CDW (CDW) 10-K risk factor changes: FY2023 vs FY2022

In addition, purchases from two wholesale distributors, Ingram Micro and TD SYNNEX, represent [removed: approximately one-third] [added: over 25%] of our total [removed: US] purchases.

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

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

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

A decrease in the rate of innovation, a lack of [removed: acceptance] [added: adoption] of innovations by our customers or delays in technology spending by our customers, could have an adverse effect on our business, results of operations or cash flows.

To the extent that a vendor’s offering that is in high demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another [removed: vendor that we are authorized to sell in such customer channels, our business, results of operations or cash flows could be adversely impacted.]

The quality and our utilization of the information generated by our information technology systems, and our success in implementing new systems and upgrades, [removed: affects,] [added: could adversely affect,] among other things, our ability to:

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

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 over the internet and remotely, as we acquire more business operations [added: from targets with differing or inadequate cybersecurity] and [added: data protection controls and] as the portfolio of the service providers we exchange confidential information, software and/or hardware with expands, we [added: have been subject to breaches in security and] are [added: increasingly likely to be] exposed to [removed: increased] risks from breaches in security, including those arising from human error, negligence or mismanagement or from illegal or fraudulent acts, such as cyberattacks.

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

Although we have not experienced a material security breach to date, the evolving [added: and escalating] nature of cybersecurity threats, in light of new and sophisticated [added: methods used by criminals and cyberterrorists, state-sponsored]

[removed: 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 anticipate, detect and defend against these threats.

We and our [removed: third party] [added: third-party] partners have implemented various security controls to meet compliance and privacy requirements while defending against these evolving security threats.

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 Privacy Rights Act), significant remediation costs as well as the loss of [added: partners and] existing or potential customers and, ultimately, damage to our brand and [removed: reputation.][added: reputation and adversely impact our business.]

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

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

[removed: A] [added: In addition, a] sustained labor shortage or increased turnover rates within our coworker 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 [added: efficiency of such personnel could decrease.]

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

A natural disaster or other adverse occurrence at any of our major data storage [removed: locations] [added: locations, managed services sites] or third-party provider locations could negatively impact our business, results of operations or cash flows.

We are subject to the risk that our customers may not pay for the products they have [removed: purchased,] [added: purchased or] may pay at a slower rate than we have historically [removed: experienced, or may seek extended payment terms.][added: experienced.]

These types of transactions involve numerous business risks, including finding suitable transaction partners and negotiating terms that are acceptable to us, the diversion of management’s attention from other business [removed: concerns,] [added: priorities,] extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets, [added: an acquisition target’s differing or inadequate cybersecurity and data protection controls,] the potential loss of key coworkers or business relationships and successfully integrating acquired businesses.

There can be no assurance that the intended benefits of our investments, acquisitions and alliances will be realized, or that those benefits will offset these [removed: numerous risks or other unforeseen factors, any of which could adversely affect our business, results of operations or cash flows.]

In addition, our financial results could be adversely affected by financial adjustments required by generally accepted accounting principles in the United States of America (“US GAAP”) in connection with these types of [removed: transactions, including the Sirius Acquisition,] [added: transactions] where significant goodwill or intangible assets are recorded.

These fluctuations may cause the market price of our common stock to be volatile and may result from many factors, including the [removed: condition] [added: state] of the technology industry in general, shifts in demand and pricing for hardware, software and services, the introduction of new products or upgrades.

Our operating results are also highly dependent on Gross [removed: profit as a percentage of Net sales.][added: profit.]

Our Gross profit [removed: percentage] fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic 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 conditions generally, inflation and actions taken by central banks to counter inflation, sustained uncertainty about global political 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 [removed: conflict (such as the ongoing conflict between Russia and Ukraine and responsive sanctions against Russia),] [added: conflict,] 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 [removed: the COVID-19 pandemic or] rising interest [removed: rates,] [added: rates or bank failures,] 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.

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

[removed: Our financial performance could be adversely affected by decreases] [added: Decreases] in spending on technology products and services by our public and private sector customers due to, among other things, customer spending decisions and government spending [removed: policies.][added: policies may have an adverse impact on our business.]

Our sales to our public sector customers, and our other customers that do business with our public sector customers in particular, are impacted by government spending policies, budget priorities [removed: and revenue levels.]

An adverse change in government spending policies (such as budget cuts or [removed: limitations or temporary shutdowns of government operations),] [added: limitations),] shifts in budget [removed: priorities or] [added: priorities,] reductions in revenue [removed: levels,] [added: levels or significant government shutdowns] could cause our impacted public sector customers or our other customers that do business with impacted public sector customers to reduce or delay their purchases or to terminate or not renew their contracts with us, which could adversely affect our business, results of operations or cash flows.

[removed: Noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations (including] the [removed: False Claims Act, the Medicare and Medicaid Anti-Kickback Statute or similar laws of the jurisdictions for our business activities outside of the] US) or security clearance and confidentiality requirements could result in civil, criminal and administrative liability, including substantial monetary fines or damages, termination of government contracts or other public sector customer contracts, and suspension, debarment or ineligibility from doing business with governmental entities or other customers in the public sector.

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

[removed: Our disclosure on] these matters and our failure, or perceived failure, to meet our commitments [added: (including with respect to climate change)] or otherwise effectively address these matters may erode customer trust or confidence, particularly if they receive considerable publicity or result in litigation, and could have a negative impact on our business.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $5.9] [added: $5.6] billion of total debt outstanding and [removed: $519] [added: $431] million of obligations outstanding under our inventory financing agreements, and the ability to borrow an additional [removed: $1.1] [added: $1.2] billion under our senior unsecured revolving loan facility (the “Revolving Loan Facility”).

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $1.1] [added: $1.2] billion available for additional borrowing under our Revolving Loan Facility.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $857] [added: $635] million of variable rate debt outstanding.

Interest rates increased significantly during [removed: 2022] [added: 2023] and may continue to do so.

- market conditions or trends in our industry or the economy as a [removed: whole;][added: whole including market expectations of changes in interest rates;]

vendor that we are authorized to sell in such customer channels, our business, results of operations or cash flows could be adversely impacted.

Issues relating to the use or capabilities of artificial intelligence, including social and ethical issues, in hardware, software and services offerings may result in reputational harm and liability and increased costs.

Social and ethical issues relating to the use of new and evolving technologies such as artificial intelligence (“AI”) in our hardware, software and service offerings, as well as in our internal platforms, may result in reputational harm and liability.

The hardware, software and services we offer increasingly utilize AI, and, as with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business.

If we use, enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand or reputational harm, competitive harm or legal liability.

Increased focus and potential government regulation in the space of AI ethics may also increase the burden and cost of research and development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability.

Failure to address AI ethics issues by us or others in our industry could undermine public confidence in AI and slow adoption of AI in our products and services.

Additionally, the development, adoption and use for AI is still in its early stages, and ineffective or inadequate AI development or deployment practices by us or our vendor partners could result in unintended consequences.

AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies.

Moreover, software vulnerabilities within the third-party information technology systems we use are discovered and reported on nearly a daily basis.

When made public or otherwise known to us, we attempt to remediate or mitigate these vulnerabilities following guidance provided by the software vendor, and/or appropriate authorities, and before the vulnerability is successfully used in a cyberattack against our systems.

If and when cyberattacks target and successfully exploit these vulnerabilities, we take steps designed to contain and limit the impact on our business.

We maintain and periodically upgrade many of our information technology systems, some of which are complex, costly and time consuming.

If our information technology systems are not properly maintained or enhanced, the attention of our coworkers could be diverted and our ability to provide the level of service our customers demand could be constrained for some time.

Further, new information technology systems and updates to existing information technology systems may not properly integrate with other information technology systems.

Also, once implemented, the new information technology systems, updates to existing information technology systems and related technology may not provide the intended efficiencies or anticipated benefits, or could be defective or improperly installed, and could add costs, complications and disruptions to our ongoing operations.

From time to time, we may acquire new companies, businesses or sites with cybersecurity and data protection systems which may not conform with our standards.

It may require significant time and expense to upgrade and integrate such systems and controls, and if we are unable to do so in a timely manner, or at all, failures or breaches of such systems could harm our reputation, business and results of operations due to failure to comply with customer, partner, legal or regulatory obligations.

Further, security breaches may go undetected and persist in our environments for extended periods.

Additionally, we rely on outsource partners to execute and deliver on certain functions within the organization.

We could experience work stoppages, strikes or performance issues with our outsource partners, which could adversely affect our business, results of operations or cash flows.

numerous risks or other unforeseen factors, any of which could adversely affect our business, results of operations or cash flows.

Political events, trade and other international disputes, war, terrorism, natural disasters, public health issues, including pandemics such as COVID-19, industrial accidents and other business interruptions can harm or disrupt international commerce and the global economy, and could have a material adverse effect on the Company and its customers, suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners.

and revenue levels.

Noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations (including the False Claims Act, the Medicare and Medicaid Anti-Kickback Statute or similar laws of the jurisdictions for our business activities outside of

Additionally, there is increased focus by stakeholders on environmental sustainability and corporate responsibility matters, and stakeholders may disagree with the Company’s commitments and initiatives on such matters.

Our disclosure on

- provide that special meetings of the stockholders can only be called in accordance with certain requirements and limitations set forth in our amended and restated bylaws;

There can be no assurance that we will continue to pay dividends on our common stock or repurchase any of our common stock under our share repurchase program.

The outbreak of the novel coronavirus (“COVID-19”) pandemic has adversely impacted and could continue to adversely impact our business and results of operations and could also adversely impact our cash flows, financial condition and liquidity.

The global spread of COVID-19 continues to create significant macroeconomic uncertainty, volatility and disruption.

Many governments and health authorities have 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 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, the recovery process remains uncertain.

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

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

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

In addition, 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.

During the COVID-19 pandemic and even after it has subsided, we may experience adverse impacts to our business as a result of the pandemic’s global economic impact, including any recession, economic downturn or volatility, government spending cuts, tightening of credit markets or increased unemployment that has occurred or may occur in the future, which could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices.

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

Individually and collectively, the consequences of the COVID-19 pandemic have adversely impacted and could continue to adversely impact our business and results of operations and could also adversely impact our cash flows, financial condition and liquidity.

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

The COVID-19 pandemic has and may continue to have the effect of heightening many of the other risks described in this “Risk Factors” section.

efficiency of such personnel could decrease.

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

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

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

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

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

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

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

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

- provide that special meetings of the stockholders can only be called by or at the direction of our Board of Directors pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the Company would have if there were no vacancies;

We cannot assure you that we will continue to pay dividends on our common stock or repurchase any of our common stock under our share repurchase program, and our indebtedness and certain tax considerations could limit our ability to continue to pay dividends on, or make share repurchases of, our common stock.

If we do not continue to pay dividends, you may not receive any return on investment unless you are able to sell your common stock for a price greater than your purchase price.

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

In addition, our ability to pay dividends on, or repurchase, shares of our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us, in each case, under the terms of our current and any future agreements governing our indebtedness.

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

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

We have three reportable [removed: segments,] [added: segments:] Corporate, Small Business and Public.

For a discussion of results for the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] filed with the Securities and Exchange Commission on February [removed: 28, 2022.][added: 24, 2023.]

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

Macroeconomic uncertainty persists as a result of the [removed: continued rate of inflation and] [added: current inflationary environment,] the corresponding increase in interest rates driven by monetary [removed: policy.][added: policy and lower economic growth rates in the United States and other countries.]

The [removed: enhanced] uncertainty in the current [added: economic] environment [added: resulted in, and] may [added: continue to] result [removed: in] [added: in,] a [removed: delay or] [added: delay,] pause [removed: on] [added: or reduction of] investments in technology by our customers.

We have orchestrated solutions by leveraging [removed: client devices, accessories, collaboration tools,] [added: netcomm products,] security, software and hybrid and cloud offerings to help customers [removed: build these capabilities and] achieve their objectives.

As the duration and ongoing [removed: economic impacts] [added: impact] of [removed: the COVID-19 pandemic] [added: current economic conditions] remain uncertain, current and future budget priorities and funding levels for Government, Healthcare and Education customers may be adversely [removed: affected.][added: affected, leading to lower IT spend.]

Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing [added: and managing] IT securely.

Technology trends are likely to change as customers prioritize the projects that produce the most important outcomes for their [removed: operations.][added: business.]

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

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

We believe Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share and Net sales [removed: 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.

We also present Free cash flow [added: and Adjusted free cash flow] as we believe [removed: this measure provides] [added: these measures provide] more information regarding our liquidity and capital resources.

| | | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | |

| (dollars in millions, except per share amounts) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | | $ | [removed: 23,748.7] [added: 21,376.0] | | | | | $ | [removed: 20,820.8] [added: 23,748.7] | |

| Gross profit | | | [removed: 4,686.6] [added: 4,652.4] | | | | | | [removed: 3,568.5] [added: 4,686.6] | | |

| Operating income | | | [removed: 1,735.2] [added: 1,680.9] | | | | | | [removed: 1,419.0] [added: 1,735.2] | | |

| Net income | | | [removed: 1,114.5] [added: 1,104.3] | | | | | | [removed: 988.6] [added: 1,114.5] | | |

| Non-GAAP operating income | | | [removed: 2,050.5] [added: 2,039.1] | | | | | | [removed: 1,645.4] [added: 2,050.5] | | |

| Non-GAAP net income | | | [removed: 1,341.5] [added: 1,346.2] | | | | | | [removed: 1,118.9] [added: 1,341.5] | | |

| Net income per diluted share | | | [removed: 8.13] [added: 8.10] | | | | | | [removed: 7.04] [added: 8.13] | | |

| Non-GAAP net income per diluted share | | | [removed: 9.79] [added: 9.88] | | | | | | [removed: 7.97] [added: 9.79] | | |

| Average daily sales(1) | | | [removed: 93.5] [added: 84.2] | | | | | | [removed: 82.0] [added: 93.5] | | |

| Net debt(2) | | | [removed: 5,607.5] [added: 5,056.2] | | | | | | [removed: 6,600.4] [added: 5,607.5] | | |

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

| Cash provided by operating activities | | | [removed: 1,335.9] [added: 1,598.7] | | | | | | [removed: 784.6] [added: 1,335.9] | | |

| [removed: Free] [added: Adjusted free] cash [removed: flow] [added: flow(4)] | | | [removed: 1,292.7] [added: 1,426.8] | | | | | | [removed: 476.7] [added: 1,292.7] | | |

[removed: (1) There] [added: (1)There] were 254 selling days for both the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[removed: (2) Defined] [added: (2)Defined] as Total debt minus Cash and cash equivalents.

[removed: (3) Cash conversion cycle is defined] [added: (3)Defined] as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable and Accounts payable-inventory financing, based on a rolling three-month average.

| | | | | | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: Dollars] [added: Dollars] in [removed: Millions] [added: Millions] | | | | | | [removed: Percentage] [added: Percentage] of Net [removed: Sales] [added: Sales] | | | | | | [removed: Dollars] [added: Dollars] in [removed: Millions] [added: Millions] | | | | | | [removed: Percentage] [added: Percentage] of Net [removed: Sales] [added: Sales] | | |

| Net sales | | | | | | $ | [removed: 23,748.7] [added: 21,376.0] | | | | | 100.0 | | % | | | | $ | [removed: 20,820.8] [added: 23,748.7] | | | | | 100.0 | | % |

| Cost of sales | | | | | | [removed: 19,062.1] [added: 16,723.6] | | | | | | [removed: 80.3] [added: 78.2] | | | | | | [removed: 17,252.3] [added: 19,062.1] | | | | | | [removed: 82.9] [added: 80.3] | | |

| Gross profit | | | | | | [removed: 4,686.6] [added: 4,652.4] | | | | | | [removed: 19.7] [added: 21.8] | | | | | | [removed: 3,568.5] [added: 4,686.6] | | | | | | [removed: 17.1] [added: 19.7] | | |

| Selling and administrative expenses | | | | | | [removed: 2,951.4] [added: 2,971.5] | | | | | | [removed: 12.4] [added: 13.9] | | | | | | [removed: 2,149.5] [added: 2,951.4] | | | | | | [removed: 10.3] [added: 12.4] | | |

- Customers continue to balance priorities to focus on solutions that lead to business optimization, cost management and security risk management and in many cases are reassessing the timing of IT refresh cycles and pausing or deferring their IT spend.

Average Daily Sales is defined as Net sales divided by the number of selling days.

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

Continued economic uncertainty has led customers to focus their business priorities, resulting in a reduction or delay in their hardware spend.

The increase was driven by costs related to the reduction of our workforce and real estate portfolio (collectively “workplace optimization”) and increased payroll expenses associated with higher year-over-year average coworker count, partially offset by reduced discretionary expenses.

Operating income decreased $54 million, or 3.1%, to $1,681 million for the year ended December 31, 2023, compared to $1,735 million for the year ended December 31, 2022.

Interest expense, net includes interest expense and interest income.

This decrease is primarily due to lower debt levels and higher interest income earned on cash balances, partially offset by higher variable interest rate on the senior unsecured term loan.

Income tax expense was $346 million for the year ended December 31, 2023, compared to $373 million for the year ended December 31, 2022.

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 8,960.8 | | | | | 41.9 | | % | | | | $ | 10,350.1 | | | | | 43.6 | | % | | | | $ | (1,389.3) | | | | | (13.4) | | % |

| Small Business | | | | | | 1,556.0 | | | | | | 7.3 | | | | | | 1,938.9 | | | | | | 8.2 | | | | | | (382.9) | | | | | | (19.7) | | |

| Government | | | | | | 2,669.1 | | | | | | 12.5 | | | | | | 2,574.3 | | | | | | 10.8 | | | | | | 94.8 | | | | | | 3.7 | | |

| Education | | | | | | 3,298.3 | | | | | | 15.4 | | | | | | 3,621.4 | | | | | | 15.2 | | | | | | (323.1) | | | | | | (8.9) | | |

| Healthcare | | | | | | 2,338.3 | | | | | | 10.9 | | | | | | 2,355.6 | | | | | | 9.9 | | | | | | (17.3) | | | | | | (0.7) | | |

| Total Public | | | | | | 8,305.7 | | | | | | 38.8 | | | | | | 8,551.3 | | | | | | 35.9 | | | | | | (245.6) | | | | | | (2.9) | | |

| Other | | | | | | 2,553.5 | | | | | | 12.0 | | | | | | 2,908.4 | | | | | | 12.3 | | | | | | (354.9) | | | | | | (12.2) | | |

Average daily sales is defined as Net sales divided by the number of selling days.

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 846.8 | | | | | 9.5 | | % | | | | $ | 931.7 | | | | | 9.0 | | % | | | | (9.1) | | % |

| Public | | | | | | 735.0 | | | | | | 8.8 | | | | | | 681.7 | | | | | | 8.0 | | | | | | 7.8 | | |

| Other(2) | | | | | | 142.1 | | | | | | 5.6 | | | | | | 130.7 | | | | | | 4.5 | | | | | | 8.7 | | |

| Headquarters(3) | | | | | | (220.3) | | | | | | nm* | | | | | | (195.7) | | | | | | nm* | | | | | | 12.6 | | |

This decrease in Net sales was across various hardware categories and services, partially offset by increases in netcomm products.

This decrease was across various categories primarily within notebooks/mobile devices.

This decrease was across various categories, primarily notebooks/mobile devices and collaboration hardware within Education, partially offset by netcomm products and software across all sales channels.

This decrease was driven by various hardware categories, primarily within notebooks/mobile devices, partially offset by an increase in netcomm products and software related to both the Canadian and UK operations.

Free cash flow is defined as cash flows provided by operating activities less capital expenditures.

Adjusted free cash flow is defined as Free cash flow adjusted to include certain cash flows from financing activities incurred in the normal course of operations or as capital expenditures.

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

We also present Free cash flow and Adjusted free cash flow as we believe these measures provide more information regarding our liquidity and capital resources.

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

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

| Transformation initiatives (2) | | | 27.1 | | | | | | | | | | | | 6.3 | | | | | | | | | | | | | | |

| Workplace optimization(3) | | | 47.7 | | | | | | | | | | | | — | | | | | | | | | | | | | | |

| Other adjustments | | | 5.3 | | | | | | | | | | | | 1.7 | | | | | | | | | | | | | | |

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

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

| US GAAP, as reported | | | | | | $ | 1,450.2 | | | | | $ | (345.9) | | | | | $ | 1,104.3 | | | | | | | | | | | $ | 1,487.8 | | | | | $ | (373.3) | | | | | $ | 1,114.5 | | | | | (0.9) | | % |

| Transformation initiatives(3) | | | | | | 27.1 | | | | | | (7.1) | | | | | | 20.0 | | | | | | | | | | | | 6.3 | | | | | | (1.6) | | | | | | 4.7 | | | | | | | | |

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

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

This strategic acquisition has enhanced our breadth and depth of services and solutions offerings.

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

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.

- 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.

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

The increase was primarily driven by higher payroll expenses consistent with higher Gross profit and higher coworker count, including the impact of the acquisition of Sirius, and higher intangible asset amortization expense from the acquisition of Sirius.

This increase was primarily driven by additional interest expense from the $2.5 billion aggregate principal amount of unsecured senior notes issued on December 1, 2021, the net proceeds of which were used to fund the acquisition of Sirius.

*Other (expense) income, net*

During the year ended December 31, 2021, we sold all ownership interests in an equity method investment and recognized a $36 million gain, with no similar activity in 2022.

Income tax expense was $373 million in 2022, compared to $309 million in 2021.

For 2022, the effective tax rate differed from the US federal statutory rate primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.

For 2021, the effective tax rate differed from the US federal statutory rate primarily due to state and local income taxes and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023, partially offset by excess tax benefits on equity-based compensation.

| | | | | | | 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 | | |

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.

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

This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by Healthcare and Government customers.

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.

These increases were partially offset by decreased Net sales to Education customers of 11.9% primarily driven by decreased Net sales in notebooks/mobile devices with K-12 customers.

This increase was driven by both our UK and Canadian operations as customers continued to focus on digital transformation, resulting in increased Net sales in software, netcomm products, notebooks/mobile devices and services.

Other Operating income was $131 million for the year ended December 31, 2022, an increase of $15 million, or 12.9%, compared to $116 million for the year ended December 31, 2021.

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

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

| Other adjustments | | | 8.0 | | | | | | 4.6 | | | | | | | | |

| Non-GAAP operating income margin | | | 8.6 | | % | | | | 7.9 | | % | | | | | | |

[added: We] manage our exposure to interest rate risk through the proportion of fixed-rate debt and variable-rate debt in our debt portfolio.

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

We

We are vendor, technology and consumption model [removed: “agnostic”,] [added: unbiased,] offering a broad selection of products and multi-branded IT solutions.

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

We believe that demand for IT will continue to outpace general economic growth in the markets we serve, fueled by new technologies, including hybrid and cloud computing, [removed: virtualization and] [added: virtualization,] mobility [added: and artificial intelligence,] as well as growing end-user demand for security, efficiency and productivity.

We have three reportable [removed: segments,] [added: segments:] Corporate, Small Business and Public.

In our US business, which represents approximately 90% of our [removed: revenues,] [added: Net sales,] we currently have five dedicated customer channels: corporate, small business, government, education and healthcare, each of which generated [removed: $1.9] [added: approximately $1.6] billion or greater in Net sales in [removed: 2022.][added: 2023.]

Net sales to customers in the UK and Canada combined generated [removed: $2.9] [added: $2.6] billion in [removed: 2022.][added: 2023.]

We provide more than 100,000 products and services from more than 1,000 [added: vendor] 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, [removed: Poly,] Pure Storage, [removed: Samsung,] [added: Samsung] and VMware, as well as from emerging technology companies to expand our portfolio.

This broad portfolio of [added: vendor] partners and technologies enables us to offer customers significant options and meet customer demand for the products and solutions that best meet their needs.

In [removed: 2022,] [added: 2023,] we generated [removed: over $1.5] [added: $2.0] billion of Net sales from each of our [removed: five] [added: three] largest vendor partners.

We have received the highest level of certification from major vendor partners such as Cisco, Dell EMC, Hewlett Packard Enterprise, IBM, Microsoft, NetApp, Nutanix, Palo Alto Networks, [removed: Samsung,] [added: 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 approximately [removed: 38] [added: 35] million units annually on an aggregate basis from our distribution centers.

These arrangements represented approximately [removed: 51%] [added: 55%] of total North America Net sales in [removed: 2022.][added: 2023.]

We face competition from resellers, direct manufacturers, large service providers, cloud providers, telecommunication companies, and to a lesser extent [removed: e-tailers and] retailers.

We [removed: have built a strong sales organization and deep services and solutions capabilities over time and expect to continue to invest to enhance these capabilities, which we] believe [removed: when combined with] [added: the combination of] our competitive advantages of [removed: scale and a] [added: scale,] performance driven [removed: culture,] [added: culture and enhanced capabilities] will help drive sustainable, profitable growth for us today and in the future.

Our hardware [removed: products include] [added: category includes] notebooks/mobile devices (including tablets), network [removed: communications,] [added: communications (“netcomm products”),] desktop computers, [removed: video monitors, enterprise and] [added: collaboration,] data [removed: storage,] [added: storage] and [added: servers and] other hardware.

Our software [removed: products include] [added: category includes cloud solutions, software assurance,] application suites, security, virtualization, operating systems and network management.

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

Our customer solutions can take the form of hardware, software or Software as a Service across a multitude of categories such as: endpoint security, email security, web security, intrusion prevention, [removed: authentication, firewall, virtual private network services and network access control.]

| | | | | | | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| [added: (dollars in millions)] | | | | | | [removed: Dollars in Millions] [added: Net Sales] | | | | | | [removed: Percentage] [added: Percentage] of Total Net [removed: Sales] [added: Sales] | | | | | | [removed: Dollars in Millions] [added: Net Sales] | | | | | | [removed: Percentage] [added: Percentage] of Total Net [removed: Sales] [added: Sales] | | | | | | [removed: Dollars in Millions] [added: Net Sales] | | | | | | [removed: Percentage] [added: Percentage] of Total Net [removed: Sales] [added: Sales] | | |

| Notebooks/Mobile Devices | | | | | | $ | [removed: 6,179.7] [added: 4,690.5] | | | | | [removed: 26.0] [added: 21.9] | | % | | | | $ | [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] | | % |

| Netcomm Products | | | | | | [removed: 2,729.7] [added: 3,185.4] | | | | | | [removed: 11.5] [added: 14.9] | | | | | | [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] | | |

| Desktops | | | | | | [removed: 1,284.9] [added: 1,069.1] | | | | | | [removed: 5.4] [added: 5.0] | | | | | | [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] | | |

| Total Hardware | | | | | | [removed: 18,091.0] [added: 15,702.6] | | | | | | [removed: 76.1] [added: 73.5] | | | | | | [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] | | |

| Software(1) | | | | | | [removed: 3,684.9] [added: 3,799.3] | | | | | | [removed: 15.5] [added: 17.8] | | | | | | [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] | | |

| Services(1) | | | | | | [removed: 1,842.0] [added: 1,761.3] | | | | | | [removed: 7.8] [added: 8.2] | | | | | | [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] | | |

| Other(2) | | | | | | [removed: 130.8] [added: 112.8] | | | | | | [removed: 0.6] [added: 0.5] | | | | | | [removed: 122.7] [added: 130.8] | | | | | | [removed: 0.5] [added: 0.6] | | | | | | [removed: 139.2] [added: 122.7] | | | | | | [removed: 0.9] [added: 0.5] | | |

| Total Net sales | | | | | | $ | [removed: 23,748.7] [added: 21,376.0] | | | | | 100.0 | | % | | | | $ | [removed: 20,820.8] [added: 23,748.7] | | | | | 100.0 | | % | | | | $ | [removed: 18,467.5] [added: 20,820.8] | | | | | 100.0 | | % |

[removed: 1.Certain software and services revenue is recorded on] [added: As] a [removed: net basis for accounting purposes, so] [added: result,] 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 know that an inclusive environment produces the best [removed: ideas] [added: ideas,] and our coworkers are driven to finding the best technology solutions to enable the mission-driven needs of our customers.

We have approximately 15,100 coworkers across the globe, with [removed: 12,250] [added: 11,700] coworkers in the [removed: US, 1,750 in the UK] [added: US] and [removed: 1,100] [added: 3,400 coworkers] in [removed: Canada.][added: international locations.]

Our coworker relations are [removed: strong] [added: strong,] and none of our coworkers are [added: represented by a labor union or] covered by [added: a] collective bargaining [removed: agreements.][added: agreement.]

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

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

We focus on skills enhancement, leadership development, innovation excellence and professional growth throughout our coworkers’ [removed: careers at CDW.][added: careers.]

Our programs [removed: include:] [added: include, but are not limited to:] leadership development trainings, unique developmental opportunities for our high-potential emerging leaders, a [removed: 24-month] [added: robust] training program for new [removed: North American] sales coworkers, technical skill development training, [removed: an 15-month] [added: a 12-month] apprentice-style program for aspiring [removed: engineers,] [added: engineers] and coworker access to over [removed: 15,000] [added: 20,000] on-demand educational [removed: modules.][added: modules with new content updated frequently.]

[removed: First, safeguard] [added: We are committed to prioritizing] the health and well-being of our [removed: coworkers, second, serve] [added: coworkers and addressing] the [removed: mission-driven] [added: mission driven] needs of our [removed: customers and third, support our communities.][added: business partners.]

[removed: In addition, we implemented safety protocols at our distribution centers, such as additional] [added: These include enhanced] personal protective equipment, expanded health and safety training and increased [removed: available] [added: access to] mental health resources.

We have built a strong sales organization and deep services and solutions capabilities over time and expect to continue to invest to enhance these capabilities.

authentication, firewall, virtual private network services and network access control.

| Collaboration(3) | | | | | | 1,909.7 | | | | | | 8.9 | | | | | | 2,394.8 | | | | | | 10.1 | | | | | | 2,218.8 | | | | | | 10.7 | | |

| Data Storage and Servers(3) | | | | | | 2,240.7 | | | | | | 10.5 | | | | | | 2,479.0 | | | | | | 10.4 | | | | | | 2,044.9 | | | | | | 9.8 | | |

| Other Hardware(3) | | | | | | 2,607.2 | | | | | | 12.3 | | | | | | 3,022.9 | | | | | | 12.7 | | | | | | 2,692.0 | | | | | | 12.9 | | |

(1)Certain software and services revenue is recorded on a net basis for accounting purposes.

(3)Prior period amounts have been reclassified to conform with current period presentation.

We dedicate time and resources to identify safety hazards of all types, mitigate safety risk and routinely train our coworkers using industry best-practices as our standard.

We also monitor guidance from leading health authorities and have implemented robust safety protocols at our distribution centers.

Information about our Executive Officers

The following table lists the name, age as of February 26, 2024 and positions of each executive officer of the Company.

| | | | | | | | | |

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

| Name | | | Age | | | Position | | |

| Christine A. Leahy | | | 59 | | | 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 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 | | | 56 | | | 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, Kohl’s Corporation from November 2015 to May 2018. | | |

| Christina M. Corley | | | 56 | | | Chief Commercial and Operating Officer since January 2020; Chief Operating Officer from January 2019 to January 2020; Senior Vice President, Commercial and International Markets from July 2017 to December 2018; Senior Vice President, Corporate Sales from September 2011 to July 2017. | | |

| Frederick J. Kulevich | | | 58 | | | Senior Vice President, General Counsel and Corporate Secretary since October 2017 and Interim Chief People Officer since November 2023; Vice President and Deputy General Counsel from May 2016 to October 2017; Vice President and Assistant General Counsel from May 2014 to May 2016; Senior Director, Ethics and Compliance from July 2006 to May 2014. | | |

| Albert J. Miralles | | | 54 | | | Senior Vice President and Chief Financial Officer since September 2021; Executive Vice President and Chief Financial Officer, CNA Financial Corporation (a commercial property and casualty insurance company) from February 2020 to September 2021; President, CNA Warranty from October 2019 to September 2021; Executive Vice President and Chief Risk Officer of the CNA Insurance Companies from January 2018 to October 2019. | | |

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

This strategic acquisition 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 added services scale, further balancing and diversifying our portfolio mix.

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

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

We believe our addressable markets in the US, UK and Canada represent approximately $460 billion in annual sales.

For the year ended December 31, 2022, we estimate that our total Net sales of $23.7 billion represented approximately 5% of our addressable markets.

Electronic delivery for software licenses is approximately 12% of total North America Net sales in 2022.

We estimate that approximately 50% of our Net sales in 2022 in the US came from sales of product categories and services typically associated with solutions.

| Video | | | | | | 1,785.2 | | | | | | 7.5 | | | | | | 1,605.0 | | | | | | 7.7 | | | | | | 1,190.8 | | | | | | 6.4 | | |

| Enterprise and Data Storage (Including Drives) | | | | | | 1,375.0 | | | | | | 5.8 | | | | | | 992.1 | | | | | | 4.8 | | | | | | 947.4 | | | | | | 5.1 | | |

| Other Hardware | | | | | | 4,736.5 | | | | | | 19.9 | | | | | | 4,358.6 | | | | | | 20.9 | | | | | | 4,121.6 | | | | | | 22.3 | | |

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.

History

Founded in 1984, CDW became a public company in 1993.

In 2006, we acquired Berbee Information Networks Corporation to expand our capabilities in customized engineering services and managed services.

In 2007, we went private and then became public again in 2013.

In 2015, we acquired control of 100% of UK-based IT solutions provider, Kelway TopCo Limited.

Rebranded CDW UK in 2016, the acquisition extended our footprint into the UK.

In 2019, we acquired Canada-based technology solutions provider, Scalar Decisions Inc.

CDW’s AmplifiedTM Services portfolio has been aided by acquisitions of various companies.

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

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements [added: 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 [added: to §240.10D-1(b).]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $21,272] [added: $24,542] million, based on the per share closing sale price of [removed: $157.56] [added: $183.50] on that date.

As of February [removed: 21, 2023,] [added: 20, 2024,] there were [removed: 135,591,556] [added: 134,215,119] shares of common stock, $0.01 par value, outstanding.

Certain parts of the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders to be held on May [removed: 18, 2023,] [added: 21, 2024,] which will be filed with the Securities and Exchange Commission on or before April 30, [removed: 2023,] [added: 2024,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

Year Ended December 31, [removed: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#i396befa8763745adb085f0e6d62b21e8_16)] [added: [Business](#i4c083f69c19a4824b58ec821bc8995c7_16)] | | | [removed: [4](#i396befa8763745adb085f0e6d62b21e8_16)] [added: [4](#i4c083f69c19a4824b58ec821bc8995c7_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i396befa8763745adb085f0e6d62b21e8_19)] [added: Factors](#i4c083f69c19a4824b58ec821bc8995c7_19)] | | | [removed: [10](#i396befa8763745adb085f0e6d62b21e8_19)] [added: [10](#i4c083f69c19a4824b58ec821bc8995c7_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i396befa8763745adb085f0e6d62b21e8_22)] [added: Comments](#i4c083f69c19a4824b58ec821bc8995c7_22)] | | | [removed: [21](#i396befa8763745adb085f0e6d62b21e8_22)] [added: [20](#i4c083f69c19a4824b58ec821bc8995c7_22)] | | |

| Item 2. | | | [removed: [Properties](#i396befa8763745adb085f0e6d62b21e8_25)] [added: [Properties](#i4c083f69c19a4824b58ec821bc8995c7_25)] | | | [removed: [21](#i396befa8763745adb085f0e6d62b21e8_25)] [added: [21](#i4c083f69c19a4824b58ec821bc8995c7_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i396befa8763745adb085f0e6d62b21e8_28)] [added: Proceedings](#i4c083f69c19a4824b58ec821bc8995c7_28)] | | | [removed: [21](#i396befa8763745adb085f0e6d62b21e8_28)] [added: [21](#i4c083f69c19a4824b58ec821bc8995c7_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i396befa8763745adb085f0e6d62b21e8_31)] [added: Disclosures](#i4c083f69c19a4824b58ec821bc8995c7_31)] | | | [removed: [21](#i396befa8763745adb085f0e6d62b21e8_31)] [added: [22](#i4c083f69c19a4824b58ec821bc8995c7_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i396befa8763745adb085f0e6d62b21e8_40)] [added: Securities](#i4c083f69c19a4824b58ec821bc8995c7_40)] | | | [removed: [23](#i396befa8763745adb085f0e6d62b21e8_40)] [added: [23](#i4c083f69c19a4824b58ec821bc8995c7_40)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i396befa8763745adb085f0e6d62b21e8_43)] [added: [\[RESERVED\]](#i4c083f69c19a4824b58ec821bc8995c7_43)] | | | [removed: [25](#i396befa8763745adb085f0e6d62b21e8_43)] [added: [24](#i4c083f69c19a4824b58ec821bc8995c7_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i396befa8763745adb085f0e6d62b21e8_49)] [added: Operations](#i4c083f69c19a4824b58ec821bc8995c7_49)] | | | [removed: [26](#i396befa8763745adb085f0e6d62b21e8_49)] [added: [25](#i4c083f69c19a4824b58ec821bc8995c7_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i396befa8763745adb085f0e6d62b21e8_154)] [added: Risk](#i4c083f69c19a4824b58ec821bc8995c7_160)] | | | [removed: [39](#i396befa8763745adb085f0e6d62b21e8_154)] [added: [37](#i4c083f69c19a4824b58ec821bc8995c7_160)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i396befa8763745adb085f0e6d62b21e8_157)] [added: Data](#i4c083f69c19a4824b58ec821bc8995c7_163)] | | | [removed: [41](#i396befa8763745adb085f0e6d62b21e8_157)] [added: [39](#i4c083f69c19a4824b58ec821bc8995c7_163)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i396befa8763745adb085f0e6d62b21e8_259)] [added: Disclosure](#i4c083f69c19a4824b58ec821bc8995c7_265)] | | | [removed: [78](#i396befa8763745adb085f0e6d62b21e8_259)] [added: [75](#i4c083f69c19a4824b58ec821bc8995c7_265)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i396befa8763745adb085f0e6d62b21e8_262)] [added: Procedures](#i4c083f69c19a4824b58ec821bc8995c7_268)] | | | [removed: [78](#i396befa8763745adb085f0e6d62b21e8_262)] [added: [75](#i4c083f69c19a4824b58ec821bc8995c7_268)] | | |

| Item 9B. | | | [Other [removed: Information](#i396befa8763745adb085f0e6d62b21e8_268)] [added: Information](#i4c083f69c19a4824b58ec821bc8995c7_274)] | | | [removed: [80](#i396befa8763745adb085f0e6d62b21e8_268)] [added: [77](#i4c083f69c19a4824b58ec821bc8995c7_274)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i396befa8763745adb085f0e6d62b21e8_271)] [added: Inspections](#i4c083f69c19a4824b58ec821bc8995c7_277)] | | | [removed: [80](#i396befa8763745adb085f0e6d62b21e8_271)] [added: [77](#i4c083f69c19a4824b58ec821bc8995c7_277)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i396befa8763745adb085f0e6d62b21e8_277)] [added: Governance](#i4c083f69c19a4824b58ec821bc8995c7_283)] | | | [removed: [81](#i396befa8763745adb085f0e6d62b21e8_277)] [added: [78](#i4c083f69c19a4824b58ec821bc8995c7_283)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i396befa8763745adb085f0e6d62b21e8_280)] [added: Compensation](#i4c083f69c19a4824b58ec821bc8995c7_286)] | | | [removed: [81](#i396befa8763745adb085f0e6d62b21e8_280)] [added: [78](#i4c083f69c19a4824b58ec821bc8995c7_286)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i396befa8763745adb085f0e6d62b21e8_283)] [added: Matters](#i4c083f69c19a4824b58ec821bc8995c7_289)] | | | [removed: [81](#i396befa8763745adb085f0e6d62b21e8_283)] [added: [78](#i4c083f69c19a4824b58ec821bc8995c7_289)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i396befa8763745adb085f0e6d62b21e8_286)] [added: Independence](#i4c083f69c19a4824b58ec821bc8995c7_292)] | | | [removed: [81](#i396befa8763745adb085f0e6d62b21e8_286)] [added: [78](#i4c083f69c19a4824b58ec821bc8995c7_292)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i396befa8763745adb085f0e6d62b21e8_289)] [added: Services](#i4c083f69c19a4824b58ec821bc8995c7_295)] | | | [removed: [81](#i396befa8763745adb085f0e6d62b21e8_289)] [added: [78](#i4c083f69c19a4824b58ec821bc8995c7_295)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i396befa8763745adb085f0e6d62b21e8_295)] [added: Schedules](#i4c083f69c19a4824b58ec821bc8995c7_301)] | | | [removed: [82](#i396befa8763745adb085f0e6d62b21e8_295)] [added: [79](#i4c083f69c19a4824b58ec821bc8995c7_301)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i396befa8763745adb085f0e6d62b21e8_298)] [added: Summary](#i4c083f69c19a4824b58ec821bc8995c7_304)] | | | [removed: [87](#i396befa8763745adb085f0e6d62b21e8_298)] [added: [84](#i4c083f69c19a4824b58ec821bc8995c7_304)] | | |

These statements also relate to our future prospects, [added: growth,] developments and business strategies.


| 200 N. Milwaukee Avenue | | | | | | | | | | | | | | |

| Vernon Hills | | | , | | | Illinois | | | | | | 60061 | | |

| Item 1C. | | | [Cybersecurity](#i4c083f69c19a4824b58ec821bc8995c7_2456) | | | [21](#i4c083f69c19a4824b58ec821bc8995c7_2456) | | |

| SIGNATURES | | | | | | [85](#i4c083f69c19a4824b58ec821bc8995c7_307) | | |


| 75 Tri-State International | | | | | | | | | | | | | | |

| Lincolnshire | | | , | | | Illinois | | | | | | 60069 | | |

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

to §240.10D-1(b).

| | | | [Information about our Executive Officers](#i396befa8763745adb085f0e6d62b21e8_34) | | | [22](#i396befa8763745adb085f0e6d62b21e8_34) | | |

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

We have a dedicated team of information security professionals who leads our enterprise-wide cyber security strategy, risk management, cyber defense, software security, security monitoring and other related functions.

This team is overseen by our Chief Information Security Officer (“CISO”), who reports to our Chief Technology Officer (“CTO”).

The CISO has extensive background in that role at an enterprise level and has over 20 years of experience in the field of cybersecurity.

Additionally, the processes overseen by our global information security team are integrated with our enterprise risk management program, including routine reporting on cyber risk through the different levels of the enterprise risk management governance structure and alignment on risk management frameworks and processes.

Our information security management program is ISO 27001 certified, and we undergo routine audits by an independent, certified accreditation body to maintain this certification.

Our program is designed to guide our practices which are based on relevant industry frameworks and laws.

This program consists of policies, practices and procedures designed to manage material risks from cybersecurity threats, including training requirements, threat monitoring and detection and threat containment and risk assessments.

Additionally, we leverage third-party firms to conduct routine external and internal penetration testing to emulate the common tactics and techniques of cyber threat actors and have processes to address identified vulnerabilities, although it may take time to mitigate or manage such vulnerabilities.

We also have policies and procedures to oversee and identify the cybersecurity risks associated with our use of third-party service providers for both internal use and external use.

These policies and procedures include onboarding risk assessments prior to engagement and, as appropriate based on identified risk, may include cybersecurity-related contractual terms and periodic risk assessments throughout the life cycle of the third-party relationship.

Lastly, we maintain cybersecurity insurance coverage that we believe is appropriate for the size and complexity of our business to cover certain costs related to cybersecurity incidents.

We refine our cybersecurity program by staying informed on security threats, leveraging third-party cybersecurity firms and investing in enhancements to our preventive and defensive capabilities.

In addition to our policies and procedures to manage and identify cybersecurity risks, we have an incident response plan designed to analyze, contain, remediate and communicate cybersecurity matters to help ensure a timely and robust response to actual or attempted incidents.

As of the date of this report, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.

However, we cannot provide assurance that these threats will not result in such an impact in the future.

For more information regarding risks relating to information technology and cybersecurity, see “Item 1A.

Risk Factors.”

The Audit Committee is primarily responsible for overseeing our enterprise risk management process on behalf of the Board of Directors, including cybersecurity risks.

The CTO and CISO regularly provide reporting on cybersecurity matters to both senior management and the Audit Committee and at least annually to the Board of Directors.

This reporting includes updates on our information security strategy, key cyber risks and threats and our progress towards protecting the Company from such risks and threats, assessments of our cybersecurity program and emerging trends.

Depending on the criticality of a cybersecurity incident, certain matters are required to be reported promptly to the Board of Directors, as appropriate, in accordance with our incident response plan.

As of December 31, [removed: 2022,] [added: 2023,] we owned or leased a total of [removed: 2.4] [added: 2.3] million square feet of space, primarily in the US, UK and Canada.

Leases covering our currently occupied leased properties expire at varying dates, all within the next [removed: 13] [added: 12] years.

Information about our Executive Officers

The following table lists the name, age as of February 24, 2023 and positions of each executive officer of the Company.

| | | | | | | | | |

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

| Name | | | Age | | | Position | | |

| Christine A. Leahy | | | 58 | | | 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 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 | | | 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 | | | 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. | | |

| Frederick J. Kulevich | | | 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. | | |

| Albert J. Miralles | | | 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 2019. | | |

| 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. | | |

As of February [removed: 21, 2023,] [added: 20, 2024,] there were [removed: 7] [added: 4] holders of record of our common stock.

On February [removed: 8, 2023,] [added: 7, 2024,] we announced that our Board of Directors declared a quarterly cash dividend on our common stock of [removed: $0.59] [added: $0.62] per share.

The dividend will be paid on March [removed: 10, 2023] [added: 12, 2024] to all stockholders of record as of the close of business on February [removed: 24, 2023.][added: 26, 2024.]

We expect to continue to pay quarterly cash dividends on our common stock in the future, but such payments remain at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual [removed: restrictions, any potential indebtedness we may incur,] restrictions [added: (including in current or future agreements governing our indebtedness), restrictions] imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant.

For additional information on our cash resources and needs and restrictions on our ability to pay dividends, see [removed: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included elsewhere in this report.][added: “Item 7.]

On February [removed: 10, 2021,] [added: 7, 2024,] we announced that our Board of Directors authorized a [removed: $1.25 billion] [added: $750 million] increase to our share repurchase program [added: (which was incremental to the amount remaining] under [added: the $750 million authorization announced on February 8, 2023) under] which we may repurchase shares of our common stock from time to time in [removed: private] [added: privately negotiated] transactions, open market purchases or other transactions as permitted by securities laws and other legal requirements.

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

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

The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on [removed: $100.00] [added: $100] invested at the closing of the market on December 31, [removed: 2017] [added: 2018] through and including the market close on December 31, [removed: 2022,] [added: 2023,] with the cumulative total return for the same time period of the same amount invested in the [removed: S&P] [added: Standard & Poor’s] 500 [removed: Index, the S&P Information Technology Index and a peer group index.][added: Stock]

Our peer group index for [removed: 2022] [added: 2023] 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 [added: 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] [added: December] 31, [removed: 2017] [added: 2018] | | | | | | [removed: December] [added: December] 31, [removed: 2018] [added: 2019] | | | | | | [removed: December] [added: December] 31, [removed: 2019] [added: 2020] | | | | | | [removed: December] [added: December] 31, [removed: 2020] [added: 2021] | | | | | | [removed: December] [added: December] 31, [removed: 2021] [added: 2022] | | | | | | [removed: December] [added: December] 31, [removed: 2022] [added: 2023] | | |

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Information relating to the Company’s purchases of its common stock during the three months ended December 31, 2023 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 Plan or Program (in millions) | | | | | | Maximum Dollar Value of Shares that May Yet be Purchased Under the Plan or Program(1) (in millions) | | |

| October 1 through October 31, 2023 | | | | | | 0.1 | | | | | | $ | 204.19 | | | | | 0.1 | | | | | | $ | 369.6 | |

| November 1 through November 30, 2023 | | | | | | 0.1 | | | | | | 212.56 | | | | | | 0.1 | | | | | | 352.7 | | |

| December 1 through December 31, 2023 | | | | | | 0.0 | | | | | | 219.02 | | | | | | 0.0 | | | | | | 337.6 | | |

| Total | | | | | | 0.2 | | | | | | | | | | | | 0.2 | | | | | | | | |

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

(“S&P 500”) Index, the S&P 500 Information Technology Index and a peer group index.

| CDW Corp | | | | | | $ | 100 | | | | | $ | 178 | | | | | $ | 167 | | | | | $ | 261 | | | | | $ | 231 | | | | | $ | 297 | |

| S&P 500 | | | | | | 100 | | | | | | 129 | | | | | | 150 | | | | | | 190 | | | | | | 153 | | | | | | 190 | | |

| S&P 500 Information Technology | | | | | | 100 | | | | | | 148 | | | | | | 211 | | | | | | 281 | | | | | | 200 | | | | | | 312 | | |

| CDW Peers | | | | | | 100 | | | | | | 132 | | | | | | 152 | | | | | | 215 | | | | | | 169 | | | | | | 213 | | |

In addition, our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us, in each case, under the terms of our current and any future agreements governing our indebtedness.

For additional information on restrictions on our ability to pay dividends, see Note 9 (Debt) to the accompanying Consolidated Financial Statements.

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 | |

| CDW Peers | | | | | | $ | 100 | | | | | $ | 89 | | | | | $ | 117 | | | | | $ | 136 | | | | | $ | 191 | | | | | $ | 150 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i396befa8763745adb085f0e6d62b21e8_160)] [added: Firm](#i4c083f69c19a4824b58ec821bc8995c7_166)] (PCAOB ID: 42) | | | [removed: [42](#i396befa8763745adb085f0e6d62b21e8_160)] [added: [40](#i4c083f69c19a4824b58ec821bc8995c7_166)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 202](#i396befa8763745adb085f0e6d62b21e8_166)[2](#i396befa8763745adb085f0e6d62b21e8_166) [and 202](#i396befa8763745adb085f0e6d62b21e8_166)[1](#i396befa8763745adb085f0e6d62b21e8_166)] [added: 2023 and 2022](#i4c083f69c19a4824b58ec821bc8995c7_172)] | | | [removed: [45](#i396befa8763745adb085f0e6d62b21e8_166)] [added: [42](#i4c083f69c19a4824b58ec821bc8995c7_172)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i396befa8763745adb085f0e6d62b21e8_169)[2](#i396befa8763745adb085f0e6d62b21e8_169)[, 202](#i396befa8763745adb085f0e6d62b21e8_169)[1](#i396befa8763745adb085f0e6d62b21e8_169) [and](#i396befa8763745adb085f0e6d62b21e8_169) [20](#i396befa8763745adb085f0e6d62b21e8_169)[20](#i396befa8763745adb085f0e6d62b21e8_169)] [added: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_175)] | | | [removed: [46](#i396befa8763745adb085f0e6d62b21e8_169)] [added: [43](#i4c083f69c19a4824b58ec821bc8995c7_175)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i396befa8763745adb085f0e6d62b21e8_172)[2,](#i396befa8763745adb085f0e6d62b21e8_172) [](#i396befa8763745adb085f0e6d62b21e8_172)[2021, and](#i396befa8763745adb085f0e6d62b21e8_172) [](#i396befa8763745adb085f0e6d62b21e8_172)[2020](#i396befa8763745adb085f0e6d62b21e8_172)] [added: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_178)] | | | [removed: [47](#i396befa8763745adb085f0e6d62b21e8_172)] [added: [44](#i4c083f69c19a4824b58ec821bc8995c7_178)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i396befa8763745adb085f0e6d62b21e8_181)] [added: 2021](#i4c083f69c19a4824b58ec821bc8995c7_181)] | | | [removed: [48](#i396befa8763745adb085f0e6d62b21e8_181)] [added: [45](#i4c083f69c19a4824b58ec821bc8995c7_181)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 202](#i396befa8763745adb085f0e6d62b21e8_175)[2](#i396befa8763745adb085f0e6d62b21e8_175)[, 202](#i396befa8763745adb085f0e6d62b21e8_175)[1](#i396befa8763745adb085f0e6d62b21e8_175) [and](#i396befa8763745adb085f0e6d62b21e8_175) [20](#i396befa8763745adb085f0e6d62b21e8_175)[20](#i396befa8763745adb085f0e6d62b21e8_175)] [added: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_184)] | | | [removed: [49](#i396befa8763745adb085f0e6d62b21e8_175)] [added: [46](#i4c083f69c19a4824b58ec821bc8995c7_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i396befa8763745adb085f0e6d62b21e8_184)] [added: Statements](#i4c083f69c19a4824b58ec821bc8995c7_190)] | | | [removed: [50](#i396befa8763745adb085f0e6d62b21e8_184)] [added: [47](#i4c083f69c19a4824b58ec821bc8995c7_190)] | | |

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 24, 2023] [added: 26, 2024,] expressed an unqualified opinion thereon.

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

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

| | | | | | | Revenue recognition [added: – Professional Services] | | |

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

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | [added: | | | 2021 | | |]

| Cash and cash equivalents | | | $ | [removed: 315.2] [added: 588.7] | | | | | $ | [removed: 258.1] [added: 315.2] | |

| Accounts receivable, net of allowance for credit losses of [removed: $25.7] [added: $28.8] and [removed: $20.4,] [added: $25.7,] respectively | | | [removed: 4,461.3] [added: 4,567.5] | | | | | | [removed: 4,499.4] [added: 4,461.3] | | |

| Merchandise inventory | | | [removed: 800.2] [added: 668.1] | | | | | | [removed: 927.6] [added: 800.2] | | |

| Miscellaneous receivables | | | [removed: 489.1] [added: 470.5] | | | | | | [removed: 435.5] [added: 489.1] | | |

| Prepaid expenses and other | | | [removed: 498.2] [added: 410.2] | | | | | | [removed: 357.5] [added: 498.2] | | |

| Total current assets | | | [removed: 6,564.0] [added: 6,705.0] | | | | | | [removed: 6,478.1] [added: 6,564.0] | | |

| Operating lease right-of-use assets | | | [removed: 149.2] [added: 128.8] | | | | | | [removed: 155.6] [added: 149.2] | | |

| Property and equipment, net | | | [removed: 188.8] [added: 195.5] | | | | | | [removed: 195.8] [added: 188.8] | | |

| Goodwill | | | [removed: 4,342.7] [added: 4,413.4] | | | | | | [removed: 4,382.9] [added: 4,342.7] | | |

| Other intangible assets, net | | | [removed: 1,490.7] [added: 1,369.7] | | | | | | [removed: 1,628.1] [added: 1,490.7] | | |

| Other assets | | | [removed: 396.1] [added: 472.2] | | | | | | [removed: 358.9] [added: 396.1] | | |

| Total Assets | | | $ | [removed: 13,131.5] [added: 13,284.6] | | | | | $ | [removed: 13,199.4] [added: 13,131.5] | |

| Accounts payable-trade | | | $ | [removed: 2,821.3] [added: 2,881.0] | | | | | $ | [removed: 3,114.2] [added: 2,821.3] | |

| Accounts payable-inventory financing | | | [removed: 519.0] [added: 430.9] | | | | | | [removed: 448.3] [added: 519.0] | | |

| Current maturities of long-term debt | | | [removed: 56.3] [added: 613.1] | | | | | | [removed: 102.7] [added: 56.3] | | |

| Contract liabilities | | | [removed: 485.5] [added: 487.4] | | | | | | [removed: 402.9] [added: 485.5] | | |

| Compensation | | | [removed: 377.8] [added: 303.0] | | | | | | [removed: 361.7] [added: 377.8] | | |

| Advertising | | | [removed: 130.5] [added: 119.9] | | | | | | [removed: 145.5] [added: 130.5] | | |

| Sales and income taxes | | | [removed: 73.5] [added: 52.4] | | | | | | [removed: 65.9] [added: 73.5] | | |

| Other | | | [removed: 483.2] [added: 554.3] | | | | | | [removed: 454.8] [added: 483.2] | | |

| Total current liabilities | | | [removed: 4,947.1] [added: 5,442.0] | | | | | | [removed: 5,096.0] [added: 4,947.1] | | |

| Debt | | | [removed: 5,866.4] [added: 5,031.8] | | | | | | [removed: 6,755.8] [added: 5,866.4] | | |

| Deferred income taxes | | | [removed: 203.4] [added: 171.4] | | | | | | [removed: 222.3] [added: 203.4] | | |

| Operating lease liabilities | | | [removed: 175.2] [added: 164.0] | | | | | | [removed: 184.2] [added: 175.2] | | |

| Other liabilities | | | [removed: 336.1] [added: 432.9] | | | | | | [removed: 235.4] [added: 336.1] | | |

| Description of the Matter | | | | | | As described in Note 1 to the consolidated financial statements, the Company provides professional services, which include project managers and consultants recommending, designing and implementing IT solutions. Revenue from professional services is recognized either on a time and materials basis or proportionally as costs are incurred for fixed fee project work. Revenue is recognized on a gross basis each month as work is performed and the Company transfers those services. For professional services where revenue is recognized proportionally as costs are incurred, judgment is required in determining the total expected costs for each project at inception and as the services are performed. Auditing the Company’s service revenue contracts with customers where revenue is recognized proportionally based on costs incurred for fixed fee project work was complex given the judgment required in determining estimated total costs for projects and level of completion at a point in time. | | |

| How We Addressed the Matter in Our Audit | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of the total expected costs for each project at inception and as the services are performed. For example, we evaluated the design and tested the operating effectiveness of controls over management’s review of the assumptions and data utilized to estimate costs to complete and the accumulation of actual costs incurred. To test the estimated costs to complete for projects, our audit procedures included, among others, obtaining an understanding of the contract with the customer and assessing management’s initial estimated costs to complete. For example, for a sample of contracts, we performed inquiries of project managers, tested costs incurred by comparing amounts recorded to source documents, and performed a retrospective review of management’s initial cost estimate. | | |

| February 26, 2024 | | |

| | | | 2023 | | | | | | 2022 | | |

| Net income | | | $ | 1,104.3 | | | | | $ | 1,114.5 | | | | | $ | 988.6 | |

| Other | | | (5.0) | | | | | | — | | | | | | — | | |

| Unrealized loss from hedge accounting | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | (0.1) | | |

| Dividend payments ($2.390 per share) | | | | | | — | | | | | | — | | | | | | 2.0 | | | | | | (323.5) | | | | | | — | | | | | | (321.5) | | |

| Foreign currency translation and other | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.6) | | | | | | 29.7 | | | | | | 27.1 | | |

| Balance as of December 31, 2023 | | | | | | 134.1 | | | | | | $ | 1.3 | | | | | $ | 3,691.3 | | | | | $ | (1,525.5) | | | | | $ | (124.6) | | | | | $ | 2,042.5 | |

Funds received from vendors related to the reimbursement of specific, incremental and identifiable costs incurred by the Company are recorded as reduction of such costs, which may be within Selling and administrative expenses.

For revenue generating assets, the

market conditions, among others.

Intangible assets include customer relationships, trade name and internally developed software.

For internally developed software, the Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software which are incurred during the application development stage.

These costs relate to activities such as configuration, coding, testing and installation.

Costs related to post-implementation activities such as training and maintenance are expensed as incurred.

Cloud Computing Arrangements

The Company enters into certain cloud-based software hosting arrangements for internal use that are accounted for as service contracts.

Costs incurred in implementing a cloud computing arrangement are deferred during the application development stage and presented within Prepaid expenses and other on the Consolidated Balance Sheets.

Once a cloud computing arrangement is ready for its intended use, the implementation costs are amortized on a straight-line basis over the fixed term of the hosting arrangement plus any reasonably certain renewal periods.

The Company may sell hardware, software and services on standalone basis or as a bundled solution arrangement.

For additional information on the disaggregation of Net sales by major category, see Note 17 (Segment Information).

For performance obligations whereby the Company is acting as a principal, revenue is recognized when, or as, the customer obtains control of the specified product or service.

For additional information regarding the accounting for extended warranties, see “Revenue Recognition for Services” below.

Revenues from the sale of software include perpetual licenses, term licenses, software assurance and cloud computing solutions.

Depending on the nature of the software, the Company may be acting as a principal or an agent.

Generally, these licenses are sold with accompanying third-party delivered software

This is common for security software where updates are critical to the core functionality of the software.

Revenues from the sale of services include professional services, hosted and managed services and vendor partner delivered services.

Depending on the nature of the service, the Company may be acting as a principal or an agent.

The Company is primarily responsible for the fulfillment and acceptability of the professional services and has control on how to provide the requested services.

Similar to professional services revenue, the Company is the principal in providing these services.

Generally, hosted and managed services represent stand ready obligations and, therefore, the Company recognizes the revenue on a gross basis, ratably over the contractual term.

The Company may resell vendor partner delivered services.

A common example is extended warranties, which are considered to be separate performance obligations from the underlying product.

The Company often sells hardware, software and/or services as part of a bundled solution arrangement containing multiple performance obligations.

For additional information on performance obligations longer than 12 months, see Note 4 (Accounts Receivable and Contract Balances).

The Company generally classifies vendor

Interest expense, net includes interest expense and interest income.

| | | | | | | | | |

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

| 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 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 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. | | |

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

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

| Description of the Matter | | | | | | As described in Note 1 and Note 3 to the consolidated financial statements, the Company acquired Granite Parent, Inc. (also referred to as “Sirius”) for net consideration of $2,455 million during the year ended December 31, 2021. The transaction was accounted for as a business combination and the Company allocated $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 determination of the fair value of identified intangible assets of $1,164 million, which principally consisted of customer relationships of $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 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, 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. | | |

| February 24, 2023 | | |

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

| Balance as of December 31, 2019 | | | | | | 143.0 | | | | | | $ | 1.4 | | | | | $ | 3,095.3 | | | | | $ | (2,018.6) | | | | | $ | (117.8) | | | | | $ | 960.3 | |

| Dividend payments ($1.540 per share) | | | | | | — | | | | | | — | | | | | | 1.1 | | | | | | (220.7) | | | | | | — | | | | | | (219.6) | | |

| Reclassification of cash flow hedge to net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6.0 | | | | | | 6.0 | | |

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

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

circumstances indicate that the carrying amount may not be recoverable.

The Company recognizes revenue in transactions for which it is acting as a principal once control has passed to the customer.

The following indicators are evaluated in determining when control has passed to the customer: (i) the Company has a right to payment for the product or service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the customer has accepted the product.

The Company’s products can be delivered to customers in a variety of ways, including (i) as physical product shipped from the Company’s warehouse, (ii) via drop-shipment by the vendor or supplier or (iii) via electronic delivery of keys for software licenses.

The Company’s shipping terms typically allow for the Company to recognize revenue when the product reaches the customer’s location.

This involves considering if the software provides its original intended functionality to the customer without the updates, if the customer would ascribe a higher value to the upgrades versus the up-front deliverable, if the customer would expect frequent intelligence updates to the software (such as updates that maintain the original functionality), and if the customer chooses to not delay or always install upgrades.

functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation.

The value of the product is primarily the accompanying support delivered by a third party and therefore the Company is acting as an agent in these transactions and recognizes them on a net basis once its agency performance obligation is complete.

The Company sells cloud computing solutions which include Software as a Service (“SaaS”).

In other EA transactions, the Company is responsible for fulfilling the promised services to the customer and providing remedy or refund for work if the customer is not satisfied with the delivered services, has inventory risk in the arrangement and has full control to set the price for the customer.

Revenue is recognized on a gross basis each month as work is performed and the Company transfers those services.

Most hosting and managed service obligations are based on the quantity and pricing parameters established in the agreement.

As the customer receives the benefit of the service each month, the Company recognizes the respective revenue on a gross basis as the Company is acting as a principal in the transaction.

Additionally, the Company’s managed services team provides project support to customers that are billed on a fixed fee basis.

The Company is acting as the principal in the transaction and recognizes revenue on a gross basis based on the total number of hours incurred for the period over the total expected hours for the project.

Total expected hours to complete the project is updated for each period and best represents the transfer of control of the service to the customer.

The Company also sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services.

The Company generally does not enter into long-term contracts.

period.

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

| Balance as of December 31, 2020 | | | | | | $ | 29.6 | |

| Other | | | | | | 1.2 | | |

| Balance as of December 31, 2021 | | | | | | 20.4 | | |

| Increase to provision for credit losses | | | | | | 8.3 | | |

| Write-offs charged against the allowance for credit losses | | | | | | (6.0) | | |

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

Based on such evaluation, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, [removed: summarizing,] [added: summarizing] and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Also, projections of any evaluation of effectiveness [removed: to] [added: in] future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on its assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that have materially [removed: affected] [added: affected,] or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited CDW Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 24, 2023] [added: 26, 2024] expressed an unqualified opinion thereon.

| February 26, 2024 | | |

| February 24, 2023 | | |

On August 7, 2023, Christine Leahy, Chair, President, and Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

This plan provides for the exercise of stock options and sale of up to an aggregate of 51,437 underlying shares of common stock of the Company during the period from November 15, 2023 through April 30, 2024.

None.

We have adopted The CDW Way Code, our code of business conduct and ethics, that is applicable to all of our [removed: coworkers] [added: coworkers, including officers,] and directors.

Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2023] [added: 2024] annual meeting of stockholders on May [removed: 18, 2023 (“2023] [added: 21, 2024 (“2024] Proxy Statement”), which we will file with the SEC on or before April 30, [removed: 2023.][added: 2024.]

Within The CDW Way Code is a Financial Integrity Code of Ethics that sets forth an even higher standard applicable to our executives, officers, members of our internal disclosure committee and all managers and above in our finance department.

Information required under this Item 11 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

Information required under this Item 12 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

Information required under this Item 13 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the [removed: 2023] [added: 2024] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i396befa8763745adb085f0e6d62b21e8_160)] [added: Firm](#i4c083f69c19a4824b58ec821bc8995c7_166)] | | | [removed: [42](#i396befa8763745adb085f0e6d62b21e8_160)] [added: [40](#i4c083f69c19a4824b58ec821bc8995c7_166)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i396befa8763745adb085f0e6d62b21e8_166)] [added: 2022](#i4c083f69c19a4824b58ec821bc8995c7_172)] | | | [removed: [45](#i396befa8763745adb085f0e6d62b21e8_166)] [added: [42](#i4c083f69c19a4824b58ec821bc8995c7_172)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i396befa8763745adb085f0e6d62b21e8_169)] [added: 2021](#i4c083f69c19a4824b58ec821bc8995c7_175)] | | | [removed: [46](#i396befa8763745adb085f0e6d62b21e8_169)] [added: [43](#i4c083f69c19a4824b58ec821bc8995c7_175)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i396befa8763745adb085f0e6d62b21e8_172)] [added: 2021](#i4c083f69c19a4824b58ec821bc8995c7_178)] | | | [removed: [47](#i396befa8763745adb085f0e6d62b21e8_172)] [added: [44](#i4c083f69c19a4824b58ec821bc8995c7_178)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i396befa8763745adb085f0e6d62b21e8_181)] [added: 2021](#i4c083f69c19a4824b58ec821bc8995c7_181)] | | | [removed: [48](#i396befa8763745adb085f0e6d62b21e8_181)] [added: [45](#i4c083f69c19a4824b58ec821bc8995c7_181)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i396befa8763745adb085f0e6d62b21e8_175)] [added: 2021](#i4c083f69c19a4824b58ec821bc8995c7_184)] | | | [removed: [49](#i396befa8763745adb085f0e6d62b21e8_175)] [added: [46](#i4c083f69c19a4824b58ec821bc8995c7_184)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i396befa8763745adb085f0e6d62b21e8_184)] [added: Statements](#i4c083f69c19a4824b58ec821bc8995c7_190)] | | | [removed: [50](#i396befa8763745adb085f0e6d62b21e8_184)] [added: [47](#i4c083f69c19a4824b58ec821bc8995c7_190)] | | |

| 3.1 | | | | | | [removed: [Sixth Restated] [added: [S](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[eventh Amended and](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) [Restated] Certificate of Incorporation of CDW Corporation, previously filed as Exhibit [removed: 3.2 with] [added: 3.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[1](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) [with] CDW Corporation’s Form 8-K filed on May [removed: 21, 2021 and] [added: 2](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[3](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) [and] incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex32.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)] | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of CDW Corporation, previously filed as Exhibit [removed: 3.1 with] [added: 3.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm) [with] CDW Corporation’s Form 8-K filed [removed: on 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)] [added: on](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm) [May 22](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)[3](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)] [and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312522308331/d426963dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)] | | |

| 3.16 | | | | | | [removed: [Operating] [added: [Amended and Restated Operating] Agreement of Amplified IT LLC, previously filed as Exhibit [removed: 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] [added: 3.1 with] CDW Corporation’s [removed: Post-Effective Amendment No. 1 to] Form [removed: S-3] [added: 10-Q] filed on November [removed: 23, 2021] [added: 1, 2023] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521337595/d179412dex316.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000169/a2023-09x25amplifieditllcx.htm)] | | |

| 4.6 | | | | | | [Fourth Supplemental Indenture, dated as of September 26, 2019, by and among [removed: the] CDW LLC, CDW Finance 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 September 26, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm) | | |

| [removed: 10.3] [added: 10.4] | | | | | | [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 thereto, previously filed as Exhibit 10.2 with CDW Corporation’s Form 8-K filed on December 2, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521346094/d260620dex102.htm) | | |

| [removed: 10.4§*] [added: 10.6§] | | | | | | [Form of Compensation Protection [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[, previousl](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[y filed as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[4 with CDW](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm) [Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[’](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[s Form 10-K filed on February 24, 2023 and inc](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[orporated herein](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm) [by reference](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)[.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex104.htm)] | | |

| [removed: 10.5§] [added: 10.7§] | | | | | | [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: 10.6§] [added: 10.8§] | | | | | | [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) | | |

| [removed: 10.7§] [added: 10.9§] | | | | | | [CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, 2020, previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q filed on August 5, 2020 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205720000124/cdw-2020630x10qxex101.htm) | | |

| [removed: 10.8§] [added: 10.10§] | | | | | | [CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on May 19, 2016 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312516596107/d128306dex101.htm) | | |

| [removed: 10.9§] [added: 10.11§] | | | | | | [CDW Corporation 2021 Long-Term Incentive Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on May 19, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521169253/d118658dex101.htm) | | |

| [removed: 10.10§] [added: 10.12§] | | | | | | [CDW Corporation Coworker Stock Purchase Plan (As Amended and Restated, Effective May 20, 2021), previously filed as Exhibit 10.2 with CDW Corporation’s Form 10-Q filed on August 4, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex102.htm) | | |

| [removed: 10.11§] [added: 10.13§] | | | | | | [Form of Stock Option Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.22 with CDW Corporation’s Form 10-K filed on March 1, 2017 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1022.htm) | | |

| [removed: 10.12§] [added: 10.14§] | | | | | | [Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 2023, previously filed as Exhibit 10.14 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-20211231x10kxex1014.htm) | | |

| [removed: 10.13§*] [added: 10.15§] | | | | | | [Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[,](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm) [](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[previously filed as Exhibit 10.13 with C](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[DW Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[’](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[s Form 10-K filed on February 24, 2023 and inc](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[orporated herein by reference](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)[.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1013.htm)] | | |

| [removed: 10.14§] [added: 10.16§] | | | | | | [Form of Performance Share 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 5, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205717000007/cdw-2016x1231x10kxex1023.htm) | | |

| [removed: 10.15§] [added: 10.17§] | | | | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, [removed: 2023,previously] [added: 2023,](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm) [](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1017.htm)[previously] filed as Exhibit 10.17 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-20211231x10kxex1017.htm) | | |

| [removed: 10.16§*] [added: 10.18§] | | | | | | [Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)[, previously filed as Exhibit 10.16 with CDW Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)[’](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)[s Form 10-K filed on February 24, 202](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)[3 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)[.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2022x1231x10kxex1016.htm)] | | |

| [removed: 10.17§] [added: 10.19§] | | | | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan for awards granted prior to February 15, 2023, previously filed as Exhibit 10.20 with CDW 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-20191231x10kxex1020.htm) | | |

| [removed: 10.18§] [added: 10.20§] | | | | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 2023, previously filed as Exhibit 10.19 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-20211231x10kxex1019.htm) | | |

| [removed: 10.19§*] [added: 10.21§] | | | | | | [Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)[, previously filed as Exhibit 10.19 with CDW Corporation](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)[’](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)[s Form 10-K filed on February 24, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)[.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1019.htm)] | | |

| [removed: 10.20§*] [added: 10.22§] | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1020.htm)] [added: Plan, previously filed as Exhibit 10.20 with CDW Corporation’s Form 10-K filed on February 24, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20221231x10kxex1020.htm)] | | |

| [removed: 10.21§] [added: 10.24§] | | | | | | [CDW LLC Nonqualified Deferred Compensation Plan, previously filed as Exhibit 10.3 with CDW Corporation’s Form 10-Q filed on August 4, 2021 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205721000109/cdw-2021630x10qxex103.htm) | | |

| [removed: 10.22§] [added: 10.26§] | | | | | | [CDW Director Deferred Compensation Plan, previously filed as Exhibit 10.23 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-20211231x10kxex1023.htm) | | |

| 21.1* | | | | | | [List of [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex2111.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex211.htm)] | | |

| 22.1* | | | | | | [List of Issuer and Guarantor [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex2211.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex221.htm)] | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-2021x1231x10kxex2311.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-2023x1231x10kxex231.htm)] | | |

| 31.1* | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex3111.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex311.htm)] | | |

| 31.2* | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex3121.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex312.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex3211.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex321.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000052/cdw-20211231x10kxex3221.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-20231231x10kxex322.htm)] | | |

| 3.17 | | | | | | [Certificate of Conversion of SCS Holdings I LLC, previously filed as Exhibit 3.17 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex317.htm) | | |

| 3.18 | | | | | | [Limited Liability Company Agreement of SCS Holdings I LLC, previously filed as Exhibit 3.18 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex318.htm) | | |

| 3.19 | | | | | | [Certificate of Conversion of Sirius Computer Solutions, LLC, previously filed as Exhibit 3.19 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex319.htm) | | |

| 3.20 | | | | | | [Limited Liability Company Agreement of Sirius Computer Solutions, LLC, previously filed as Exhibit 3.20 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex320.htm) | | |

| 3.21 | | | | | | [Articles of Conversion of Sirius Federal, LLC, previously filed as Exhibit 3.21 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex321.htm) | | |

| 3.22 | | | | | | [Articles of Amendment of Sirius Federal, LLC, previously filed as Exhibit 3.22 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex322.htm) | | |

| 3.23 | | | | | | [Amended and Restated Limited Liability Company Agreement of Sirius Federal, LLC, previously filed as Exhibit 3.23 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex323.htm) | | |

| 3.24 | | | | | | [Certificate of Formation of Sirius Computer Solutions Financial Services, LLC, previously filed as Exhibit 3.24 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex324.htm) | | |

| 3.25 | | | | | | [Second Amended and Restated Limited Liability Company Agreement of Sirius Computer Solutions Financial Services, LLC, previously filed as Exhibit 3.25 with CDW Corporation’s Form S-3 filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523201771/d510627dex325.htm) | | |

| 10.3 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of June 7, 2023, by and among CDW LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, previously filed as Exhibit 10.1 to CDW Corporation’s Form 10-Q filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000132/exhibit101-q2202310q.htm) | | |

| 10.5 | | | | | | [Amendment No. 1 to Revolving Credit Agreement, dated as of June 7, 2023, by and among CDW LLC, CDW Finance Holdings Limited, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, previously filed as Exhibit 10.2 to CDW Corporation’s Form 10-Q filed on August 2, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000132/exhibit102-q2202310q.htm) | | |

| 10.23§ | | | | | | [Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan, previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q filed on May 3, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000091/ex1012023leadindependentdi.htm) | | |

| 10.25§ | | | | | | [First Amendment to the CDW LLC Nonqualified Deferred Compensation Plan, previously filed as Exhibit 10.2 with CDW Corporation’s Form 10-Q filed on May 3, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205723000091/firstamendmenttothecdwllcn.htm) | | |

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| 97.1§* | | | | | | [CDW Corporation Restatement Disgorgement Policy](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000015/cdw-2023x1231x10kxex971.htm) | | |

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| Date: | | | February [removed: 24, 2023] [added: 26, 2024] | | | | | | By: | | | /s/ Christine A. Leahy | | |

| /s/ Christine A. Leahy | | | | | | Chair, President and Chief Executive Officer (principal executive officer) and Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Albert J. Miralles | | | | | | Senior Vice President and Chief Financial Officer (principal financial officer) | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Peter R. Locy | | | | | | Vice President, Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Virginia C. Addicott | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ James A. Bell | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Lynda M. Clarizio | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Anthony R. Foxx | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Marc E. Jones | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Sanjay Mehrotra | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ David W. Nelms | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Joseph R. Swedish | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Donna F. Zarcone | | | | | | Director | | | | | | February [removed: 24, 2023] [added: 26, 2024] | | |

| /s/ Kelly J. Grier | | | | | | Director | | | | | | February 26, 2024 | | |

| Kelly J. Grier | | | | | | | | | | | | | | |

| /s/ Paul J. Finnegan | | | | | | Director | | | | | | February 24, 2023 | | |

| Paul J. Finnegan | | | | | | | | | | | | | | |