix into and lower margin in certain product categories.

Current wording

Gross profit dollars increased $64 million, or 15.2%, due to higher Net sales, partially offset by lower Gross profit margin. Gross profit margin decreased 120 basis points to 19.2%, which is primarily attributed to mix into and lower margin in certain product categories.

Previous wording

Operating income increased $17 million, or 20.6%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.

Current wording

Operating income increased $29 million, or 23.5%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.

Previous wording

We have included reconciliations of our non-GAAP financial measures to the most comparable GAAP financial measures for the three and six months ended June 30, 2026 and 2025 below.

Current wording

We have included reconciliations of our non-GAAP financial measures to the most comparable GAAP financial measures for the three and nine months ended September 30, 2026 and 2025 below.

Previous wording

(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.

Current wording

(1)Income tax on non-GAAP adjustments includes excess tax benefits or shortfalls associated with equity-based compensation.

Previous wording

(1)There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

Current wording

(1)There were 64 selling days for both the three months ended September 30, 2026 and 2025. There were 191 selling days for both the nine months ended September 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.

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 June 30, 2026, we had $1.7 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 12 months and thereafter; however, there are a number of factors that may negatively impact our available sources of funding and liquidity. 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 September 30, 2026, we had $1.5 billion of Cash and cash equivalents and $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 12 months and thereafter; however, there are a number of factors that may negatively impact our available sources of funding and liquidity. 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

As of June 30, 2026, we had total unsecured indebtedness of $5.8 billion, and we were in compliance with the covenants under our credit agreements and indentures.

Current wording

As of September 30, 2026, we had total unsecured indebtedness of $7.1 billion, and we were in compliance with the covenants under our credit agreements and indentures.

Previous wording

During the six months ended June 30, 2026, we repurchased 4.5 million shares of our common stock for $545 million under the share repurchase program. On May 13, 2026, we announced that our Board of Directors authorized a $1 billion increase to the 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 nine months ended September 30, 2026, we repurchased 5.3 million shares of our common stock for $653 million under the share repurchase program. On May 13, 2026, we announced that our Board of Directors authorized a $1 billion increase to the 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

On August 5, 2026, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.630 per share. The dividend will be paid on September 10, 2026 to all stockholders of record as of the close of business on August 25, 2026.

Current wording

On November 4, 2026, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.680 per share. The dividend will be paid on December 10, 2026 to all stockholders of record as of the close of business on November 25, 2026.

Previous wording

Net cash provided by operating activities decreased $223 million for the six months ended June 30, 2026 compared to June 30, 2025. This decrease was primarily attributable to Accounts receivable and Merchandise inventory, partially offset by Accounts payable-trade. The decrease from Accounts receivable was primarily due to timing of collections and increased sales activity. The decrease from Merchandise inventory was primarily due to customer-driven stocking positions as a result of higher demand and increased hardware cost. The increase from Accounts payable-trade was primarily due to timing of payments and increased sales activity.

Current wording

Cash flows from operating activities decreased $153 million for the nine months ended September 30, 2026 compared to September 30, 2025. This decrease was primarily attributable to Accounts receivable and Merchandise inventory, partially offset by Accounts payable-trade. The decrease from Accounts receivable was primarily due to timing of collections and increased sales activity. The decrease from Merchandise inventory was primarily due to customer-driven stocking positions as a result of higher demand, increased hardware cost, and inventory held under product financing arrangements. The increase from Accounts payable-trade was primarily due to timing of payments and increased sales activity.