CDW (CDW) 10-K risk factor changes: FY2022 vs FY2021

Many governments and health authorities have [added: from time to time] implemented recommendations or mandates intended to slow the further spread of the disease, such as shelter-in-place orders, resulting in the temporary closure of schools and non-essential businesses, or social distancing [added: and other mitigation] measures, resulting in modified operations of various businesses including ours, and these measures may remain in place for a significant period of time.

While some of these restrictions have been lifted or eased in certain jurisdictions, [removed: other restrictions such as vaccine mandates and testing requirements have been newly imposed, and] the recovery process [removed: is] [added: remains] uncertain.

[removed: In addition, the pandemic has resulted in a] widespread health crisis that has adversely affected the economies and financial markets of many countries, including the US, the UK and Canada.

In addition, we [added: have experienced and] may [added: continue to] experience inflationary pressures, resulting in increased product prices that we may be unable to pass on to our customers.

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

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 [added: need for, and the cost of, working capital and could have an adverse effect on our business, results of operations or cash flows.]

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

Our business involves the handling, storage and transmission of proprietary information and sensitive or confidential data, including personal information of coworkers, customers, partners and [removed: others.][added: others, which we must do in compliance with applicable law.]

We have privacy and data security policies, practices and controls in place that are designed to prevent security breaches; however, as newer technologies evolve, as more business is conducted [removed: on line] [added: over the internet] and remotely, [added: as we acquire more business operations] and as the portfolio of the service providers we exchange confidential information, software and/or hardware with expands, we are exposed to increased risks from breaches in security, including those arising from human error, negligence or mismanagement or from illegal or fraudulent acts, such as cyberattacks.

[removed: 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, ransomware, phishing, misrepresentation, social engineering and forgery, make it increasingly challenging to [removed: anticipate] [added: anticipate, detect] and [removed: adequately mitigate] [added: defend against] these [removed: threats should they materialize.][added: threats.]

[removed: Breaches] [added: However, breaches] in security could expose us, our supply chain, our customers or other individuals to significant disruptions and a risk of public disclosure, loss or misuse of [removed: this information.][added: confidential data.]

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

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 [removed: arise.][added: arise, and may not continue to be available to us on economically reasonable terms or at all.]

A sustained labor shortage or increased turnover rates within our coworker [removed: base, whether caused by COVID-19 or as a result of general macroeconomic factors occurring throughout the US economy,] [added: base] 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.

Moreover, if we are unable to continue to train our sales, services and technical personnel effectively to meet the rapidly changing technology needs of our customers, the overall quality and [removed: efficiency of such personnel could decrease.]

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 [added: may decide to carry high inventory levels of certain products that have limited or no return privileges due to customer demand or request or to manage supply chain interruptions.]

If we purchase inventory in anticipation of customer demand that does not materialize, or if customers [removed: reduce or] [added: reduce,] delay [added: or decommit from] orders, and if we were unable to return the inventory to a vendor partner, we would be exposed to an increased risk of inventory obsolescence.

Further, if our customers’ businesses are adversely affected by [removed: the impact of COVID-19,] [added: global or regional economic conditions such as cost inflation or rising interest rates,] they may delay or reduce purchases from us, which could adversely affect our results of operations.

Our Gross profit percentage fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic [removed: conditions, such as] [added: conditions including] inflation; pricing pressures; changes in product costs from our vendor partners; the availability of price protection, purchase discounts and incentive programs from our vendor partners; changes in product, order size and customer mix; the risk of some items in our inventory becoming obsolete; increases in product and delivery costs that we cannot pass on to customers; and general market and competitive conditions.

Weak or unstable economic [removed: and political] conditions generally, [added: inflation and actions taken by central banks to counter inflation,] sustained uncertainty about global [removed: economic and] political [removed: conditions,] [added: conditions (such as that caused by UK’s exit from the European Union in 2020, referred to as “Brexit”), periods of intense diplomatic or armed conflict (such as the ongoing conflict between Russia and Ukraine and responsive sanctions against Russia),] government spending cuts and the impact of new government policies (including the introduction of new or increased taxes, the imposition of minimum taxes or new or increased limitations on deductions, credits or other tax benefits), or a tightening of credit markets, including as a result of the COVID-19 [removed: pandemic,] [added: pandemic or rising interest rates,] could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows.

Manufacturing interruptions or delays, including as a result of the financial instability or bankruptcy of manufacturers, significant labor disputes such as strikes, natural disasters (which may increase in number or severity as a result of climate change), political or social unrest, [added: armed conflict,] pandemics (such as the COVID-19 pandemic) or other public health crises, or other adverse occurrences affecting any of our suppliers’ facilities, could disrupt our supply chain.

Moreover, supply chain disruptions [removed: 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 [removed: customers.][added: customers and could further exacerbate current inflationary pressures.]

Our global operations span a variety of legal regimes, subjecting us to numerous complex, diverse, evolving and at times potentially inconsistent laws and regulations in a number of areas, including labor and employment, advertising, e-commerce, [removed: tax, trade, import and export controls, economic and trade sanctions, anti-corruption, data privacy and security requirements, competition, climate, environmental and health and safety.]

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $6.9] [added: $5.9] billion of total debt outstanding and [removed: $448] [added: $519] million of obligations outstanding under our inventory financing agreements, and the ability to borrow an additional [removed: $1.0] [added: $1.1] billion under our senior unsecured revolving loan facility (the “Revolving Loan Facility”).

We may not be able to maintain our existing [removed: ratings,] [added: investment grade ratings from certain credit rating agencies,] 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.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1.0] [added: $1.1] billion available for additional borrowing under our Revolving Loan Facility.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1.7 billion] [added: $857 million] of variable rate debt outstanding.

[removed: If] [added: When] interest rates increase, our debt service obligations on the variable rate indebtedness [removed: would] increase even though the amount borrowed [removed: remained] [added: remains] the same, and [added: could negatively impact] our net income [removed: would decrease.][added: absent any derivative instruments.]

[added: These provisions could also discourage] proxy contests and make it more difficult for our stockholders to elect directors of their choosing and to cause us to take other corporate actions our stockholders desire.

[removed: Any determination to pay dividends on, or repurchase, shares of our common] stock in the future will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur, our target leverage ratio, restrictions imposed by applicable law, tax considerations and other factors our Board of Directors deems relevant.

A significant portion of our sales are derived from products manufactured by Apple, Cisco, Dell EMC, HP Inc., Lenovo and Microsoft.

In addition, purchases from two wholesale distributors, Ingram Micro and TD SYNNEX, represent approximately one-third of our total US purchases.

In addition, the pandemic has resulted in a

We compete with hardware resellers, manufacturers who sell directly to customers, large service providers and system integrators, communications service providers, cloud providers, e-commerce companies and office supply retailers, among others.

Our information technology systems are inherently exposed to varied technological threats beyond our control.

We, and some third parties upon which we rely, regularly experience malicious attacks and other attempts to gain authorized access to our systems, and attacks against us by state-sponsored organizations and nation-states may increase during periods of intense diplomatic or armed conflicts such as the ongoing conflict between Russia and Ukraine.

Although we have not experienced a material security breach to date, the evolving nature of cybersecurity threats, in light of new and sophisticated

We and our third party partners have implemented various security controls to meet compliance and privacy requirements while defending against these evolving security threats.

efficiency of such personnel could decrease.

In the event that supply chain pressures ease, we may experience changes in average selling prices and our gross margins on certain products as customers become more price sensitive.

Periods of intense diplomatic or armed conflict, such as the ongoing conflict in Ukraine, may result in new and rapidly evolving trade restrictions and sanctions.

tax, trade, import and export controls, economic and trade sanctions, anti-corruption, data privacy and security requirements, competition, climate, environmental and health and safety.

Failure to maintain the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Major debt rating agencies regularly evaluate our debt based on a number of factors, and any rating assigned could be lowered or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes in our financial position, so warrant.

Interest rates increased significantly during 2022 and may continue to do so.

From time to time, we may execute derivative instruments to reduce interest rate volatility, subject to acceptable terms.

We cannot assure you we will enter into such derivative instruments in the future or that such instruments will be effective.

Any determination to pay dividends on, or repurchase, shares of our common

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 2021, products we purchased from wholesale distributors Ingram Micro and TD SYNNEX, together, represented 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 over 50% of our 2021 consolidated Net sales.

Sales of products manufactured by Dell EMC and Lenovo represented over 20% of our 2021 consolidated Net sales.

Our current competition includes:

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

- manufacturers who sell directly to customers, such as Adobe, Apple, Dell EMC, HP Inc. and Hewlett Packard Enterprise;

- large service providers and system integrators, such as Accenture, Dell EMC, Hewlett Packard Enterprise and IBM;

- communications service providers, such as AT&T, CenturyLink and Verizon;

- cloud providers, such as Amazon Web Services, Google and Microsoft;

- e-tailers, such as Amazon and Newegg; and

- retailers (including their e-commerce activities), such as Office Depot and Staples.

The integrity of our information technology systems is vulnerable to disruption due to forces beyond our control.

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.

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.

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

may decide to carry high inventory levels of certain products that have limited or no return privileges due to customer demand or request or to manage supply chain interruptions.

For example, there continues to be uncertainty regarding the economic and other impacts of the UK’s exit from the European Union (“EU”) in 2020, referred to as “Brexit”.

Potential adverse consequences of Brexit and the uncertainties around the UK and EU’s relationship include global market uncertainty, volatility in currency exchange rates, additional costs and operational burdens associated with increased operational restrictions on imports and exports between the UK and other countries, potential adverse effects on the mobility of personnel and potentially increased regulatory complexities, each of which could have a negative impact on our business, financial condition or results of operations.

We have established a presence in the Netherlands to help address future developments, as needed, for Brexit, which could add complexity to our European operations as well as result in higher costs associated with serving our customers.

We will be required to generate sufficient cash to service our indebtedness and, if not successful, we may be forced to take other actions to satisfy our obligations under our indebtedness.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.

Our outstanding long-term debt will impose significant cash interest payment obligations on us and, accordingly, we will have to generate significant cash flow from operating activities to fund our debt service obligations.

We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” included elsewhere in this report.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital, restructure or refinance our indebtedness, or revise or delay our strategic plan.

We cannot assure you that we would be able to take any of these actions on terms that are favorable to us or at all, that these actions would be successful and permit us to meet our scheduled debt service obligations or satisfy our capital requirements, or that these actions would be permitted under the terms of our existing or future debt agreements, including our senior credit facilities and indentures.

In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

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

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

- our debt holders could declare all outstanding principal and interest to be due and payable;

- the lenders under our Revolving Loan Facility could terminate their commitments to lend us money; and

- we could be forced into bankruptcy or liquidation.

Although we have entered into interest rate cap agreements on our term loan facility to reduce interest rate volatility, we cannot assure you we will be able to enter into interest rate cap agreements in the future on acceptable terms or that such caps or the caps we have in place now will be effective.

The London Inter-bank Offered Rate (“LIBOR”) is being discontinued as a floating rate benchmark, which may cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

Certain of our credit facilities, including our term loan facility and our Revolving Loan Facility, have variable interest rates using LIBOR as a benchmark rate, and we have entered into interest rate cap agreements with respect to the term loan facility that are based on LIBOR.

As of December 31, 2021, $1.7 billion of our total debt outstanding bears interest at variable interest rates using LIBOR as a benchmark rate.

The LIBOR and certain other interest “benchmarks” are subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

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.

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

Our solutions are delivered in physical, virtual and cloud-based environments through approximately [removed: 9,900] [added: 10,600] customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers.

This strategic acquisition [removed: will enhance] [added: has enhanced] our breadth and depth of services and solutions offerings.

For a discussion of results for the year ended December 31, [removed: 2020,] [added: 2021,] see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission on February [removed: 26, 2021.][added: 28, 2022.]

[removed: - General] [added: *•*General] economic conditions are a key factor affecting our results as they [added: can] impact our customers’ willingness to spend on information technology.

These trends are driving customer adoption of solutions such as those delivered via cloud, software defined architectures and hybrid on-premise and off-premise combinations, as well as the evolution of the IT consumption model to more “as a service” offerings, including [removed: Device] [added: software] as a [removed: Service] [added: service] and [added: infrastructure as a service, in addition to ongoing] managed [removed: services.][added: and professional service arrangements.]

We believe that the most important of these measures and ratios include average daily sales, [removed: gross margin, operating margin,] [added: Gross profit,] Net income, Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP [removed: 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, [removed: free] [added: Free] cash flow, [removed: return on working capital,] Cash and cash equivalents, [removed: net working capital,] cash conversion cycle and debt levels including available credit.

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

In this section, we [removed: discuss] [added: present] Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP [removed: income before income taxes,] [added: net income,] Non-GAAP net income [removed: and] [added: per diluted share,] Net sales growth on a constant currency [removed: basis,] [added: basis and Free cash flow,] which are non-GAAP financial measures.

We believe [removed: these measures] [added: Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share and Net sales growth on a constant currency basis] provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance.

For the definitions of Non-GAAP [removed: operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis] [added: measures] and reconciliations to the most directly comparable US GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

| (dollars in millions) | | | [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | |

| Net sales | | | $ | [removed: 20,820.8 | | | | | $ | 18,467.5] [added: 23,748.7] | | | | | $ | [removed: 18,032.4] [added: 20,820.8] | |

| Gross profit | | | [removed: 3,568.5 | | | | | | 3,210.1] [added: 4,686.6] | | | | | | [removed: 3,039.9] [added: 3,568.5] | | |

| Operating income | | | [removed: 1,419.0 | | | | | | 1,179.2] [added: 1,735.2] | | | | | | [removed: 1,133.6] [added: 1,419.0] | | |

| Net income | | | [removed: 988.6 | | | | | | 788.5] [added: 1,114.5] | | | | | | [removed: 736.8] [added: 988.6] | | |

| Non-GAAP operating income | | | [removed: 1,645.4 | | | | | | 1,404.6] [added: 2,050.5] | | | | | | [removed: 1,368.4] [added: 1,645.4] | | |

| Non-GAAP net income | | | [removed: 1,118.9 | | | | | | 954.4] [added: 1,341.5] | | | | | | [removed: 902.1] [added: 1,118.9] | | |

| Average daily sales(1) | | | [removed: 82.0 | | | | | | 72.7] [added: 93.5] | | | | | | [removed: 71.0] [added: 82.0] | | |

| Net debt(2) | | | [removed: 6,600.4 | | | | | | 2,517.0] [added: 5,607.5] | | | | | | [removed: 3,163.3] [added: 6,600.4] | | |

| Cash conversion cycle (in days)(3) | | | [removed: 24 | | | | | | 17] [added: 21] | | | | | | [removed: 18] [added: 24] | | |

(1) There were 254 selling days for [removed: each of] [added: both] the years ended December 31, [removed: 2021, 2020,] [added: 2022] and [removed: 2019.][added: 2021.]

| Net sales | | | | | | $ | [removed: 20,820.8] [added: 23,748.7] | | | | | 100.0 | | % | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: 17,252.3] [added: 19,062.1] | | | | | | [removed: 82.9] [added: 80.3] | | | | | | [removed: 15,257.4] [added: 17,252.3] | | | | | | [removed: 82.6] [added: 82.9] | | |

| Gross profit | | | | | | [removed: 3,568.5] [added: 4,686.6] | | | | | | [removed: 17.1] [added: 19.7] | | | | | | [removed: 3,210.1] [added: 3,568.5] | | | | | | [removed: 17.4] [added: 17.1] | | |

| Selling and administrative expenses | | | | | | [removed: 2,149.5] [added: 2,951.4] | | | | | | [removed: 10.3] [added: 12.4] | | | | | | [removed: 2,030.9] [added: 2,149.5] | | | | | | [removed: 11.0] [added: 10.3] | | |

| Operating income | | | | | | [removed: 1,419.0] [added: 1,735.2] | | | | | | [removed: 6.8] [added: 7.3] | | | | | | [removed: 1,179.2] [added: 1,419.0] | | | | | | [removed: 6.4] [added: 6.8] | | |

| Interest expense, net | | | | | | [removed: (150.9)] [added: (235.7)] | | | | | | [removed: (0.7)] [added: (1.0)] | | | | | | [removed: (154.9)] [added: (150.9)] | | | | | | [removed: (0.8)] [added: (0.7)] | | |

| Other [removed: income (expense),] [added: (expense) income,] net | | | | | | [removed: 29.7] [added: (11.7)] | | | | | | [removed: 0.1] [added: —] | | | | | | [removed: (22.0)] [added: 29.7] | | | | | | [removed: (0.1)] [added: 0.1] | | |

| Income before income taxes | | | | | | [removed: 1,297.8] [added: 1,487.8] | | | | | | [removed: 6.2] [added: 6.3] | | | | | | [removed: 1,002.3] [added: 1,297.8] | | | | | | [removed: 5.5] [added: 6.2] | | |

| Income tax expense | | | | | | [removed: (309.2)] [added: (373.3)] | | | | | | [removed: (1.5)] [added: (1.6)] | | | | | | [removed: (213.8)] [added: (309.2)] | | | | | | [removed: (1.2)] [added: (1.5)] | | |

| Net income | | | | | | $ | [removed: 988.6] [added: 1,114.5] | | | | | 4.7 | | % | | | | $ | [removed: 788.5] [added: 988.6] | | | | | [removed: 4.3] [added: 4.7] | | % |

| Total Net sales | | | | | | $ | [removed: 20,820.8] [added: 23,748.7] | | | | | 100.0 | | % | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % | | | | $ | [removed: 2,353.3] [added: 2,927.9] | | | | | [removed: 12.7] [added: 14.1] | | % |

(1)There were 254 selling days for both the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Total Net sales for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: $2,353] [added: $2,928] million, or [removed: 12.7%,] [added: 14.1%,] to [removed: $20,821 million,] [added: $23,749 million] compared to the prior year.

Corporate segment Net sales for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: $1,334] [added: $2,170] million, or [removed: 19.5%,] [added: 26.5%,] compared to the year ended December 31, [removed: 2020.][added: 2021.]

Small Business segment Net sales for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: by $473] [added: $69] million, or [removed: 33.9%,] [added: 3.7%,] compared to the year ended December 31, [removed: 2020.][added: 2021.]

Public segment Net sales for the year ended December 31, [removed: 2021] [added: 2022] increased [removed: $46] [added: $368] million, or [removed: 0.6%,] [added: 4.5%,] compared to the year ended December 31, [removed: 2020.][added: 2021.]

[removed: The] [added: This] increase [added: in Net sales, which also included the contribution from the acquisition of Sirius,] was primarily driven by [removed: growth in Education and] Healthcare [removed: customers, offset by lower Net sales with] [added: and] Government customers.

Macroeconomic uncertainty persists as a result of the continued rate of inflation and the corresponding increase in interest rates driven by monetary policy.

Additionally, social and geopolitical factors such as resurgences of COVID-19, changes in government administration and laws and the ongoing military conflict between Russia and Ukraine have resulted in business volatility and disruption.

The enhanced uncertainty in the current environment may result in a delay or pause on investments in technology by our customers.

- Customers’ top priorities continue to be digital transformation, security, hybrid and cloud solutions and end point solutions as hybrid environments become the accepted work model and drive demand for remote collaboration and work-and-learn-from-anywhere capabilities.

Technology trends are likely to change as customers prioritize the projects that produce the most important outcomes for their operations.

We also present Free cash flow as we believe this measure provides more information regarding our liquidity and capital resources.

| (dollars in millions, except per share amounts) | | | 2022 | | | | | | 2021 | | |

| Net income per diluted share | | | 8.13 | | | | | | 7.04 | | |

| Non-GAAP net income per diluted share | | | 9.79 | | | | | | 7.97 | | |

| Cash provided by operating activities | | | 1,335.9 | | | | | | 784.6 | | |

| Free cash flow | | | 1,292.7 | | | | | | 476.7 | | |

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

All operating segments contributed to the Net sales growth.

For additional information, see the “Segment Results of Operations” below.

The increase in Gross profit margin was primarily driven by more favorable product mix and rate and higher mix of netted down revenue, as well as increased Net sales and margins on services as a result of the recent business acquisitions.

Interest expense, net was $236 million for the year ended December 31, 2022, an increase of $85 million, or 56.2%, compared to $151 million for the year ended December 31, 2021.

The 2022 effective tax rate was higher than 2021 primarily attributable to lower excess tax benefits on equity-based compensation, partially offset by a prior year discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023.

Segment Results of Operations

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 10,350.1 | | | | | 43.6 | | % | | | | $ | 8,179.7 | | | | | 39.3 | | % | | | | $ | 2,170.4 | | | | | 26.5 | | % |

| Small Business | | | | | | 1,938.9 | | | | | | 8.2 | | | | | | 1,870.1 | | | | | | 9.0 | | | | | | 68.8 | | | | | | 3.7 | | |

| Government | | | | | | 2,574.3 | | | | | | 10.8 | | | | | | 2,155.6 | | | | | | 10.4 | | | | | | 418.7 | | | | | | 19.4 | | |

| Education | | | | | | 3,621.4 | | | | | | 15.2 | | | | | | 4,108.7 | | | | | | 19.7 | | | | | | (487.3) | | | | | | (11.9) | | |

| Healthcare | | | | | | 2,355.6 | | | | | | 9.9 | | | | | | 1,919.3 | | | | | | 9.2 | | | | | | 436.3 | | | | | | 22.7 | | |

| Total Public | | | | | | 8,551.3 | | | | | | 35.9 | | | | | | 8,183.6 | | | | | | 39.3 | | | | | | 367.7 | | | | | | 4.5 | | |

| Other | | | | | | 2,908.4 | | | | | | 12.3 | | | | | | 2,587.4 | | | | | | 12.4 | | | | | | 321.0 | | | | | | 12.4 | | |

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 931.7 | | | | | 9.0 | | % | | | | $ | 697.3 | | | | | 8.5 | | % | | | | 33.6 | | % |

| Public | | | | | | 681.7 | | | | | | 8.0 | | | | | | 606.7 | | | | | | 7.4 | | | | | | 12.4 | | |

| Other(2) | | | | | | 130.7 | | | | | | 4.5 | | | | | | 115.8 | | | | | | 4.5 | | | | | | 12.9 | | |

| Headquarters(3) | | | | | | (195.7) | | | | | | nm* | | | | | | (168.5) | | | | | | nm* | | | | | | 16.1 | | |

*Corporate*

This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by customers’ priorities on digital transformation and a hybrid work model.

These factors resulted in higher Net sales across various categories, including software, netcomm products, services, enterprise storage, notebooks/mobile devices and video.

*Small Business*

This increase was primarily driven by customers’ priorities on digital transformation, resulting in increased Net sales in services, software and notebooks/mobile devices.

Small Business segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

*Public*

Net sales to Healthcare customers increased by 22.7% primarily due to continued focus in digital transformation to enhance patient experiences, which resulted in increased Net sales in services, netcomm products and software.

Net sales to Government customers increased 19.4% primarily driven by state and local customers, which resulted in increased Net sales in netcomm products, services and software.

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.

This is particularly the case for our Corporate and Small Business customers, as their purchases tend to reflect confidence in their business prospects, which are driven by their discrete perceptions of business and general economic conditions.

Additionally, changes in trade policy and product constraints from suppliers could have an adverse impact on our business.

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

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.

Technology trends could also change as customers consider the impact of the COVID-19 pandemic on their operations.

| | | | | | | 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.

Net sales to Education customers increased 18.8% primarily driven by integrated solutions, including notebooks/mobile devices, video, accessories and services.

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.

The impact of foreign currency exchange increased Other Net sales by approximately 810 basis points, primarily due to the favorable translation of the Canadian dollar and British pound to the US dollar.

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.

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.

As a percentage of total Net sales, Selling and administrative expenses decreased 70 basis points to 10.3% for the year ended December 31, 2021, compared to 11.0% for the year ended December 31, 2020 primarily due to lower intangible asset amortization, lower bad debt expense and lower payroll expenses as a percentage of Net sales.

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

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

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

We

manage our exposure to interest rate risk through the proportion of fixed-rate debt and variable-rate debt in our debt portfolio.

Additionally, from time to time, we may execute derivative instruments in order to manage the risk associated with changes in interest rates on borrowings under our variable-rate debt facilities.

In order to manage the risk associated with changes in interest rates on borrowings under our senior 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, 2021, we have an interest rate cap agreement in effect with a notional amount of $1.3 billion.

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

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

Our solutions are delivered in physical, virtual and cloud-based environments through approximately [removed: 9,900] [added: 10,600] customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers.

We simplify the complexities of technology [added: solutions] across design, selection, procurement, integration and management for our customers.

Our multi-brand offering approach [added: across our vendor partners] enables us to [removed: identify] [added: provide] the [removed: products or combination of products from our vendor partners] [added: solutions and services] that best address each customer’s specific [removed: IT requirements.][added: requirements to enable their desired business outcomes.]

According to the International Data Corporation (“IDC”), the total US, UK and Canadian IT market generated approximately [removed: $1.2] [added: $1.4] trillion in sales in [removed: 2021.][added: 2022.]

We believe our addressable markets in the US, UK and Canada represent approximately [removed: $400] [added: $460] billion in annual sales.

For the year ended December 31, [removed: 2021,] [added: 2022,] we estimate that our total Net sales of [removed: $20.8] [added: $23.7] billion represented approximately 5% of our addressable markets.

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: $1.8] [added: $1.9] billion or greater in Net sales in [removed: 2021.][added: 2022.]

Net sales to customers in the UK and Canada combined generated [removed: $2.6] [added: $2.9] billion in [removed: 2021.][added: 2022.]

We provide more than 100,000 products and services from more than 1,000 partners, including well-established companies such as Adobe, APC, Apple, Cisco, Dell EMC, Google, Hewlett Packard Enterprise, HP Inc., IBM, Intel, Lenovo, Microsoft, NetApp, Nutanix, Palo Alto Networks, Poly, [added: Pure Storage,] Samsung, and VMware, as well as from emerging technology companies to expand our portfolio.

In [removed: 2021,] [added: 2022,] we generated over [removed: $1.0] [added: $1.5] billion [removed: each] of Net sales from [removed: five vendor partners and over $100 million of Net sales from] each of [removed: fifteen other] [added: our five largest] vendor partners.

We have received the highest level of certification from major vendor partners such as Cisco, Dell EMC, Hewlett Packard Enterprise, [removed: LG,] [added: IBM,] Microsoft, [added: NetApp, Nutanix,] Palo Alto Networks, Samsung, and VMware which reflects the extensive product and solution knowledge and capabilities that we bring to our customers’ IT challenges.

Leveraging our distribution and logistics capabilities, we handle and ship [removed: over 45] [added: approximately 38] million units annually on an aggregate basis from our distribution centers.

These arrangements represented approximately [removed: 50%] [added: 51%] of total North America Net sales in [removed: 2021.][added: 2022.]

Electronic delivery for software licenses is approximately [removed: 20%] [added: 12%] of total North America Net sales in [removed: 2021.][added: 2022.]

[removed: Competition is based on many things, including] [added: This competitive environment includes] the ability to tailor specific solutions to customer needs, the quality and breadth of product and service offerings, knowledge and expertise of sales force, customer service, price, product availability, speed of delivery and credit availability.

[removed: Our scale also enables us to] [added: We] operate [removed: our three] [added: two] distribution centers [removed: (two] in [removed: the US] [added: North America] and one [added: distribution center] in the [removed: UK),] [added: UK] which combined are more than 1 million square feet in size.

We believe our customers increasingly view technology purchases as integrated solutions [added: vital to their strategies and missions] rather than discrete product and services categories.

We estimate that [removed: more than 40%] [added: approximately 50%] of our Net sales in [removed: 2021] [added: 2022] in the US came from sales of product categories and services typically associated with solutions.

IT is [removed: critical] [added: important] to both [removed: “run the business”] [added: critical business operations] and [added: to] drive greater growth and productivity.

Our offerings [removed: are designed to highlight] [added: demonstrate] our expertise in the most critical technology areas for our customers.

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: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Notebooks/Mobile Devices | | | | | | $ | [removed: 6,659.4] [added: 6,179.7] | | | | | [removed: 32.0] [added: 26.0] | | % | | | | $ | [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] | | % |

| Netcomm Products | | | | | | [removed: 1,950.9] [added: 2,729.7] | | | | | | [removed: 9.4] [added: 11.5] | | | | | | [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] | | |

| Desktops | | | | | | [removed: 1,203.6] [added: 1,284.9] | | | | | | [removed: 5.8] [added: 5.4] | | | | | | [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] | | |

| Video | | | | | | [removed: 1,605.0] [added: 1,785.2] | | | | | | [removed: 7.7] [added: 7.5] | | | | | | [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] | | |

| Enterprise and Data Storage (Including Drives) | | | | | | [removed: 992.1] [added: 1,375.0] | | | | | | [removed: 4.8] [added: 5.8] | | | | | | [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] | | |

| Other Hardware | | | | | | [removed: 4,358.6] [added: 4,736.5] | | | | | | [removed: 20.9] [added: 19.9] | | | | | | [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] | | |

| Total Hardware | | | | | | [removed: 16,769.6] [added: 18,091.0] | | | | | | [removed: 80.6] [added: 76.1] | | | | | | [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] | | |

| Software(1) | | | | | | [removed: 2,802.4] [added: 3,684.9] | | | | | | [removed: 13.5] [added: 15.5] | | | | | | [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] | | |

| Services(1) | | | | | | [removed: 1,126.1] [added: 1,842.0] | | | | | | [removed: 5.4] [added: 7.8] | | | | | | [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] | | |

| Other(2) | | | | | | [removed: 122.7] [added: 130.8] | | | | | | [removed: 0.5] [added: 0.6] | | | | | | [removed: 139.2] [added: 122.7] | | | | | | [removed: 0.9] [added: 0.5] | | | | | | [removed: 124.3] [added: 139.2] | | | | | | [removed: 0.6] [added: 0.9] | | |

| Total Net sales | | | | | | $ | [removed: 20,820.8] [added: 23,748.7] | | | | | 100.0 | | % | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % | | | | $ | [removed: 18,032.4] [added: 18,467.5] | | | | | 100.0 | | % |

[removed: (1)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: (2)Includes] [added: 2.Includes] items such as delivery charges to customers.

We have approximately [removed: 13,900] [added: 15,100] coworkers across the globe, with [removed: 11,500] [added: 12,250] coworkers in the US, [removed: 1,500] [added: 1,750] in the UK and [removed: 900] [added: 1,100] in Canada.

CDW’s commitment to diversity, equity and inclusion is a core [removed: value-shaping] [added: value that shapes] who we are, and how we work, grow and do business.

Our diversity, equity and inclusion efforts [removed: prioritize fostering] [added: foster] an inclusive environment for coworkers and job candidates that cannot be separated from how we work with customers, partners and the community.

We are vendor, technology and consumption model “agnostic”, offering a broad selection of products and multi-branded IT solutions.

| Hardware: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

We strive to create a culture of collaboration, belonging and individual growth and reward.

Our total rewards philosophy provides market competitive compensation and benefits designed to attract, retain and motivate our coworkers.

We pay for performance through our compensation programs which are aligned to both individual and company performance.

We continue to follow our three guiding principles.

We have implemented a wide variety of measures to help keep our coworkers healthy and safe.

Since the start of the pandemic, we have maintained a cross-functional response team led by senior leadership to guide the Company’s response to COVID-19, and we continually monitor guidance of the world’s leading health authorities.

In addition, we implemented safety protocols at our distribution centers, such as additional personal protective equipment, expanded health and safety training and increased available mental health resources.

We are vendor, technology and consumption model “agnostic”, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands.

For our US operations in 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 two largest wholesale distributors, Ingram Micro and TD SYNNEX, were over 30% of total US purchases in 2021.

We operate two distribution centers in North America: a 513,000 square foot facility in North Las Vegas, Nevada, and a 442,000 square foot facility in Vernon Hills, Illinois.

We also operate a 120,000 square foot distribution center in Rugby, Warwickshire, UK.

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 Pay-for-Performance total rewards philosophy provides market competitive compensation aligned with company performance.

At the beginning of the pandemic, we identified three key principles, which have guided us.

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, expanded health and safety training, increased available mental health resources, and increased sick days for impacted coworkers.

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

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[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: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $24,115] [added: $21,272] million, based on the per share closing sale price of [removed: $174.65] [added: $157.56] on that date.

As of February [removed: 24, 2022,] [added: 21, 2023,] there were [removed: 134,944,328] [added: 135,591,556] shares of common stock, $0.01 par value, outstanding.

Certain parts of the registrant’s definitive proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders to be held on May [removed: 19, 2022,] [added: 18, 2023,] which will be filed with the Securities and Exchange Commission on or before April 30, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

Year Ended December 31, [removed: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#i5097c9e42aac4de58b2d1718fe0c0c1f_16)] [added: [Business](#i396befa8763745adb085f0e6d62b21e8_16)] | | | [removed: [4](#i5097c9e42aac4de58b2d1718fe0c0c1f_16)] [added: [4](#i396befa8763745adb085f0e6d62b21e8_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5097c9e42aac4de58b2d1718fe0c0c1f_19)] [added: Factors](#i396befa8763745adb085f0e6d62b21e8_19)] | | | [removed: [10](#i5097c9e42aac4de58b2d1718fe0c0c1f_19)] [added: [10](#i396befa8763745adb085f0e6d62b21e8_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5097c9e42aac4de58b2d1718fe0c0c1f_22)] [added: Comments](#i396befa8763745adb085f0e6d62b21e8_22)] | | | [removed: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_22)] [added: [21](#i396befa8763745adb085f0e6d62b21e8_22)] | | |

| Item 2. | | | [removed: [Properties](#i5097c9e42aac4de58b2d1718fe0c0c1f_25)] [added: [Properties](#i396befa8763745adb085f0e6d62b21e8_25)] | | | [removed: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_25)] [added: [21](#i396befa8763745adb085f0e6d62b21e8_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5097c9e42aac4de58b2d1718fe0c0c1f_28)] [added: Proceedings](#i396befa8763745adb085f0e6d62b21e8_28)] | | | [removed: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_28)] [added: [21](#i396befa8763745adb085f0e6d62b21e8_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5097c9e42aac4de58b2d1718fe0c0c1f_31)] [added: Disclosures](#i396befa8763745adb085f0e6d62b21e8_31)] | | | [removed: [22](#i5097c9e42aac4de58b2d1718fe0c0c1f_31)] [added: [21](#i396befa8763745adb085f0e6d62b21e8_31)] | | |

| | | | [Information about our Executive [removed: Officers](#i5097c9e42aac4de58b2d1718fe0c0c1f_34)] [added: Officers](#i396befa8763745adb085f0e6d62b21e8_34)] | | | [removed: [23](#i5097c9e42aac4de58b2d1718fe0c0c1f_34)] [added: [22](#i396befa8763745adb085f0e6d62b21e8_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5097c9e42aac4de58b2d1718fe0c0c1f_40)] [added: Securities](#i396befa8763745adb085f0e6d62b21e8_40)] | | | [removed: [24](#i5097c9e42aac4de58b2d1718fe0c0c1f_40)] [added: [23](#i396befa8763745adb085f0e6d62b21e8_40)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i5097c9e42aac4de58b2d1718fe0c0c1f_43)] [added: [\[RESERVED\]](#i396befa8763745adb085f0e6d62b21e8_43)] | | | [removed: [26](#i5097c9e42aac4de58b2d1718fe0c0c1f_43)] [added: [25](#i396befa8763745adb085f0e6d62b21e8_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5097c9e42aac4de58b2d1718fe0c0c1f_46)] [added: Operations](#i396befa8763745adb085f0e6d62b21e8_49)] | | | [removed: [27](#i5097c9e42aac4de58b2d1718fe0c0c1f_46)] [added: [26](#i396befa8763745adb085f0e6d62b21e8_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5097c9e42aac4de58b2d1718fe0c0c1f_148)] [added: Risk](#i396befa8763745adb085f0e6d62b21e8_154)] | | | [removed: [41](#i5097c9e42aac4de58b2d1718fe0c0c1f_148)] [added: [39](#i396befa8763745adb085f0e6d62b21e8_154)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5097c9e42aac4de58b2d1718fe0c0c1f_151)] [added: Data](#i396befa8763745adb085f0e6d62b21e8_157)] | | | [removed: [42](#i5097c9e42aac4de58b2d1718fe0c0c1f_151)] [added: [41](#i396befa8763745adb085f0e6d62b21e8_157)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5097c9e42aac4de58b2d1718fe0c0c1f_253)] [added: Disclosure](#i396befa8763745adb085f0e6d62b21e8_259)] | | | [removed: [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_253)] [added: [78](#i396befa8763745adb085f0e6d62b21e8_259)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5097c9e42aac4de58b2d1718fe0c0c1f_256)] [added: Procedures](#i396befa8763745adb085f0e6d62b21e8_262)] | | | [removed: [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_256)] [added: [78](#i396befa8763745adb085f0e6d62b21e8_262)] | | |

| Item 9B. | | | [Other [removed: Information](#i5097c9e42aac4de58b2d1718fe0c0c1f_262)] [added: Information](#i396befa8763745adb085f0e6d62b21e8_268)] | | | [removed: [82](#i5097c9e42aac4de58b2d1718fe0c0c1f_262)] [added: [80](#i396befa8763745adb085f0e6d62b21e8_268)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5097c9e42aac4de58b2d1718fe0c0c1f_2467)] [added: Inspections](#i396befa8763745adb085f0e6d62b21e8_271)] | | | [removed: [82](#i5097c9e42aac4de58b2d1718fe0c0c1f_2467)] [added: [80](#i396befa8763745adb085f0e6d62b21e8_271)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5097c9e42aac4de58b2d1718fe0c0c1f_268)] [added: Governance](#i396befa8763745adb085f0e6d62b21e8_277)] | | | [removed: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_268)] [added: [81](#i396befa8763745adb085f0e6d62b21e8_277)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5097c9e42aac4de58b2d1718fe0c0c1f_271)] [added: Compensation](#i396befa8763745adb085f0e6d62b21e8_280)] | | | [removed: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_271)] [added: [81](#i396befa8763745adb085f0e6d62b21e8_280)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5097c9e42aac4de58b2d1718fe0c0c1f_274)] [added: Matters](#i396befa8763745adb085f0e6d62b21e8_283)] | | | [removed: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_274)] [added: [81](#i396befa8763745adb085f0e6d62b21e8_283)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5097c9e42aac4de58b2d1718fe0c0c1f_277)] [added: Independence](#i396befa8763745adb085f0e6d62b21e8_286)] | | | [removed: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_277)] [added: [81](#i396befa8763745adb085f0e6d62b21e8_286)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5097c9e42aac4de58b2d1718fe0c0c1f_280)] [added: Services](#i396befa8763745adb085f0e6d62b21e8_289)] | | | [removed: [83](#i5097c9e42aac4de58b2d1718fe0c0c1f_280)] [added: [81](#i396befa8763745adb085f0e6d62b21e8_289)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5097c9e42aac4de58b2d1718fe0c0c1f_286)] [added: Schedules](#i396befa8763745adb085f0e6d62b21e8_295)] | | | [removed: [84](#i5097c9e42aac4de58b2d1718fe0c0c1f_286)] [added: [82](#i396befa8763745adb085f0e6d62b21e8_295)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5097c9e42aac4de58b2d1718fe0c0c1f_289)] [added: Summary](#i396befa8763745adb085f0e6d62b21e8_298)] | | | [removed: [89](#i5097c9e42aac4de58b2d1718fe0c0c1f_289)] [added: [87](#i396befa8763745adb085f0e6d62b21e8_298)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b).

☐ Yes ☒ No

☐ Yes ☒ No

| SIGNATURES | | | | | | [88](#i396befa8763745adb085f0e6d62b21e8_301) | | |

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

As of December 31, [removed: 2021,] [added: 2022,] we owned or leased a total of [removed: 2.6] [added: 2.4] million square feet of space, primarily in the US, UK and Canada.

We own two properties: a [removed: 513,000] [added: 513,240] square foot distribution center in North Las Vegas, Nevada, and a combined office and a [removed: 442,000] [added: 442,400] square foot distribution center in Vernon Hills, Illinois.

Leases covering our currently occupied leased properties expire at varying dates, all within the next [removed: 15] [added: 13] years.

The following table lists the name, age as of February [removed: 28, 2022] [added: 24, 2023] and positions of each executive officer of the Company.

| Christine A. Leahy | | | [removed: 57] [added: 58] | | | [added: Chair of our Board of Directors since January 1, 2023;] 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 [removed: Officer,] [added: 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: 54] [added: 55] | | | Chief Growth and Innovation Officer since January 2020; President, Kohl’s Corporation (an omnichannel retailer) from May 2018 to October 2019 and Chief Operating Officer from November 2015 to May 2018. | | |

| Christina M. Corley | | | [removed: 54] [added: 55] | | | 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. | | |

| Albert J. Miralles | | | [removed: 52] [added: 53] | | | 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 [removed: 2019; President, Long-Term Care of the CNA Insurance Companies from March 2014 to December 2017.] [added: 2019.] | | |

| Frederick J. Kulevich | | | [removed: 56] [added: 57] | | | 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. | | |

| Carolyn Wiesenhahn | | | 51 | | | Chief People Officer and Senior Vice President, Coworker Services since September 2022; Senior Vice President Human Resources, CVS Health (a health solutions company) from June 2016 to August 2022. | | |

| Elizabeth H. Connelly | | | 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. | | |

As of February [removed: 24, 2022,] [added: 21, 2023,] there were 7 holders of record of our common stock.

On February [removed: 9, 2022,] [added: 8, 2023,] we announced that our Board of Directors declared a quarterly cash dividend on our common stock of [removed: $0.50] [added: $0.59] per share.

The dividend will be paid on March 10, [removed: 2022] [added: 2023] to all stockholders of record as of the close of business on February [removed: 25, 2022.][added: 24, 2023.]

On February 10, 2021, we announced that our Board of Directors authorized a $1.25 billion increase to our share repurchase program under which we may repurchase shares of our common stock [added: from time to time] in [removed: the] [added: private transactions,] open market [removed: through privately negotiated] [added: purchases] or other [removed: transactions, depending on share price, market conditions] [added: transactions as permitted by securities laws] and other [removed: factors.][added: legal requirements.]

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: 2016] [added: 2017] through and including the market close on December 31, [removed: 2021,] [added: 2022,] with the cumulative total return for the same time period of the same amount invested in the S&P 500 [added: Index, the S&P Information Technology] Index and a peer group [added: index.]

Our peer group index for [removed: 2021] [added: 2022] consists of the following companies: Accenture plc, Arrow Electronics, Inc., Avnet, Inc., Best Buy Company, Inc., CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Flex Ltd., Genuine Parts Company, Henry Schein, Inc., Hewlett Packard Enterprise Company, Insight Enterprises, Inc., Jabil, Inc., LKQ Corporation, 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 [removed: 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: ]

| | | | | | | [removed: | | | | | |] 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] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| CDW Peers | | | | | | [removed: | | | | | |] $ | 100 | | | | | $ | [removed: 117] [added: 89] | | | | | $ | [removed: 100] [added: 117] | | | | | $ | [removed: 133] [added: 136] | | | | | $ | [removed: 146] [added: 191] | | | | | $ | [removed: 196] [added: 150] | |

The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to share price, regulatory requirements and capital availability.

The program does not require the purchase of any minimum dollar amount or number of shares and the program may be modified, suspended or discontinued at any time.

During the three months ended December 31, 2022, we made no share repurchases.

As of December 31, 2022, we had $87.6 million remaining available under our share repurchase program.

On February 8, 2023, we announced that our Board of Directors authorized a $750 million increase to our share repurchase program.

We added the S&P Information Technology Index to provide investors with additional information on our performance relative to the general IT industry and will continue to also present our peer group index.

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.

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

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

| CDW Corp | | | | | | $ | 100 | | | | | $ | 118 | | | | | $ | 210 | | | | | $ | 196 | | | | | $ | 308 | | | | | $ | 272 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 94 | | | | | $ | 121 | | | | | $ | 140 | | | | | $ | 178 | | | | | $ | 144 | |

| S&P Information Technology | | | | | | $ | 100 | | | | | $ | 98 | | | | | $ | 146 | | | | | $ | 207 | | | | | $ | 276 | | | | | $ | 196 | |

Information relating to the Company’s purchases of its common stock during the quarter ended December 31, 2021 is as follows:

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

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

| Period | | | | | | Total Number of Shares Purchased (in millions) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program (in millions) | | | | | | Maximum Dollar Value of Shares that May Yet be Purchased Under the Program(1) (in millions) | | |

| 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 | | | | | | | | |

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

index.

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

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] [added: Firm](#i396befa8763745adb085f0e6d62b21e8_160)] (PCAOB ID: 42) | | | [removed: [43](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] [added: [42](#i396befa8763745adb085f0e6d62b21e8_160)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] [added: 202](#i396befa8763745adb085f0e6d62b21e8_166)[2](#i396befa8763745adb085f0e6d62b21e8_166)] [and [removed: 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[2](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[0](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] [added: 202](#i396befa8763745adb085f0e6d62b21e8_166)[1](#i396befa8763745adb085f0e6d62b21e8_166)] | | | [removed: [46](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] [added: [45](#i396befa8763745adb085f0e6d62b21e8_166)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] [added: 202](#i396befa8763745adb085f0e6d62b21e8_169)[2](#i396befa8763745adb085f0e6d62b21e8_169)[, 202](#i396befa8763745adb085f0e6d62b21e8_169)[1](#i396befa8763745adb085f0e6d62b21e8_169) [and](#i396befa8763745adb085f0e6d62b21e8_169) [20](#i396befa8763745adb085f0e6d62b21e8_169)[20](#i396befa8763745adb085f0e6d62b21e8_169)] | | | [removed: [47](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] [added: [46](#i396befa8763745adb085f0e6d62b21e8_169)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] [added: 202](#i396befa8763745adb085f0e6d62b21e8_172)[2,](#i396befa8763745adb085f0e6d62b21e8_172) [](#i396befa8763745adb085f0e6d62b21e8_172)[2021, and](#i396befa8763745adb085f0e6d62b21e8_172) [](#i396befa8763745adb085f0e6d62b21e8_172)[2020](#i396befa8763745adb085f0e6d62b21e8_172)] | | | [removed: [48](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] [added: [47](#i396befa8763745adb085f0e6d62b21e8_172)] | | |

| [Consolidated Statements of [removed: Stockholders](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[’](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [Equity] [added: Stockholders’ Equity] for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] [added: 202](#i396befa8763745adb085f0e6d62b21e8_175)[2](#i396befa8763745adb085f0e6d62b21e8_175)[, 202](#i396befa8763745adb085f0e6d62b21e8_175)[1](#i396befa8763745adb085f0e6d62b21e8_175) [and](#i396befa8763745adb085f0e6d62b21e8_175) [20](#i396befa8763745adb085f0e6d62b21e8_175)[20](#i396befa8763745adb085f0e6d62b21e8_175)] | | | [removed: [49](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] [added: [49](#i396befa8763745adb085f0e6d62b21e8_175)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] [added: 2022, 2021 and 2020](#i396befa8763745adb085f0e6d62b21e8_181)] | | | [removed: [50](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] [added: [48](#i396befa8763745adb085f0e6d62b21e8_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] [added: Statements](#i396befa8763745adb085f0e6d62b21e8_184)] | | | [removed: [51](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] [added: [50](#i396befa8763745adb085f0e6d62b21e8_184)] | | |

To the Stockholders and the Board of Directors of CDW Corporation [removed: and subsidiaries]

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes [removed: and financial statement schedule listed in the Index at Item 15(a) (2)] (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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 Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 28, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

The communication of critical audit 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 matters below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matters or on the accounts or disclosures to which they relate.

| Description of the Matter | | | | | | As described in Note 1 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services to [removed: customers.] [added: customers when acting as a principal and upon arranging for the third party to provide the product or service, when acting as an agent.] 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 Company’s contracts with customers was challenging given the significant audit effort required to analyze the Company’s various products, services and contract arrangements. For example, certain customer contracts [added: may] contain multiple parties and there can be subjective judgment in assessing the 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. | | |

| 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 [removed: $2.4 billion] [added: $2,455 million] during the year ended December 31, 2021. The transaction was accounted for as a business combination and the Company [removed: preliminarily] allocated [removed: $1.1 billion] [added: $1,164 million] 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 [removed: preliminary] determination of the fair value of identified intangible assets of [removed: $1.1 billion,] [added: $1,164 million,] which principally consisted of customer relationships of [removed: $1,090.0] [added: $1,140] 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 [removed: relationships.] [added: relationships, including the measurement period adjustments.] 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, [added: including measurement period adjustments,] 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. | | |

(dollars [added: and shares] in millions, except per share amounts)

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 258.1] [added: 315.2] | | | | | $ | [removed: 1,410.2] [added: 258.1] | |

| Accounts receivable, net of allowance for credit losses of [removed: $20.4] [added: $25.7] and [removed: $29.6,] [added: $20.4,] respectively | | | [removed: 4,499.4] [added: 4,461.3] | | | | | | [removed: 3,212.6] [added: 4,499.4] | | |

| Merchandise inventory | | | [removed: 927.6] [added: 800.2] | | | | | | [removed: 760.0] [added: 927.6] | | |

| Miscellaneous receivables | | | [removed: 435.5] [added: 489.1] | | | | | | [removed: 379.5] [added: 435.5] | | |

| Prepaid expenses and other | | | [removed: 357.5] [added: 498.2] | | | | | | [removed: 191.2] [added: 357.5] | | |

| Total current assets | | | [removed: 6,478.1] [added: 6,564.0] | | | | | | [removed: 5,953.5] [added: 6,478.1] | | |

| Operating lease right-of-use assets | | | [removed: 155.6] [added: 149.2] | | | | | | [removed: 130.8] [added: 155.6] | | |

| Property and equipment, net | | | [removed: 195.8] [added: 188.8] | | | | | | [removed: 175.5] [added: 195.8] | | |

| Goodwill | | | [removed: 4,382.9] [added: 4,342.7] | | | | | | [removed: 2,595.9] [added: 4,382.9] | | |

| Other intangible assets, net | | | [removed: 1,628.1] [added: 1,490.7] | | | | | | [removed: 445.1] [added: 1,628.1] | | |

| Other assets | | | [removed: 358.9] [added: 396.1] | | | | | | [removed: 43.9] [added: 358.9] | | |

| Total Assets | | | $ | [removed: 13,199.4] [added: 13,131.5] | | | | | $ | [removed: 9,344.7] [added: 13,199.4] | |

| Accounts payable-trade | | | $ | [removed: 3,114.2] [added: 2,821.3] | | | | | $ | [removed: 2,088.4] [added: 3,114.2] | |

| Accounts payable-inventory financing | | | [removed: 448.3] [added: 519.0] | | | | | | [removed: 524.6] [added: 448.3] | | |

| Current maturities of long-term debt | | | [removed: 102.7] [added: 56.3] | | | | | | [removed: 70.9] [added: 102.7] | | |

| Contract liabilities | | | [removed: 402.9] [added: 485.5] | | | | | | [removed: 243.7] [added: 402.9] | | |

| Compensation | | | [removed: 361.7] [added: 377.8] | | | | | | [removed: 288.3] [added: 361.7] | | |

| Advertising | | | [removed: 145.5] [added: 130.5] | | | | | | [removed: 153.4] [added: 145.5] | | |

| Sales and income taxes | | | [removed: 65.9] [added: 73.5] | | | | | | [removed: 104.2] [added: 65.9] | | |

| Other | | | [removed: 454.8] [added: 483.2] | | | | | | [removed: 424.8] [added: 454.8] | | |

| Total current liabilities | | | [removed: 5,096.0] [added: 4,947.1] | | | | | | [removed: 3,898.3] [added: 5,096.0] | | |

| Debt | | | [removed: 6,755.8] [added: 5,866.4] | | | | | | [removed: 3,856.3] [added: 6,755.8] | | |

| Deferred income taxes | | | [removed: 222.3] [added: 203.4] | | | | | | [removed: 55.3] [added: 222.3] | | |

| February 24, 2023 | | |

| | | | 2022 | | | | | | 2021 | | |

| Repayments of debt | | | (635.5) | | | | | | (11.2) | | | | | | (21.4) | | |

| Repayments of receivable financing liability | | | (68.8) | | | | | | (15.8) | | | | | | — | | |

| Other | | | 22.9 | | | | | | 32.1 | | | | | | 8.5 | | |

| Stock option exercises | | | | | | 0.5 | | | | | | 0.1 | | | | | | 30.1 | | | | | | — | | | | | | — | | | | | | 30.2 | | |

| Dividend payments ($2.090 per share) | | | | | | — | | | | | | — | | | | | | 1.9 | | | | | | (284.5) | | | | | | — | | | | | | (282.6) | | |

| Unrealized gain on cash flow hedge | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | (0.1) | | |

| Balance as of December 31, 2022 | | | | | | 135.5 | | | | | | $ | 1.4 | | | | | $ | 3,518.1 | | | | | $ | (1,763.8) | | | | | $ | (152.4) | | | | | $ | 1,603.3 | |

On December 1, 2021, the Company completed its acquisition of all issued and outstanding equity interests in Granite Parent, Inc., the parent company of Sirius Computer Solutions, Inc. (“Sirius”), a leading provider of secure, mission-critical technology-based solutions and one of the largest IT solutions integrators in the US.

Such billed amounts typically do not bear interest.

For additional information on the Company’s accounts receivables, see Note 4 (Accounts Receivable and Contract Balances).

circumstances indicate that the carrying amount may not be recoverable.

The Company recognizes revenue in transactions for which it is acting as an agent once it has arranged for the third party to provide the product or service.

Depending on the nature of the arrangement, this may occur at the time the Company executes the contract with the third party or at the time it invoices the customer.

In these transactions, the Company is acting as an agent and recognizes revenue once its agency performance obligation is complete.

If the Company determines that the accompanying third-party delivered software assurance is critical or essential to the core

In these transactions, the Company is acting as an agent and recognizes revenue once its agency performance obligation is complete.

In September 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

This ASU requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs and information about the obligations that are outstanding at the end of the reporting period.

This disclosure requirement is intended to provide information about an entity’s use of supplier finance programs and their effect on the entity’s working capital, liquidity and cash flows.

The ASU is effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023.

The Company plans to adopt the standard during the first quarter of 2023, except for the rollforward requirement, which will be adopted during the first quarter of 2024.

The standard does not affect the Company's recognition, measurement or financial statement presentation of supplier finance program obligations on the Consolidated Financial Statements.

The Company is currently evaluating the impact the ASU will have on its disclosures.

period.

There were no significant adjustments to the preliminary purchase price allocation disclosed in the December 31, 2021 Consolidated Financial Statements.

The table below summarizes the final purchase price allocation to acquired assets, including goodwill and intangible assets.

| Goodwill | | | | | | 1,566.6 | | |

The Company finalized its allocation of goodwill to the reportable segments during the fourth quarter of 2022.

| | | | | | | | | | | | | $ | 1,164.0 | |

The purchase price allocation was final during the second quarter of 2022 and there were no adjustments to the preliminary purchase price allocation.

The purchase price allocation was final during the first quarter of 2022 and there were no adjustments to the preliminary purchase price allocation.

| | | | | | | 2022 | | | | | | 2021 | | |

From time to time, the Company transfers certain accounts receivable, without recourse, to third-party financial companies as a method to reduce the Company’s credit exposure and accelerate cash collections.

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

| Other | | | | | | 3.0 | | |

| Balance as of December 31, 2022 | | | | | | $ | 25.7 | |

| | | | | | | 2022 | | | | | | 2021 | | |

| Remaining performance obligations | | | | | | $ | 56.3 | | | | | $ | 23.2 | | | | | $ | 11.3 | | | | | $ | 1.0 | |

| February 28, 2022 | | |

CDW CORPORATION AND SUBSIDIARIES

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

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

(dollars in millions)

| Balance as of December 31, 2018 | | | | | | 147.7 | | | | | | $ | 1.5 | | | | | $ | 2,996.9 | | | | | $ | (1,892.6) | | | | | $ | (130.6) | | | | | $ | 975.2 | |

| Stock option exercises | | | | | | 1.3 | | | | | | — | | | | | | 34.9 | | | | | | — | | | | | | — | | | | | | 34.9 | | |

| Repurchases of common stock | | | | | | (6.1) | | | | | | (0.1) | | | | | | — | | | | | | (657.1) | | | | | | — | | | | | | (657.2) | | |

| Dividend payments ($1.265 per share) | | | | | | — | | | | | | — | | | | | | 0.9 | | | | | | (184.3) | | | | | | — | | | | | | (183.4) | | |

| Unrealized loss from hedge accounting | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (11.3) | | | | | | (11.3) | | |

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Reclassifications

Certain prior period amounts included in the Financing activities of the Consolidated Statements of Cash Flows have been reclassified to conform with the current period presentation.

Except as noted within Note 2 (Recent Accounting Pronouncements) for the adoption of Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, there have been no changes to the Company’s significant accounting policies and estimates during the year ended December 31, 2021.

Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest.

estimated useful life of the assets.

market conditions, among others.

Derivative Instruments

The Company has interest rate cap agreements for the purpose of hedging its exposure to fluctuations in interest rates.

The interest rate cap agreements are designated as cash flow hedges of interest rate risk and recorded at fair value in Other assets on the Consolidated Balance Sheets.

Changes in fair value of the derivative instruments, along with the change in the fair value of the hedged item, are reported as a component of Accumulated other comprehensive loss until reclassified to Interest expense, net in the same period the hedge transaction affects earnings.

The Company recognizes revenue for cloud computing solutions for arrangements with one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the transaction.

For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and recognizes revenue as it invoices the customer for its monthly usage on a net basis.

during the period that the software assurance is in effect.

The Company recognizes revenue for cloud computing solutions for arrangements with one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the transaction.

For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and recognizes revenue as it invoices the customer for its monthly usage on a net basis.

Trade accounts receivable are recorded at the point of sale (or in accordance with the Statement of Work for services) for the total amount payable by the customer to the Company for sale of goods and services.

The Company requests payments for its products and services at the point of sale.

The Company generally does not enter into any long-term financing arrangements or payment plans with customers or contracts with customers that have non-cash consideration.

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.

This ASU is effective for the Company beginning in the first quarter of 2023 and allows for early adoption upon issuance.

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

Accounting for Income Taxes

[added: The Company’s management, with the participation of the Company’s] Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on its assessment, [removed: which excluded an internal control assessment of Sirius Computer Solutions, Inc.,] management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the 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: 2021] [added: 2022] that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

To the Stockholders and the Board of Directors of CDW Corporation [removed: and subsidiaries]

We have audited CDW Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and [removed: the financial statement schedule listed in the Index at Item 15 (a) (2) and] our report dated February [removed: 28, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

| February 24, 2023 | | |

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 | | |

Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2022] [added: 2023] annual meeting of stockholders on May [removed: 19, 2022 (“2022] [added: 18, 2023 (“2023] Proxy Statement”), which we will file with the SEC on or before April 30, [removed: 2022.][added: 2023.]

Information required under this Item 11 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

Information required under this Item 12 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

Information required under this Item 13 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the [removed: 2022] [added: 2023] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] [added: Firm](#i396befa8763745adb085f0e6d62b21e8_160)] | | | [removed: [43](#i5097c9e42aac4de58b2d1718fe0c0c1f_154)] [added: [42](#i396befa8763745adb085f0e6d62b21e8_160)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_160) [and 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] [added: 2022 and 2021](#i396befa8763745adb085f0e6d62b21e8_166)] | | | [removed: [46](#i5097c9e42aac4de58b2d1718fe0c0c1f_160)] [added: [45](#i396befa8763745adb085f0e6d62b21e8_166)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_163) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] [added: 2022, 2021 and 2020](#i396befa8763745adb085f0e6d62b21e8_169)] | | | [removed: [47](#i5097c9e42aac4de58b2d1718fe0c0c1f_163)] [added: [46](#i396befa8763745adb085f0e6d62b21e8_169)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_166) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] [added: 2022, 2021 and 2020](#i396befa8763745adb085f0e6d62b21e8_172)] | | | [removed: [48](#i5097c9e42aac4de58b2d1718fe0c0c1f_166)] [added: [47](#i396befa8763745adb085f0e6d62b21e8_172)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_169) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] [added: 2022, 2021 and 2020](#i396befa8763745adb085f0e6d62b21e8_175)] | | | [removed: [49](#i5097c9e42aac4de58b2d1718fe0c0c1f_169)] [added: [49](#i396befa8763745adb085f0e6d62b21e8_175)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[1](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[, 20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[20](#i5097c9e42aac4de58b2d1718fe0c0c1f_175) [and 201](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)[9](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] [added: 2022, 2021 and 2020](#i396befa8763745adb085f0e6d62b21e8_181)] | | | [removed: [50](#i5097c9e42aac4de58b2d1718fe0c0c1f_175)] [added: [48](#i396befa8763745adb085f0e6d62b21e8_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] [added: Statements](#i396befa8763745adb085f0e6d62b21e8_184)] | | | [removed: [51](#i5097c9e42aac4de58b2d1718fe0c0c1f_178)] [added: [50](#i396befa8763745adb085f0e6d62b21e8_184)] | | |

| 3.1 | | | | | | [Sixth Restated Certificate of Incorporation of CDW Corporation, previously filed as Exhibit [removed: 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] [added: 3.2 with] CDW [removed: 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] [added: Corporation’s Form 8-K filed on May] 21, [removed: 2021](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) [and] [added: 2021 and] incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm) | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of CDW Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 8-K filed on [removed: December 23, 2019 and] [added: December](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm) [19,](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm) [20](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm)[22](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519321925/d853800dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm)] | | |

| 3.13 | | | | | | [Articles of Organization of CDW Logistics LLC, previously filed as Exhibit 3.13 with CDW [removed: 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] [added: Corporation’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](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] [added: Corporation’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) | | |

| 3.15 | | | | | | [Articles of Organization of Amplified IT LLC, previously filed as Exhibit 3.15 with CDW [removed: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex315.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex315.htm)[s] [added: Corporation’s] Post-Effective Amendment No. 1 to Form S-3 filed on November 23, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex315.htm) | | |

| 3.16 | | | | | | [Operating Agreement of Amplified IT LLC, previously filed as Exhibit [removed: 3.15 with] [added: 3.1](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm)[6](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm) [with] CDW [removed: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm)[s] [added: Corporation’s] Post-Effective Amendment No. 1 to Form S-3 filed on November 23, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm) | | |

| [removed: 4.1*] [added: 4.1] | | | | | | [Description of CDW Corporation’s Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex41.htm)] [added: Stock, previously filed as Exhibit 4.1 with CDW Corporation’s Form 10-K filed on February 28, 2022 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex41.htm)] | | |

| 4.3 | | | | | | [Base Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance [removed: 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] [added: Corporation, CDW Corporation, the other 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,](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,] [added: Corporation, CDW Corporation,] the other guarantors party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm) [and] [added: thereto 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](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 [added: A 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 [removed: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [CDW] Corporation, [added: CDW Corporation,] the other guarantors party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [and] [added: thereto 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](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) [CDW] [added: 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) | | |

| 4.8 | | | | | | [Fifth Supplemental Indenture, dated as of April 21, 2020, by and among CDW LLC, CDW Finance [removed: Corporation,](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm) [CDW] Corporation, [added: CDW Corporation,] the other guarantors party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm) [and] [added: thereto 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,](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] [added: Corporation, CDW Corporation, the other 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) | | |

| 4.12 | | | | | | [Seventh Supplemental Indenture, dated as of December 1, 2021, by and [removed: among](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm) [CDW LLC](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[,] [added: among] CDW [added: LLC, CDW] Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank National Association, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm) | | |

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

| [removed: 10.2] [added: 10.3] | | | | | | [Revolving Credit Agreement, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Holdings Limited, the 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, co-syndication agents and co-documentation agents party [removed: thereto](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm)[,](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) [previously] [added: thereto, previously] filed as Exhibit 10.2 with CDW Corporation’s Form 8-K filed [removed: 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] [added: on December 2, 2021 and] incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) | | |

| [removed: 10.3§] [added: 10.7§] | | | | | | [removed: [Compensation Protection Agreement, effective] [added: [CDW Corporation Senior Management Incentive Plan,] as [removed: of] [added: Amended and Restated Effective] January 1, 2020, [removed: by and among CDW Corporation, CDW LLC and Christine A. Leahy,] previously filed as Exhibit 10.1 with CDW Corporation’s Form [removed: 8-K] [added: 10-Q] filed on [removed: March 11, 2019] [added: August 5, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519070977/d720186dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000124/cdw-2020630x10qxex101.htm)] | | |

| [removed: 10.4§] [added: 10.9§] | | | | | | [removed: [Form of Compensation Protection Agreement (executive officers other than Christine A. Leahy)](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000153/cdw-2021930x10qxex101.htm)[, p](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000153/cdw-2021930x10qxex101.htm)[reviously] [added: [CDW Corporation 2021 Long-Term Incentive Plan, previously] filed as Exhibit 10.1 with CDW Corporation’s Form [removed: 10-Q] [added: 8-K] filed on [removed: November 3,] [added: May 19,] 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000153/cdw-2021930x10qxex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm)] | | |

| [removed: 10.5§] [added: 10.21§] | | | | | | [removed: [Form of Noncompetition Agreement under the] [added: [CDW LLC Nonqualified Deferred] Compensation [removed: Protection Agreement,] [added: Plan,] previously filed as Exhibit 10.3 with CDW Corporation’s Form [removed: 8-K] [added: 10-Q] filed on [removed: March 14, 2016] [added: August 4, 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516503490/d149699dex103.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex103.htm)] | | |

| [removed: 10.6§] [added: 10.5§] | | | | | | [Letter Agreement, dated as of September 13, 2011, by and between CDW Direct, LLC and Christina M. Corley, previously filed as Exhibit 10.31 with CDW Corporation’s Form 10-K filed on March 9, 2012 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205712000006/cdw-20111231xex1031.htm) | | |

| [removed: 10.7§] [added: 10.6§] | | | | | | [Form of Indemnification Agreement by and between CDW Corporation and its directors and executive officers, previously filed as Exhibit 10.32 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312513258607/d501911dex1032.htm) | | |

| 10.8§ | | | | | | [CDW Corporation [removed: Senior Management Incentive Plan, as] Amended and Restated [removed: Effective January 1, 2020,] [added: 2013 Long-Term Incentive Plan,] previously filed as Exhibit 10.1 with CDW Corporation’s Form [removed: 10-Q] [added: 8-K] filed on [removed: August 5, 2020] [added: May 19, 2016] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000124/cdw-2020630x10qxex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm)] | | |

| [removed: 10.9§] [added: 10.14§] | | | | | | [removed: [CDW] [added: [Form of Performance Share Unit Award Agreement under the CDW] Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit [removed: 10.1] [added: 10.2] with CDW Corporation’s Form [removed: 8-K] [added: 10-Q] filed on May [removed: 19, 2016] [added: 5, 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm)] | | |

| 10.10§ | | | | | | [CDW [removed: Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm) [2021](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm) [Long-Term Incentive Plan,] [added: Corporation Coworker Stock Purchase Plan (As Amended and Restated, Effective May 20, 2021),] previously filed as Exhibit [removed: 10.1] [added: 10.2] with CDW Corporation’s Form [removed: 8-K] [added: 10-Q] filed on [removed: May 19,] [added: August 4,] 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)] | | |

| 10.11§ | | | | | | [removed: [CDW Corporation Coworker] [added: [Form of] Stock [removed: Purchase Plan](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) [(As] [added: Option Agreement under the CDW Corporation] Amended and [removed: Restated, Effective May 20, 2021)](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)[,] [added: Restated 2013 Long-Term Incentive Plan,] previously filed as Exhibit [removed: 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] [added: 10.22 with] CDW Corporation’s Form [removed: 10-Q] [added: 10-K] filed [removed: 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] [added: on March 1, 2017 and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm)] | | |

| [removed: 10.12§] [added: 10.17§] | | | | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement [removed: (executive officers)] under the CDW Corporation Amended and Restated 2013 Long-Term Incentive [removed: Plan,] [added: Plan for awards granted prior to February 15, 2023,] previously filed as Exhibit [removed: 10.22] [added: 10.20] with CDW Corporation’s Form 10-K filed on [removed: March 1, 2017] [added: February 28, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex1020.htm)] | | |

| [removed: 10.13§] [added: 10.12§] | | | | | | [Form of Stock Option Agreement [removed: (other than executive officers)] under the CDW Corporation [removed: Amended and Restated 2013] [added: 2021] Long-Term Incentive [removed: Plan,] [added: Plan for awards granted prior to February 15, 2023,] previously filed as Exhibit [removed: 10.22] [added: 10.14] with CDW Corporation’s Form 10-K filed on [removed: March 1, 2018] [added: February 28, 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205718000038/cdw-20171231x10kxex1022.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1014.htm)] | | |

| [removed: 10.14§*] [added: 10.20§*] | | | | | | [Form of [added: Non-Employee Director Restricted] Stock [removed: Option] [added: Unit Award] Agreement [removed: (executive officers)] under the CDW Corporation 2021 Long-Term Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1014.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1020.htm)] | | |

| 10.15§ | | | | | | [Form of Performance Share Unit Award Agreement [removed: (executive officers)] under the CDW Corporation [removed: Amended and Restated 2013] [added: 2021] Long-Term Incentive [removed: Plan, previously] [added: Plan for awards granted prior to February 15, 2023,previously] filed as Exhibit [removed: 10.2](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm) [with] [added: 10.17 with] CDW Corporation’s Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm)[Q](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm) [filed on](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm) [May 5, 2021](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm) [and] [added: 10-K filed on February 28, 2022 and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm)] | | |

| [removed: 10.16§] [added: 10.18§] | | | | | | [Form of [removed: Performance Share] [added: Restricted Stock] Unit Award Agreement [removed: (other than executive officers)] under the CDW Corporation [removed: Amended and Restated 2013] [added: 2021] Long-Term Incentive [removed: Plan,] [added: Plan for awards granted prior to February 15, 2023,] previously filed as Exhibit [removed: 10.24] [added: 10.19] with CDW Corporation’s Form 10-K filed on [removed: March 1, 2018] [added: February 28, 2022] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205718000038/cdw-20171231x10kxex1024.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1019.htm)] | | |

| [removed: 10.17§*] [added: 10.16§*] | | | | | | [Form of Performance Share Unit Award Agreement [removed: (executive officers)] under the CDW Corporation 2021 Long-Term Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm)] [added: Plan for awards granted on or after February 15, 2023.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)] | | |

| [removed: 10.18§] [added: 10.19§*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation [removed: Amended and Restated 2013] [added: 2021] Long-Term Incentive [removed: Plan, previously filed as Exhibit 10.20 with CDW 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] [added: Plan for awards granted] on [added: or after] February [removed: 28, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000042/cdw-20191231x10kxex1020.htm)] [added: 15, 2023.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)] | | |

| | | | | | |

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

| | | | Page | | |

| | | | | | |

(2)Financial Statement Schedules:

| [Schedule II – Valuation and Qualifying Accounts](#i5097c9e42aac4de58b2d1718fe0c0c1f_247) | | | [80](#i5097c9e42aac4de58b2d1718fe0c0c1f_247) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| 10.20§ | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.2 with CDW Corporation’s Form 10-Q filed on May 6, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000092/cdw-2020331x10qxex102.htm) | | |

| 10.21§ | | | | | | [Form of Non-Executive Chair Retainer Restricted Stock Unit Award Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.1 with CDW Corporation](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000092/cdw-2020331x10qxex101.htm)[’](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000092/cdw-2020331x10qxex101.htm)[s Form 10-Q filed on May 6, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000092/cdw-2020331x10qxex101.htm) | | |

| 10.25§ | | | | | | [Letter of Understanding, dated as of September 29, 2021, by and among CDW Corporation, CDW LLC and Collin B. Kebo, previously filed as Exhibit 10.2 with CDW Corporation’s Form 10-Q filed on November 3, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000153/cdw-2021930x10qxex102.htm) | | |

| Date: | | | February [removed: 28, 2022] [added: 24, 2023] | | | | | | By: | | | /s/ Christine A. Leahy | | |

| | | | | | | | | | | | | [added: Chair,] President and Chief Executive Officer | | |

| /s/ Christine A. Leahy | | | | | | [added: Chair,] President and Chief Executive Officer (principal executive officer) and Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Albert J. Miralles | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ [removed: Ilaria Mocciaro] [added: Peter R. Locy] | | | | | | Vice President, Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Virginia C. Addicott | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ James A. Bell | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Lynda M. Clarizio | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Paul J. Finnegan | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Anthony R. Foxx | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Sanjay Mehrotra | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Joseph R. Swedish | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| /s/ Donna F. Zarcone | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 24, 2023] | | |

| Peter R. Locy | | | | | | | | | | | | | | |

| /s/ Marc E. Jones | | | | | | Director | | | | | | February 24, 2023 | | |

| Marc E. Jones | | | | | | | | | | | | | | |

| /s/ David W. Nelms | | | | | | Director | | | | | | February 24, 2023 | | |

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

| Ilaria Mocciaro | | | | | | | | | | | | | | |

| /s/ David W. Nelms | | | | | | Non-Executive Chairman of the Board | | | | | | February 28, 2022 | | |