CDW 10Q 2024 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35985

CDW CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						26-0273989
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 N. Milwaukee Avenue
Vernon Hills, Illinois						60061
(Address of principal executive offices)						(Zip Code)

(847) 465-6000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CDW	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 25, 2024, there were 133,264,062 shares of common stock, $0.01 par value, outstanding.

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	3
	Consolidated Statements of Operations for the Three and Nine Months Ended Se ptember 30, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	6
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
SIGNATURES		38

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements


CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars and shares in millions, except per share amounts)
	September 30, 2024		December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	946.7	$	588.7
Short-term investments	211.7		—
Accounts receivable, net of allowance for credit losses of $37.5 and $28.8, respectively	4,894.0		4,567.5
Merchandise inventory	682.5		668.1
Miscellaneous receivables	520.1		470.5
Prepaid expenses and other	406.6		410.2
Total current assets	7,661.6		6,705.0
Operating lease right-of-use assets	129.2		128.8
Property and equipment, net	193.1		195.5
Goodwill	4,424.5		4,413.4
Other intangible assets, net	1,259.7		1,369.7
Other assets	708.6		472.2
Total Assets	$	14,376.7	$	13,284.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable-trade	$	3,179.9	$	2,881.0
Accounts payable-inventory financing	357.0		430.9
Current maturities of long-term debt	423.2		613.1
Contract liabilities	474.7		487.4
Accrued expenses and other current liabilities:
Compensation	247.1		303.0
Advertising	148.4		119.9
Sales and income taxes	64.9		52.4
Other	563.4		554.3
Total current liabilities	5,458.6		5,442.0
Long-term liabilities:
Debt	5,607.5		5,031.8
Deferred income taxes	145.1		171.4
Operating lease liabilities	158.7		164.0
Other liabilities	657.5		432.9
Total long-term liabilities	6,568.8		5,800.1
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100.0 shares authorized; no shares issued or outstanding for both periods	—		—
Common stock, $0.01 par value, 1,000.0 shares authorized; 133.2 and 134.1 shares outstanding, respectively	1.3		1.3
Paid-in capital	3,807.2		3,691.3
Accumulated deficit	(1,350.9)		(1,525.5)
Accumulated other comprehensive loss	(108.3)		(124.6)
Total stockholders’ equity	2,349.3		2,042.5
Total Liabilities and Stockholders’ Equity	$	14,376.7	$	13,284.6

The accompanying notes are an integral part of the Consolidated Financial Statements.

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars and shares in millions, except per-share amounts) (unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	5,516.6	$	5,628.3	$	15,812.7	$	16,357.5
Cost of sales	4,315.9		4,400.6		12,365.6		12,858.9
Gross profit	1,200.7		1,227.7		3,447.1		3,498.6
Selling and administrative expenses	719.1		749.3		2,204.4		2,252.7
Operating income	481.6		478.4		1,242.7		1,245.9
Interest expense, net	(54.4)		(57.4)		(158.0)		(173.3)
Other income (expense), net	0.4		(1.2)		(0.8)		(3.1)
Income before income taxes	427.6		419.8		1,083.9		1,069.5
Income tax expense	(111.2)		(104.3)		(270.3)		(261.3)
Net income	$	316.4	$	315.5	$	813.6	$	808.2

Net income per common share:
Basic	$	2.37	$	2.35	$	6.07	$	6.00
Diluted	$	2.34	$	2.32	$	6.00	$	5.92

Weighted-average common shares outstanding:
Basic	133.5		134.1		134.0		134.8
Diluted	134.9		135.9		135.5		136.4

The accompanying notes are an integral part of the Consolidated Financial Statements.

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	316.4	$	315.5	$	813.6	$	808.2
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain from cash flow hedge	(7.6)		1.2		(5.7)		1.2
Reclassification of cash flow hedge to net income, net of tax	0.1		—		0.1		—
Foreign currency translation adjustments	34.2		(25.9)		21.9		1.7
Other comprehensive income (loss)	26.7		(24.7)		16.3		2.9
Comprehensive income	$	343.1	$	290.8	$	829.9	$	811.1

The accompanying notes are an integral part of the Consolidated Financial Statements.

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)
	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	813.6	$	808.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	205.8		202.6
Equity-based compensation expense	50.8		71.6
Deferred income taxes	(27.0)		(32.1)
Provision for credit losses	17.1		12.2
Other	3.3		22.9
Changes in assets and liabilities:
Accounts receivable	(320.9)		42.7
Merchandise inventory	(10.5)		96.1
Other assets	(313.9)		237.3
Accounts payable-trade	287.5		(273.3)
Other liabilities	226.2		(126.0)
Net cash provided by operating activities	932.0		1,062.2
Cash flows from investing activities:
Capital expenditures	(94.0)		(114.7)
Purchases of short-term investments	(211.1)		—
Acquisitions of businesses, net of cash acquired	(0.2)		(76.2)

Other	(0.2)		(5.0)
Net cash used in investing activities	(305.5)		(195.9)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—		207.6
Repayments of borrowings under revolving credit facility	—		(282.0)
Proceeds from issuance of long-term debt	1,197.8		—
Repayments of long-term debt	—		(100.0)
Payments to extinguish long-term debt	(778.8)		—
Payments of debt issuance costs	(10.4)		—
Repayments of receivable financing liability	(29.8)		(53.3)
Net change in accounts payable-inventory financing	(73.9)		165.4

Repurchases of common stock	(354.0)		(450.0)
Proceeds from stock option exercises	41.6		32.5
Payment of incentive compensation plan withholding taxes	(32.8)		(38.6)
Dividend payments	(249.0)		(238.4)
Other	18.6		17.1
Net cash used in financing activities	(270.7)		(739.7)
Effect of exchange rate changes on cash and cash equivalents	2.2		(1.1)
Net increase in cash and cash equivalents	358.0		125.5
Cash and cash equivalents—beginning of period	588.7		315.2
Cash and cash equivalents—end of period	$	946.7	$	440.7
Supplementary disclosure of cash flow information:
Interest paid	$	(146.9)	$	(141.2)
Income taxes paid, net	$	(279.1)	$	(285.1)

The accompanying notes are an integral part of the Consolidated Financial Statements.

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars and shares in millions) (unaudited)
	Three Months Ended September 30, 2024
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of June 30, 2024	133.6	$	1.3	$	3,789.9	$	(1,481.3)	$	(135.0)	$	2,174.9
Net income	—	—		—		316.4		—		316.4
Equity-based compensation expense	—	—		2.7		—		—		2.7
Stock option exercises	—	—		6.6		—		—		6.6
Coworker Stock Purchase Plan	0.1	—		7.5		—		—		7.5
Repurchases of common stock	(0.5)	—		—		(100.0)		—		(100.0)
Dividends paid ($0.62 per share)	—	—		0.5		(83.2)		—		(82.7)
Incentive compensation plan stock withheld for taxes	—	—		—		(2.1)		—		(2.1)
Unrealized loss from hedge accounting	—	—		—		—		(7.6)		(7.6)
Reclassification of cash flow hedge to net income	—	—		—		—		0.1		0.1
Foreign currency translation and other	—	—		—		(0.7)		34.2		33.5
Balance as of September 30, 2024	133.2	$	1.3	$	3,807.2	$	(1,350.9)	$	(108.3)	$	2,349.3


	Three Months Ended September 30, 2023
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of June 30, 2023	134.0	$	1.3	$	3,599.5	$	(1,862.8)	$	(124.8)	$	1,613.2
Net income	—	—		—		315.5		—		315.5
Equity-based compensation expense	—	—		26.0		—		—		26.0
Stock option exercises	0.3	—		12.0		—		—		12.0
Coworker Stock Purchase Plan	—	—		7.0		—		—		7.0
Repurchases of common stock	(0.3)	—		—		(53.9)		—		(53.9)
Dividends paid ($0.59 per share)	—	—		0.5		(79.6)		—		(79.1)
Incentive compensation plan stock withheld for taxes	—	—		—		(5.8)		—		(5.8)
Unrealized gain from hedge accounting	—	—		—		—		1.2		1.2

Foreign currency translation and other	—	—		—		(0.2)		(25.9)		(26.1)
Balance as of September 30, 2023	134.0	$	1.3	$	3,645.0	$	(1,686.8)	$	(149.5)	$	1,810.0

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars and shares in millions) (unaudited)
	Nine Months Ended September 30, 2024
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of December 31, 2023	134.1	$	1.3	$	3,691.3	$	(1,525.5)	$	(124.6)	$	2,042.5
Net income	—	—		—		813.6		—		813.6
Equity-based compensation expense	—	—		50.8		—		—		50.8
Stock option exercises	0.6	—		41.6		—		—		41.6
Coworker Stock Purchase Plan	0.1	—		21.9		—		—		21.9
Repurchases of common stock	(1.6)	—		—		(354.0)		—		(354.0)
Dividends paid ($1.86 per share)	—	—		1.6		(250.6)		—		(249.0)
Incentive compensation plan stock withheld for taxes	—	—		—		(32.8)		—		(32.8)
Unrealized loss from hedge accounting	—	—		—		—		(5.7)		(5.7)
Reclassification of cash flow hedge to net income	—	—		—		—		0.1		0.1
Foreign currency translation and other	—	—		—		(1.6)		21.9		20.3
Balance as of September 30, 2024	133.2	$	1.3	$	3,807.2	$	(1,350.9)	$	(108.3)	$	2,349.3


	Nine Months Ended September 30, 2023
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of December 31, 2022	135.5	$	1.4	$	3,518.1	$	(1,763.8)	$	(152.4)	$	1,603.3
Net income	—	—		—		808.2		—		808.2
Equity-based compensation expense	—	—		71.6		—		—		71.6
Stock option exercises	0.8	—		32.5		—		—		32.5
Coworker Stock Purchase Plan	0.1	—		21.4		—		—		21.4
Repurchases of common stock	(2.4)	(0.1)		—		(449.9)		—		(450.0)
Dividends paid ($1.77 per share)	—	—		1.4		(239.8)		—		(238.4)
Incentive compensation plan stock withheld for taxes	—	—		—		(38.6)		—		(38.6)
Unrealized gain from hedge accounting	—	—		—		—		1.2		1.2

Foreign currency translation and other	—	—		—		(2.9)		1.7		(1.2)

Balance as of September 30, 2023	134.0	$	1.3	$	3,645.0	$	(1,686.8)	$	(149.5)	$	1,810.0

The accompanying notes are an integral part of the Consolidated Financial Statements.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW Corporation (“Parent”), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in the United States (“US”), the United Kingdom (“UK”) and Canada. The Company’s 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.

Throughout this report, the terms the “Company” and “CDW” refer to Parent and its subsidiaries.

Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations and does not hold any material assets or engage in any business activities or operations.

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 (the “Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the US Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The presentation of the Consolidated Financial Statements requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company’s financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “December 31, 2023 Consolidated Financial Statements”). The significant accounting policies and estimates used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2023 Consolidated Financial Statements.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

2. Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact this ASU will have on its disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses included in a segment’s profit or loss measure on an annual and interim basis. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

periods within fiscal years beginning after December 15, 2024. Entities are required to apply the amendments on a retrospective basis. The Company is currently evaluating the impact this ASU will have on its disclosures.

3. Accounts Receivable and Contract Balances

Accounts Receivable

The following table details the total accounts receivable recognized and the related classification on the Consolidated Balance Sheets:


	September 30, 2024		December 31, 2023
Accounts receivable, current(1)	$	4,894.0	$	4,567.5
Accounts receivable, noncurrent(2)	639.4		337.5
Total accounts receivable	$	5,533.4	$	4,905.0

(1)Accounts receivable, current are presented within Accounts receivable, net of allowance for credit losses on the Consolidated Balance Sheets.

(2)Accounts receivable, noncurrent are presented within Other assets on the Consolidated Balance Sheets.

From time to time, the Company transfers certain accounts receivable, without recourse, to third-party financial companies as a method to reduce the Company’s credit exposure and accelerate cash collections. Such transfers are recognized as a sale and the related accounts receivable are derecognized from the Consolidated Balance Sheet upon receipt of payment from the third-party financing company. During the nine months ended September 30, 2024 and 2023, the Company sold approximately $337 million and $382 million of accounts receivable, respectively.

Contract Balances

Contract assets and liabilities represent the difference in the timing of revenue recognition from receipt of cash from customers. Contract assets represent revenue recognized on performance obligations satisfied or partially satisfied for which the Company has no unconditional right to consideration. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The following table details information about the Company’s contract balances recognized on the Consolidated Balance Sheets:


	September 30, 2024		December 31, 2023
Contract assets(1)	$	91.0	$	111.8
Contract liabilities(2)(3)	$	505.0	$	527.4

(1)Contract assets are presented within Prepaid expenses and other on the Consolidated Balance Sheets.

(2)Includes $30 million and $40 million of long-term contract liabilities that are presented within Other liabilities on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively.

(3)For both the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $293 million related to its contract liabilities that were included in the beginning balance of the respective periods.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of September 30, 2024 related to non-cancelable services contracts whereby the Company is acting as the principal and the duration is longer than 12 months, which is expected to be recognized over future periods.


	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	108.3	$	64.6	$	30.3	$	11.5

4. Inventory Financing Agreements

The Company has entered into agreements with financial institutions to facilitate the purchase of inventory from designated suppliers under certain terms and conditions to enhance liquidity. Under these agreements, the Company

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

receives extended payment terms and agrees to pay the financial institutions a stated amount of confirmed invoices from its designated suppliers. The Company does not incur any interest or other incremental expenses associated with these agreements as balances are paid when they are due. Additionally, the Company has no involvement in establishing the terms or conditions of the arrangements between its suppliers and the financial institutions.

The amounts outstanding under these agreements as of September 30, 2024 and December 31, 2023 were $357 million and $431 million, respectively, and are separately presented as Accounts payable-inventory financing on the Consolidated Balance Sheets. The majority of such outstanding amounts relates to a floorplan sub-facility that is incorporated in the Company’s Revolving Loan Facility, as defined within Note 5 (Debt). A portion of the Company’s availability under the Revolving Loan Facility is reserved to cover the obligation to pay the financial institution. For additional information regarding the Revolving Loan Facility, see Note 5 (Debt).

5. Debt


				September 30, 2024		December 31, 2023
	Maturity Date	Interest Rate		Amount		Amount
Credit Facility

Senior unsecured revolving loan facility	December 2026	Variable		$	—	$	—


Term Loan
Senior unsecured term loan facility	December 2026	Variable		634.5		634.5

Unsecured Senior Notes
Senior notes due 2024	December 2024	5.500	%	183.5		575.0
Senior notes due 2025	May 2025	4.125	%	211.1		600.0
Senior notes due 2026	December 2026	2.670	%	1,000.0		1,000.0
Senior notes due 2028	April 2028	4.250	%	600.0		600.0
Senior notes due 2028	December 2028	3.276	%	500.0		500.0
Senior notes due 2029	February 2029	3.250	%	700.0		700.0
Senior notes due 2030	March 2030	5.100	%	600.0		—
Senior notes due 2031	December 2031	3.569	%	1,000.0		1,000.0
Senior notes due 2034	August 2034	5.550	%	600.0		—
Total unsecured senior notes				5,394.6		4,975.0

Receivable financing liability				28.0		56.9
Other long-term obligations				8.4		6.9
Unamortized debt issuance costs and discount				(34.8)		(28.4)
Current maturities of long-term debt				(423.2)		(613.1)
Total long-term debt				$	5,607.5	$	5,031.8

As of September 30, 2024, the Company is in compliance with the covenants under its credit agreements and indentures.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Credit Facility

The Company has a variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”) from which it may draw tranches denominated in US dollars, British pounds or Euros. The interest rate is based on Secured Overnight Financing Rate (“SOFR”) plus a spread adjustment and a margin based on the Company’s senior unsecured rating. The Revolving Loan Facility is used by the Company for borrowings, issuances of letters of credit and floorplan financing. As of September 30, 2024, the Company could have borrowed up to an additional $1.3 billion under the Revolving Loan Facility. As of September 30, 2024, the Revolving Loan Facility had $346 million reserved for the floorplan sub-facility.

Term Loan

The senior unsecured term loan facility (the “Term Loan Facility”) has a variable interest rate. The interest rate is based on SOFR plus a spread adjustment and a margin based on the Company’s senior unsecured rating. No mandatory payments are required on the remaining principal amount until its maturity date on December 1, 2026.

Unsecured Senior Notes

The unsecured senior notes have a fixed interest rate, which is paid semi-annually.

Receivable Financing

The receivable financing liability relates to certain accounts receivable transferred to third-party financial institutions that did not qualify as a sale under the terms of the agreements. While the terms of such agreements are on a nonrecourse basis, the transfers of accounts receivable could not achieve certain criteria that would allow derecognition of the accounts receivable. The proceeds from these arrangements are recognized as a liability and the associated accounts receivable remains on the Consolidated Balance Sheet until the liability is settled. The Company did not execute any transfers under these agreements during the nine months ended September 30, 2024.

Debt Issuances and Extinguishments

On August 22, 2024, the Company completed the issuance of $600 million aggregate principal amount of 5.100% Senior Notes due 2030 (the “2030 Notes”) at 99.889% of par and $600 million aggregate principal amount of 5.550% Senior Notes due 2034 (the “2034 Notes”) at 99.742% of par (collectively, the “Notes”). Interest on the 2030 Notes is payable semi-annually on March 1 and September 1 of each year. Interest on the 2034 Notes is payable semi-annually on February 22 and August 22 of each year. The net proceeds from the Notes issuance were used to fund the settlement of the concurrent cash tender offer and the payment of related accrued and unpaid interest, fees and expenses and general corporate purposes, including the redemption of the remaining 5.500% Senior Notes due 2024 and the repayment at maturity of the remaining 4.125% Senior Notes due 2025.

On August 22, 2024, concurrent with the Notes issuance, the Company completed a cash tender offer for $391 million and $389 million of the outstanding aggregate principal amounts under its 5.500% Senior Notes due 2024 and the 4.125% Senior Notes due 2025, respectively, plus accrued and unpaid interest, fees and expenses. In connection with the cash tender offer, the Company recognized an immaterial net gain on extinguishment of debt, which is presented within Other income (expense), net on the Consolidated Statements of Operations.

Fair Value

The fair values of the unsecured senior notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets. The fair value of the Term Loan Facility was estimated using dealer quotes and other market observable inputs for comparable liabilities. The unsecured senior notes and Term Loan Facility were classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan Facility approximates fair value.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

The approximate fair values and related carrying values of the Company’s long-term debt, including current maturities and excluding unamortized discount and unamortized debt issuance costs, were as follows:


	September 30, 2024		December 31, 2023
Fair value	$	5,895.2	$	5,348.2
Carrying value	$	6,065.5	$	5,673.3

6. Fair Value Measurements and Financial Instruments

Derivative Instruments

The Company may use derivative financial instruments to manage its exposure to interest rate risk. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The following sections detail the Company’s derivative financial instruments.

Interest Rate Collars

The Company’s variable interest rate debt creates interest rate risk. The Company has interest rate collar agreements that provide for a contractually specified interest rate cap and an interest rate floor based on SOFR. The Company receives payment from the counterparty if SOFR is greater than the cap or pays the counterparty if SOFR is below the floor. If SOFR is between the floor and cap, no payment is due to either party. There were no new interest rate collar agreements executed during the nine months ended September 30, 2024.

As of September 30, 2024 and December 31, 2023, the interest rate collar agreements were classified within Long-term liabilities - Other liabilities on the Consolidated Balance Sheets for which the fair value was not material. The total notional amount of the interest rate collar agreements was $400 million as of September 30, 2024 and December 31, 2023, and these agreements mature on September 30, 2026.

The fair values of the Company’s interest rate collar agreements are classified as Level 2 in the fair value hierarchy. The valuation of the interest rate collar agreements is derived using a discounted cash flow analysis on the expected cash receipts or cash disbursements that would occur if variable interest rates rise above or fall below the strike rates of the interest rate cap and interest rate floor, respectively. This analysis reflects the contractual terms of the interest rate collar agreements, including the period to maturity, and uses observable market-based inputs, including SOFR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third-party credit data provider.

The interest rate collars are designated as cash flow hedges. The changes in the fair value of derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss (“AOCL”) and are subsequently reclassified into Interest expense, net in the period when the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2024 and 2023, the changes in fair value for the effective portion of the derivative financial instruments and the reclassification from AOCL to Interest expense, net were not material.

Treasury Locks

The Company used treasury lock agreements to manage interest rate risk in advance of the issuance of fixed rate debt. During the three months ended September 30, 2024, the Company executed and settled treasury lock agreements for a total notional value of $600 million, concurrent with the issuance of unsecured senior notes. The treasury lock agreements were settled at an immaterial loss. For additional information regarding the issuance of the unsecured senior notes, see Note 5 (Debt).

The treasury lock agreements were designated as cash flow hedges. The loss on the settlement was recorded to AOCL and is subsequently reclassified into Interest expense, net over the term of the debt in the same period during which the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2024, the reclassification from AOCL to Interest expense, net was not material.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Short-term Investments

Short-term investments, which have a maturity that extends beyond three months but within one year, is comprised of a certificate of deposit. As of September 30, 2024, the amortized cost of the certificate of deposit was $212 million and is classified within Short-term investments on the Consolidated Balance Sheets. The fair value of the short-term investment approximates the carrying value due to its short-term nature and is classified as a Level 2 in the fair value hierarchy.

7. Income Taxes

Income tax expense was $111 million and $104 million for the three months ended September 30, 2024 and 2023, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.0% and 24.8% for the three months ended September 30, 2024 and 2023, respectively.

Income tax expense was $270 million and $261 million for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate was 24.9% and 24.4% for the nine months ended September 30, 2024 and 2023, respectively.

The effective tax rate for both the three and nine months ended September 30, 2024 and 2023 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.

8. Earnings Per Share

The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period.

A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Basic weighted-average shares outstanding	133.5	134.1	134.0	134.8
Effect of dilutive securities(1)	1.4	1.8	1.5	1.6
Diluted weighted-average shares outstanding(2)	134.9	135.9	135.5	136.4

(1)The dilutive effect of outstanding stock options, restricted stock units, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.

(2)There were fewer than 0.2 million potential common shares excluded from diluted weighted-average shares outstanding for both the three and nine months ended September 30, 2024 and 2023. Inclusion of these common shares in diluted weighted-average shares outstanding would have had an anti-dilutive effect.

9. Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company’s business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.

As of September 30, 2024, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s Consolidated Financial Statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

The Company received a Civil Investigative Demand, issued by the Department of Justice (“DOJ”) on June 11, 2024, in connection with a False Claims Act investigation. The DOJ requested information relating to bids the Company submitted for contracts funded in whole or in part by the Schools and Libraries Program (E-Rate Program). The Company is cooperating with the DOJ and, at this stage of the investigation, is unable to assess the probability of any outcome or the range of possible loss, if any.

10. Segment Information

The Company’s segment information reflects the way the chief operating decision maker uses internal reporting to evaluate business performance, allocate resources and manage operations.

The Company has three reportable segments: Corporate, which is primarily comprised of private sector business customers with more than 250 employees in the US, Small Business, which is primarily comprised of private sector business customers with up to 250 employees in the US, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has two other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”).

The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution and fulfillment services to support the Corporate, Small Business and Public segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to all of these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal and coworker services. Headquarters function costs that are not allocated to the segments are included under the heading of “Headquarters” in the tables below.

Information about the Company’s segments is as follows:


	Corporate		Small Business		Public		Other		Headquarters		Total
Three Months Ended September 30, 2024
Net sales	$	2,161.2	$	379.7	$	2,335.7	$	640.0	$	—	$	5,516.6
Operating income (loss)	209.0		45.6		240.2		32.5		(45.7)		481.6
Depreciation and amortization expense	(18.8)		(0.9)		(14.2)		(6.9)		(28.3)		(69.1)

Three Months Ended September 30, 2023
Net sales	$	2,226.5	$	378.4	$	2,422.1	$	601.3	$	—	$	5,628.3
Operating income (loss)	211.1		45.3		237.1		30.3		(45.4)		478.4
Depreciation and amortization expense	(19.8)		(1.2)		(13.7)		(7.4)		(23.9)		(66.0)

Nine Months Ended September 30, 2024
Net sales	$	6,492.3	$	1,143.5	$	6,303.7	$	1,873.2	$	—	$	15,812.7
Operating income (loss)	584.0		137.7		575.4		82.0		(136.4)		1,242.7
Depreciation and amortization expense	(57.9)		(2.7)		(41.9)		(21.1)		(82.2)		(205.8)

Nine Months Ended September 30, 2023
Net sales	$	6,675.2	$	1,186.0	$	6,530.0	$	1,966.3	$	—	$	16,357.5
Operating income (loss)	610.9		129.2		574.9		99.2		(168.3)		1,245.9
Depreciation and amortization expense	(62.2)		(3.6)		(44.1)		(22.7)		(70.0)		(202.6)

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Geographic Areas and Revenue Mix


	Three Months Ended September 30, 2024
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	2,149.4	$	373.0	$	2,333.8	$	6.9	$	4,863.1
Rest of World	11.8		6.7		1.9		633.1		653.5
Total Net sales	$	2,161.2	$	379.7	$	2,335.7	$	640.0	$	5,516.6

Major Product and Services
Hardware	$	1,468.6	$	294.7	$	1,742.8	$	452.5	$	3,958.6
Software	458.4		60.3		427.0		102.6		1,048.3
Services	218.9		20.4		161.0		81.6		481.9
Other(2)	15.3		4.3		4.9		3.3		27.8
Total Net sales	$	2,161.2	$	379.7	$	2,335.7	$	640.0	$	5,516.6

Sales by Channel
Corporate	$	2,161.2	$	—	$	—	$	—	$	2,161.2
Small Business	—		379.7		—		—		379.7
Government	—		—		691.0		—		691.0
Education	—		—		995.7		—		995.7
Healthcare	—		—		649.0		—		649.0
Other	—		—		—		640.0		640.0
Total Net sales	$	2,161.2	$	379.7	$	2,335.7	$	640.0	$	5,516.6

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	1,799.8	$	328.1	$	2,053.4	$	539.7	$	4,721.0
Transferred at a point in time where CDW is agent	197.5		37.0		160.0		33.6		428.1
Transferred over time where CDW is principal	163.9		14.6		122.3		66.7		367.5
Total Net sales	$	2,161.2	$	379.7	$	2,335.7	$	640.0	$	5,516.6

(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)


	Three Months Ended September 30, 2023
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	2,206.8	$	370.3	$	2,419.4	$	7.3	$	5,003.8
Rest of World	19.7		8.1		2.7		594.0		624.5
Total Net sales	$	2,226.5	$	378.4	$	2,422.1	$	601.3	$	5,628.3

Major Product and Services
Hardware	$	1,570.8	$	300.4	$	1,883.4	$	426.8	$	4,181.4
Software	423.6		59.5		407.1		106.8		997.0
Services	216.5		13.9		126.5		64.4		421.3
Other(2)	15.6		4.6		5.1		3.3		28.6
Total Net sales	$	2,226.5	$	378.4	$	2,422.1	$	601.3	$	5,628.3

Sales by Channel
Corporate	$	2,226.5	$	—	$	—	$	—	$	2,226.5
Small Business	—		378.4		—		—		378.4
Government	—		—		775.7		—		775.7
Education	—		—		1,026.7		—		1,026.7
Healthcare	—		—		619.7		—		619.7
Other	—		—		—		601.3		601.3
Total Net sales	$	2,226.5	$	378.4	$	2,422.1	$	601.3	$	5,628.3

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	1,861.9	$	333.1	$	2,169.3	$	520.3	$	4,884.6
Transferred at a point in time where CDW is agent	192.9		37.1		143.9		25.8		399.7
Transferred over time where CDW is principal	171.7		8.2		108.9		55.2		344.0
Total Net sales	$	2,226.5	$	378.4	$	2,422.1	$	601.3	$	5,628.3

(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)


	Nine Months Ended September 30, 2024
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	6,448.0	$	1,125.9	$	6,298.6	$	20.3	$	13,892.8
Rest of World	44.3		17.6		5.1		1,852.9		1,919.9
Total Net sales	$	6,492.3	$	1,143.5	$	6,303.7	$	1,873.2	$	15,812.7

Major Product and Services
Hardware	$	4,466.4	$	902.0	$	4,855.4	$	1,342.8	$	11,566.6
Software	1,312.1		173.7		992.6		299.9		2,778.3
Services	668.1		54.7		441.6		221.7		1,386.1
Other(2)	45.7		13.1		14.1		8.8		81.7
Total Net sales	$	6,492.3	$	1,143.5	$	6,303.7	$	1,873.2	$	15,812.7

Sales by Channel
Corporate	$	6,492.3	$	—	$	—	$	—	$	6,492.3
Small Business	—		1,143.5		—		—		1,143.5
Government	—		—		1,873.4		—		1,873.4
Education	—		—		2,609.9		—		2,609.9
Healthcare	—		—		1,820.4		—		1,820.4
Other	—		—		—		1,873.2		1,873.2
Total Net sales	$	6,492.3	$	1,143.5	$	6,303.7	$	1,873.2	$	15,812.7

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	5,409.5	$	997.0	$	5,561.3	$	1,593.8	$	13,561.6
Transferred at a point in time where CDW is agent	585.5		110.3		402.7		95.6		1,194.1
Transferred over time where CDW is principal	497.3		36.2		339.7		183.8		1,057.0
Total Net sales	$	6,492.3	$	1,143.5	$	6,303.7	$	1,873.2	$	15,812.7

(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)


	Nine Months Ended September 30, 2023
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	6,620.0	$	1,170.6	$	6,525.8	$	21.2	$	14,337.6
Rest of World	55.2		15.4		4.2		1,945.1		2,019.9
Total Net sales	$	6,675.2	$	1,186.0	$	6,530.0	$	1,966.3	$	16,357.5

Major Product and Services
Hardware	$	4,686.6	$	952.6	$	5,130.8	$	1,379.9	$	12,149.9
Software	1,265.4		174.3		982.7		383.4		2,805.8
Services	675.4		45.1		402.3		193.8		1,316.6
Other(2)	47.8		14.0		14.2		9.2		85.2
Total Net sales	$	6,675.2	$	1,186.0	$	6,530.0	$	1,966.3	$	16,357.5

Sales by Channel
Corporate	$	6,675.2	$	—	$	—	$	—	$	6,675.2
Small Business	—		1,186.0		—		—		1,186.0
Government	—		—		2,008.4		—		2,008.4
Education	—		—		2,719.2		—		2,719.2
Healthcare	—		—		1,802.4		—		1,802.4
Other	—		—		—		1,966.3		1,966.3
Total Net sales	$	6,675.2	$	1,186.0	$	6,530.0	$	1,966.3	$	16,357.5

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	5,614.6	$	1,053.3	$	5,858.6	$	1,718.1	$	14,244.6
Transferred at a point in time where CDW is agent	563.3		106.8		362.1		80.9		1,113.1
Transferred over time where CDW is principal	497.3		25.9		309.3		167.3		999.8
Total Net sales	$	6,675.2	$	1,186.0	$	6,530.0	$	1,966.3	$	16,357.5

(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

The following tables present Net sales by major category for the three and nine months ended September 30, 2024 and 2023. Categories are based upon internal classifications.


	Three Months Ended September 30,
	2024				2023
	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Hardware:
Notebooks/Mobile Devices	$	1,370.4	24.8	%	$	1,228.9	21.8	%
Netcomm Products	667.6		12.1		877.1		15.6
Collaboration	460.3		8.3		490.1		8.7
Data Storage and Servers	506.0		9.2		575.6		10.2
Desktops	291.4		5.3		264.6		4.7
Other Hardware	662.9		12.1		745.1		13.3
Total Hardware	3,958.6		71.8		4,181.4		74.3

Software(1)	1,048.3		19.0		997.0		17.7
Services(1)	481.9		8.7		421.3		7.5
Other(2)	27.8		0.5		28.6		0.5
Total Net sales	$	5,516.6	100.0	%	$	5,628.3	100.0	%

	Nine Months Ended September 30,
	2024				2023
	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Hardware:
Notebooks/Mobile Devices	$	3,949.9	25.0	%	$	3,614.4	22.1	%
Netcomm Products	1,877.1		11.9		2,538.0		15.5
Collaboration	1,364.9		8.6		1,499.7		9.2
Data Storage and Servers	1,593.2		10.1		1,653.6		10.1
Desktops	845.3		5.3		827.3		5.1
Other Hardware	1,936.2		12.2		2,016.9		12.3
Total Hardware	11,566.6		73.1		12,149.9		74.3

Software(1)	2,778.3		17.6		2,805.8		17.2
Services(1)	1,386.1		8.8		1,316.6		8.0
Other(2)	81.7		0.5		85.2		0.5
Total Net sales	$	15,812.7	100.0	%	$	16,357.5	100.0	%

(1)Certain software and services revenues are recorded on a net basis as the Company is acting as an agent in the transaction. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.

(2)Includes items such as delivery charges to customers.

11. Subsequent Event

On October 7, 2024, the Company redeemed the remaining outstanding 5.500% Senior Notes due 2024, which were scheduled to mature on December 1, 2024, at par for $184 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “us,” “the Company,” “our,” “CDW” and similar terms refer to CDW Corporation and its subsidiaries. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” at the end of this discussion.

Overview

CDW Corporation (“Parent”), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to small, medium and large 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.

We have three reportable segments: Corporate, Small Business and Public. Our Corporate segment primarily serves US private sector business customers with more than 250 employees. Our Small Business segment primarily serves US private sector business customers with up to 250 employees. Our Public segment is comprised of government agencies and education and healthcare institutions in the US. We also have two other operating segments: CDW UK and CDW Canada, each of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”).

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 11,200 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers, software publishers and cloud providers (collectively, our “vendor partners”), 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.

We may sell all or only select products that our vendor partners offer. Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to helping our customers determine the best software solutions for their needs, we help them manage their software agreements, including warranties and renewals. A significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising programs with our vendor partners. These programs are at the discretion of our vendor partners and are typically tied to sales or other commitments to be met by us within a specified period of time.

Trends and Key Factors Affecting our Financial Performance

We believe the following key factors may have a meaningful impact on our business performance, influencing our ability to generate sales and achieve our targeted financial and operating results:

•General economic conditions are a key factor affecting our results as they can impact our customers’ willingness and ability to spend on information technology. Macroeconomic uncertainty persists as a result of the inflationary environment and corresponding level of interest rates driven by monetary policy. The uncertainty in the current economic environment resulted in, and may continue to result in, a delay, pause or reduction of investments in technology by our customers.

•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, resulting in a more measured approach to their IT spending. We have orchestrated solutions by leveraging security, software and hybrid and cloud offerings to help customers achieve their objectives.

•Changes and uncertainty related to spending policies, budget priorities, timing and funding levels, including current and future stimulus packages, 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, current

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and future budget priorities and funding levels for government, healthcare and education customers may be adversely affected, leading to lower IT spend.

•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, generative 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 as customers prioritize spend that will produce the most important outcomes for their business.

Key Business Metrics

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.

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.”

The results of certain key business metrics for the comparative periods are as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions, except per share amounts and percentages)	2024			2023			2024			2023
Net sales	$	5,516.6		$	5,628.3		$	15,812.7		$	16,357.5
Gross profit	$	1,200.7		$	1,227.7		$	3,447.1		$	3,498.6
Gross profit margin	21.8		%	21.8		%	21.8		%	21.4		%
Operating income	$	481.6		$	478.4		$	1,242.7		$	1,245.9
Operating income margin	8.7		%	8.5		%	7.9		%	7.6		%
Non-GAAP operating income	$	534.0		$	556.3		$	1,447.8		$	1,520.4
Non-GAAP operating income margin	9.7		%	9.9		%	9.2		%	9.3		%
Net income	$	316.4		$	315.5		$	813.6		$	808.2
Non-GAAP net income	$	354.9		$	369.4		$	954.5		$	997.1
Net income per diluted share	$	2.34		$	2.32		$	6.00		$	5.92
Non-GAAP net income per diluted share	$	2.63		$	2.72		$	7.04		$	7.31
Average daily sales(1)	$	86.2		$	89.3		$	82.4		$	85.6

(1)Defined as Net sales divided by the number of selling days. There were 64 and 63 selling days for the three months ended September 30, 2024 and 2023, respectively. There were 192 and 191 selling days for the nine months ended September 30, 2024 and 2023, respectively.


(dollars in millions)	September 30, 2024		September 30, 2023
Net debt(1)	$	4,872.3	$	5,260.8
Cash conversion cycle (in days)(2)	17		15
Net cash provided by operating activities	$	932.0	$	1,062.2
Adjusted free cash flow(3)	$	764.1	$	1,112.9

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

(2)Defined as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable-trade and Accounts payable-inventory financing, based on a rolling three-month average.

(3)Defined as Net cash provided by operating activities less Capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.

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Results of Operations

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, 2024 and 2023 are below. For additional information on Net sales and Operating income by segment, see the “Segment Results of Operations.”


	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in millions, except percentages)	2024			2023			% Change		2024			2023			% Change
Net sales	$	5,516.6		$	5,628.3		(2.0)	%	$	15,812.7		$	16,357.5		(3.3)	%
Cost of sales	4,315.9			4,400.6			(1.9)		12,365.6			12,858.9			(3.8)
Gross profit	1,200.7			1,227.7			(2.2)		3,447.1			3,498.6			(1.5)
Gross profit margin	21.8		%	21.8		%			21.8		%	21.4		%
Selling and administrative expenses	719.1			749.3			(4.0)		2,204.4			2,252.7			(2.1)
Operating income	481.6			478.4			0.7		1,242.7			1,245.9			(0.3)
Operating income margin	8.7		%	8.5		%			7.9		%	7.6		%
Interest expense, net	(54.4)			(57.4)			(5.2)		(158.0)			(173.3)			(8.8)
Other income (expense), net	0.4			(1.2)			nm*		(0.8)			(3.1)			(74.2)
Income before income taxes	427.6			419.8			1.9		1,083.9			1,069.5			1.3
Income tax expense	(111.2)			(104.3)			6.6		(270.3)			(261.3)			3.4
Net income	$	316.4		$	315.5		0.3	%	$	813.6		$	808.2		0.7	%

*nm - Not meaningful

Three months ended September 30, 2024 compared with the three months ended September 30, 2023

Net sales decreased $112 million, or 2.0%, with lower Net sales in the Public and Corporate segments, partially offset by UK and Canadian operations. The decrease was primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $27 million, or 2.2%, primarily due to lower Net sales across various hardware categories, partially offset by increased netted down revenue. Gross profit margin, expressed as Gross profit as a percentage of Net sales, remained consistent at 21.8%.

Selling and administrative expenses decreased $30 million, or 4.0%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Operating income increased $3 million, or 0.7%, to $482 million for the three months ended September 30, 2024 compared to $478 million for the three months ended September 30, 2023.

Interest expense, net includes interest expense and interest income. Interest expense, net decreased $3 million, or 5.2%, primarily due to increased interest income earned on higher average cash balances, partially offset by increased interest expense on higher debt levels.

Income tax expense increased $7 million, or 6.6%. The effective tax rate, expressed by calculating income tax expense as a percentage of Income before income taxes, was 26.0% and 24.8% for the three months ended September 30, 2024 and 2023, respectively. The increase in the effective tax rate was primarily attributable to lower excess tax benefits on equity-based compensation.

Nine months ended September 30, 2024 compared with the nine months ended September 30, 2023

Net sales decreased $545 million, or 3.3%, with lower Net sales across all operating segments. The decrease was primarily due to a decrease in netcomm and collaboration products, partially offset by an increase in notebooks/mobile devices. Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $52 million, or 1.5%. Gross profit margin, expressed as Gross profit as a percentage of Net sales, increased 40 basis points primarily driven by a higher contribution of netted down revenue, primarily software as a service, partially offset by an increased mix into notebooks/mobile devices.

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Selling and administrative expenses decreased $48 million, or 2.1%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures, and lower workplace optimization costs, partially offset by increased transformation and other related costs.

Operating income decreased $3 million, or 0.3%, to $1,243 million for the nine months ended September 30, 2024 compared to $1,246 million for the nine months ended September 30, 2023.

Interest expense, net decreased $15 million, or 8.8%, primarily due to increased interest income earned on higher average cash balances and decreased interest expense on lower average debt levels during 2024, partially offset by higher variable interest rate on the senior unsecured term loan.

Income tax expense increased $9 million, or 3.4%. The effective tax rate was 24.9% and 24.4% for the nine months ended September 30, 2024 and 2023, respectively. The increase in the effective tax rate was primarily attributable to lower excess tax benefits on equity-based compensation.

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Segment Results of Operations

Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar, percentage and average daily sales percentage change in Net sales by segment are as follows:


	Three Months Ended September 30,
	2024				2023
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change(1)		Average Daily Sales Percent Change(1)
Corporate	$	2,161.2	39.2	%	$	2,226.5	39.6	%	$	(65.3)	(2.9)	%	(4.4)	%

Small Business	379.7		6.9		378.4		6.7		1.3		0.3		(1.2)

Public:
Government	691.0		12.5		775.7		13.8		(84.7)		(10.9)		(12.3)
Education	995.7		18.0		1,026.7		18.2		(31.0)		(3.0)		(4.5)
Healthcare	649.0		11.8		619.7		11.0		29.3		4.7		3.1
Total Public	2,335.7		42.3		2,422.1		43.0		(86.4)		(3.6)		(5.1)

Other	640.0		11.6		601.3		10.7		38.7		6.4		4.8

Total Net sales	$	5,516.6	100.0	%	$	5,628.3	100.0	%	$	(111.7)	(2.0)	%	(3.5)	%

	Nine Months Ended September 30,
	2024				2023
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change(1)		Average Daily Sales Percent Change(1)
Corporate	$	6,492.3	41.1	%	$	6,675.2	40.8	%	$	(182.9)	(2.7)	%	(3.2)	%

Small Business	1,143.5		7.2		1,186.0		7.3		(42.5)		(3.6)		(4.1)

Public:
Government	1,873.4		11.8		2,008.4		12.3		(135.0)		(6.7)		(7.2)
Education	2,609.9		16.5		2,719.2		16.6		(109.3)		(4.0)		(4.5)
Healthcare	1,820.4		11.5		1,802.4		11.0		18.0		1.0		0.5
Total Public	6,303.7		39.8		6,530.0		39.9		(226.3)		(3.5)		(4.0)

Other	1,873.2		11.9		1,966.3		12.0		(93.1)		(4.7)		(5.2)

Total Net sales	$	15,812.7	100.0	%	$	16,357.5	100.0	%	$	(544.8)	(3.3)	%	(3.8)	%

(1)There were 64 and 63 selling days for the three months ended September 30, 2024 and 2023, respectively. There were 192 and 191 selling days for the nine months ended September 30, 2024 and 2023, respectively. Average daily sales is defined as Net sales divided by the number of selling days.

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Operating income by segment, in dollars and as a percentage of Net sales by segment, and the year-over-year percentage change are as follows:


	Three Months Ended September 30,
	2024				2023
(dollars in millions)	Operating Income		Percentage of Segment Net Sales		Operating Income		Percentage of Segment Net Sales		Percent Change in Operating Income
Segments:(1)
Corporate	$	209.0	9.7	%	$	211.1	9.5	%	(1.0)	%
Small Business	45.6		12.0		45.3		12.0		0.7
Public	240.2		10.3		237.1		9.8		1.3
Other(2)	32.5		5.1		30.3		5.0		7.3
Headquarters(3)	(45.7)		nm*		(45.4)		nm*		(0.7)
Total Operating income	$	481.6	8.7	%	$	478.4	8.5	%	0.7	%

	Nine Months Ended September 30,
	2024				2023
(dollars in millions)	Operating Income		Percentage of Segment Net Sales		Operating Income		Percentage of Segment Net Sales		Percent Change in Operating Income
Segments:(1)
Corporate	$	584.0	9.0	%	$	610.9	9.2	%	(4.4)	%
Small Business	137.7		12.0		129.2		10.9		6.6
Public	575.4		9.1		574.9		8.8		0.1
Other(2)	82.0		4.4		99.2		5.0		(17.3)
Headquarters(3)	(136.4)		nm*		(168.3)		nm*		19.0
Total Operating income	$	1,242.7	7.9	%	$	1,245.9	7.6	%	(0.3)	%

* nm - Not meaningful

(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.

(2)Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.

(3)Includes headquarters function costs that are not allocated to the segments.

Three months ended September 30, 2024 compared with the three months ended September 30, 2023

Corporate segment Net sales decreased $65 million, or 2.9%, primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. As a result, Gross profit dollars also decreased.

Corporate segment Operating income decreased $2 million, or 1.0%, primarily due to lower Gross profit dollars, partially offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Small Business segment Net sales remained relatively consistent with an increase of $1 million, or 0.3%, primarily due to an increase in services, partially offset by a decrease in data storage and servers. As a result, Gross profit dollars remained relatively consistent.

Small Business segment Operating income remained relatively consistent for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 with an increase of $0.3 million or 0.7%.

Public segment Net sales decreased $86 million, or 3.6%, primarily due to a decrease across various hardware categories. Most notably, netcomm products decreased within the Healthcare and Education sales channels, data storage and servers decreased within the Government sales channel and various other hardware products decreased across all sales channels. These decreases were partially offset by an increase in notebooks/mobile devices within the Education and Healthcare sales channels. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

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Public segment Operating income increased $3 million, or 1.3%, as Gross profit dollars declined but were more than offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Net sales in Other, which is comprised of results from our UK and Canadian operations, increased $39 million, or 6.4%, primarily due to an increase in data storage and servers and services related to UK and Canadian operations. As a result, Gross profit dollars also increased.

Other Operating income increased $2 million, or 7.3%, primarily due to higher Gross profit dollars, partially offset by higher payroll expenses and increased transformation and other related costs.

Nine months ended September 30, 2024 compared with the nine months ended September 30, 2023

Corporate segment Net sales decreased $183 million, or 2.7%, primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Corporate segment Operating income decreased $27 million, or 4.4%, primarily due to lower Gross profit dollars, partially offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Small Business segment Net sales decreased $43 million, or 3.6%, primarily due to a decline across all hardware categories, partially offset by an increase in services. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Small Business segment Operating income increased $9 million, or 6.6%, as Gross profit dollars declined but were more than offset by a decrease across various selling and administrative expenses.

Public segment Net sales decreased $226 million, or 3.5%, primarily due to a decrease across various hardware categories. Most notably, netcomm products decreased across all sales channels and collaboration products decreased within the Education sales channel, partially offset by an increase in notebooks/mobile devices across all sales channels. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Public segment Operating income remained consistent for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 with an increase of $1 million, or 0.1%, as Gross profit dollars declined but were more than offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Net sales in Other, which is comprised of results from our UK and Canadian operations, decreased $93 million, or 4.7%, primarily due to a decrease in software related to the UK operations. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Other Operating income decreased $17 million, or 17.3%, primarily due to increased transformation initiative expense and less favorable bad debt expense for expected credit losses.

Non-GAAP Financial Measure Reconciliations

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.

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.”

Non-GAAP operating income excludes, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, acquisition and integration expenses, transformation initiatives and workplace optimization. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP net income and Non-GAAP net income per diluted share exclude, among other things, charges related to acquisition-related intangible asset amortization, equity-based compensation, acquisition and integration

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expenses, transformation initiatives, workplace optimization and the associated tax effects of each. Net sales on a constant currency basis is defined as Net sales excluding the impact of foreign currency translation on Net sales. Free cash flow is defined as Net cash provided by operating activities less capital expenditures. Adjusted free cash flow is defined as Free cash flow adjusted to include certain cash flows from financing activities incurred in the normal course of operations or as capital expenditures.

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.

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, 2024 and 2023 below.

Non-GAAP operating income and Non-GAAP operating income margin


	Three Months Ended September 30,
(dollars in millions)	2024		Percentage of Net Sales		2023		Percentage of Net Sales		Percent Change
Operating income, as reported	$	481.6	8.7	%	$	478.4	8.5	%	0.7	%
Amortization of intangibles(1)	37.7				37.3
Equity-based compensation	2.7				26.0
Transformation initiatives(2)	8.3				6.4
Acquisition and integration expenses	0.5				7.1
Workplace optimization(3)	2.2				(0.4)
Other adjustments	1.0				1.5
Non-GAAP operating income	$	534.0	9.7	%	$	556.3	9.9	%	(4.0)	%

	Nine Months Ended September 30,
(dollars in millions)	2024		Percentage of Net Sales		2023		Percentage of Net Sales		Percent Change
Operating income, as reported	$	1,242.7	7.9	%	$	1,245.9	7.6	%	(0.3)	%
Amortization of intangibles(1)	113.2				116.2
Equity-based compensation	50.8				71.6
Transformation initiatives(2)	23.1				16.0
Acquisition and integration expenses	2.1				24.7
Workplace optimization(3)	9.5				42.5
Other adjustments	6.4				3.5
Non-GAAP operating income	$	1,447.8	9.2	%	$	1,520.4	9.3	%	(4.8)	%

(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

(2)Includes costs related to strategic transformation initiatives focused on optimizing various operations and systems.

(3)Includes costs related to the workforce reduction program and charges related to the reduction of our real estate lease portfolio.

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Non-GAAP net income and Non-GAAP net income per diluted share


	Three Months Ended September 30,
	2024						2023
(dollars and shares in millions, except per share amounts)	Income before income taxes		Income tax expense(1)		Net income		Income before income taxes		Income tax expense(1)		Net income		Net Income Percent Change
US GAAP, as reported	$	427.6	$	(111.2)	$	316.4	$	419.8	$	(104.3)	$	315.5	0.3	%
Amortization of intangibles(2)	37.7		(9.8)		27.9		37.3		(9.7)		27.6
Equity-based compensation	2.7		(0.3)		2.4		26.0		(10.3)		15.7
Transformation initiatives(3)	8.3		(2.1)		6.2		6.4		(1.7)		4.7
Acquisition and integration expenses	0.5		(0.1)		0.4		7.1		(1.8)		5.3
Workplace optimization(4)	2.2		(0.6)		1.6		(0.4)		—		(0.4)

Other adjustments	0.1		(0.1)		—		1.5		(0.5)		1.0
Non-GAAP	$	479.1	$	(124.2)	$	354.9	$	497.7	$	(128.3)	$	369.4	(3.9)	%

Net income per diluted share, as reported					$	2.34					$	2.32
Non-GAAP net income per diluted share					$	2.63					$	2.72
Shares used in computing US GAAP and Non-GAAP net income per diluted share					134.9						135.9

	Nine Months Ended September 30,
	2024						2023
(dollars and shares in millions, except per share amounts)	Income before income taxes		Income tax expense(1)		Net income		Income before income taxes		Income tax expense(1)		Net income		Net Income Percent Change
US GAAP, as reported	$	1,083.9	$	(270.3)	$	813.6	$	1,069.5	$	(261.3)	$	808.2	0.7	%
Amortization of intangibles(2)	113.2		(29.4)		83.8		116.2		(30.2)		86.0
Equity-based compensation	50.8		(23.4)		27.4		71.6		(32.7)		38.9

Transformation initiatives(3)	23.1		(6.0)		17.1		16.0		(4.2)		11.8
Acquisition and integration expenses	2.1		(0.5)		1.6		24.7		(6.4)		18.3
Workplace optimization(4)	9.5		(2.5)		7.0		42.5		(11.1)		31.4

Other adjustments	5.5		(1.5)		4.0		3.5		(1.0)		2.5
Non-GAAP	$	1,288.1	$	(333.6)	$	954.5	$	1,344.0	$	(346.9)	$	997.1	(4.3)	%

Net income per diluted share, as reported					$	6.00					$	5.92
Non-GAAP net income per diluted share					$	7.04					$	7.31
Shares used in computing US GAAP and Non-GAAP net income per diluted share					135.5						136.4

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

(2)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

(3)Includes costs related to strategic transformation initiatives focused on optimizing various operations and systems.

(4)Includes costs related to the workforce reduction program and charges related to the reduction of our real estate lease portfolio.

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Net sales on a constant currency basis


	Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in millions)	2024		2023		Percent Change(1)		Average Daily % Change(1)		2024		2023		Percent Change(1)		Average Daily % Change(1)
Net sales, as reported	$	5,516.6	$	5,628.3	(2.0)	%	(3.5)	%	$	15,812.7	$	16,357.5	(3.3)	%	(3.8)	%
Foreign currency translation(2)	—		6.6						—		27.2
Net sales, on a constant currency basis	$	5,516.6	$	5,634.9	(2.1)	%	(3.6)	%	$	15,812.7	$	16,384.7	(3.5)	%	(4.0)	%

(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the current year.

Free cash flow and Adjusted free cash flow


	Nine Months Ended September 30,
(dollars in millions)	2024		2023
Net cash provided by operating activities	$	932.0	$	1,062.2
Capital expenditures	(94.0)		(114.7)
Free cash flow	838.0		947.5
Net change in accounts payable - inventory financing	(73.9)		165.4

Adjusted free cash flow(1)	$	764.1	$	1,112.9

(1)Defined as Net cash provided by operating activities less capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.

Seasonality

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.

Liquidity and Capital Resources

Overview

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, 2024, 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.

Long-Term Debt and Financing Arrangements

As of September 30, 2024, we had total unsecured indebtedness of $6.0 billion, and we were in compliance with the covenants under our credit agreements and indentures.

During the third quarter of 2024, we issued $600 million aggregate principal amount of 5.100% Senior Notes due 2030 and $600 million aggregate principal amount of 5.550% Senior Notes due 2034 (collectively, the “Notes”). Concurrent with the Notes issuance, we settled a cash tender offer for $391 million and $389 million of the outstanding aggregate principal amounts under the 5.500% Senior Notes due 2024 and the 4.125% Senior Notes due 2025, respectively.

We may from time to time repurchase one or more series of our outstanding unsecured senior notes, depending on market conditions, contractual commitments, our capital needs and other factors. Repurchases of our senior notes may be made by

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open market or privately negotiated transactions and may be pursuant to Rule 10b5-1 plans or otherwise. On October 7, 2024, we redeemed the remaining outstanding 5.500% Senior Notes due 2024, which were scheduled to mature on December 1, 2024, at par for $184 million.

For additional information regarding our debt and refinancing activities, see Note 5 (Debt) to the accompanying Consolidated Financial Statements.

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions to enhance liquidity. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense or other incremental expenses associated with these agreements as balances are paid when they are due. For additional information, see Note 4 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.

Share Repurchase Program

During the nine months ended September 30, 2024, we repurchased 1.6 million shares of our common stock for $354 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.”

Dividends

A summary of 2024 dividend activity for our common stock is as follows:

Dividend Amount

Declaration Date

Record Date

Payment Date

$0.620

February 6, 2024

February 26, 2024

March 12, 2024

$0.620

April 30, 2024

May 24, 2024

June 11, 2024

$0.620

July 30, 2024

August 26, 2024

September 10, 2024

On October 30, 2024, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.625 per share. The dividend will be paid on December 10, 2024 to all stockholders of record as of the close of business on November 25, 2024.

The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions (including in current or future agreements governing our indebtedness), restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant.

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Cash Flows

Cash flows from operating, investing and financing activities are as follows:


	Nine Months Ended September 30,
(dollars in millions)	2024		2023
Net cash provided by operating activities	$	932.0	$	1,062.2

Investing Activities:
Capital expenditures	(94.0)		(114.7)
Purchases of short-term investments	(211.1)		—

Other cash flows used in investing activities	(0.4)		(81.2)
Net cash used in investing activities	(305.5)		(195.9)

Financing Activities:
Net change in accounts payable - inventory financing	(73.9)		165.4

Other cash flows used in financing activities	(196.8)		(905.1)
Net cash used in financing activities	(270.7)		(739.7)

Effect of exchange rate changes on cash and cash equivalents	2.2		(1.1)
Net increase in cash and cash equivalents	$	358.0	$	125.5

Operating Activities

Cash flows from operating activities are as follows:


	Nine Months Ended September 30,
(dollars in millions)	2024		2023		Change
Net income	$	813.6	$	808.2	$	5.4
Adjustments for the impact of non-cash items(1)	250.0		277.2		(27.2)
Net income adjusted for the impact of non-cash items	1,063.6		1,085.4		(21.8)
Changes in assets and liabilities:
Accounts receivable(2)	(320.9)		42.7		(363.6)
Merchandise inventory(3)	(10.5)		96.1		(106.6)
Accounts payable-trade(4)	287.5		(273.3)		560.8
Other(5)	(87.7)		111.3		(199.0)
Net cash provided by operating activities	$	932.0	$	1,062.2	$	(130.2)

(1)Includes items such as depreciation and amortization, deferred income taxes, provision for credit losses and equity-based compensation expense.

(2)The change is primarily due to timing of collections, including multi-year transactions.

(3)The change is primarily due to customer-driven stocking positions.

(4)The change is primarily due to timing of payments, including multi-year transactions.

(5)The change is primarily due to higher vendor receivables in 2024.

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In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average. Components of our cash conversion cycle are as follows:


	September 30,
(in days)	2024	2023
Days of sales outstanding (DSO)(1)	79	73
Days of supply in inventory (DIO)(2)	14	14
Days of purchases outstanding (DPO)(3)	(76)	(72)
Cash conversion cycle	17	15

(1)Represents the rolling three-month average of the balance 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.

(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.

(3)Represents the rolling three-month average of the combined balance 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.

The cash conversion cycle increased to 17 days at September 30, 2024, compared to 15 days at September 30, 2023. The overall increase was primarily driven by an increase in DSO due to multi-year transactions and timing of collections. This was partially offset by an increase in DPO due to multi-year transactions and timing of payments. 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.

Investing Activities

Net cash used in investing activities increased $110 million for the nine months ended September 30, 2024 compared to September 30, 2023. This increase was primarily due to purchases of short-term investments with no similar activity in the prior year, partially offset by cash flows for acquisitions in 2023.

Financing Activities

Net cash used in financing activities decreased $469 million for the nine months ended September 30, 2024 compared to September 30, 2023. This decrease was primarily driven by the Notes issuance and lower share repurchases, partially offset by the payments related to the settlement on the cash tender offer and decreased activity associated with inventory financing arrangements. For additional information regarding the inventory financing agreements, see Note 4 (Inventory Financing Agreements) and for debt activities, see Note 5 (Debt) to the accompanying Consolidated Financial Statements.

Issuers and Guarantors of Debt Securities

Each series of our outstanding unsecured senior notes (the “Notes”) are issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and are 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.

The Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and are:

•structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; and

•rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future unsecured senior debt.

The following tables set forth Balance Sheet information as of September 30, 2024 and December 31, 2023, and Statement of Operations information for the nine months ended September 30, 2024 and for the year ended December 31, 2023. The financial information includes the accounts of the Issuers and the accounts of the Guarantors (the “Obligor Group”). The financial information of the Obligor Group is presented on a combined basis and the intercompany balances and transactions between the Obligor Group have been eliminated.

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Balance Sheet Information


(dollars in millions)	September 30, 2024		December 31, 2023
Current assets	$	6,678.6	$	5,770.0

Goodwill	3,940.7		3,939.7
Other assets	2,093.4		1,978.4
Total Non-current assets	6,034.1		5,918.1

Current liabilities	4,980.8		4,975.4

Long-term debt	5,607.3		5,031.4
Other liabilities	878.0		697.7
Total Long-term liabilities	$	6,485.3	$	5,729.1

Statement of Operations Information


(dollars in millions)	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Net sales	$	13,913.7	$	18,759.4
Gross profit	3,079.0		4,106.4
Operating income	1,170.0		1,507.3
Net income	762.2		945.6

Commitments and Contingencies

The information set forth in Note 9 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Critical Accounting Policies and Estimates

Our critical accounting policies have not changed from those reported in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements

The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results or events and estimates of amounts not yet determinable. These statements also relate to our future prospects, growth, developments and business strategies. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report.

These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “goal,” “intend,” “plan,” “potential,” “predict,” “project,” “target” and similar terms and phrases or future or conditional verbs such as “could,” “may,” “should,” “will,” and “would.” However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those that we expected.

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled “Trends and Key Factors Affecting our Financial Performance” above, the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023 and from time to

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time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission (“SEC”) filings and public communications. These factors include, among others, inflationary pressures; level of interest rates; CDW’s relationships with vendor partners and terms of their agreements; continued innovations in technology by CDW’s vendor partners; the use or capabilities of artificial intelligence; substantial competition that could reduce CDW’s market share; the continuing development, maintenance and operation of CDW’s information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to provide high-quality services to CDW’s customers; potential losses of any key personnel, significant increases in labor costs or ineffective workforce management; potential adverse occurrences at one of CDW’s primary facilities or third-party data centers, including as a result of climate change; increases in the cost of commercial delivery services or disruptions of those services; CDW’s exposure to accounts receivable and inventory risks; future acquisitions or alliances; fluctuations in CDW’s operating results; fluctuations in foreign currency; global and regional economic and political conditions, including the impact of pandemics such as COVID-19 and armed conflicts; potential interruptions of the flow of products from suppliers; decreases in spending on technology products and services, including impacts of adverse change in government spending policies; potential failures to comply with Public segment contracts or applicable laws and regulations; current and future legal proceedings, investigations and audits, including intellectual property infringement claims; changes in laws, including regulations or interpretations thereof, or the potential failure to meet stakeholder expectations on environmental sustainability and corporate responsibility matters; CDW’s level of indebtedness; restrictions imposed by agreements relating to CDW’s indebtedness on its operations and liquidity; failure to maintain the ratings assigned to CDW’s debt securities by rating agencies; changes in, or the discontinuation of, CDW’s share repurchase program or dividend payments; and other risk factors or uncertainties identified from time to time in CDW’s filings with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by those cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not reflect all of the factors that could cause actual results or events to differ from our expectations. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Quantitative and Qualitative Disclosures of Market Risks” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. As of September 30, 2024, there have been no material changes in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 9 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in “Part I, Item 1. Financial Statements” of this report is incorporated herein by reference.

Item 1A. Risk Factors

See “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

Information relating to the Company’s purchases of its common stock during the three months ended September 30, 2024 is as follows:


Period	Total Number of Shares Purchased (in millions)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (in millions)	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1) (in millions)
July 1 through July 31, 2024	0.1	$	226.39	0.1	$	816.1
August 1 through August 31, 2024	0.3	219.09		0.3	761.9
September 1 through September 30, 2024	0.1	218.99		0.1	733.5
Total	0.5			0.5

(1)The amounts presented in this column are the remaining total authorized value to be spent after each month’s repurchases.

On February 7, 2024, we announced that our Board of Directors authorized a $750 million increase to our share repurchase program (which was incremental to the amount remaining under the $750 million authorization announced on February 8, 2023) under which we may repurchase shares of our common stock from time to time in privately negotiated transactions, open market purchases or other transactions as permitted by securities laws and other legal requirements. The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to share price, regulatory requirements and capital availability. The program does not require the purchase of any minimum dollar amount or number of shares, and the program may be modified, suspended or discontinued at any time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit						Description

4.1						Eighteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank Trust Company, National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.

4.2						Form of 5.100% Senior Note (included as Exhibit A to Exhibit 4.1), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.

4.3						Nineteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank Trust Company, National Association as trustee, previously filed as Exhibit 4.4 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.

4.4						Form of 5.550% Senior Note (included as Exhibit A to Exhibit 4.3), previously filed as Exhibit 4.5 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.

10.1						Letter Agreement, dated as of October 24, 2024, by and between CDW Corporation and Christina M. Corley, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on October 25, 2024 and incorporated herein by reference.

31.1*						Certification of Chief Executive Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.

31.2*						Certification of Chief Financial Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.

32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350.

32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350.

101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*						Cover Page Interactive Data File (embedded within the Inline XBRL document).

________________

* Filed herewith

** These items are furnished and not filed.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CDW CORPORATION

Date:

October 30, 2024

By:

/s/ Albert J. Miralles

Albert J. Miralles

Senior Vice President and Chief Financial Officer

(Duly authorized officer and principal financial officer)

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