CDW (CDW) 10-K risk factor changes: FY2021 vs FY2020

While some of these restrictions have been lifted or eased in certain jurisdictions, [removed: the resurgence of COVID-19 in] other [removed: jurisdictions has slowed,] [added: restrictions such as vaccine mandates] and [removed: in some cases reversed,] [added: testing requirements have been newly imposed, and] the [removed: reopening process.][added: recovery process is uncertain.]

[added: We have experienced and could continue to experience disruptions, including as a result of resurgences of COVID-19, that prevent us from meeting the demands of our] customers, such as product constraints from our vendor partners and wholesale distributors and other disruptions to our supply chain, disruptions in or restrictions on the ability of our coworkers to work effectively, temporary closures of our distribution facilities, modifications in the operation of facilities that remain open and disruptions of commercial delivery services.

The impact of COVID-19 and measures implemented to slow the spread have caused and could continue to cause delay in, or limit the ability of, our customers to [added: place orders for our products and services and] make timely payments to us and could materially increase our [added: labor, logistics and other] costs.

The extent to which the COVID-19 pandemic continues to impact our business, results of operations, cash flows, financial condition and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the [removed: duration, the severity] [added: ultimate duration] and [removed: further spread] [added: severity] of the [removed: outbreak,] [added: pandemic,] future resurgences and [removed: reimplementation] [added: emergences] of [removed: closures,] [added: new variants of] the [added: virus, the] availability, efficacy and acceptance of a [removed: vaccine,] [added: vaccine] and [added: treatments,] actions taken to contain the [removed: virus,] [added: virus including reimplementation of closures,] and the effectiveness of these [removed: actions] [added: actions,] and how quickly and to what extent normal economic and operating conditions can resume and be sustained.

Our solutions portfolio includes products [added: and services] from OEMs, software publishers and cloud providers.

We are authorized by these vendor partners to sell all or some of their products [added: and services] via direct marketing activities.

Our authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, [added: services performance commitments,] price protection policies, purchase discounts and vendor partner programs and funding, including purchase rebates, sales volume rebates, purchasing incentives and cooperative advertising reimbursements.

[removed: In addition, a reduction in the amount or a change in the terms of credit granted to us by our vendor partners could increase our] need for, and the cost of, working capital and could have an adverse effect on our business, results of operations or cash flows, particularly given our level of indebtedness.

Although we purchase from a diverse vendor base, in [removed: 2020,] [added: 2021,] products we purchased from wholesale distributors Ingram [removed: Micro, SYNNEX] [added: Micro] and [removed: Tech Data each] [added: TD SYNNEX, together,] represented [removed: approximately 10%] [added: over 30%] of total US purchases.

In addition, sales of products manufactured by Apple, Cisco, Dell EMC, HP Inc., Lenovo and Microsoft, whether purchased directly from these vendor partners or from a wholesale distributor, represented [removed: approximately 60%] [added: over 50%] of our [removed: 2020] [added: 2021] consolidated Net sales.

Sales of products manufactured by Dell EMC and [removed: HP Inc.] [added: Lenovo] represented [removed: approximately 25%] [added: over 20%] of our [removed: 2020] [added: 2021] consolidated Net sales.

The loss of, or change in business relationship with, any of these or any other [added: wholesale distributors or] key vendor partners, or the diminished availability of their products, including due to backlogs for their products, could reduce the supply and increase the cost of products we sell and negatively impact our competitive position.

Further, the sale, spin-off or combination of any of our [added: wholesale distributors or key] vendor partners and/or certain of their business units, including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, or our [removed: ability] [added: inability] to develop relationships with [removed: and sell hardware, software and services from] new and emerging vendors and vendors that we have not historically represented in the marketplace, could have an adverse impact on our business, results of operations or cash flows.

Our sales are dependent on continued innovations in hardware, software and services [removed: offerings] by our vendor partners and the competitiveness of their offerings, and our ability to partner with new and emerging technology providers.

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software and [removed: services offerings,] [added: services,] such as cloud-based solutions, including Software as a Service [removed: ("SaaS"),] [added: (“SaaS”),] Infrastructure as a Service [removed: ("IaaS")] [added: (“IaaS”)] and Platform as a Service [removed: ("PaaS");] [added: (“PaaS”);] Device as a Service [removed: ("DaaS");] [added: (“DaaS”);] the Internet of Things [removed: ("IoT");] [added: (“IoT”);] and artificial [removed: intelligence.][added: intelligence (“AI”).]

We have been and will continue to be dependent on innovations in hardware, software and [removed: services offerings,] [added: services,] as well as the acceptance of those innovations by customers.

In addition, if we are unable to [added: anticipate and expand our capabilities to] keep [removed: up] [added: pace] with changes in technology and new hardware, software and [removed: services offerings,] [added: services,] for example by providing the appropriate training to our account managers, [removed: sales] technology specialists and engineers to enable them to effectively sell and deliver such new offerings to customers, our business, results of operations or cash flows could be adversely affected.

To the extent that a [removed: vendor's] [added: vendor’s] offering that is in high demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, [removed: or if we are unable to develop relationships with new technology providers or companies that we have not historically represented,] our business, results of operations or cash flows could be adversely impacted.

- [removed: resellers,] [added: resellers and service providers,] such as Computacenter, Connection, ePlus, Insight Enterprises, NTT, [added: Optiv,] Presidio, SCC, Softchoice, World Wide Technology and many smaller [removed: resellers;][added: resellers and service providers;]

We expect the competitive landscape to continue to evolve as new technologies and consumption models [removed: are developed,] [added: emerge,] such as cloud-based and other [removed: "as] [added: “as] a [removed: service"] [added: service”] solutions, hyper-converged infrastructure and embedded software solutions.

We focus on [removed: offering a] [added: providing] high [removed: level of] [added: quality] service to gain new customers and retain existing customers.

[added: If such a reduction in prices] occurs and we are unable to attract new customers and sell increased quantities of products, our sales growth and profitability could be adversely affected.

Our success is dependent on the accuracy, proper utilization and continuing [added: operation,] maintenance and development of our information technology systems, including our business systems, such as our sales, customer management, financial and accounting, marketing, purchasing, warehouse management, e-commerce and mobile systems, as well as our operational platforms, including voice and data networks and power systems.

Any disruption to or infiltration of our information technology systems could significantly harm our [added: reputation,] business [removed: or] [added: and] results of [removed: operations.][added: operations due to failure to comply with customer, partner, legal or regulatory obligations.]

Our business involves the [added: handling,] storage and transmission of proprietary information and sensitive or confidential data, including personal information of coworkers, [removed: customers] [added: customers, partners] and others.

Additionally, third parties, such as data center colocation and hosted solution partners, provide services to us and [added: also provide services] as a component of our services delivery to customers.

These third parties [added: or others that are a part of our supply chain] could also be a source of security risk in the event of a failure [removed: of] [added: to protect] their own [added: products,] security systems and [removed: infrastructure.][added: infrastructure and we may not be able to control the manner in which these third parties respond to any security breach.]

We have privacy and data security policies, practices and controls in place that are designed to prevent security breaches; however, as newer technologies evolve, [added: as more business is conducted on line] and [added: remotely, and as] the portfolio of the service providers we [removed: share] [added: exchange] confidential [removed: information with, or from which we acquire] [added: information,] software and/or hardware [removed: for our own internal use, expands as our business grows and the complexity of our business overall increases, and as more business activities have shifted online due to the COVID-19 pandemic,] [added: with expands,] we [removed: could be] [added: are] exposed to increased risks from breaches in security, including those [added: arising] from human error, negligence or mismanagement or from illegal or fraudulent acts, such as cyberattacks.

The evolving nature of threats to data security, in light of new and sophisticated methods used by criminals and cyberterrorists, state-sponsored organizations and nation-states, including computer viruses, malware, [added: ransomware,] phishing, misrepresentation, social engineering and forgery, make it increasingly challenging to anticipate and adequately mitigate these [removed: risks.][added: threats should they materialize.]

Security breaches could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal [removed: information,] [added: information (including those under the European Union General Data Protection Regulation and the California Consumer Privacy Act), significant remediation costs] as well as the loss of existing or potential customers [removed: and] [added: and, ultimately,] damage to our brand and reputation.

The cost and operational consequences of implementing further data protection measures could [added: also] be significant.

If we or our third-party service providers fail to provide high-quality services to our customers, our reputation, [added: brand,] business, results of operations or cash flows could be adversely affected.

Our services include [removed: field] [added: professional] services, managed services, warranties, configuration services, partner services and telecom services.

[added: We also offer] certain services, such as implementation and installation services and repair services, to our customers through various third-party service providers engaged to perform these services on our behalf.

If we lose any of our key personnel, [removed: or] are unable to attract and retain the talent required for our business, our [added: labor costs significantly increase or if our approach to workforce management is ineffective, our] business could be disrupted and our financial performance could suffer.

Our success is heavily dependent upon our ability to attract, develop, engage and retain key personnel to [removed: manage] [added: manage, lead, innovate] and grow our business, including our key executive, management, sales, services and technical coworkers.

Our future success will depend to a significant extent on the efforts of our [removed: Chief Executive Officer,] [added: leadership team,] as well as the [removed: continued service and support of our other executive officers and the] effectiveness of our succession [removed: planning.][added: planning and efforts to develop and promote top talent.]

If we are unable to attract, develop, engage and retain key personnel, [added: or if] our [added: approach to workforce management is ineffective, our] relationships with our vendor partners and customers and our ability to expand our offerings of value-added services and solutions could be adversely affected.

If the warehouse and distribution equipment or operations at one of our distribution centers were to be seriously damaged or disrupted by a natural [removed: disaster] [added: disaster, which may increase in number] or [added: severity as a result of climate change, or] other adverse occurrence, including disruption related to political or social unrest, we could utilize another distribution center or third-party distributors to ship products to our customers.

In addition, we operate numerous facilities which may contain both business-critical data and confidential information of our customers and third parties, such as data center colocation and hosted solution partners, [added: and third-parties] provide services as a component of our services delivery to customers.

As long as the pandemic continues, our coworkers will continue to be exposed to health risks, and we could be negatively impacted in the future if a significant number of our coworkers, or coworkers who perform critical functions, become unable to work as a result of exposure to COVID-19.

In addition, we may experience inflationary pressures, resulting in increased product prices that we may be unable to pass on to our customers.

In addition, a reduction in the amount or a change in the terms of credit granted to us by our vendor partners could increase our

Our continued competitiveness depends upon our ability to anticipate and evolve at pace and scale with new technologies, services and solutions through strategic and timely investments in innovation, expansion of offerings and the capabilities necessary to implement them.

- provide the means to effectively manage global operations across time zones;

- keep pace with changes and innovation and compete effectively;

- effectuate comprehensive and reliable data collection, maintenance and governance;

Although we have not experienced a material security breach to date, we regularly experience malicious attacks and other attempts to gain authorized access to our systems.

While we maintain insurance coverages that are intended to address certain aspects of data security, such insurance may be insufficient to cover all losses or all types of claims that may arise.

The proposed federal vaccinate mandate, along with any other vaccine requirements applicable to our coworkers, and the uncertainty and unpredictability of the COVID-19 environment, could make it more difficult to attract or retain key personnel.

In order to attract, retain and motivate key personnel in a competitive marketplace, it is important to provide a competitive compensation package.

If our compensation package is not viewed as being competitive, our ability to attract, retain and motivate key personnel could be adversely affected.

Additionally, as minimum wage rates increase or related laws and regulations change, we have and may need to continue to increase not only the wage rates of our minimum wage coworkers, but also the wages paid to our other hourly or salaried coworkers.

We have observed an overall tightening and increasingly competitive labor market, in particular with highly skilled technology specialists and engineers.

A sustained labor shortage or increased turnover rates within our coworker base, whether caused by COVID-19 or as a result of general macroeconomic factors occurring throughout the US economy, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain coworkers, and could adversely affect our business, results of operations or cash flows.

Additionally, if we fail to effectively manage our workforce, we may need to terminate or reposition coworkers within our Company to eliminate an abundance of or to reconfigure resources, which could damage our coworker relations and our ability to attract and retain key personnel.

We also from time to time take advantage of cost savings associated with certain opportunistic bulk inventory purchases offered by our vendor partners or we

Achieving the anticipated benefits of the Sirius acquisition remains subject to a number of uncertainties.

On December 1, 2021, the Company completed its acquisition of Sirius (the “Sirius Acquisition”).

Risks and uncertainties associated with the integration of Sirius include, among other things, our ability to retain key personnel and maintain relationships with customers, suppliers and other third parties.

Moreover, achieving the anticipated benefits of the Sirius Acquisition is subject to a number of uncertainties, including that the anticipated benefits may not be fully realized or may take longer to realize than expected, that the Sirius Acquisition may not be accretive to the extent anticipated, and that the Company’s acquisition and integration of Sirius may involve unanticipated liabilities and costs.

Failure to achieve the anticipated benefits of the Sirius Acquisition in the expected timeframe or at all could materially adversely affect our business, results of operations, cash flows and common stock price.

Moreover, supply chain disruptions during the COVID-19 pandemic have caused and could continue to cause us to experience more volatility in our level of inventory and delays in completion of orders and installations for our customers.

Our sales are impacted by customer spending decisions on technology, including refresh decisions, customer initiatives that drive technology spending and customer budget priorities.

Sales to public sector customers are highly regulated and present risks and challenges not present in private commercial agreements.

For example, a subsidiary of the Company received a Civil Investigative Demand dated September 20, 2021 from the US Department of Justice (“DOJ”) in connection with a False Claims Act investigation.

The DOJ has requested information related to teaming agreements with OEMs.

For example, we may be subject to increased costs and use of operational resources associated with complying with any new climate-related laws and regulations.

Additionally, the hardware, software and services we offer increasingly utilize new and evolving technologies such as artificial intelligence (“AI”), which presents risks and challenges that could result in legal liability.

Additionally, there is increased focus by stakeholders on environmental sustainability and corporate responsibility matters, including climate change response, packaging and waste reduction, energy consumption, and diversity, equity and inclusion.

Our disclosure on these matters and our failure, or perceived failure, to meet our commitments or otherwise effectively address these matters may erode customer trust or confidence, particularly if they receive considerable publicity or result in litigation, and could have a negative impact on our business.

- engage in sale leaseback transactions.

In addition, major debt rating agencies regularly evaluate our debt based on a number of factors.

We may not be able to maintain our existing ratings, and the failure to do so could increase the cost of servicing certain of our existing indebtedness, and make it more difficult to raise debt financing on favorable terms in the future.

The United Kingdom’s Financial Conduct Authority, which regulates the LIBOR administrator, previously announced that all LIBOR settings will either cease to be provided or no longer be representative (i) after December 31, 2021, in the case of the one-week and two-month US dollar LIBOR tenors and all tenors of non-US dollar LIBOR, and (ii) after June 30, 2023, in the case of the overnight and one-, three-, six-, and 12-month US dollar LIBOR tenors.

SOFR has a limited history, having been first published in April 2018.

The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise.

Future levels of SOFR may bear little or no relation to historical levels of SOFR, LIBOR or other rates.

These provisions could also discourage

We could experience disruptions, including as a result of resurgences of COVID-19, that prevent us from meeting the demands of our

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

If such a reduction in prices

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

We also offer

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

We have two warehouse and distribution facilities in the US and one in the UK.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

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An agreement was reached between the UK and the EU in relation to their future relationship in certain areas, which included a new trade and cooperation agreement relating principally to the free trade in goods (the "EU-UK Trade and Cooperation Agreement").

While the EU-UK Trade and Cooperation Agreement provides clarity in respect of the free trade in goods between the UK and the EU, there remain uncertainties related to the stability and effects of the new relationship.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Sales to public sector customers are highly regulated.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Furthermore, these laws and regulations are evolving and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance.

- pay dividends or make distributions to holders of our capital stock or to make certain other restricted payments or investments;

- repurchase or redeem capital stock;

- make loans, capital expenditures or investments or acquisitions;

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

- transfer or sell assets, including capital stock of subsidiaries; and

- prepay, repurchase or redeem debt.

If we were unable to repay those amounts, the lenders under our senior credit facilities could proceed against the collateral granted to them to secure our borrowings thereunder.

We have pledged a significant portion of our assets as collateral under our senior credit facilities.

In addition, under our Revolving Loan, we are permitted to borrow an aggregate amount of up to $1.5 billion.

However, our ability to borrow under our Revolving Loan is limited by a borrowing base and a liquidity condition.

The borrowing base at any time equals the sum of up to 85% of CDW LLC and its subsidiary guarantors' eligible accounts receivable (net of accounts receivable reserves) (up to 30% of such eligible accounts receivable which can consist of federal government accounts receivable) plus the lesser of (i) 75% of CDW LLC and its subsidiary guarantors' eligible inventory (valued at cost and net of inventory reserves) and (ii) the product of 85% multiplied by the net orderly liquidation value percentage multiplied by eligible inventory (valued at cost and net of inventory reserves), less reserves (other than accounts reserves and inventory reserves).

The borrowing base in effect as of December 31, 2020 was $2.2 billion and, therefore, did not restrict our ability to borrow under our Revolving Loan as of that date.

Our ability to borrow under our Revolving Loan is also limited by a minimum liquidity condition, which provides that, if excess cash availability is less than the lesser of (i) $125 million and (ii) the greater of (A) 10% of the borrowing base and (B) $100 million, the lenders are not required to lend any additional amounts under our Revolving Loan unless the consolidated fixed charge coverage ratio (as defined in the credit agreement for our Revolving Loan) is at least 1.00 to 1.00.

It is an event of default under our Revolving Loan if our excess cash availability and consolidated fixed charge coverage ratio remain below such levels for a period of five or more consecutive business days.

Moreover, our Revolving Loan provides discretion to the agent bank acting on behalf of the lenders to impose additional availability reserves, which could materially impair the amount of borrowings that would otherwise be available to us.

We cannot make any assurances that the agent bank will not impose such reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.

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principal, premium, if any, and interest on our indebtedness.

Our senior credit facilities restrict our ability to dispose of assets and use the proceeds from the disposition.

The United Kingdom's Financial Conduct Authority, which regulates the LIBOR administrator, previously announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021.

However, for US dollar LIBOR, it now appears that the relevant date may be deferred to June 30, 2023 for the most common tenors (overnight and one, three, six and 12 months).

As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of US dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected).

Moreover, the LIBOR administrator’s consultation also relates to the LIBOR administrator’s intention to cease publication of non-US dollar LIBOR after 2021.

Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any

Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise, hybrid and cloud capabilities across [removed: data center and networking,] [added: hybrid infrastructure,] digital [removed: workspace, security] [added: experience] and [removed: virtualization.][added: security.]

Our solutions are delivered in physical, virtual and cloud-based environments through approximately [removed: 7,000] [added: 9,900] customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers.

For a discussion of results for the year ended December 31, [removed: 2019,] [added: 2020,] see [removed: "Item] [added: “Item] 7.

[removed: Management's] [added: Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] filed with the Securities and Exchange Commission on February [removed: 28, 2020.][added: 26, 2021.]

- The global spread of the novel coronavirus [removed: ("COVID-19")] [added: (“COVID-19”)] pandemic continues to create [removed: significant] macroeconomic uncertainty, volatility and [removed: disruption.][added: disruption, including supply constraints.]

- Changes in spending policies, budget priorities and funding [removed: levels] [added: levels, including current and future stimulus packages,] are [removed: a] key [removed: factor] [added: factors] influencing the purchasing levels of Government, Healthcare and Education customers.

We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin, Net income, Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, Net sales growth on a constant currency basis, Net income per diluted share, Non-GAAP net income per diluted share, free cash flow, return on working capital, Cash and cash equivalents, net working capital, cash conversion [removed: cycle,] [added: cycle and] debt levels including available [removed: credit, sales per coworker and coworker][added: credit.]

These measures and ratios are [removed: compared to standards or objectives set] [added: closely monitored] by management, so that actions can be taken, as necessary, in order to achieve [removed: the] [added: set] standards and objectives.

In this [removed: report,] [added: section,] we discuss Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net [removed: Sales] [added: sales] growth on a constant currency basis, which are non-GAAP financial measures.

| (dollars in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net sales | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | $ | [removed: 18,032.4] [added: 18,467.5] | | | | | $ | [removed: 16,240.5] [added: 18,032.4] | |

| Gross profit | | | [removed: 3,210.1] [added: 3,568.5] | | | | | | [removed: 3,039.9] [added: 3,210.1] | | | | | | [removed: 2,706.9] [added: 3,039.9] | | |

| Operating income | | | [removed: 1,179.2] [added: 1,419.0] | | | | | | [removed: 1,133.6] [added: 1,179.2] | | | | | | [removed: 987.3] [added: 1,133.6] | | |

| Net income | | | [removed: 788.5] [added: 988.6] | | | | | | [removed: 736.8] [added: 788.5] | | | | | | [removed: 643.0] [added: 736.8] | | |

| Non-GAAP operating income | | | [removed: 1,404.6] [added: 1,645.4] | | | | | | [removed: 1,368.4] [added: 1,404.6] | | | | | | [removed: 1,216.6] [added: 1,368.4] | | |

| Non-GAAP net income | | | [removed: 954.4] [added: 1,118.9] | | | | | | [removed: 902.1] [added: 954.4] | | | | | | [removed: 794.3] [added: 902.1] | | |

| Average daily sales(1) | | | [removed: 72.7] [added: 82.0] | | | | | | [removed: 71.0] [added: 72.7] | | | | | | [removed: 63.9] [added: 71.0] | | |

| Net debt(2) | | | [removed: 2,517.0] [added: 6,600.4] | | | | | | [removed: 3,163.3] [added: 2,517.0] | | | | | | [removed: 3,002.8] [added: 3,163.3] | | |

| Cash conversion cycle (in days)(3) | | | [removed: 17] [added: 24] | | | | | | [removed: 18] [added: 17] | | | | | | [removed: 19] [added: 18] | | |

(1) There were 254 selling days for each of the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018.][added: 2019.]

| Net sales | | | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % | | | | $ | [removed: 18,032.4] [added: 18,467.5] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: 15,257.4] [added: 17,252.3] | | | | | | [removed: 82.6] [added: 82.9] | | | | | | [removed: 14,992.5] [added: 15,257.4] | | | | | | [removed: 83.1] [added: 82.6] | | |

| Gross profit | | | | | | [removed: 3,210.1] [added: 3,568.5] | | | | | | [removed: 17.4] [added: 17.1] | | | | | | [removed: 3,039.9] [added: 3,210.1] | | | | | | [removed: 16.9] [added: 17.4] | | |

| Selling and administrative expenses | | | | | | [removed: 2,030.9] [added: 2,149.5] | | | | | | [removed: 11.0] [added: 10.3] | | | | | | [removed: 1,906.3] [added: 2,030.9] | | | | | | [removed: 10.6] [added: 11.0] | | |

| Operating income | | | | | | [removed: 1,179.2] [added: 1,419.0] | | | | | | [removed: 6.4] [added: 6.8] | | | | | | [removed: 1,133.6] [added: 1,179.2] | | | | | | [removed: 6.3] [added: 6.4] | | |

| Interest expense, net | | | | | | [removed: (154.9)] [added: (150.9)] | | | | | | [removed: (0.8)] [added: (0.7)] | | | | | | [removed: (159.4)] [added: (154.9)] | | | | | | [removed: (0.9)] [added: (0.8)] | | |

| Other [removed: expense,] [added: income (expense),] net | | | | | | [removed: (22.0)] [added: 29.7] | | | | | | [removed: (0.1)] [added: 0.1] | | | | | | [removed: (24.5)] [added: (22.0)] | | | | | | (0.1) | | |

| Income before income taxes | | | | | | [removed: 1,002.3] [added: 1,297.8] | | | | | | [removed: 5.4] [added: 6.2] | | | | | | [removed: 949.7] [added: 1,002.3] | | | | | | [removed: 5.3] [added: 5.5] | | |

| Income tax expense | | | | | | [removed: (213.8)] [added: (309.2)] | | | | | | [removed: (1.2)] [added: (1.5)] | | | | | | [removed: (212.9)] [added: (213.8)] | | | | | | (1.2) | | |

| Net income | | | | | | $ | [removed: 788.5] [added: 988.6] | | | | | [removed: 4.3] [added: 4.7] | | % | | | | $ | [removed: 736.8] [added: 788.5] | | | | | [removed: 4.1] [added: 4.3] | | % |

| Total Net sales | | | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % | | | | $ | [removed: 18,032.4] [added: 18,467.5] | | | | | 100.0 | | % | | | | $ | [removed: 435.1] [added: 2,353.3] | | | | | [removed: 2.4] [added: 12.7] | | % |

(1)There were 254 selling days for both the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Total Net sales for the year ended December 31, [removed: 2020] [added: 2021] increased [removed: $435] [added: $2,353] million, or [removed: 2.4%,] [added: 12.7%,] to [removed: $18,468] [added: $20,821] million, compared to the prior year.

For additional [removed: information,] [added: information regarding the acquisitions,] see Note [removed: 18 (Segment Information)] [added: 3 (Acquisitions)] to the accompanying Consolidated Financial Statements.

Corporate segment Net sales for the year ended December 31, [removed: 2020 decreased $653] [added: 2021 increased $1,334] million, or [removed: 8.7%,] [added: 19.5%,] compared to the year ended December 31, [removed: 2019.][added: 2020.]

Small Business segment Net sales for the year ended December 31, [removed: 2020 decreased] [added: 2021 increased] by [removed: $113] [added: $473] million, or [removed: 7.5%,] [added: 33.9%,] compared to the year ended December 31, [removed: 2019.][added: 2020.]

Public segment Net sales for the year ended December 31, [removed: 2020] [added: 2021] increased [removed: $1,273] [added: $46] million, or [removed: 18.5%,] [added: 0.6%,] compared to the year ended December 31, [removed: 2019.][added: 2020.]

The increase was primarily driven by growth in Education and [added: Healthcare customers, offset by lower Net sales with] Government customers.

Net sales to Education customers increased [removed: 43.4%] [added: 18.8%] primarily driven by [added: integrated solutions, including] notebooks/mobile [removed: devices as schools invested in remote enablement.][added: devices, video, accessories and services.]

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the year ended December 31, [removed: 2020 decreased $72] [added: 2021 increased $501] million, or [removed: 3.3%,] [added: 24.0%,] compared to the year ended December 31, [removed: 2019.][added: 2020.]

On December 1, 2021, we completed the acquisition of Sirius Computer Solutions, Inc. (“Sirius”).

The aggregate consideration paid, net of cash acquired, at the closing of the acquisition was approximately $2.4 billion, which is subject to the finalization of customary closing adjustments.

Sirius is a leading provider of secure, mission-critical technology-based solutions and is one of the largest IT solutions integrators in the United States, leveraging its services-led approach, broad portfolio of hybrid infrastructure solutions, and deep technical expertise of its 2,600 coworkers to support corporate and public customers.

This strategic acquisition will enhance our breadth and depth of services and solutions offerings.

The financial results of Sirius have been included in our Consolidated Financial Statements and the results of our Corporate, Small Business and Public segments since the date of the acquisition.

The supply constraints are being caused by component availability and labor and logistical disruptions, resulting in extended lead times, unpredictability and higher costs.

In 2021, customer top priorities have been digital transformation, security, hybrid and cloud solutions, client devices, and preparing for workers to return to the office and enhancing remote enablement capabilities as hybrid environments become the future work model.

In 2021, Education customers continued to prioritize investments towards equity and access for all students and enhancing the in-classroom and hybrid experiences.

In addition, Healthcare customers resumed projects that were paused during the pandemic as budget certainty improved as more patients returned to elective procedures.

Government customers focused on multiyear budget planning and had contracting delays in several large contracts.

Certain non-GAAP financial measures are also used to determine certain components of performance-based compensation.

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 8,179.7 | | | | | 39.3 | | % | | | | $ | 6,846.0 | | | | | 37.1 | | % | | | | $ | 1,333.7 | | | | | 19.5 | | % |

| Small Business | | | | | | 1,870.1 | | | | | | 9.0 | | | | | | 1,397.1 | | | | | | 7.6 | | | | | | 473.0 | | | | | | 33.9 | | |

| Government | | | | | | 2,155.6 | | | | | | 10.4 | | | | | | 2,978.5 | | | | | | 16.1 | | | | | | (822.9) | | | | | | (27.6) | | |

| Education | | | | | | 4,108.7 | | | | | | 19.7 | | | | | | 3,458.1 | | | | | | 18.7 | | | | | | 650.6 | | | | | | 18.8 | | |

| Healthcare | | | | | | 1,919.3 | | | | | | 9.2 | | | | | | 1,701.1 | | | | | | 9.2 | | | | | | 218.2 | | | | | | 12.8 | | |

| Total Public | | | | | | 8,183.6 | | | | | | 39.3 | | | | | | 8,137.7 | | | | | | 44.0 | | | | | | 45.9 | | | | | | 0.6 | | |

| Other | | | | | | 2,587.4 | | | | | | 12.4 | | | | | | 2,086.7 | | | | | | 11.3 | | | | | | 500.7 | | | | | | 24.0 | | |

This increase includes $197 million of Net sales from the acquisition of Sirius which closed on December 1, 2021.

The Net sales impact from the acquisition of Sirius is included in our Corporate, Small Business and Public segments.

Net sales growth was primarily driven by Corporate, Education and Small Business customers and the results from the UK and Canadian operations included in Other, partially offset by lower Net sales to Government customers.

The increase was primarily driven by hybrid work resulting in higher demand for notebooks/mobile devices, video and accessories.

Additionally, Corporate customers continued to prioritize digital transformation, hybrid and cloud and security, driving growth in solutions categories, including servers and software.

Customers continued to focus on remote enablement as Net sales growth was driven by notebooks/mobile devices, video and accessories.

Schools continued to prioritize equity and access to learning and investing in the interactive learning experience for both the classroom and dorm room.

Net sales to Healthcare customers increased 12.8% primarily driven by desktops, software, notebooks/mobile devices, servers, video and services.

Healthcare customers saw patients returning for elective procedures which increased confidence in budgets, enabling delayed projects to restart.

Net sales to Government customers decreased 27.6%.

Government decreased in most transactional and solutions categories primarily driven by several one-time activities in 2020 that did not reoccur in 2021, including the Census project, timebound stimulus funding and device refreshes related to large customer contracts.

In addition, Government had contracting delays across certain large contracts in 2021.

UK and Canadian Net sales increased as a result of the economic recovery from 2020 and increased customer confidence.

Customers in the UK and Canada remained focused on hybrid work and learning as Net sales growth was driven by notebooks/mobile devices, video and software.

This decrease in Gross profit margin was primarily due to lower product margin and higher margin configuration services in the prior year, partially offset by an increase in the mix of net service contract revenue, primarily Software as a Service, increase in Net sales and related margins on professional services.

The increase was primarily due to higher payroll expenses consistent with higher Gross profit, higher coworker count and higher performance-based compensation consistent with higher attainment against financial goals, and higher acquisition and integration costs, partially offset by lower intangible asset amortization and lower bad debt expense.

Total coworker count was 13,924, up 3,942 from 9,982 at December 31, 2020 primarily due to an increase in customer-facing coworkers as a result of our recent acquisitions and an increase in new hires during 2021.

| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 697.3 | | | | | 8.5 | | % | | | | $ | 489.5 | | | | | 7.2 | | % | | | | 42.4 | | % |

| Public | | | | | | 606.7 | | | | | | 7.4 | | | | | | 678.2 | | | | | | 8.3 | | | | | | (10.5) | | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

The extent to which the COVID-19 pandemic continues to impact our business, results of operations, cash flows, financial condition and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration, severity and further spread of the outbreak, future resurgences and reimplementation of closures, the availability, efficacy and acceptance of a vaccine, and the actions taken to contain the virus, and the effectiveness of these actions and how quickly and to what extent normal economic and operating conditions can resume and be sustained.

We have mobilized our resources to help ensure the well-being and safety of our coworkers, business continuity, a strong capital position and adequate liquidity.

Our efforts have included:

- Continued focus on the well-being and safety of our coworkers, leveraging standing crisis management protocols and following guidelines from public health authorities and state and local governments.

During 2020, we implemented precautions to help keep our coworkers healthy and safe, including activating a cross-functional response team led by senior leadership, moving to remote work for our office coworkers, and implementing safety protocols at our distribution centers, including social distancing measures, segmented shifts, additional personal protective equipment, enhanced facility cleanings, and temperature screening for anyone entering the facilities.

All distribution and configuration centers are considered essential businesses and continue to be operational.

Our office coworkers continue to work remotely.

- Remote enablement, operations continuity, and security are customer focus areas to manage remote environments at scale and to prepare to be remote longer.

Customers are focused on initiatives to reduce costs, optimize resources, and leverage technology for better customer and employee experiences through digital transformation.

- Increasing our provision for credit losses during the year ended December 31, 2020 as a result of the expected economic impact of the COVID-19 pandemic.

We continue to monitor cash collections and credit limits of our customers to manage the risk of uncollectible receivables.

- Closely monitoring our cost structure and liquidity position relative to the overall demand environment.

We took measures to enhance liquidity, including completing a $600 million senior notes issuance in April 2020, leveraging the lower interest rate environment by refinancing one of our higher interest rate senior notes in August 2020, implementing cost savings initiatives and suspending temporarily share repurchases from March 2020 through October 2020.

Given the COVID-19 pandemic, Education customers have prioritized their budgets towards IT spending while Healthcare customer budgets have been pressured.

- The new UK/European Union ("EU") trade deal due to the UK’s exit from the EU (referred to as "Brexit") that came into effect on January 1, 2021 eased concerns over restrictions of imports and exports, but it increased regulatory complexities that may adversely impact our business.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

turnover.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

| | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2020 | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 6,846.0 | | | | | 37.1 | | % | | | | $ | 7,499.0 | | | | | 41.6 | | % | | | | $ | (653.0) | | | | | (8.7) | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Small Business | | | | | | 1,397.1 | | | | | | 7.6 | | | | | | 1,510.3 | | | | | | 8.4 | | | | | | (113.2) | | | | | | (7.5) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Government | | | | | | 2,978.5 | | | | | | 16.1 | | | | | | 2,519.3 | | | | | | 14.0 | | | | | | 459.2 | | | | | | 18.2 | | |

| Education | | | | | | 3,458.1 | | | | | | 18.7 | | | | | | 2,411.6 | | | | | | 13.4 | | | | | | 1,046.5 | | | | | | 43.4 | | |

| Healthcare | | | | | | 1,701.1 | | | | | | 9.2 | | | | | | 1,933.9 | | | | | | 10.7 | | | | | | (232.8) | | | | | | (12.0) | | |

| Total Public | | | | | | 8,137.7 | | | | | | 44.0 | | | | | | 6,864.8 | | | | | | 38.1 | | | | | | 1,272.9 | | | | | | 18.5 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | | | | 2,086.7 | | | | | | 11.3 | | | | | | 2,158.3 | | | | | | 12.0 | | | | | | (71.6) | | | | | | (3.3) | | |

The impact of foreign currency fluctuations did not have an impact to Net sales growth.

For additional information, see "Non-GAAP Financial Measure Reconciliations" below regarding constant currency Net sales growth.

For the year ended December 31, 2020, Net sales growth was driven by Education and Government customers prioritizing integrated solutions including notebooks, accessories and services to support remote enablement and the Census project.

These Public customer increases were partially offset by decreases in most hardware categories in our other business segments due to the impact of the COVID-19 pandemic on customer demand.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

The decrease was primarily driven by decreases across all major hardware categories due to the impact of the COVID-19 pandemic on customer demand, partially offset by an increase in software.

The decrease was primarily driven by decreases across all major hardware categories due to the impact of the COVID-19 pandemic on customer demand.

Net sales to Government customers increased 18.2% primarily driven by the continued delivery on the Census project comprised of other hardware, including accessories and smartphones, and services.

The interest rates on borrowings under our senior [removed: secured asset-based] [added: unsecured] revolving [removed: credit facility, our senior secured term] loan facility and [removed: the CDW UK] [added: our senior unsecured] term loan [added: facility] are floating and, therefore, are subject to fluctuations.

In order to manage the risk associated with changes in interest rates on borrowings under our senior [removed: secured] [added: unsecured] term loan facility, we have entered into interest rate caps to add stability to interest expense and to manage our exposure to interest rate fluctuations.

As of December 31, [removed: 2020,] [added: 2021,] we have an interest rate cap agreement in effect with a notional amount of [removed: $1.4] [added: $1.3] billion.

For additional information, see Note [removed: 9] [added: 8] (Financial Instruments) to the accompanying Consolidated Financial Statements.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Obligations" for information on cash flows, interest rates and maturity dates of our debt obligations.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise, hybrid and cloud capabilities across [removed: data center and networking,] [added: hybrid infrastructure,] digital [removed: workspace, security] [added: experience] and [removed: virtualization.][added: security.]

Our solutions are delivered in physical, virtual and cloud-based environments through approximately [removed: 7,000] [added: 9,900] customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers.

According to the International Data Corporation [removed: ("IDC"),] [added: (“IDC”),] the total US, UK and Canadian IT market generated approximately [removed: $1] [added: $1.2] trillion in sales in [removed: 2020.][added: 2021.]

We believe our addressable markets in the US, UK and Canada represent approximately [removed: $360] [added: $400] billion in annual sales.

For the year ended December 31, [removed: 2020,] [added: 2021,] we estimate that our total Net sales of [removed: $18.5] [added: $20.8] billion represented approximately 5% of our addressable markets.

Our Public segment is comprised of government agencies and education and [added: healthcare institutions in the US.]

In our US business, which represents approximately 90% of our revenues, we currently have five dedicated customer channels: corporate, small business, government, education and healthcare, each of which generated [removed: $1.4] [added: $1.8] billion or greater in Net sales in [removed: 2020.][added: 2021.]

Net sales to customers in the UK and Canada combined generated [removed: $2.1] [added: $2.6] billion in [removed: 2020.][added: 2021.]

In [removed: 2020,] [added: 2021,] we generated over $1.0 billion [added: each] of Net sales from [removed: each of six] [added: five] vendor partners and over $100 million of Net sales from each of [removed: fourteen] [added: fifteen] other vendor partners.

Our agreements allow [removed: the end-user customer] [added: us] to [removed: acquire cloud-based solutions] [added: resell cloud based solutions,] software or [added: other] licensed products [removed: and services.][added: to the end-user customer.]

For our US operations in [removed: 2020,] [added: 2021,] we purchased approximately 50% of the products we sold as discrete products or as components of a solution directly from our vendor partners and the remaining 50% from wholesale distributors.

Purchases from our [removed: three] [added: two] largest wholesale distributors, Ingram [removed: Micro, SYNNEX] [added: Micro] and [removed: Tech Data,] [added: TD SYNNEX,] were [removed: each approximately 10%] [added: over 30%] of total US purchases in [removed: 2020.][added: 2021.]

Leveraging our distribution and logistics capabilities, we handle and ship over [removed: 40] [added: 45] million units annually on an aggregate basis from our distribution centers.

These arrangements represented approximately 50% of total North America Net sales in [removed: 2020.][added: 2021.]

Electronic delivery for software licenses [removed: are] [added: is] approximately [removed: 15%] [added: 20%] of total North America Net sales in [removed: 2020.][added: 2021.]

We estimate that more than 40% of our Net sales in [removed: 2020] [added: 2021] in the US came from sales of product categories and services typically associated with solutions.

To help our customers accomplish this, we have built a robust portfolio of solutions across [removed: data center,] [added: hybrid infrastructure,] digital [removed: workspace, security, virtualization] [added: experience, security] and services that we provide in physical, virtual, or cloud-based environments.

[removed: - *Data Center and Networking:*] [added: *•Hybrid Infrastructure*:] We assess our customers application infrastructure need, design flexible, resilient and efficient solutions and manage the solution throughout its lifecycle.

Our broad portfolio of hardware and software products, encompassing both on and off-premise solutions, enables us to provide well-integrated solutions, including converged and hyper-converged infrastructure, physical and virtualized servers, software defined automation and orchestration solutions, hybrid storage, energy-efficient power and cooling, and [added: data center] networking.

- *Digital [removed: Workspace:*] [added: Experience*:] We build end-to-end solutions that deliver access to applications that improve our [removed: customers'] [added: customers’] productivity regardless of device or location.

[added: Our solutions provide the tools that allow] our [removed: customers'] [added: customers’] employees to share knowledge, ideas and information among each other and with clients and partners effectively, securely and quickly.

Although we believe customers increasingly view technology purchases as solutions rather than discrete product and service categories, our Net sales by major category, based upon our internal category classifications, was as [removed: follows:][added: follows]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019(1)] [added: 2020] | | | | | | | | | | | | [removed: 2018(1)] [added: 2019] | | | | | | | | |

| Notebooks/Mobile Devices | | | | | | $ | [removed: 5,486.2] [added: 6,659.4] | | | | | [removed: 29.7] [added: 32.0] | | % | | | | $ | [removed: 4,344.9] [added: 5,486.2] | | | | | [removed: 24.1] [added: 29.7] | | % | | | | $ | [removed: 3,843.3] [added: 4,344.9] | | | | | [removed: 23.7] [added: 24.1] | | % |

| Netcomm Products | | | | | | [removed: 1,955.0] [added: 1,950.9] | | | | | | [removed: 10.6] [added: 9.4] | | | | | | [removed: 2,189.1] [added: 1,955.0] | | | | | | [removed: 12.1] [added: 10.6] | | | | | | [removed: 2,116.6] [added: 2,189.1] | | | | | | [removed: 13.0] [added: 12.1] | | |

| Desktops | | | | | | [removed: 1,132.4] [added: 1,203.6] | | | | | | [removed: 6.1] [added: 5.8] | | | | | | [removed: 1,547.3] [added: 1,132.4] | | | | | | [removed: 8.6] [added: 6.1] | | | | | | [removed: 1,254.9] [added: 1,547.3] | | | | | | [removed: 7.7] [added: 8.6] | | |

| Video | | | | | | [removed: 1,190.8] [added: 1,605.0] | | | | | | [removed: 6.4] [added: 7.7] | | | | | | [removed: 1,272.9] [added: 1,190.8] | | | | | | [removed: 7.1] [added: 6.4] | | | | | | [removed: 1,184.1] [added: 1,272.9] | | | | | | [removed: 7.3] [added: 7.1] | | |

| Enterprise and Data Storage (Including Drives) | | | | | | [removed: 947.4] [added: 992.1] | | | | | | [removed: 5.1] [added: 4.8] | | | | | | [removed: 1,147.6] [added: 947.4] | | | | | | [removed: 6.4] [added: 5.1] | | | | | | [removed: 1,102.4] [added: 1,147.6] | | | | | | [removed: 6.8] [added: 6.4] | | |

| Other Hardware | | | | | | [removed: 4,121.6] [added: 4,358.6] | | | | | | [removed: 22.3] [added: 20.9] | | | | | | [removed: 3,980.4] [added: 4,121.6] | | | | | | [removed: 22.1] [added: 22.3] | | | | | | [removed: 3,630.4] [added: 3,980.4] | | | | | | [removed: 22.4] [added: 22.1] | | |

| Total Hardware | | | | | | [removed: 14,833.4] [added: 16,769.6] | | | | | | [removed: 80.2] [added: 80.6] | | | | | | [removed: 14,482.2] [added: 14,833.4] | | | | | | [removed: 80.4] [added: 80.2] | | | | | | [removed: 13,131.7] [added: 14,482.2] | | | | | | [removed: 80.9] [added: 80.4] | | |

| [removed: Software(2)] [added: Software(1)] | | | | | | [removed: 2,581.0] [added: 2,802.4] | | | | | | [removed: 14.0] [added: 13.5] | | | | | | [removed: 2,585.0] [added: 2,581.0] | | | | | | [removed: 14.3] [added: 14.0] | | | | | | [removed: 2,299.1] [added: 2,585.0] | | | | | | [removed: 14.2] [added: 14.3] | | |

| [removed: Services(2)] [added: Services(1)] | | | | | | [removed: 913.9] [added: 1,126.1] | | | | | | [removed: 4.9] [added: 5.4] | | | | | | [removed: 840.9] [added: 913.9] | | | | | | [removed: 4.7] [added: 4.9] | | | | | | [removed: 695.9] [added: 840.9] | | | | | | [removed: 4.3] [added: 4.7] | | |

| [removed: Other(3)] [added: Other(2)] | | | | | | [removed: 139.2] [added: 122.7] | | | | | | [removed: 0.9] [added: 0.5] | | | | | | [removed: 124.3] [added: 139.2] | | | | | | [removed: 0.6] [added: 0.9] | | | | | | [removed: 113.8] [added: 124.3] | | | | | | 0.6 | | |

| Total Net sales | | | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % | | | | $ | [removed: 18,032.4] [added: 18,467.5] | | | | | 100.0 | | % | | | | $ | [removed: 16,240.5] [added: 18,032.4] | | | | | 100.0 | | % |

[removed: (2)Certain] [added: (1)Certain] software and services revenue is recorded on a net basis for accounting purposes, so the category percentage of Net sales is not representative of the category percentage of gross profits.

[removed: (3)Includes] [added: (2)Includes] items such as delivery charges to customers.

We have approximately [removed: 10,000] [added: 13,900] coworkers across the globe, with [removed: 7,800] [added: 11,500] coworkers in the US, [removed: 1,400] [added: 1,500] in the UK and [removed: 800] [added: 900] in Canada.

Our programs include: leadership development trainings, unique developmental opportunities for our high-potential emerging leaders, a 24-month training program for new North American sales coworkers, [added: technical skill development training,] an 18-month apprentice-style program for aspiring engineers, and coworker access to over 15,000 [removed: on-demand,] [added: on-demand] educational modules.

We implemented precautions to help keep our coworkers healthy and safe, including activating a cross-functional response team led by senior leadership, moving to remote work for our office coworkers, and implementing safety protocols at our distribution centers, including social distancing measures, segmented shifts, additional personal protective equipment, enhanced facility cleanings, [removed: temperature screening for anyone entering the facilities,] expanded health and safety training, increased available mental health resources, and increased sick days for impacted coworkers.

[removed: Our Board understands the importance of our inclusive, performance-driven culture to our ongoing] success and is actively engaged with our President and Chief Executive Officer and our Chief Human Resources Officer across a broad range of human capital management topics.

On December 1, 2021, we completed our previously announced acquisition of Sirius Computer Solutions, Inc. (“Sirius”).

This strategic acquisition is expected to enhance our services and solutions capabilities in key areas, including hybrid infrastructure, security, digital and data innovation, and cloud and managed services, as well as add services scale, further balancing and diversifying our portfolio mix.

The addition of Sirius strengthens our role as the trusted technology advisor to our customers, with the expertise and portfolio breadth, depth and scale to orchestrate complete customer-centric solutions.

Coworker Engagement

We strive to create a culture of collaboration, belonging and individual growth and reward – one in which every coworker has a voice and where all voices are heard.

Our coworker engagement strategy utilizes frequent, short surveys as well as virtual listening groups to gain a real-time understanding of the coworker experience at CDW.

As a result of our coworkers’ consistent engagement, we have garnered meaningful feedback and recommendations, which have led to measurable and impactful results.

Training & Development

Our Board understands the importance of our inclusive, performance-driven culture to our ongoing

CDW’s AmplifiedTM Services portfolio has grown into a billion-dollar business over the past few years, aided by acquisitions of various companies.

In addition to the acquisition of Sirius in 2021, an IT solutions integrator, as described above, we further strengthened our consulting and services expertise by acquiring Aptris, an IT service management solutions provider and ServiceNow Elite partner, in 2019.

In 2020, we acquired IGNW, a cloud-native services, software development and data orchestration capability provider.

In 2021, we acquired Amplified IT, which has expert capability in Google Workspace for Education and Focal Point Data Risk, which has expert capabilities in cybersecurity services.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

healthcare institutions in the US.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Our solutions provide the tools that allow

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

- *Virtualization*: We design and implement server, storage and desktop virtualization solutions.

Virtualization enables our customers to efficiently utilize infrastructure resources by running multiple, independent, virtual operating systems or containers on a single computer and multiple virtual compute instances simultaneously on a single server.

Virtualization also can separate a desktop environment and associated application software from the hardware device that is used to access it, and provides employees with remote desktop access.

Our specialists assist customers with the steps of implementing virtualization solutions, including evaluating network environments, software tools and development processes, deploying shared storage options and licensing platform software.

(1)Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the year ended December 31, 2020.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Training & Development

This promotion is also

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Since 2019, we have made several smaller acquisitions to expand our capabilities in high-growth solutions and services areas, including ServiceNow and cloud native capabilities.

For additional information regarding legal proceedings, refer to Note 16 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements.

We are 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, we are subject to indemnification claims under various contracts.

From time to time, certain of our customers file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for our business activities outside of the US.

In such cases, certain pre-petition payments received by us could be considered preference items and subject to return to the bankruptcy administrator.

As of December 31, 2020, we do 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, our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] the last business day of the [removed: registrant's] [added: registrant’s] most recently completed second fiscal quarter, was [removed: $16,514] [added: $24,115] million, based on the per share closing sale price of [removed: $116.18] [added: $174.65] on that date.

As of February [removed: 23, 2021,] [added: 24, 2022,] there were [removed: 140,991,095] [added: 134,944,328] shares of common stock, $0.01 par value, outstanding.

Certain parts of the [removed: registrant's] [added: registrant’s] definitive proxy statement for its [removed: 2021] [added: 2022] annual meeting of stockholders to be held on May [removed: 20, 2021,] [added: 19, 2022,] which will be filed with the Securities and Exchange Commission on or before April 30, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

Year Ended December 31, [removed: 2020][added: 2021]

| Item 1. | | | [removed: [Business](#i36711e581b7647b1aa79820df4895dbb_16)] [added: [Business](#i5097c9e42aac4de58b2d1718fe0c0c1f_16)] | | | [removed: [4](#i36711e581b7647b1aa79820df4895dbb_16)] [added: [4](#i5097c9e42aac4de58b2d1718fe0c0c1f_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i36711e581b7647b1aa79820df4895dbb_19)] [added: Factors](#i5097c9e42aac4de58b2d1718fe0c0c1f_19)] | | | [removed: [9](#i36711e581b7647b1aa79820df4895dbb_19)] [added: [10](#i5097c9e42aac4de58b2d1718fe0c0c1f_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i36711e581b7647b1aa79820df4895dbb_22)] [added: Comments](#i5097c9e42aac4de58b2d1718fe0c0c1f_22)] | | | [removed: [21](#i36711e581b7647b1aa79820df4895dbb_22)] [added: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_22)] | | |

| Item 2. | | | [removed: [Properties](#i36711e581b7647b1aa79820df4895dbb_25)] [added: [Properties](#i5097c9e42aac4de58b2d1718fe0c0c1f_25)] | | | [removed: [21](#i36711e581b7647b1aa79820df4895dbb_25)] [added: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i36711e581b7647b1aa79820df4895dbb_28)] [added: Proceedings](#i5097c9e42aac4de58b2d1718fe0c0c1f_28)] | | | [removed: [22](#i36711e581b7647b1aa79820df4895dbb_28)] [added: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i36711e581b7647b1aa79820df4895dbb_31)] [added: Disclosures](#i5097c9e42aac4de58b2d1718fe0c0c1f_31)] | | | [removed: [22](#i36711e581b7647b1aa79820df4895dbb_31)] [added: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_31)] | | |

| | | | [Information about our Executive [removed: Officers](#i36711e581b7647b1aa79820df4895dbb_34)] [added: Officers](#i5097c9e42aac4de58b2d1718fe0c0c1f_34)] | | | [removed: [22](#i36711e581b7647b1aa79820df4895dbb_34)] [added: [23](#i5097c9e42aac4de58b2d1718fe0c0c1f_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i36711e581b7647b1aa79820df4895dbb_40)] [added: Securities](#i5097c9e42aac4de58b2d1718fe0c0c1f_40)] | | | [removed: [23](#i36711e581b7647b1aa79820df4895dbb_40)] [added: [24](#i5097c9e42aac4de58b2d1718fe0c0c1f_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36711e581b7647b1aa79820df4895dbb_46)] [added: Operations](#i5097c9e42aac4de58b2d1718fe0c0c1f_46)] | | | [removed: [29](#i36711e581b7647b1aa79820df4895dbb_46)] [added: [27](#i5097c9e42aac4de58b2d1718fe0c0c1f_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i36711e581b7647b1aa79820df4895dbb_145)] [added: Risk](#i5097c9e42aac4de58b2d1718fe0c0c1f_148)] | | | [removed: [44](#i36711e581b7647b1aa79820df4895dbb_145)] [added: [41](#i5097c9e42aac4de58b2d1718fe0c0c1f_148)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i36711e581b7647b1aa79820df4895dbb_148)] [added: Data](#i5097c9e42aac4de58b2d1718fe0c0c1f_151)] | | | [removed: [45](#i36711e581b7647b1aa79820df4895dbb_148)] [added: [42](#i5097c9e42aac4de58b2d1718fe0c0c1f_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i36711e581b7647b1aa79820df4895dbb_277)] [added: Disclosure](#i5097c9e42aac4de58b2d1718fe0c0c1f_253)] | | | [removed: [81](#i36711e581b7647b1aa79820df4895dbb_277)] [added: [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_253)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i36711e581b7647b1aa79820df4895dbb_280)] [added: Procedures](#i5097c9e42aac4de58b2d1718fe0c0c1f_256)] | | | [removed: [81](#i36711e581b7647b1aa79820df4895dbb_280)] [added: [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_256)] | | |

| Item 9B. | | | [Other [removed: Information](#i36711e581b7647b1aa79820df4895dbb_286)] [added: Information](#i5097c9e42aac4de58b2d1718fe0c0c1f_262)] | | | [removed: [83](#i36711e581b7647b1aa79820df4895dbb_286)] [added: [82](#i5097c9e42aac4de58b2d1718fe0c0c1f_262)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i36711e581b7647b1aa79820df4895dbb_292)] [added: Governance](#i5097c9e42aac4de58b2d1718fe0c0c1f_268)] | | | [removed: [84](#i36711e581b7647b1aa79820df4895dbb_292)] [added: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_268)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i36711e581b7647b1aa79820df4895dbb_295)] [added: Compensation](#i5097c9e42aac4de58b2d1718fe0c0c1f_271)] | | | [removed: [84](#i36711e581b7647b1aa79820df4895dbb_295)] [added: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_271)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36711e581b7647b1aa79820df4895dbb_298)] [added: Matters](#i5097c9e42aac4de58b2d1718fe0c0c1f_274)] | | | [removed: [84](#i36711e581b7647b1aa79820df4895dbb_298)] [added: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_274)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i36711e581b7647b1aa79820df4895dbb_301)] [added: Independence](#i5097c9e42aac4de58b2d1718fe0c0c1f_277)] | | | [removed: [84](#i36711e581b7647b1aa79820df4895dbb_301)] [added: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_277)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i36711e581b7647b1aa79820df4895dbb_304)] [added: Services](#i5097c9e42aac4de58b2d1718fe0c0c1f_280)] | | | [removed: [84](#i36711e581b7647b1aa79820df4895dbb_304)] [added: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_280)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i36711e581b7647b1aa79820df4895dbb_310)] [added: Schedules](#i5097c9e42aac4de58b2d1718fe0c0c1f_286)] | | | [removed: [85](#i36711e581b7647b1aa79820df4895dbb_310)] [added: [84](#i5097c9e42aac4de58b2d1718fe0c0c1f_286)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i36711e581b7647b1aa79820df4895dbb_313)] [added: Summary](#i5097c9e42aac4de58b2d1718fe0c0c1f_289)] | | | [removed: [89](#i36711e581b7647b1aa79820df4895dbb_313)] [added: [89](#i5097c9e42aac4de58b2d1718fe0c0c1f_289)] | | |

| Item 6. | | | [\[RESERVED\]](#i5097c9e42aac4de58b2d1718fe0c0c1f_43) | | | [26](#i5097c9e42aac4de58b2d1718fe0c0c1f_43) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i5097c9e42aac4de58b2d1718fe0c0c1f_2467) | | | [82](#i5097c9e42aac4de58b2d1718fe0c0c1f_2467) | | |

| SIGNATURES | | | | | | [90](#i5097c9e42aac4de58b2d1718fe0c0c1f_292) | | |

| Item 6. | | | [Selected Financial Data](#i36711e581b7647b1aa79820df4895dbb_43) | | | [26](#i36711e581b7647b1aa79820df4895dbb_43) | | |

| SIGNATURES | | | | | | [90](#i36711e581b7647b1aa79820df4895dbb_316) | | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

As of December 31, [removed: 2020,] [added: 2021,] we owned or leased a total of [removed: 2.5] [added: 2.6] million square feet of space, primarily in the US, UK and Canada.

Leases covering our currently occupied leased properties expire at varying dates, [removed: generally] [added: all] within the next [removed: 16] [added: 15] years.

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

The following table lists the name, age as of February [removed: 26, 2021] [added: 28, 2022] and positions of each executive officer of the Company.

| Christine A. Leahy | | | [removed: 56] [added: 57] | | | President and Chief Executive Officer and member of our Board of Directors since January 2019; Chief Revenue Officer from July 2017 to December 2018; Senior Vice President - International, Chief Legal Officer, and Corporate Secretary from May 2016 to July 2017; Senior Vice President, General Counsel and Corporate Secretary from January 2007 to May 2016. | | |

| Sona Chawla | | | [removed: 53] [added: 54] | | | Chief Growth and Innovation Officer since January 2020; President, [removed: Kohl's] [added: Kohl’s] Corporation (an omnichannel retailer) from May 2018 to October 2019 and Chief Operating Officer from November 2015 to May 2018. | | |

| Elizabeth H. Connelly | | | [removed: 56] [added: 57] | | | Chief Human Resources Officer and Senior Vice President, Coworker Services since December 2018; Managing Director and Head, Commercial Bank Healthcare, Higher Education and Not-for-Profit Banking at J.P. Morgan Chase & Company (a global financial services firm) from March 2012 to December 2018. | | |

| Christina M. Corley | | | [removed: 53] [added: 54] | | | Chief Commercial and Operating Officer since January 2020; Chief Operating Officer from January 2019 to January 2020; Senior Vice President, Commercial and International Markets from July 2017 to December 2018; Senior Vice President, Corporate Sales from September 2011 to July 2017. | | |

| Frederick J. Kulevich | | | [removed: 55] [added: 56] | | | Senior Vice President, General Counsel and Corporate Secretary since October 2017; Vice President and Deputy General Counsel from May 2016 to October 2017; Vice President and Assistant General Counsel from May 2014 to May 2016; Senior Director, Ethics and Compliance from July 2006 to May 2014. | | |

| Albert J. Miralles | | | 52 | | | Senior Vice President and Chief Financial Officer since September 2021; Executive Vice President and Chief Financial Officer, CNA Financial Corporation (a commercial property and casualty insurance company) from February 2020 to September 2021; President, CNA Warranty from October 2019 to September 2021; Executive Vice President and Chief Risk Officer of the CNA Insurance Companies from January 2018 to October 2019; President, Long-Term Care of the CNA Insurance Companies from March 2014 to December 2017. | | |

| Collin B. Kebo | | | 54 | | | Senior Vice President and Chief Financial Officer since January 2018; Vice President, Financial Planning and Analysis from December 2008 to December 2017; Chief Financial Officer - International from May 2016 to December 2017. | | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

As of February [removed: 23, 2021,] [added: 24, 2022,] there were [removed: 12] [added: 7] holders of record of our common stock.

On February [removed: 10, 2021,] [added: 9, 2022,] we announced that our Board of Directors declared a quarterly cash dividend on our common stock of [removed: $0.400] [added: $0.50] per share.

The dividend will be paid on March 10, [removed: 2021] [added: 2022] to all stockholders of record as of the close of business on February 25, [removed: 2021.][added: 2022.]

For additional information on restrictions on our ability to pay dividends, see Note [removed: 10 (Long-Term Debt)] [added: 9 (Debt)] to the accompanying Consolidated Financial Statements.

On February [removed: 7, 2019,] [added: 10, 2021,] we announced that our Board of Directors authorized a [removed: $1.0] [added: $1.25] billion increase to our share repurchase program under which we may repurchase shares of our common stock in the open market through privately negotiated or other transactions, depending on share price, market conditions and other factors.

Information relating to the [removed: Company's] [added: Company’s] purchases of its common stock during the quarter ended December 31, [removed: 2020] [added: 2021] is as follows:

The information contained in this Cumulative Total Shareholder Return section shall not be deemed to be [removed: "soliciting material"] [added: “soliciting material”] or [removed: "filed"] [added: “filed”] or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities [added: Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.]

The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on $100.00 invested at the closing of the market on December 31, [removed: 2015] [added: 2016] through and including the market close on December 31, [removed: 2020,] [added: 2021,] with the cumulative total return for the same time period of the same amount invested in the S&P 500 Index and a peer group [removed: index.]

Our peer group index for [removed: 2020] [added: 2021] consists of the following companies: [added: Accenture plc,] Arrow Electronics, Inc., Avnet, Inc., [added: Best Buy Company, Inc.,] CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, [added: Flex Ltd.,] Genuine Parts Company, Henry Schein, Inc., [added: Hewlett Packard Enterprise Company,] Insight Enterprises, Inc., [added: Jabil, Inc.,] LKQ Corporation, [removed: Patterson Companies, Inc.,] [added: TD] SYNNEX Corporation, W.W. Grainger, Inc. and Wesco International, Inc. This peer group was selected based on a review of publicly available information about these companies and our determination that they met one or more of the following criteria: (i) similar size in terms of revenue and/or enterprise value (one-third to three times our revenue or enterprise value); (ii) operates in a business-to-business distribution environment; (iii) members of the technology industry; (iv) similar customers (*i.e.*, business, government, healthcare, and education); (v) companies that provide services and/or solutions; (vi) similar margins; (vii) comparable percentage of international sales; (viii) frequently identified as a peer by the other peer companies or Institutional Shareholder Services Inc.; or (ix) identified by the Company as a competitor.

[removed: ][added: ]

| | | | | | | | | | | | | December 31, [removed: 2015] [added: 2016] | | | | | | December 31, [removed: 2016] [added: 2017] | | | | | | December 31, [removed: 2017] [added: 2018] | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| October 1 through October 31, 2021 | | | | | | 0.6 | | | | | | $ | 182.78 | | | | | 0.6 | | | | | | $ | 292.4 | |

| November 1 through November 30, 2021 | | | | | | 0.6 | | | | | | $ | 191.15 | | | | | 0.6 | | | | | | $ | 182.3 | |

| December 1 through December 31, 2021 | | | | | | 0.5 | | | | | | $ | 193.61 | | | | | 0.5 | | | | | | $ | 87.6 | |

| Total | | | | | | 1.7 | | | | | | | | | | | | 1.7 | | | | | | | | |

index.

| CDW Corp | | | | | | | | | | | | $ | 100 | | | | | $ | 135 | | | | | $ | 159 | | | | | $ | 284 | | | | | $ | 265 | | | | | $ | 416 | |

| S&P 500 Index | | | | | | | | | | | | $ | 100 | | | | | $ | 119 | | | | | $ | 112 | | | | | $ | 144 | | | | | $ | 168 | | | | | $ | 213 | |

| CDW Peers | | | | | | | | | | | | $ | 100 | | | | | $ | 117 | | | | | $ | 100 | | | | | $ | 133 | | | | | $ | 146 | | | | | $ | 196 | |

On February 10, 2021, we announced that our Board of Directors authorized a $1.25 billion increase to our share repurchase program.

In March 2020, we elected to temporarily suspend share repurchases as a precautionary measure in light of the COVID-19 pandemic.

We made no share repurchases during the second and third quarters of 2020.

In November 2020, we resumed our share repurchase program.

| October 1 through October 31, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 538.0 | |

| November 1 through November 30, 2020 | | | | | | 0.7 | | | | | | $ | 136.13 | | | | | 0.7 | | | | | | $ | 446.1 | |

| December 1 through December 31, 2020 | | | | | | 0.8 | | | | | | $ | 131.91 | | | | | 0.8 | | | | | | $ | 338.0 | |

| Total | | | | | | 1.5 | | | | | | | | | | | | 1.5 | | | | | | | | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

| CDW Corp | | | | | | | | | | | | $ | 100 | | | | | $ | 125 | | | | | $ | 169 | | | | | $ | 199 | | | | | $ | 355 | | | | | $ | 332 | |

| S&P 500 Index | | | | | | | | | | | | $ | 100 | | | | | $ | 110 | | | | | $ | 131 | | | | | $ | 123 | | | | | $ | 158 | | | | | $ | 184 | |

| CDW Peers | | | | | | | | | | | | $ | 100 | | | | | $ | 124 | | | | | $ | 139 | | | | | $ | 118 | | | | | $ | 145 | | | | | $ | 157 | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

The selected financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our Consolidated Financial Statements and the related notes.

Items that materially impact the comparability of the results over the last five years are discussed below the table.

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| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (dollars in millions, except per share amounts) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 18,467.5 | | | | | $ | 18,032.4 | | | | | $ | 16,240.5 | | | | | $ | 14,832.9 | | | | | $ | 13,672.7 | |

| Cost of sales | | | | | | 15,257.4 | | | | | | 14,992.5 | | | | | | 13,533.6 | | | | | | 12,382.7 | | | | | | 11,344.4 | | |

| Gross profit | | | | | | 3,210.1 | | | | | | 3,039.9 | | | | | | 2,706.9 | | | | | | 2,450.2 | | | | | | 2,328.3 | | |

| Selling and administrative expenses | | | | | | 2,030.9 | | | | | | 1,906.3 | | | | | | 1,719.6 | | | | | | 1,583.7 | | | | | | 1,508.3 | | |

| Operating income | | | | | | 1,179.2 | | | | | | 1,133.6 | | | | | | 987.3 | | | | | | 866.5 | | | | | | 820.0 | | |

| Interest expense, net | | | | | | (154.9) | | | | | | (159.4) | | | | | | (148.6) | | | | | | (150.5) | | | | | | (146.5) | | |

| Other (expense) income, net | | | | | | (22.0) | | | | | | (24.5) | | | | | | 1.8 | | | | | | (55.3) | | | | | | (0.3) | | |

| Income before income taxes | | | | | | 1,002.3 | | | | | | 949.7 | | | | | | 840.5 | | | | | | 660.7 | | | | | | 673.2 | | |

| Income tax expense | | | | | | (213.8) | | | | | | (212.9) | | | | | | (197.5) | | | | | | (137.6) | | | | | | (248.1) | | |

| Net income | | | | | | $ | 788.5 | | | | | $ | 736.8 | | | | | $643.0 | | | | | | $ | 523.1 | | | | | $ | 425.1 | |

| Net income per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | $ | 5.53 | | | | | $ | 5.08 | | | | | $ | 4.26 | | | | | $ | 3.37 | | | | | $ | 2.60 | |

| Diluted | | | | | | $ | 5.45 | | | | | $ | 4.99 | | | | | $ | 4.19 | | | | | $ | 3.31 | | | | | $ | 2.56 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per common share | | | | | | $ | 1.5400 | | | | | $ | 1.2650 | | | | | $ | 0.9250 | | | | | $ | 0.6900 | | | | | $ | 0.4825 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data (at period end): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 1,410.2 | | | | | $ | 154.0 | | | | | $ | 205.8 | | | | | $ | 144.2 | | | | | $ | 263.7 | |

| Working capital | | | | | | 2,055.2 | | | | | | 842.7 | | | | | | 993.7 | | | | | | 874.2 | | | | | | 959.9 | | |

| Total assets | | | | | | 9,344.7 | | | | | | 7,999.4 | | | | | | 7,167.7 | | | | | | 6,966.7 | | | | | | 6,958.4 | | |

| Total debt and finance lease obligations(1)(2) | | | | | | 3,927.2 | | | | | | 3,317.3 | | | | | | 3,209.1 | | | | | | 3,236.7 | | | | | | 3,236.6 | | |

| Total stockholders' equity | | | | | | 1,297.1 | | | | | | 960.3 | | | | | | 975.2 | | | | | | 985.6 | | | | | | 1,047.9 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | | | | $ | 158.0 | | | | | $ | 236.3 | | | | | $ | 86.1 | | | | | $ | 81.1 | | | | | $ | 63.5 | |

| Gross profit as a percentage of Net sales | | | | | | 17.4 | | % | | | | 16.9 | | % | | | | 16.7 | | % | | | | 16.5 | | % | | | | 17.0 | | % |

| Non-GAAP operating income(3) | | | | | | $ | 1,404.6 | | | | | $ | 1,368.4 | | | | | $ | 1,216.6 | | | | | $ | 1,106.8 | | | | | $ | 1,048.3 | |

| Non-GAAP net income(4) | | | | | | 954.4 | | | | | | 902.1 | | | | | | 794.3 | | | | | | 605.9 | | | | | | 569.7 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Statement of Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by (used in): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating activities | | | | | | $ | 1,314.3 | | | | | $ | 1,027.2 | | | | | $ | 905.9 | | | | | $ | 777.7 | | | | | $ | 604.0 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i36711e581b7647b1aa79820df4895dbb_151)] [added: Firm](#i5097c9e42aac4de58b2d1718fe0c0c1f_154) (PCAOB ID: 42)] | | | [removed: [46](#i36711e581b7647b1aa79820df4895dbb_151)] [added: [43](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020 and 2019](#i36711e581b7647b1aa79820df4895dbb_157)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_160) [and 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[2](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[0](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] | | | [removed: [48](#i36711e581b7647b1aa79820df4895dbb_157)] [added: [46](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_163)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] | | | [removed: [49](#i36711e581b7647b1aa79820df4895dbb_163)] [added: [47](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_166)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] | | | [removed: [50](#i36711e581b7647b1aa79820df4895dbb_166)] [added: [48](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] | | |

| [Consolidated Statements of [removed: Stockholders’ Equity] [added: Stockholders](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[’](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [Equity] for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_169)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] | | | [removed: [51](#i36711e581b7647b1aa79820df4895dbb_169)] [added: [49](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_175)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] | | | [removed: [52](#i36711e581b7647b1aa79820df4895dbb_175)] [added: [50](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i36711e581b7647b1aa79820df4895dbb_178)] [added: Statements](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] | | | [removed: [53](#i36711e581b7647b1aa79820df4895dbb_178)] [added: [51](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] | | |

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income, [removed: stockholders'] [added: stockholders’] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (2) (collectively referred to as the [removed: "consolidated] [added: “consolidated] financial [removed: statements").][added: statements”).]

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 26, 2021] [added: 28, 2022] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter below] [added: matters below,] providing a separate opinion on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| | | | [added: | | |] Revenue recognition | | |

| Description of the Matter | | | [added: | | |] As described in Note 1 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services to customers. The Company applies judgment in determining whether it is the principal and reports revenue on a gross basis, or an agent and reports revenue on a net basis. The Company also sells some of its products and services as part of bundled contract arrangements containing multiple performance obligations. Significant judgment may be required when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together. For each distinct performance obligation, judgment is required to determine the relative standalone selling price to allocate the transaction price, such as using an expected cost plus margin approach. Auditing the [removed: Company's] [added: Company’s] contracts with customers was challenging given the significant audit effort required to analyze the [removed: Company's] [added: Company’s] various products, services and contract arrangements. For example, certain customer contracts contain multiple parties and there can be subjective judgment in assessing the [removed: Company's] [added: Company’s] role as principal or agent in the contract arrangement. For certain other customer contracts, there can be judgment in the identification of the distinct performance obligations along with the determination of the associated relative standalone selling prices. | | |

| How We Addressed the Matter in Our Audit | | | [added: | | |] We obtained an understanding of the revenue process, evaluated the design and tested the operating effectiveness of the [removed: Company's] [added: Company’s] internal controls over the relevant terms of the customer contracts, including the determination of principal versus agent, the identification of distinct performance obligations and the determination of the relative standalone selling price for separate performance obligations. To test revenue recognition, our audit procedures included among others, examination of executed customer contracts for a sample of sales transactions, and evaluating the [removed: Company's] [added: Company’s] determination of principal versus agent, identifying products and services in the contract and assessing separate distinct performance obligations. To test [removed: management's] [added: management’s] determination of relative standalone selling price for separate performance obligations, we performed audit procedures that included, among others, assessing the appropriateness of the methodology applied, testing the mathematical accuracy of the underlying data and calculations and inspecting the underlying data information on a sample basis. | | |

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 1,410.2] [added: 258.1] | | | | | $ | [removed: 154.0] [added: 1,410.2] | |

| Accounts receivable, net of allowance for credit losses of [removed: $29.6] [added: $20.4] and [removed: $7.9,] [added: $29.6,] respectively | | | [removed: 3,212.6] [added: 4,499.4] | | | | | | [removed: 3,002.2] [added: 3,212.6] | | |

| Merchandise inventory | | | [removed: 760.0] [added: 927.6] | | | | | | [removed: 611.2] [added: 760.0] | | |

| Miscellaneous receivables | | | [removed: 379.5] [added: 435.5] | | | | | | [removed: 395.1] [added: 379.5] | | |

| Prepaid expenses and other | | | [removed: 191.2] [added: 357.5] | | | | | | [removed: 171.6] [added: 191.2] | | |

| Total current assets | | | [removed: 5,953.5] [added: 6,478.1] | | | | | | [removed: 4,334.1] [added: 5,953.5] | | |

| Operating lease right-of-use assets | | | [removed: 130.8] [added: 155.6] | | | | | | [removed: 131.8] [added: 130.8] | | |

| Property and equipment, net | | | [removed: 175.5] [added: 195.8] | | | | | | [removed: 363.1] [added: 175.5] | | |

| Goodwill | | | [removed: 2,595.9] [added: 4,382.9] | | | | | | [removed: 2,553.0] [added: 2,595.9] | | |

| Other intangible assets, net | | | [removed: 445.1] [added: 1,628.1] | | | | | | [removed: 594.1] [added: 445.1] | | |

| Other assets | | | [removed: 43.9] [added: 358.9] | | | | | | [removed: 23.3] [added: 43.9] | | |

| Total Assets | | | $ | [removed: 9,344.7] [added: 13,199.4] | | | | | $ | [removed: 7,999.4] [added: 9,344.7] | |

| Accounts payable-trade | | | $ | [removed: 2,088.4] [added: 3,114.2] | | | | | $ | [removed: 1,835.0] [added: 2,088.4] | |

| Accounts payable-inventory financing | | | [removed: 524.6] [added: 448.3] | | | | | | [removed: 429.9] [added: 524.6] | | |

| Current maturities of long-term debt | | | [removed: 70.9] [added: 102.7] | | | | | | [removed: 34.1] [added: 70.9] | | |

| Contract liabilities | | | [removed: 243.7] [added: 402.9] | | | | | | [removed: 252.2] [added: 243.7] | | |

| Compensation | | | [removed: 288.3] [added: 361.7] | | | | | | [removed: 212.3] [added: 288.3] | | |

| Advertising | | | [removed: 153.4] [added: 145.5] | | | | | | [removed: 147.9] [added: 153.4] | | |

| Sales and income taxes | | | [removed: 104.2] [added: 65.9] | | | | | | [removed: 88.6] [added: 104.2] | | |

| Other | | | [removed: 424.8] [added: 454.8] | | | | | | [removed: 491.4] [added: 424.8] | | |

| Total current liabilities | | | [removed: 3,898.3] [added: 5,096.0] | | | | | | [removed: 3,491.4] [added: 3,898.3] | | |

| Debt | | | [removed: 3,856.3] [added: 6,755.8] | | | | | | [removed: 3,283.2] [added: 3,856.3] | | |

| Deferred income taxes | | | [removed: 55.3] [added: 222.3] | | | | | | [removed: 62.4] [added: 55.3] | | |

| | | | | | | Accounting for the Acquisition of Sirius - Valuation of Intangible Assets | | |

| Description of the Matter | | | | | | As described in Note 1 and Note 3 to the consolidated financial statements, the Company acquired Granite Parent, Inc. (also referred to as “Sirius”) for net consideration of $2.4 billion during the year ended December 31, 2021. The transaction was accounted for as a business combination and the Company preliminarily allocated $1.1 billion of the purchase price to the fair value of identified intangible assets. Auditing the Company’s accounting for its acquisition of Sirius was complex due to the significant estimation uncertainty in the Company’s preliminary determination of the fair value of identified intangible assets of $1.1 billion, which principally consisted of customer relationships of $1,090.0 million. The significant estimation uncertainty was primarily due to the sensitivity of the fair value of customer relationships to underlying assumptions about the future performance of the acquired business and the expectations of market participant synergies on which those assumptions were based. The Company used the income approach to measure customer relationships. The significant assumptions used to estimate the value of customer relationships included the long-term growth rate, customer attrition rate and discount rate. These significant assumptions are forward looking and could be affected by future economic and market conditions. | | |

| How We Addressed the Matter in Our Audit | | | | | | We obtained an understanding of the Company’s process for accounting for the acquisition. We tested the design and operating effectiveness of the Company's controls over the estimation process supporting the recognition and measurement of customer relationships. We also tested controls regarding management’s review of assumptions used in the valuation model. To test the fair value of the Company’s customer relationships, we performed, with the assistance of our valuation specialists, audit procedures that included evaluating the Company’s selection of the valuation methodology, significant assumptions used and completeness and accuracy of the underlying data. For example, we compared the significant assumptions to historical and current industry, market and economic trends. We also tested the underlying source information used and verified the mathematical accuracy of the calculations within the valuation model. | | |

| February 28, 2022 | | |

| Adoption of Credit Losses ASU 2016-13 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | — | | | | | | 0.5 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 988.6 | | | | | | — | | | | | | 988.6 | | |

| Stock option exercises | | | | | | 1.5 | | | | | | — | | | | | | 69.9 | | | | | | — | | | | | | — | | | | | | 69.9 | | |

| Repurchases of common stock | | | | | | (8.7) | | | | | | (0.1) | | | | | | — | | | | | | (1,500.3) | | | | | | — | | | | | | (1,500.4) | | |

| Dividend payments ($1.700 per share) | | | | | | — | | | | | | — | | | | | | 1.5 | | | | | | (236.3) | | | | | | — | | | | | | (234.8) | | |

| Adoption of Income Tax ASU 2019-12 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19.2 | | | | | | — | | | | | | 19.2 | | |

| Balance as of December 31, 2021 | | | | | | 134.8 | | | | | | $ | 1.3 | | | | | $ | 3,369.5 | | | | | $ | (2,570.7) | | | | | $ | (94.4) | | | | | $ | 705.7 | |

| Proceeds from the sale of equity method investment | | | 36.0 | | | | | | — | | | | | | — | | |

| Payments of debt financing fees | | | (38.1) | | | | | | (16.2) | | | | | | (9.5) | | |

| Financing payments for revenue generating assets | | | (46.1) | | | | | | (18.1) | | | | | | — | | |

| Other | | | 5.1 | | | | | | (12.9) | | | | | | (23.9) | | |

Significant Accounting Policies

The Company’s Consolidated Financial Statements are based on a fiscal year ended December 31.

On October 15, 2021, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) to acquire all issued and outstanding equity interests in Granite Parent, Inc., the parent company of Sirius Computer Solutions, Inc. (“Sirius”), for a base purchase price of $2.5 billion in cash, subject to customary closing adjustments.

On December 1, 2021, the Company completed its acquisition of Sirius.

The Company included the financial results of Sirius in its Consolidated Financial Statements from the date of the acquisition.

For additional information on the acquisition of Sirius, refer to Note 3 (Acquisitions).

The Company occasionally may transfer certain accounts receivable, without recourse, to third-party financial companies as a method to accelerate cash collections and reduce the Company’s credit exposure.

Under these agreements, the Company may transfer certain accounts receivable in exchange for cash less a discount, as defined by the agreements.

The Company’s ability to sell receivables is dependent on the financial institutions’ willingness to purchase such receivables.

In addition, certain of these agreements also require that the Company continue to service, administer and collect the sold accounts receivable.

Such transfers are recognized as a sale and the related accounts receivable is derecognized from the Consolidated Balance Sheet upon receipt of the third-party financing company’s payment.

During the years ended December 31, 2021 and 2020, the Company sold approximately $139 million and $83 million, respectively, of accounts receivable.

estimated useful life of the assets.

market conditions, among others.

during the period that the software assurance is in effect.

Accounting for Contract Assets and Contract Liabilities

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.

This ASU requires entities to recognize contract liabilities and contract assets acquired in a business combination to be recognized in accordance with ASC 606, Revenue from Contracts with Customers (“Topic 606”) as if the acquirer had originated the contracts, subject to certain considerations.

As a result, the recognition and measurement of those contract liabilities and contract assets will likely be comparable to the acquiree’s book value under Topic 606.

The Company early adopted this standard, and the impact of adoption was not significant to the Company’s Consolidated Financial Statements.

3. Acquisitions

Sirius

On December 1, 2021, the Company completed its previously announced acquisition of all issued and outstanding equity interests of Sirius, as described within Note 1 (Description of Business and Summary of Significant Accounting Policies).

The aggregate consideration paid, net of cash acquired, at the closing of the acquisition was approximately $2.4 billion, which is subject to the finalization of customary closing adjustments.

Transaction costs related to the acquisition were $35 million, which are included in Selling and administrative expenses for the year ended December 31, 2021.

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[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

| February 26, 2021 | | |

[Table](#i36711e581b7647b1aa79820df4895dbb_7) [of Contents](#i36711e581b7647b1aa79820df4895dbb_7)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2017 | | | | | | 153.1 | | | | | | $ | 1.5 | | | | | 0.1 | | | | | | $ | — | | | | | $ | 2,911.6 | | | | | $ | (1,831.6) | | | | | $ | (95.9) | | | | | $ | 985.6 | |

| Dividend payments ($0.925 per share) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.8 | | | | | | (140.2) | | | | | | — | | | | | | (139.4) | | |

| Unrealized loss from hedge accounting | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.6) | | | | | | (0.6) | | |

| Impact of adoption of Topic 326 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | — | | | | | | 0.5 | | |

| Net income | | | $ | 788.5 | | | | | $ | 736.8 | | | | | $ | 643.0 | |

| Repurchases of common stock | | | (340.6) | | | | | | (657.2) | | | | | | (522.3) | | |

| Other | | | 2.0 | | | | | | 1.5 | | | | | | 8.2 | | |

measurement period, not to exceed one year from the date of acquisition.

that it will be exercised; a determination which is at the sole discretion of the Company.

Goodwill is not amortized but is subject to periodic testing for impairment at the reporting unit level.

supplier or (iii) via electronic delivery of keys for software licenses.

In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("Topic 740").

This ASU simplifies various areas related to the accounting for income taxes by removing certain exceptions to the general principles and by amending the existing guidance in order to improve consistency in application.

On January 1, 2020, the Company adopted and applied Topic 326 using the modified retrospective approach.

Topic 326 introduced a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, which is reflected in the Company’s policies.

The adoption of Topic

326, as well as the adjustment to retained earnings for the cumulative effect, was not significant to the Company's Consolidated Financial Statements.

3. Acquisition

On February 1, 2019, the Company completed the acquisition of all issued and outstanding shares of Scalar Decisions Inc. ("Scalar"), a leading technology solutions provider in Canada, for a total final purchase price of $88 million, of which $13 million is deferred to satisfy potential indemnity obligations and is expected to be paid in the first quarter of 2021.

During the year ended December 31, 2020, the Company recognized a provision for credit losses of $31 million to reflect the forecasted credit deterioration primarily due to the COVID-19 pandemic, which considered geographic-specific factors, customer makeup and the overall size of the Company's pools, as well as the impacts experienced to date and the impacts from the last significant economic downturn in 2008-2009.

Due to the higher inherent risk in the pools associated with the Company's Corporate and Small Business segments, the overall size of certain pools within the Public segment, and the increased risk with customers based from the UK pool, the majority of the allowance relates to these pools.

| Revenue generating assets | | | Up to 1 | | | | | | — | | | | | | 212.0 | | |

During 2019, the Company recorded additions of $212 million to revenue generating assets related to the delivery of a mobility solution, which was delivered throughout 2020.

During 2020, the increased depreciation expense was primarily due to the delivery of a mobility solution.

| Balances as of December 31, 2018(2) | | | | | | $ | 1,074.1 | | | | | $ | 185.9 | | | | | $ | 929.6 | | | | | $ | 273.2 | | | | | $ | 2,462.8 | |

| Scalar acquisition(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 62.0 | | | | | | 62.0 | | |

| Aptris, Inc. acquisition(4) | | | | | | 16.5 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16.5 | | |

(3)For additional information regarding the addition to goodwill resulting from the Company's acquisition, see Note 3 (Acquisition).

(4)The Company acquired Aptris, Inc. on October 1, 2019.

[removed: The Company's management, with the participation of the Company's] Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the [removed: Company's] [added: 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 [removed: "Exchange Act"))] [added: “Exchange Act”))] as of the end of the period covered by this report.

[removed: Management's] [added: Management’s] Annual Report on Internal Control over Financial Reporting

Management assessed the effectiveness of the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on its assessment, [added: which excluded an internal control assessment of Sirius Computer Solutions, Inc.,] management concluded that, as of December 31, [removed: 2020,] [added: 2021,] the [removed: Company's] [added: Company’s] internal control over financial reporting is effective.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited CDW Corporation and [removed: subsidiaries'] [added: subsidiaries’] internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CDW Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, comprehensive income, [removed: stockholders'] [added: stockholders’] equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the Index at Item 15 (a) (2) and our report dated February [removed: 26, 2021] [added: 28, 2022] expressed an unqualified opinion thereon.

The Company’s management, with the participation of the Company’s

As permitted by the Securities and Exchange Commission guidance for newly acquired businesses, management excluded its assessment of internal control over financial reporting for Sirius Computer Solutions, Inc., which was acquired on December 1, 2021 and accounts for approximately 30% of consolidated total assets and 1% of consolidated net sales as of and for the year ended December 31, 2021.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sirius Computer Solutions, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted 30% of total assets as of December 31, 2021.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sirius Computer Solutions, Inc.

| February 28, 2022 | | |

The Company has not experienced any material impact to our internal control over financial reporting despite the fact that most of our coworkers are working remotely for their health and safety during the COVID-19 pandemic.

The Company is continually monitoring and assessing the potential impact of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

| February 26, 2021 | | |

PART III

None.

PART III

Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders on May [removed: 20, 2021 ("2021] [added: 19, 2022 (“2022] Proxy [removed: Statement"),] [added: Statement”),] which we will file with the SEC on or before April 30, [removed: 2021.][added: 2022.]

Information required under this Item 11 is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

Information required under this Item 12 is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

Information required under this Item 13 is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the [removed: 2021] [added: 2022] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i36711e581b7647b1aa79820df4895dbb_151)] [added: Firm](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] | | | [removed: [46](#i36711e581b7647b1aa79820df4895dbb_151)] [added: [43](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2020 and 2019](#i36711e581b7647b1aa79820df4895dbb_157)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_160) [and 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] | | | [removed: [48](#i36711e581b7647b1aa79820df4895dbb_157)] [added: [46](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_163)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] | | | [removed: [49](#i36711e581b7647b1aa79820df4895dbb_163)] [added: [47](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_166)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] | | | [removed: [50](#i36711e581b7647b1aa79820df4895dbb_166)] [added: [48](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_169)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] | | | [removed: [51](#i36711e581b7647b1aa79820df4895dbb_169)] [added: [49](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019 and 2018](#i36711e581b7647b1aa79820df4895dbb_175)] [added: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] | | | [removed: [52](#i36711e581b7647b1aa79820df4895dbb_175)] [added: [50](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i36711e581b7647b1aa79820df4895dbb_178)] [added: Statements](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] | | | [removed: [53](#i36711e581b7647b1aa79820df4895dbb_178)] [added: [51](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i36711e581b7647b1aa79820df4895dbb_271)] [added: Accounts](#i5097c9e42aac4de58b2d1718fe0c0c1f_247)] | | | [removed: [81](#i36711e581b7647b1aa79820df4895dbb_271)] [added: [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_247)] | | |

| 3.1 | | | | | | [removed: [Fifth Amended and] [added: [Sixth] Restated Certificate of Incorporation of CDW Corporation, previously filed as Exhibit [removed: 3.1 with] [added: 3.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm)[2](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [with] CDW [removed: Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 and] [added: Corporation’s](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [Form 8-K](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [filed on](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [May 21, 2021](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312513258607/d501911dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm)] | | |

| [removed: 3.1.1] [added: 10.9§] | | | | | | [removed: [Certificate of Amendment to Fifth] [added: [CDW Corporation] Amended and Restated [removed: Certificate of Incorporation of CDW Corporation,] [added: 2013 Long-Term Incentive Plan,] previously filed as Exhibit [removed: 3.1] [added: 10.1] with CDW Corporation’s Form 8-K filed on May 19, 2016 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm)] | | |

| [removed: 3.1.2] [added: 10.11§] | | | | | | [removed: [Certificate of Amendment to Fifth] [added: [CDW Corporation Coworker Stock Purchase Plan](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) [(As] Amended and [removed: Restated Certificate of Incorporation of CDW Corporation] [added: Restated, Effective May 20, 2021)](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)[,] previously filed as Exhibit [removed: 3.1 with] [added: 10.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)[2](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) [with] CDW Corporation’s Form [removed: 8-K] [added: 10-Q] filed [removed: on May 25, 2018 and] [added: on](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) [August 4, 2021](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312518174300/d594503dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)] | | |

| 3.13 | | | | | | [Articles of Organization of CDW Logistics LLC, previously filed as Exhibit 3.13 with CDW [removed: Corporation's] [added: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex313.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex313.htm)[s] Form 10-K filed on February 28, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex313.htm) | | |

| 3.14 | | | | | | [Limited Liability Company Agreement of CDW Logistics LLC, previously filed as Exhibit 3.14 with CDW [removed: Corporation's] [added: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex314.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex314.htm)[s] Form 10-K filed on February 28, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex314.htm) | | |

| [removed: 4.1] [added: 10.18§] | | | | | | [removed: [Description] [added: [Form] of [added: Restricted Stock Unit Award Agreement under the] CDW [removed: Corporation’s Common Stock,] [added: Corporation Amended and Restated 2013 Long-Term Incentive Plan,] previously filed as Exhibit [removed: 4.1] [added: 10.20] with CDW [removed: Corporation's] [added: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex1020.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex1020.htm)[s] Form 10-K filed on February 28, 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex41.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex1020.htm)] | | |

| 4.3 | | | | | | [Base Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance [removed: Corporation, the guarantors] [added: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [CDW Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [the](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [other](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) [guarantors] party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.1 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex41.htm) | | |

| 4.4 | | | | | | [First Supplemental Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance [removed: Corporation,] [added: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) [CDW Corporati](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm)[on,] the [added: other] guarantors party [removed: thereto and] [added: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) [and] U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) | | |

| 4.5 | | | | | | [Form of 5.5% Senior Note (included as [removed: Exhibit B to] [added: Exhibit](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) [A](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) [to] Exhibit 4.4), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) | | |

| 4.6 | | | | | | [Fourth Supplemental Indenture, dated as of September 26, 2019, by and among the CDW LLC, CDW Finance [added: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [CDW] Corporation, the [added: other] guarantors party [removed: thereto and] [added: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [and] U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) | | |

| 4.7 | | | | | | [Form of 4.250% Senior Note (included as Exhibit A to Exhibit 4.6) previously filed as Exhibit 4.3 [removed: with the CDW] [added: with](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [CDW] Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) | | |

| 4.8 | | | | | | [Fifth Supplemental Indenture, dated as of April 21, 2020, by and among CDW LLC, CDW Finance [added: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm) [CDW] Corporation, the [added: other] guarantors party [removed: thereto and] [added: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm) [and] U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm) | | |

| 4.10 | | | | | | [Sixth Supplemental Indenture, dated as of August 13, 2020, by and among CDW LLC, CDW Finance [removed: Corporation, the guarantors] [added: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [CDW Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [the](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [other](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) [guarantors] party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm) | | |

| [removed: 10.1] [added: 10.2] | | | | | | [removed: [Second Amended and Restated Revolving Loan] [added: [Revolving] Credit Agreement, dated [removed: March 31, 2017,] [added: as of December 1, 2021,] by and among CDW LLC, [added: CDW Finance Holdings Limited,] the [added: guarantors party thereto, the] lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint lead arrangers, joint bookrunners, [removed: co-collateral agents,] co-syndication agents and co-documentation agents party [removed: thereto, previously] [added: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm)[,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [previously] filed as Exhibit [removed: 10.1] [added: 10.2] with CDW Corporation’s Form 8-K filed [removed: on March 31, 2017 and] [added: on](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [December](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [2](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm)[,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [2021](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312517106889/d321062dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm)] | | |

| [removed: 10.2] [added: 10.1] | | | | | | [removed: [Amended and Restated Term Loan] [added: [Credit] Agreement, dated as [removed: of August 17, 2016, by] [added: of](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [December 1, 2021,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [by] and among CDW LLC, the lenders from time to time party [removed: thereto, Barclays Bank PLC,] [added: thereto,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [JPMorgan Chase Bank, N.A.,] as [removed: administrative agent and collateral agent,] [added: administrative](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [agent,] and the joint lead arrangers, joint [removed: bookrunners, syndication agent and] [added: bookrunners,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [co-](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm)[syndication agent](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm)[s](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [and] co-documentation agents party thereto, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed [removed: on August 18, 2016 and] [added: on](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [December 2, 2021](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516684783/d231285dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex101.htm)] | | |

| [removed: 10.3] [added: 10.12§] | | | | | | [removed: [First Amendment to Amended and Restated Term Loan Agreement, dated as] [added: [Form] of [removed: February 28, 2017, among CDW,] [added: Stock Option Agreement (executive officers) under] the [removed: lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent,] [added: CDW Corporation Amended] and [removed: the other loan parties party thereto,] [added: Restated 2013 Long-Term Incentive Plan,] previously filed as Exhibit [removed: 10.1] [added: 10.22] with CDW Corporation’s Form [removed: 8-K] [added: 10-K] filed on March [removed: 2,] [added: 1,] 2017 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312517067674/d260013dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm)] | | |