CDW (CDW) 10-K risk factor changes: FY2024 vs FY2023

Our business depends on our vendor partner [added: and wholesale distributor] relationships and the terms of the agreements governing those relationships.

However, [removed: we do not have any long-term] [added: our] contracts with our vendor partners [added: are primarily short-term] and many of these arrangements are terminable upon notice by either party.

A significant portion of our sales are derived from products manufactured by Apple, Cisco, Dell [removed: EMC,] [added: Technologies,] HP Inc., Lenovo and Microsoft.

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

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software and services, such as cloud-based and other “as a service” [removed: solutions.][added: solutions, hyper-converged infrastructure, embedded software solutions and solutions that incorporate artificial intelligence.]

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

We also are dependent upon our vendor partners for the development and marketing of hardware, software and services to compete effectively with hardware, software and services of vendors whose products and services we do not currently offer or [removed: that we are not authorized to offer in one or more customer channels.]

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 [added: 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 [removed: social and] [added: social,] ethical [added: and safety] issues, in hardware, software and services offerings may result in reputational [removed: harm and] [added: harm,] liability [removed: and] [added: or] increased costs.

[removed: Social and] [added: Social,] ethical [added: and safety] issues relating to the use of new and evolving technologies such as artificial [removed: intelligence (“AI”)] [added: intelligence-based technologies, including generative AI] in our hardware, software and service offerings, as well as in our internal platforms, may result in reputational harm and liability.

[removed: The] [added: Certain of 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 [removed: or] [added: and/or] legal liability.

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

Failure to address AI [removed: 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.

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

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

Moreover, traditional OEMs have increased their services capabilities through mergers and [removed: acquisitions with service providers,] [added: acquisitions,] which could potentially increase competition in the market to provide comprehensive technology solutions to customers.

Our success is dependent on the accuracy, proper utilization and continuing operation, maintenance and development of our information technology systems, including our business systems, such as our sales, customer management, financial and accounting, marketing, purchasing, warehouse management, e-commerce and mobile systems, as well as our operational platforms, including voice and data networks and power [removed: systems.][added: systems, which may include third-party hosted systems or systems that may utilize cloud technologies outside of our control.]

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

- purchase, sell, ship and invoice our hardware and software products and provide and invoice our services efficiently and on a timely basis; [removed: and]

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

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

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 [removed: defective] [added: defective, contain a security vulnerability] or improperly [removed: installed,] [added: installed or managed,] and could add costs, complications and disruptions to our ongoing operations.

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 from targets with differing [removed: or inadequate] cybersecurity and data protection controls and as the portfolio of the service providers we exchange confidential information, software and/or hardware with expands, we have been subject to breaches in security and are increasingly likely to be exposed to 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 [removed: some] third parties upon which we rely, regularly experience malicious attacks and other attempts to gain 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 conflicts.

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

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 our approach to workforce [removed: management, inclusive of outsourcing,] [added: management] is ineffective, our business could be disrupted and our financial performance could suffer.

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

Additionally, we rely on [removed: outsource partners] [added: offshore operations] to execute and deliver on certain functions within the organization.

In addition, as we seek to expand our offerings of value-added services and solutions, our success will even more heavily depend on attracting and retaining [removed: highly skilled technology] [added: highly-skilled] specialists and engineers, for whom the market is extremely competitive.

[removed: In addition, a] [added: 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.

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

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

However, this may not be sufficient to avoid interruptions in our service and may not enable us to meet all of the needs of our customers and [removed: would] [added: could] cause us to incur incremental operating costs.

[removed: This risk is] [added: These risks are] heightened during periods of global or industry-specific economic downturn or uncertainty, during periods of rising interest rates or, in the case of public sector customers, during periods of budget [removed: constraints.][added: constraints or budget cuts.]

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

[removed: Our Gross profit 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.

Political events, trade and other international disputes, [added: geopolitical tensions,] 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, [removed: contract manufacturers,] [added: outsource partners,] logistics providers, distributors, cellular network carriers and other channel partners.

Weak or unstable economic conditions generally, inflation and actions taken by central banks to counter [removed: inflation,] [added: inflation (such as those that prevailed in recent years),] sustained uncertainty about global political [removed: conditions (such as that caused by UK’s exit from the European Union in 2020, referred to as “Brexit”),] [added: conditions,] periods of intense diplomatic or armed 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 [removed: benefits),] [added: benefits,] or [added: any other changes to tax laws), or] a tightening of credit markets, including as a result of rising interest 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.

Decreases [added: or delays] in spending on technology products and services by our [removed: public and private sector] customers due to, among other things, customer spending decisions and government spending [added: and funding] policies may have an adverse impact on our business.

that we are not authorized to offer in one or more customer channels.

Additionally, the development, adoption and use of AI by us or our vendor partners could result in unintended consequences, including exposing us to additional risks related to cybersecurity, privacy and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure or theft of proprietary or sensitive information (which could result in such information being made available to our competitors and other members of the public), impacts to the stability of our operations, the generation of factually incorrect or biased outputs, reliance on outdated or unverified data, potential intellectual property infringements, the inability to protect generated content while facing unfavorable licensing terms and the inability to attract and retain key personnel.

Further, the responsible development and deployment of AI requires ongoing investment in research, development and governance, which could adversely affect our results of operation or cash flows.

- maintain an effective internal control environment around our financial close process and regulatory reporting requirements;

- execute the financial close processes and deliver our required financial reporting with the SEC; and

Further, as AI continues to evolve, malicious actors could use AI to enhance the sophistication and coordination of their attacks, which could pose significant challenges to our security defenses.

Additionally, as technology vendors consolidate and aggregate applications into unified platforms, the risk and magnitude of business disruption from security breaches increases due to vendor/system concentration.

We have outsourced certain business processes to third-party outsource partners and any service failures or disruptions related to these outsourcing arrangements could adversely affect our business.

We rely on our outsource partners, including offshore partners, to execute and deliver on certain business processes within the organization.

While we make significant effort to conduct appropriate diligence before entering into arrangements with an outsourcing partner, failure by these outsource partners to meet their contractual, regulatory and other obligations to us, including cybersecurity protections, or our failure to adequately monitor their performance, could negatively impact our operations, expected cost savings or efficiencies, and could result in work stoppages, strikes or performance issues with such outsource partners.

As a result of these outsourcing arrangements, we may experience interruptions or delays in our processes, loss or theft of proprietary or sensitive data or other cybersecurity issues, compliance issues, challenges in maintaining and reporting financial and operational information, and increased costs to remediate any unanticipated issues that arise, any of which could materially and adversely affect our business, financial condition and results of operations.

Further, evolving product delivery models, such as multi-year subscriptions, may result in prolonged risk as customer terms extend in duration.

Our Gross profit fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic conditions including inflation; pricing pressures;

Federal government spending policies and budget priorities often shift during a change in federal administration, which has and can create increased levels of uncertainty with respect to these policies and priorities.

other reasons.

The DOJ requested information relating to bids the Company submitted for contracts funded in whole or in part by the Schools and Libraries Program (E-Rate Program).

indebtedness.

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

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.

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 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.

and revenue levels.

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.

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

Our disclosure on

Interest rates increased significantly during 2023 and may continue to do so.

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

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

We are a leading sales channel partner for many original equipment [removed: manufacturers (“OEMs”),] [added: manufacturers,] software [removed: publishers and] [added: publishers,] cloud providers (collectively, our “vendor [removed: partners”),] [added: partners”) and wholesale distributors,] whose products we sell or include in the solutions we offer.

For a discussion of results for the year ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 24, 2023.][added: 26, 2024.]

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

- Customers [removed: continue] [added: are evaluating the complex technology landscape in order] to balance priorities [removed: to] [added: and] focus on solutions that lead to business optimization, cost management and security risk [removed: management and] [added: management, resulting] in [removed: many cases are reassessing the timing of IT refresh cycles and pausing or deferring] [added: a more measured approach to] their IT [removed: spend.][added: spending.]

We have orchestrated solutions by leveraging [removed: netcomm products,] security, software and hybrid and cloud offerings to help customers achieve their objectives.

- Changes [removed: in] [added: and uncertainty related to] spending policies, budget [removed: priorities] [added: priorities, timing] and funding levels, including [removed: current and future] stimulus packages, are key factors influencing the purchasing levels of [removed: Government, Healthcare] [added: government, healthcare] and [removed: Education] [added: education] customers.

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

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

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

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

We believe [removed: 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] [added: our non-GAAP performance measures] provide analysts, investors and management with [removed: helpful] [added: 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 [removed: Free cash flow and Adjusted free cash flow] [added: non-GAAP financial condition measures] as we believe [removed: these measures] [added: they] provide [added: analysts, investors and management with] more information regarding our liquidity and capital resources.

For the [removed: definitions] [added: definitions, discussion] of [added: management’s use of] Non-GAAP measures and reconciliations to the most directly comparable US GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

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

| (dollars in millions, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 21,376.0] [added: 20,998.7] | | | | | $ | [removed: 23,748.7] [added: 21,376.0] | |

| Gross profit | | | [removed: 4,652.4] [added: $] | [added: 4,602.4] | | | | | [removed: 4,686.6] [added: $] | [added: 4,652.4] | |

| Operating income | | | [removed: 1,680.9] [added: $] | [added: 1,651.3] | | | | | [removed: 1,735.2] [added: $] | [added: 1,680.9] | |

| Net income | | | [removed: 1,104.3] [added: $] | [added: 1,077.8] | | | | | [removed: 1,114.5] [added: $] | [added: 1,104.3] | |

| Non-GAAP operating income | | | [removed: 2,039.1] [added: $] | [added: 1,947.0] | | | | | [removed: 2,050.5] [added: $] | [added: 2,039.1] | |

| Non-GAAP net income | | | [removed: 1,346.2] [added: $] | [added: 1,287.2] | | | | | [removed: 1,341.5] [added: $] | [added: 1,346.2] | |

| Net income per diluted share | | | [removed: 8.10] [added: $] | [added: 7.97] | | | | | [removed: 8.13] [added: $] | [added: 8.10] | |

| Non-GAAP net income per diluted share | | | [removed: 9.88] [added: $] | [added: 9.52] | | | | | [removed: 9.79] [added: $] | [added: 9.88] | |

| Average daily sales(1) | | | [removed: 84.2] [added: $] | [added: 82.7] | | | | | [removed: 93.5] [added: $] | [added: 84.2] | |

| Net debt(2) | | | [removed: 5,056.2] [added: $] | [added: 5,125.1] | | | | | [removed: 5,607.5] [added: $] | [added: 5,056.2] | |

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

| [removed: Cash] [added: Net cash] provided by operating activities | | | [removed: 1,598.7] [added: $] | [added: 1,277.3] | | | | | [removed: 1,335.9] [added: $] | [added: 1,598.7] | |

| Adjusted free cash flow(4) | | | [removed: 1,426.8] [added: $] | [added: 1,079.0] | | | | | [removed: 1,292.7] [added: $] | [added: 1,426.8] | |

[removed: (1)There] [added: There] were 254 selling days for both the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[removed: Average Daily Sales is defined] [added: (1)Defined] as Net sales divided by the number of selling days.

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

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

(4)Defined as [removed: Cash flows] [added: Net cash] provided by operating activities less capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.

[removed: Results of operations,] [added: Net sales by segment,] in dollars and as a percentage of [added: total] Net [added: sales, and the year-over-year dollar and percentage change in Net] sales [added: by segment] are as follows:

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

| [removed: | | |] [added: (dollars in millions)] | | | [removed: Dollars in Millions] [added: 2024] | | | | | | Percentage of Net Sales | | | | | | [removed: Dollars in Millions] [added: 2023] | | | | | | Percentage of Net Sales | | | [added: | | | Percent Change | | |]

| [added: Total] Net sales | | | | | | $ | [removed: 21,376.0] [added: 20,998.7] | | | | | 100.0 | | % | | | | $ | [removed: 23,748.7] [added: 21,376.0] | | | | | 100.0 | | % | [added: | | | $ | (377.3) | | | | | (1.8) | | % |]

These trends are driving customer adoption of cloud, artificial intelligence, software defined architectures and hybrid on-premise and off-premise combinations.

Financial measures include both US GAAP, the accounting principles generally accepted in the United States of America, and Non-GAAP, which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP.

| *Gross profit margin* | | | 21.9 | | % | | | | 21.8 | | % |

| *Non-GAAP operating income margin* | | | 9.3 | | % | | | | 9.5 | | % |

inventory financing, based on a rolling three-month average.

Results of operations, including Gross profit margin and Operating income margin, expressed as Gross profit and Operating income as a percentage of Net sales, respectively, for the years ended December 31, 2024 and 2023 are below.

| Net sales | | | | | | $ | 20,998.7 | | | | | $ | 21,376.0 | | | | | (1.8) | | % |

| Cost of sales | | | | | | 16,396.3 | | | | | | 16,723.6 | | | | | | (2.0) | | |

| Gross profit | | | | | | 4,602.4 | | | | | | 4,652.4 | | | | | | (1.1) | | |

| *Gross profit margin* | | | | | | *21.9%* | | | | | | *21.8%* | | | | | | | | |

| Operating income | | | | | | 1,651.3 | | | | | | 1,680.9 | | | | | | (1.8) | | |

| *Operating income margin* | | | | | | *7.9%* | | | | | | *7.9%* | | | | | | | | |

The year ended December 31, 2024 compared with the year ended December 31, 2023

The decrease was primarily due to a decrease in netcomm, partially offset by an increase in notebooks/mobile devices.

Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $50 million, or 1.1%, primarily due to lower Net sales across all operating segments.

Selling and administrative expenses decreased $20 million, or 0.7%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures, and lower workforce optimization costs, partially offset by a higher provision for expected credit losses and transformation and other related costs in the current year.

Interest expense, net decreased $12 million, or 5.3%, primarily due to increased interest income earned on higher average cash balances.

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| Corporate | | | | | | $ | 8,837.2 | | | | | 42.1 | | % | | | | $ | 8,960.8 | | | | | 41.9 | | % | | | | $ | (123.6) | | | | | (1.4) | | % |

| Small Business | | | | | | 1,523.5 | | | | | | 7.3 | | | | | | 1,556.0 | | | | | | 7.3 | | | | | | (32.5) | | | | | | (2.1) | | |

| Government | | | | | | 2,486.9 | | | | | | 11.8 | | | | | | 2,669.1 | | | | | | 12.5 | | | | | | (182.2) | | | | | | (6.8) | | |

| Education | | | | | | 3,167.3 | | | | | | 15.1 | | | | | | 3,298.3 | | | | | | 15.4 | | | | | | (131.0) | | | | | | (4.0) | | |

| Healthcare | | | | | | 2,503.5 | | | | | | 11.9 | | | | | | 2,338.3 | | | | | | 10.9 | | | | | | 165.2 | | | | | | 7.1 | | |

| Total Public | | | | | | 8,157.7 | | | | | | 38.8 | | | | | | 8,305.7 | | | | | | 38.8 | | | | | | (148.0) | | | | | | (1.8) | | |

| Other | | | | | | 2,480.3 | | | | | | 11.8 | | | | | | 2,553.5 | | | | | | 12.0 | | | | | | (73.2) | | | | | | (2.9) | | |

(1)There were 254 selling days for both the years ended December 31, 2024 and 2023.

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

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

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| (dollars in millions) | | | | | | Gross Profit | | | | | | Gross Profit Margin | | | | | | Gross Profit | | | | | | Gross Profit Margin | | | | | | Gross Profit Dollar Change | | | | | | Percent Change in Gross Profit | | |

| Corporate | | | | | | $ | 2,099.5 | | | | | 23.8 | | % | | | | $ | 2,127.8 | | | | | 23.7 | | % | | | | $ | (28.3) | | | | | (1.3) | | % |

| Small Business | | | | | | 352.9 | | | | | | 23.2 | | | | | | 361.7 | | | | | | 23.2 | | | | | | (8.8) | | | | | | (2.4) | | |

| Public | | | | | | 1,659.2 | | | | | | 20.3 | | | | | | 1,667.5 | | | | | | 20.1 | | | | | | (8.3) | | | | | | (0.5) | | |

| Other(1) | | | | | | 490.8 | | | | | | 19.8 | | | | | | 495.4 | | | | | | 19.4 | | | | | | (4.6) | | | | | | (0.9) | | |

| Total Gross profit | | | | | | $ | 4,602.4 | | | | | 21.9 | | % | | | | $ | 4,652.4 | | | | | 21.8 | | % | | | | $ | (50.0) | | | | | (1.1) | | % |

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

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

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| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business.

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

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

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

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

| Cost of sales | | | | | | 16,723.6 | | | | | | 78.2 | | | | | | 19,062.1 | | | | | | 80.3 | | |

| Gross profit | | | | | | 4,652.4 | | | | | | 21.8 | | | | | | 4,686.6 | | | | | | 19.7 | | |

| Net income | | | | | | $ | 1,104.3 | | | | | 5.2 | | % | | | | $ | 1,114.5 | | | | | 4.7 | | % |

Net sales decreased $2,373 million, or 10.0%, to $21,376 million for the year ended December 31, 2023, compared to $23,749 million for the year ended December 31, 2022.

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

Gross profit decreased $34 million, or 0.7%, to $4,652 million for the year ended December 31, 2023, compared to $4,687 million for the year ended December 31, 2022.

As a percentage of Net sales, Gross profit margin increased 210 basis points to 21.8% for the year ended December 31, 2023.

*Selling and administrative expenses*

Selling and administrative expenses increased $20 million, or 0.7%, to $2,972 million for the year ended December 31, 2023, compared to $2,951 million for the year ended December 31, 2022.

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.

*Interest expense, net*

Interest expense, net includes interest expense and interest income.

Interest expense, net decreased $9 million, or 3.9%, to $227 million for the year ended December 31, 2023, compared to $236 million for the year ended December 31, 2022.

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*

| | | | | | | 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) | | |

| Total Net sales | | | | | | $ | 21,376.0 | | | | | 100.0 | | % | | | | $ | 23,748.7 | | | | | 100.0 | | % | | | | $ | (2,372.7) | | | | | (10.0) | | % |

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

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

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

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

| Small Business | | | | | | 177.3 | | | | | | 11.4 | | | | | | 186.8 | | | | | | 9.6 | | | | | | (5.1) | | |

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

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

*Corporate*

Corporate segment Net sales for the year ended December 31, 2023 decreased $1,389 million, or 13.4%, compared to the year ended December 31, 2022.

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

Corporate segment Operating income was $847 million for the year ended December 31, 2023, a decrease of $85 million, or 9.1%, compared to $932 million for the year ended December 31, 2022.

For additional information on our financial instruments and debt, see Note [removed: 8 (Financial] [added: 9 (Fair Value Measurements and Financial] Instruments) and Note [removed: 9 (Debt)] [added: 8 (Debt), respectively,] to the accompanying Consolidated Financial [removed: Statements.][added: Statements in Part II Item 8 of this report.]

Based on our floating rate debt and derivative instruments outstanding at December 31, 2024 and 2023, a 100 basis point change would have no material impact on our results.

A hypothetical 10% change between the US dollar and the currencies from our international operations would have no material impact on our results for the years ended December 31, 2024 and 2023.

CDW Corporation (together with its subsidiaries, the “Company,” “CDW” or “we”), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to [removed: small, medium and large] business, government, education and healthcare customers in the United States (“US”), the United Kingdom (“UK”) and Canada.

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

We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software [removed: publishers and] [added: publishers,] cloud providers (collectively, our “vendor [removed: partners”),] [added: partners”) and wholesale distributors,] whose products we sell or include in the solutions we offer.

Our goal is to have our customers, regardless of their size, view us as a trusted adviser and extension of their IT [removed: resources.][added: workforce.]

We have capabilities to provide integrated IT solutions in [removed: more than] [added: approximately] 150 countries for customers with primary locations in the US, UK and Canada, which are large and growing markets.

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

We provide integrated IT solutions to over 250,000 [removed: small, medium and large] business, government, education and healthcare customers throughout the US, UK and Canada.

We serve our customers through sales teams focused on customer end-markets that are supported by [removed: technical] [added: highly-skilled] specialists and [removed: highly-skilled service delivery] engineers.

In our US business, which represents approximately 90% of our Net sales, we currently have five dedicated customer channels: corporate, small business, government, education and healthcare, each of which generated [removed: approximately $1.6] [added: $1.5] billion or greater in Net sales in [removed: 2023.][added: 2024.]

Net sales to customers in the UK and Canada combined generated [removed: $2.6] [added: $2.5] billion in [removed: 2023.][added: 2024.]

We believe this diversity of customer end-markets provides us with multiple avenues for growth and has been a key factor in our ability to weather economic and technology cycles and [removed: continue to] gain market share.

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

In [removed: 2023,] [added: 2024,] we generated $2.0 billion of Net sales from each of our three largest vendor partners.

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

We operate two distribution centers in North America and one distribution center in the [removed: UK] [added: UK,] which combined [removed: are] [added: provide] more than 1 million square feet in size.

Leveraging our distribution and logistics capabilities, we handle and ship approximately [removed: 35] [added: 26] million units annually on an aggregate basis from our distribution centers.

These arrangements represented approximately [removed: 55%] [added: 54%] of total North America Net sales in [removed: 2023.][added: 2024.]

We believe that our logistics and configuration capabilities delivered by our [removed: highly skilled] [added: highly-skilled] and certified team enable us to customize technology for our customers to meet their unique needs.

The market for technology [removed: products] [added: products, solutions] and services is highly competitive and subject to economic conditions and rapid technological changes.

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

We believe the combination of our competitive advantages of scale, [removed: performance driven] [added: performance-driven] culture and enhanced capabilities will help drive sustainable, profitable growth for us today and in the future.

Our scale enables our ability to invest in [removed: technical coworkers] [added: specialists and engineers] who work directly with our sellers to help customers implement [removed: increasingly] complex IT solutions.

We have cross-border relationships that enable us to serve the needs of our US, UK and Canadian-based customers in [removed: more than] [added: approximately] 150 countries.

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

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

Our software category includes cloud solutions, software assurance, application suites, security, virtualization, [added: collaboration and productivity applications,] operating systems and network management.

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

We provide customers with [removed: cloud] [added: technology] solutions and services [removed: through] [added: on the] public [removed: cloud solutions,] [added: cloud,] which reside [removed: off customer premises] [added: off-premise] on a public (shared) infrastructure, private cloud solutions, which reside on customer [removed: premises,] [added: premises] and hybrid cloud solutions that deliver the benefits of both public and private [removed: solutions.][added: options.]

Our migration, integration and managed services help our customers simplify cloud [removed: adoption, as well as the ongoing management of cloud solutions,] [added: adoption and management,] across the entire IT lifecycle.

[removed: Service delivery engineers] [added: Engineers] work with our customers to design cloud solutions meeting their organizational, technology and financial objectives.

[removed: - *Services*: We] [added: For each of the solutions areas above, we provide services that] help organizations [added: plan,] design, [added: configure,] orchestrate and manage technology for their unique needs.

Our [removed: service delivery] [added: highly-skilled specialists and] engineers have expertise [removed: which include] [added: in] integrated cloud, collaboration, data center, mobility and security business technology, from the physical to the application layer.

- *Security*: We assess our customers’ security needs and provide them with tools and services to help effectively manage [removed: risk.][added: risk, increase business continuity and operational efficiency, and improve their end user experience.]

We are a security solutions integrator that combines our expertise in [added: advisory,] design, solution architecture and implementation services.

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, [added: identity and access]

Security consulting engagements include security [removed: assessment,] [added: maturity assessments,] policy and procedure gap analysis, security roadmaps and health checks.

| | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | |

| Notebooks/Mobile Devices | | | | | | $ | [removed: 4,690.5] [added: 5,089.9] | | | | | [removed: 21.9] [added: 24.2] | | % | | | | $ | [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] | | % |

| Netcomm Products | | | | | | [removed: 3,185.4] [added: 2,538.2] | | | | | | [removed: 14.9] [added: 12.1] | | | | | | [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: Collaboration(3)] [added: Collaboration] | | | | | | [removed: 1,909.7] [added: 1,770.6] | | | | | | [removed: 8.9] [added: 8.4] | | | | | | [removed: 2,394.8] [added: 1,909.7] | | | | | | [removed: 10.1] [added: 8.9] | | | | | | [removed: 2,218.8] [added: 2,394.8] | | | | | | [removed: 10.7] [added: 10.1] | | |

We face competition from resellers, manufacturers who sell directly to customers, large service providers and system integrators, cloud providers, e-commerce companies, and office supply retailers, among others.

We expect the competitive landscape to continue to evolve as new technologies and consumption models emerge, such as cloud-based and other “as a service” solutions, hyper-converged infrastructure, embedded software solutions and solutions that incorporate artificial intelligence.

We focus on providing high quality service to gain new customers and retain existing customers.

We enable our customers with artificial intelligence (“AI”) solutions that empower their end users and drive efficiency in business-critical functions.

management, next-generation firewall, security service edge, security information and event management, exposure and threat management, governance, risk and compliance, data security and governance, cloud infrastructure entitlement management, virtual private network services, network access control and physical security.

- *Digital Velocity:* We deliver advanced digital transformation solutions that enable organizations to modernize their IT infrastructure, applications and operations.

Leveraging expertise in cloud-native deployment, DevOps, artificial intelligence and automation, we help customers improve business outcomes through scalable and secure technology implementations.

We enable specific customer business needs through customer software engineering engagements, providing custom application development, modernization and integration services, as well as talent orchestration solutions that give our customers access to technical resources that supplement their workforce for project-based engagements and periods of peak demand.

Our long-standing values and philosophies of success are based on fostering a welcoming, respectful, accountable and fair culture where coworkers have the opportunity to thrive.

This culture, along with strong training and development, competitive compensation and opportunities for meaningful careers, drives business results and competitive advantage.

One CDW

One CDW reflects the work we do to find, attract and retain top talent, encourage a welcoming and respectful culture, create meaningful partnerships across teams, and ensure coworkers have the tools and opportunities to grow and help the business succeed.

We are in the process of implementing a new enterprise resource planning (“ERP”) system, along with other system transformation initiatives, that will enable us to streamline processes and enhance visibility in our key business processes.

The significant system transformation initiatives, including ERP, are anticipated to be released in 2025 with incremental system transformation releases continuing in 2026.

| Elizabeth H. Connelly | | | 59 | | | Chief Commercial Officer since October 2024; Senior Vice President, Vertical Markets, from January 2024 to October 2024; Senior Vice President, Healthcare from September 2022 to December 2023; Chief Human Resources Officer and Senior Vice President, Coworker Services from December 2018 to September 2022. | | |

| Katherine E. Sanderson | | | 49 | | | Senior Vice President, Coworker Success and Chief Human Resources Officer since September 2024; Executive Vice President and Chief Human Resources Officer, R1 RCM (a healthcare technology and services company) from November 2018 to September 2024. | | |

We face competition from resellers, direct manufacturers, large service providers, cloud providers, telecommunication companies, and to a lesser extent retailers.

We expect the competitive landscape to continue to evolve as new technologies are developed.

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

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

Our culture is reflected through our coworkers, who are driven to serve our customers, our partners, our communities and all our stakeholders.

We provide our coworkers with diverse experiences, engagement opportunities, strong training and development, competitive compensation and meaningful careers, which creates a high-performance culture that is central to CDW’s success.

We know that an inclusive environment produces the best ideas, and our coworkers are driven to finding the best technology solutions to enable the mission-driven needs of our customers.

Diversity, Equity and Inclusion

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

We remain steadfast in our commitment to a culture of inclusion and equity, where everyone feels they belong.

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

It all comes back to our character, values and ethics as an organization.

We are focused on making sure our values are reflected in our behavior where everyone feels they are seen, heard and valued.

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

These include enhanced personal protective equipment, expanded health and safety training and increased access to mental health resources.

| 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. | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

][added: (002).jpg](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231_g1.jpg)]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for [added: such] shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 30, 2023,] [added: 28, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $24,542] [added: $29,833] million, based on the per share closing sale price of [removed: $183.50] [added: $223.84] on that date.

As of February [removed: 20, 2024,] [added: 18, 2025,] there were [removed: 134,215,119] [added: 132,492,273] shares of common stock, $0.01 par value, outstanding.

Certain parts of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] annual meeting of stockholders to be held on May [removed: 21, 2024,] [added: 20, 2025,] which will be filed with the Securities and Exchange Commission on or before April 30, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

Year Ended December 31, [removed: 2023][added: 2024]

| Item 1. | | | [removed: [Business](#i4c083f69c19a4824b58ec821bc8995c7_16)] [added: [Business](#i7dda2da9122848c1aea9f1e82f76176a_16)] | | | [removed: [4](#i4c083f69c19a4824b58ec821bc8995c7_16)] [added: [4](#i7dda2da9122848c1aea9f1e82f76176a_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4c083f69c19a4824b58ec821bc8995c7_19)] [added: Factors](#i7dda2da9122848c1aea9f1e82f76176a_22)] | | | [removed: [10](#i4c083f69c19a4824b58ec821bc8995c7_19)] [added: [10](#i7dda2da9122848c1aea9f1e82f76176a_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4c083f69c19a4824b58ec821bc8995c7_22)] [added: Comments](#i7dda2da9122848c1aea9f1e82f76176a_25)] | | | [removed: [20](#i4c083f69c19a4824b58ec821bc8995c7_22)] [added: [21](#i7dda2da9122848c1aea9f1e82f76176a_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i4c083f69c19a4824b58ec821bc8995c7_2456)] [added: [Cybersecurity](#i7dda2da9122848c1aea9f1e82f76176a_28)] | | | [removed: [21](#i4c083f69c19a4824b58ec821bc8995c7_2456)] [added: [21](#i7dda2da9122848c1aea9f1e82f76176a_28)] | | |

| Item 2. | | | [removed: [Properties](#i4c083f69c19a4824b58ec821bc8995c7_25)] [added: [Properties](#i7dda2da9122848c1aea9f1e82f76176a_31)] | | | [removed: [21](#i4c083f69c19a4824b58ec821bc8995c7_25)] [added: [22](#i7dda2da9122848c1aea9f1e82f76176a_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4c083f69c19a4824b58ec821bc8995c7_28)] [added: Proceedings](#i7dda2da9122848c1aea9f1e82f76176a_34)] | | | [removed: [21](#i4c083f69c19a4824b58ec821bc8995c7_28)] [added: [22](#i7dda2da9122848c1aea9f1e82f76176a_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4c083f69c19a4824b58ec821bc8995c7_31)] [added: Disclosures](#i7dda2da9122848c1aea9f1e82f76176a_37)] | | | [removed: [22](#i4c083f69c19a4824b58ec821bc8995c7_31)] [added: [22](#i7dda2da9122848c1aea9f1e82f76176a_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4c083f69c19a4824b58ec821bc8995c7_40)] [added: Securities](#i7dda2da9122848c1aea9f1e82f76176a_43)] | | | [removed: [23](#i4c083f69c19a4824b58ec821bc8995c7_40)] [added: [23](#i7dda2da9122848c1aea9f1e82f76176a_43)] | | |

| Item 6. | | | [removed: [\[RESERVED\]](#i4c083f69c19a4824b58ec821bc8995c7_43)] [added: [\[RESERVED\]](#i7dda2da9122848c1aea9f1e82f76176a_46)] | | | [removed: [24](#i4c083f69c19a4824b58ec821bc8995c7_43)] [added: [24](#i7dda2da9122848c1aea9f1e82f76176a_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4c083f69c19a4824b58ec821bc8995c7_49)] [added: Operations](#i7dda2da9122848c1aea9f1e82f76176a_52)] | | | [removed: [25](#i4c083f69c19a4824b58ec821bc8995c7_49)] [added: [25](#i7dda2da9122848c1aea9f1e82f76176a_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4c083f69c19a4824b58ec821bc8995c7_160)] [added: Risk](#i7dda2da9122848c1aea9f1e82f76176a_163)] | | | [removed: [37](#i4c083f69c19a4824b58ec821bc8995c7_160)] [added: [37](#i7dda2da9122848c1aea9f1e82f76176a_163)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4c083f69c19a4824b58ec821bc8995c7_163)] [added: Data](#i7dda2da9122848c1aea9f1e82f76176a_166)] | | | [removed: [39](#i4c083f69c19a4824b58ec821bc8995c7_163)] [added: [38](#i7dda2da9122848c1aea9f1e82f76176a_166)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4c083f69c19a4824b58ec821bc8995c7_265)] [added: Disclosure](#i7dda2da9122848c1aea9f1e82f76176a_268)] | | | [removed: [75](#i4c083f69c19a4824b58ec821bc8995c7_265)] [added: [74](#i7dda2da9122848c1aea9f1e82f76176a_268)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4c083f69c19a4824b58ec821bc8995c7_268)] [added: Procedures](#i7dda2da9122848c1aea9f1e82f76176a_271)] | | | [removed: [75](#i4c083f69c19a4824b58ec821bc8995c7_268)] [added: [74](#i7dda2da9122848c1aea9f1e82f76176a_271)] | | |

| Item 9B. | | | [Other [removed: Information](#i4c083f69c19a4824b58ec821bc8995c7_274)] [added: Information](#i7dda2da9122848c1aea9f1e82f76176a_277)] | | | [removed: [77](#i4c083f69c19a4824b58ec821bc8995c7_274)] [added: [76](#i7dda2da9122848c1aea9f1e82f76176a_277)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4c083f69c19a4824b58ec821bc8995c7_277)] [added: Inspections](#i7dda2da9122848c1aea9f1e82f76176a_283)] | | | [removed: [77](#i4c083f69c19a4824b58ec821bc8995c7_277)] [added: [76](#i7dda2da9122848c1aea9f1e82f76176a_283)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4c083f69c19a4824b58ec821bc8995c7_283)] [added: Governance](#i7dda2da9122848c1aea9f1e82f76176a_289)] | | | [removed: [78](#i4c083f69c19a4824b58ec821bc8995c7_283)] [added: [77](#i7dda2da9122848c1aea9f1e82f76176a_289)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4c083f69c19a4824b58ec821bc8995c7_286)] [added: Compensation](#i7dda2da9122848c1aea9f1e82f76176a_292)] | | | [removed: [78](#i4c083f69c19a4824b58ec821bc8995c7_286)] [added: [77](#i7dda2da9122848c1aea9f1e82f76176a_292)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4c083f69c19a4824b58ec821bc8995c7_289)] [added: Matters](#i7dda2da9122848c1aea9f1e82f76176a_295)] | | | [removed: [78](#i4c083f69c19a4824b58ec821bc8995c7_289)] [added: [77](#i7dda2da9122848c1aea9f1e82f76176a_295)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4c083f69c19a4824b58ec821bc8995c7_292)] [added: Independence](#i7dda2da9122848c1aea9f1e82f76176a_298)] | | | [removed: [78](#i4c083f69c19a4824b58ec821bc8995c7_292)] [added: [77](#i7dda2da9122848c1aea9f1e82f76176a_298)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4c083f69c19a4824b58ec821bc8995c7_295)] [added: Services](#i7dda2da9122848c1aea9f1e82f76176a_301)] | | | [removed: [78](#i4c083f69c19a4824b58ec821bc8995c7_295)] [added: [77](#i7dda2da9122848c1aea9f1e82f76176a_301)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4c083f69c19a4824b58ec821bc8995c7_301)] [added: Schedules](#i7dda2da9122848c1aea9f1e82f76176a_307)] | | | [removed: [79](#i4c083f69c19a4824b58ec821bc8995c7_301)] [added: [78](#i7dda2da9122848c1aea9f1e82f76176a_307)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4c083f69c19a4824b58ec821bc8995c7_304)] [added: Summary](#i7dda2da9122848c1aea9f1e82f76176a_310)] | | | [removed: [84](#i4c083f69c19a4824b58ec821bc8995c7_304)] [added: [84](#i7dda2da9122848c1aea9f1e82f76176a_310)] | | |

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this [removed: report.][added: report and from time to time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission (“SEC”) filings and public communications.]

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by those cautionary statements as well as other cautionary statements that are made from time to time in our other [removed: Securities and Exchange Commission (“SEC”)] [added: SEC] filings and public communications.

You should evaluate all forward-looking statements [added: made] in [added: this report in] the context of these risks and uncertainties.

| SIGNATURES | | | | | | [85](#i7dda2da9122848c1aea9f1e82f76176a_313) | | |

None

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

Yes ☒ No ☐

☐ Yes ☒ No

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

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

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

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

The CISO has extensive

As of December 31, [removed: 2023,] [added: 2024,] we owned or leased a total of 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: 12] [added: 11] years.

As of February [removed: 20, 2024,] [added: 18, 2025,] there were [removed: 4] [added: 5] holders of record of our common stock.

On February [removed: 7, 2024,] [added: 5, 2025,] we announced that our Board of Directors declared a quarterly cash dividend on our common stock of [removed: $0.62] [added: $0.625] per share.

The dividend will be paid on March [removed: 12, 2024] [added: 11, 2025] to all stockholders of record as of the close of business on February [removed: 26, 2024.][added: 25, 2025.]

Information relating to the Company’s purchases of its common stock during the three months ended December 31, [removed: 2023] [added: 2024] is as follows:

On February [removed: 7, 2024,] [added: 5, 2025,] we announced that our Board of Directors authorized a $750 million increase to our share repurchase program (which was incremental to the [removed: amount] [added: approximately $588 million] remaining [added: as of December 31, 2024] under the $750 million authorization announced on February [removed: 8, 2023)] [added: 7, 2024)] under which we may repurchase shares of our common stock from time to time in privately negotiated transactions, open market purchases or other transactions as permitted by securities laws and other legal requirements.

The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on $100 invested at the closing of the market on December 31, [removed: 2018] [added: 2019] through and including the market close on December 31, [removed: 2023,] [added: 2024,] with the cumulative total return for the same time period of the same amount invested in the Standard & Poor’s 500 Stock

Our peer group index for [removed: 2023] [added: 2024] 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 met one or more of the following criteria: (i) similar size in terms of revenue and/or enterprise value (one-third to three times our revenue or enterprise value); (ii) operates in a business-to-business distribution environment; (iii) members of the technology industry; (iv) similar customers (*i.e.*, business, government, healthcare, and education); (v) companies that provide services and/or solutions; (vi) similar margins; (vii) comparable percentage of international sales; (viii) frequently identified as a peer by the other peer companies or Institutional Shareholder Services Inc.; or (ix) identified by the Company as a competitor.

[removed: ][added: ]

| | | | | | | December 31, [removed: 2018] [added: 2019] | | | | | | December 31, [removed: 2019] [added: 2020] | | | | | | December 31, [removed: 2020] [added: 2021] | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| CDW Corp | | | | | | $ | 100 | | | | | $ | [removed: 178] [added: 93] | | | | | $ | [removed: 167] [added: 147] | | | | | $ | [removed: 261] [added: 129] | | | | | $ | [removed: 231] [added: 167] | | | | | $ | [removed: 297] [added: 129] | |

| October 1 through October 31, 2024 | | | | | | 0.1 | | | | | | $ | 216.91 | | | | | 0.1 | | | | | | $ | 720.4 | |

| November 1 through November 30, 2024 | | | | | | 0.3 | | | | | | 185.98 | | | | | | 0.3 | | | | | | 659.7 | | |

| December 1 through December 31, 2024 | | | | | | 0.4 | | | | | | 177.39 | | | | | | 0.4 | | | | | | 587.6 | | |

| Total | | | | | | 0.8 | | | | | | | | | | | | 0.8 | | | | | | | | |

| S&P 500 | | | | | | 100 | | | | | | 116 | | | | | | 148 | | | | | | 119 | | | | | | 148 | | | | | | 182 | | |

| S&P 500 Information Technology | | | | | | 100 | | | | | | 142 | | | | | | 190 | | | | | | 135 | | | | | | 211 | | | | | | 286 | | |

| CDW Peers | | | | | | 100 | | | | | | 116 | | | | | | 163 | | | | | | 128 | | | | | | 162 | | | | | | 173 | | |

| 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 | | | | | | | | |

| 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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4c083f69c19a4824b58ec821bc8995c7_166)] [added: Firm](#i7dda2da9122848c1aea9f1e82f76176a_169)] (PCAOB ID: 42) | | | [removed: [40](#i4c083f69c19a4824b58ec821bc8995c7_166)] [added: [39](#i7dda2da9122848c1aea9f1e82f76176a_169)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023 and 2022](#i4c083f69c19a4824b58ec821bc8995c7_172)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[4](#i7dda2da9122848c1aea9f1e82f76176a_175) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[3](#i7dda2da9122848c1aea9f1e82f76176a_175)] | | | [removed: [42](#i4c083f69c19a4824b58ec821bc8995c7_172)] [added: [41](#i7dda2da9122848c1aea9f1e82f76176a_175)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_175)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[4](#i7dda2da9122848c1aea9f1e82f76176a_178)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[3](#i7dda2da9122848c1aea9f1e82f76176a_178) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[2](#i7dda2da9122848c1aea9f1e82f76176a_178)] | | | [removed: [43](#i4c083f69c19a4824b58ec821bc8995c7_175)] [added: [42](#i7dda2da9122848c1aea9f1e82f76176a_178)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_178)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[4](#i7dda2da9122848c1aea9f1e82f76176a_181)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[3](#i7dda2da9122848c1aea9f1e82f76176a_181) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[2](#i7dda2da9122848c1aea9f1e82f76176a_181)] | | | [removed: [44](#i4c083f69c19a4824b58ec821bc8995c7_178)] [added: [43](#i7dda2da9122848c1aea9f1e82f76176a_181)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_181)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[4](#i7dda2da9122848c1aea9f1e82f76176a_184)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[3](#i7dda2da9122848c1aea9f1e82f76176a_184) [and 20](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)] | | | [removed: [45](#i4c083f69c19a4824b58ec821bc8995c7_181)] [added: [44](#i7dda2da9122848c1aea9f1e82f76176a_184)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_184)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[4](#i7dda2da9122848c1aea9f1e82f76176a_187) [202](#i7dda2da9122848c1aea9f1e82f76176a_187)[3](#i7dda2da9122848c1aea9f1e82f76176a_187) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[2](#i7dda2da9122848c1aea9f1e82f76176a_187)] | | | [removed: [46](#i4c083f69c19a4824b58ec821bc8995c7_184)] [added: [45](#i7dda2da9122848c1aea9f1e82f76176a_187)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4c083f69c19a4824b58ec821bc8995c7_190)] [added: Statements](#i7dda2da9122848c1aea9f1e82f76176a_193)] | | | [removed: [47](#i4c083f69c19a4824b58ec821bc8995c7_190)] [added: [46](#i7dda2da9122848c1aea9f1e82f76176a_193)] | | |

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 26, 2024,] [added: 21, 2025] expressed an unqualified opinion thereon.

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

| Description of the Matter | | | | | | As described in Note 1 to the consolidated financial statements, the Company provides professional services, which include project [removed: managers] [added: managers, specialists] and [removed: consultants] [added: engineers] 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. | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 588.7] [added: 503.5] | | | | | $ | [removed: 315.2] [added: 588.7] | |

| Accounts receivable, net of allowance for credit losses of [removed: $28.8] [added: $43.3] and [removed: $25.7,] [added: $28.8,] respectively | | | [removed: 4,567.5] [added: 5,135.8] | | | | | | [removed: 4,461.3] [added: 4,567.5] | | |

| Merchandise inventory | | | [removed: 668.1] [added: 605.3] | | | | | | [removed: 800.2] [added: 668.1] | | |

| Miscellaneous receivables | | | [removed: 470.5] [added: 509.9] | | | | | | [removed: 489.1] [added: 470.5] | | |

| Prepaid expenses and other | | | [removed: 410.2] [added: 404.4] | | | | | | [removed: 498.2] [added: 410.2] | | |

| Total current assets | | | [removed: 6,705.0] [added: 7,373.1] | | | | | | [removed: 6,564.0] [added: 6,705.0] | | |

| Operating lease right-of-use assets | | | [removed: 128.8] [added: 120.2] | | | | | | [removed: 149.2] [added: 128.8] | | |

| Property and equipment, net | | | [removed: 195.5] [added: 192.0] | | | | | | [removed: 188.8] [added: 195.5] | | |

| Goodwill | | | [removed: 4,413.4] [added: 4,620.4] | | | | | | [removed: 4,342.7] [added: 4,413.4] | | |

| Other intangible assets, net | | | [removed: 1,369.7] [added: 1,356.6] | | | | | | [removed: 1,490.7] [added: 1,369.7] | | |

| Total Assets | | | $ | [removed: 13,284.6] [added: 14,678.4] | | | | | $ | [removed: 13,131.5] [added: 13,284.6] | |

| Accounts payable-trade | | | $ | [removed: 2,881.0] [added: 3,381.3] | | | | | $ | [removed: 2,821.3] [added: 2,881.0] | |

| Accounts payable-inventory financing | | | [removed: 430.9] [added: 355.2] | | | | | | [removed: 519.0] [added: 430.9] | | |

| Current maturities of long-term debt | | | [removed: 613.1] [added: 235.8] | | | | | | [removed: 56.3] [added: 613.1] | | |

| Contract liabilities | | | [removed: 487.4] [added: 491.0] | | | | | | [removed: 485.5] [added: 487.4] | | |

| Compensation | | | [removed: 303.0] [added: 275.8] | | | | | | [removed: 377.8] [added: 303.0] | | |

| Advertising | | | [removed: 119.9] [added: 137.7] | | | | | | [removed: 130.5] [added: 119.9] | | |

| Sales and income taxes | | | [removed: 52.4] [added: 61.6] | | | | | | [removed: 73.5] [added: 52.4] | | |

| Other | | | [removed: 554.3] [added: 536.0] | | | | | | [removed: 483.2] [added: 554.3] | | |

| Total current liabilities | | | [removed: 5,442.0] [added: 5,474.4] | | | | | | [removed: 4,947.1] [added: 5,442.0] | | |

| Debt | | | [removed: 5,031.8] [added: 5,607.0] | | | | | | [removed: 5,866.4] [added: 5,031.8] | | |

| Deferred income taxes | | | [removed: 171.4] [added: 167.4] | | | | | | [removed: 203.4] [added: 171.4] | | |

| Operating lease liabilities | | | [removed: 164.0] [added: 149.1] | | | | | | [removed: 175.2] [added: 164.0] | | |

| Total long-term liabilities | | | [removed: 5,800.1] [added: 6,851.3] | | | | | | [removed: 6,581.1] [added: 5,800.1] | | |

| Common stock, $0.01 par value, 1,000.0 shares authorized; [removed: 134.1] [added: 132.6] and [removed: 135.5] [added: 134.1] shares outstanding, respectively | | | 1.3 | | | | | | [removed: 1.4] [added: 1.3] | | |

| Paid-in capital | | | [removed: 3,691.3] [added: 3,834.4] | | | | | | [removed: 3,518.1] [added: 3,691.3] | | |

| Accumulated deficit | | | [removed: (1,525.5)] [added: (1,322.9)] | | | | | | [removed: (1,763.8)] [added: (1,525.5)] | | |

| February 21, 2025 | | |

| | | | 2024 | | | | | | 2023 | | |

| Short-term investments | | | 214.2 | | | | | | — | | |

| Accounts receivable and other assets, noncurrent | | | 1,016.1 | | | | | | 472.2 | | |

| Accounts payable and other liabilities | | | 927.8 | | | | | | 432.9 | | |

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

| Net income | | | $ | 1,077.8 | | | | | $ | 1,104.3 | | | | | $ | 1,114.5 | |

| Purchases of short-term investments | | | (211.1) | | | | | | — | | | | | | — | | |

| Payments of debt issuance costs | | | (10.9) | | | | | | — | | | | | | — | | |

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

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

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

(1)Refer to Note 1 (Description of Business and Summary of Significant Accounting Policies) for further information on restricted cash.

| Repurchases of common stock | | | | | | (2.4) | | | | | | — | | | | | | — | | | | | | (500.0) | | | | | | — | | | | | | (500.0) | | |

| Dividend payments ($2.485 per share) | | | | | | — | | | | | | — | | | | | | 2.1 | | | | | | (334.2) | | | | | | — | | | | | | (332.1) | | |

| Unrealized loss from hedge accounting | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.8) | | | | | | (2.8) | | |

| Foreign currency translation and other | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | (2.8) | | | | | | (33.0) | | | | | | (35.3) | | |

| Balance as of December 31, 2024 | | | | | | 132.6 | | | | | | $ | 1.3 | | | | | $ | 3,834.4 | | | | | $ | (1,322.9) | | | | | $ | (160.1) | | | | | $ | 2,352.7 | |

Restricted cash represents funds that are restricted to satisfy deposit requirements with creditors.

Restricted cash is presented within Prepaid expenses and other on the Consolidated Balance Sheets and totaled $4 million as of December 31, 2024.

Unbilled receivables primarily arise from non-cancellable, multi-year arrangements for software sales whereby the Company has completed its performance obligation under the contracts but will invoice its customers ratably over a period of time.

For additional information regarding multi-year arrangements, see “Revenue Recognition for Software” below.

Allowance for Credit Losses

If there are additional changes in circumstances related to a specific customer, the Company further adjusts its estimate based on the expected loss.

For unbilled accounts receivable, the allowance is measured based on internal risk rating, which considers the customer’s credit rating, the duration of the multi-year arrangement, probability of default rates published by third-parties and other variables that mitigate the inherent credit risk on a particular transaction, such a legal right of set-off to the Company’s exposure.

The internal risk rating is periodically reviewed for updates related to a customer’s credit rating and probability of default rates.

Upon determining the internal risk rating, the allowance for credit loss is measured using the third-party default rates, adjusted for forecasted macroeconomic conditions.

Given the nature of these unbilled receivables tied to multi-year arrangements and the robust credit approval process on long-term payment terms, the internal risk rating of these receivables is primarily low.

For additional information on the Company’s allowance for credit loss, see Note 4 (Accounts Receivable and Contract Balances).

The Company decreases

If the carrying amount of a reporting unit exceeds its fair value, goodwill is

Debt Issuance Costs

cannot be redirected to another customer and (v) as applicable, the configuration services have been completed when ordered with the hardware.

From time to time, such software may be sold as fixed, non-cancellable multi-installment arrangements (i.e., multi-year arrangements) or variable, cancellable arrangements (more common in cloud computing arrangements).

In these instances, the Company recognizes revenue based on its present enforceable rights and obligations and when it has completed its performance obligation.

In these instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that such arrangements do not include a significant financing component.

The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing software and to mirror the payment terms offered by the software publisher.

Interest income is recognized on an accrual basis in the period it is earned at the applicable interest rate.

This evaluation requires management to make use of estimates and assumptions and considers all

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-240).

| | | | | | | | | |

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

| February 26, 2024 | | |

| Other assets | | | 472.2 | | | | | | 396.1 | | |

| Other liabilities | | | 432.9 | | | | | | 336.1 | | |

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

| Payments of debt financing fees | | | — | | | | | | — | | | | | | (38.1) | | |

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

| Balance as of December 31, 2020 | | | | | | 141.9 | | | | | | $ | 1.4 | | | | | $ | 3,204.9 | | | | | $ | (1,813.4) | | | | | $ | (95.8) | | | | | $ | 1,297.1 | |

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

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

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

Significant Accounting Policies

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

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

market conditions, among others.

Deferred Financing Costs

assurance, which is a product that allows customers to upgrade to the latest technology if new capabilities are introduced during the period that the software assurance is in effect.

consideration as a reduction to Cost of sales.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

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

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

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

beginning after December 15, 2023.

The Company adopted the standard during the first quarter of 2023 with the exception of the rollforward requirement, which will be adopted during the first quarter of 2024.

The adoption of the standard only resulted in new disclosures for amounts presented within Accounts payable - inventory financing and did not affect the Company's recognition, measurement or financial statement presentation of supplier finance program obligations on the Consolidated Financial Statements.

For additional information on the new disclosures, see Note 7 (Inventory Financing Agreements).

Sirius

On December 1, 2021, the Company completed its acquisition of all issued and outstanding equity interests of Sirius for an aggregate consideration paid, net of cash acquired, of approximately $2.4 billion.

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

The Company used the net proceeds from the December 1, 2021 issuance of the $2.5 billion aggregate principal amount of senior unsecured notes to finance the acquisition and related transaction costs.

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 enhances the Company’s breadth and depth of services and solutions offerings.

Following the close of the acquisition, the Company issued a mix of cash and equity-based retention awards to certain Sirius coworkers, which vest over a required service period and will be recorded as expense over the required service period.

The results of operations of Sirius are included in the Consolidated Financial Statements of the Company beginning on the acquisition date.

These amounts are presented within the Corporate, Small Business and Public reportable segments.

For the year ended December 31, 2021, the Company’s Consolidated Financial Statements included $197 million of net sales and $9 million of net income from the results of operations of Sirius.

The Sirius acquisition has been accounted for as a business combination.

During the fourth quarter of 2022, the Company finalized the purchase price and completed its identification and measurement of the assets acquired and liabilities assumed as of the date of the acquisition.

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

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] that have materially 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023 and 2022,] [added: 2024] and [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 26, 2024] [added: 21, 2025] expressed an unqualified opinion thereon.

| February 21, 2025 | | |

| February 26, 2024 | | |

None.

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.

Other information required under this Item 10 is incorporated herein by reference to our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders on May [removed: 21, 2024 (“2024] [added: 20, 2025 (“2025] Proxy Statement”), which we will file with the SEC on or before April 30, [removed: 2024.][added: 2025.]

We have a Policy on Insider Trading governing the purchase, sale, and/or other dispositions of our securities by directors, officers, coworkers and consultants, as well as the Company itself, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.

A copy of our Policy on Insider Trading is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Information required under this Item 11 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

Information required under this Item 12 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

Information required under this Item 13 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

Information required under this Item 14 is incorporated herein by reference to the [removed: 2024] [added: 2025] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i4c083f69c19a4824b58ec821bc8995c7_166)] [added: Firm](#i7dda2da9122848c1aea9f1e82f76176a_169)] | | | [removed: [40](#i4c083f69c19a4824b58ec821bc8995c7_166)] [added: [39](#i7dda2da9122848c1aea9f1e82f76176a_169)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023 and 2022](#i4c083f69c19a4824b58ec821bc8995c7_172)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[4](#i7dda2da9122848c1aea9f1e82f76176a_175) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_175)[3](#i7dda2da9122848c1aea9f1e82f76176a_175)] | | | [removed: [42](#i4c083f69c19a4824b58ec821bc8995c7_172)] [added: [41](#i7dda2da9122848c1aea9f1e82f76176a_175)] | | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_175)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[4](#i7dda2da9122848c1aea9f1e82f76176a_178)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[3](#i7dda2da9122848c1aea9f1e82f76176a_178) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_178)[2](#i7dda2da9122848c1aea9f1e82f76176a_178)] | | | [removed: [43](#i4c083f69c19a4824b58ec821bc8995c7_175)] [added: [42](#i7dda2da9122848c1aea9f1e82f76176a_178)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_178)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[4](#i7dda2da9122848c1aea9f1e82f76176a_181)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[3](#i7dda2da9122848c1aea9f1e82f76176a_181) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_181)[2](#i7dda2da9122848c1aea9f1e82f76176a_181)] | | | [removed: [44](#i4c083f69c19a4824b58ec821bc8995c7_178)] [added: [43](#i7dda2da9122848c1aea9f1e82f76176a_181)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_181)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[4](#i7dda2da9122848c1aea9f1e82f76176a_184)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[3](#i7dda2da9122848c1aea9f1e82f76176a_184) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_184)[2](#i7dda2da9122848c1aea9f1e82f76176a_184)] | | | [removed: [45](#i4c083f69c19a4824b58ec821bc8995c7_181)] [added: [44](#i7dda2da9122848c1aea9f1e82f76176a_184)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022 and 2021](#i4c083f69c19a4824b58ec821bc8995c7_184)] [added: 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[4](#i7dda2da9122848c1aea9f1e82f76176a_187)[, 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[3](#i7dda2da9122848c1aea9f1e82f76176a_187) [and 202](#i7dda2da9122848c1aea9f1e82f76176a_187)[2](#i7dda2da9122848c1aea9f1e82f76176a_187)] | | | [removed: [46](#i4c083f69c19a4824b58ec821bc8995c7_184)] [added: [45](#i7dda2da9122848c1aea9f1e82f76176a_187)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4c083f69c19a4824b58ec821bc8995c7_190)] [added: Statements](#i7dda2da9122848c1aea9f1e82f76176a_193)] | | | [removed: [47](#i4c083f69c19a4824b58ec821bc8995c7_190)] [added: [46](#i7dda2da9122848c1aea9f1e82f76176a_193)] | | |

| [removed: 2.1] [added: 10.24§] | | | | | | [removed: [Purchase and Sale] [added: [Letter] Agreement, dated as of October [removed: 15, 2021,] [added: 24, 2024,] by and between [removed: Sirius Computer Solutions Holdco, LP and] CDW [removed: LLC] [added: Corporation and Christina M. Corley,] previously filed as Exhibit [removed: 2.1] [added: 10.1] with CDW Corporation’s Form 8-K filed on October [removed: 18, 2021] [added: 25, 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521300529/d118731dex21.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524243443/d897707dex101.htm)] | | |

| 3.1 | | | | | | [removed: [S](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm)[eventh] [added: [Seventh] Amended [removed: and](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) [Restated] [added: and Restated] Certificate of Incorporation of CDW Corporation, previously filed as Exhibit [removed: 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] [added: 3.1 with] CDW Corporation’s Form 8-K filed on May [removed: 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] [added: 22, 2023 and] incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex31.htm) | | |

| 3.2 | | | | | | [Amended and Restated [removed: By-Laws] [added: By Laws] of CDW Corporation, previously filed as Exhibit [removed: 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] [added: 3.1 with] CDW Corporation’s Form 8-K filed [removed: 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)] [added: on](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm) [December 1](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)[8](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)[,2024](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)] [and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312523150450/d491224dex32.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205724000227/cdw-20241216x8kxex31.htm)] | | |

| 3.3 | | | | | | [Articles of Organization of CDW LLC, previously filed as Exhibit 3.3 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex33.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex33.htm)] | | |

| 3.4 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW LLC, previously filed as Exhibit 3.4 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex34.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex34.htm)] | | |

| 3.5 | | | | | | [Certificate of Incorporation of CDW Finance Corporation, previously filed as Exhibit 3.5 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex35.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex35.htm)] | | |

| 3.6 | | | | | | [Amended and Restated By-Laws of CDW Finance Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 10-Q filed on May 8, 2015 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205715000041/cdw-2015331x10qxex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205715000041/cdw-2015331x10qxex31.htm)] | | |

| 3.7 | | | | | | [Articles of Organization of CDW Technologies LLC, previously filed as Exhibit 3.7 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex37.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex37.htm)] | | |

| 3.8 | | | | | | [Operating Agreement of CDW Technologies LLC, previously filed as Exhibit 3.8 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex38.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205716000057/cdw-20151231x10kxex38.htm)] | | |

| 3.9 | | | | | | [Articles of Organization of CDW Direct, LLC, previously filed as Exhibit 3.9 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex39.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex39.htm)] | | |

| 3.10 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW Direct, LLC, previously filed as Exhibit 3.10 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex310.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex310.htm)] | | |

| 3.11 | | | | | | [Articles of Organization of CDW Government LLC, previously filed as Exhibit 3.11 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex311.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex311.htm)] | | |

| 3.12 | | | | | | [Amended and Restated Limited Liability Company Agreement of CDW Government LLC, previously filed as Exhibit 3.12 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex312.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312510205804/dex312.htm)] | | |

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

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

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

| [removed: 4.1] [added: 10.23§] | | | | | | [removed: [Description of CDW Corporation’s Common Stock,] [added: [CDW Director Deferred Compensation Plan,] previously filed as Exhibit [removed: 4.1] [added: 10.23] with CDW Corporation’s Form 10-K filed on February 28, 2022 and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000140205722000020/cdw-20211231x10kxex1023.htm)] | | |

| 4.2 | | | | | | [Specimen Common Stock Certificate, previously filed as Exhibit 4.1 with CDW Corporation’s Amendment No. 3 to Form S-1 filed on June 25, 2013 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312513269782/d501911dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312513269782/d501911dex41.htm)] | | |

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

| 4.4 | | | | | | [removed: [First] [added: [Fourth] Supplemental Indenture, dated as of [removed: December 1, 2014,] [added: September 26, 2019,] by and among 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 [removed: December 1, 2014] [added: September 26, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] | | |

| 4.5 | | | | | | [Form of [removed: 5.5%] [added: 4.250%] Senior Note (included as Exhibit A to Exhibit [removed: 4.4),] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[4](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)[)] previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on [removed: December 1, 2014] [added: September 26, 2019] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312514428723/d827270dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] | | |

| 4.6 | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: September 26, 2019,] [added: April 21, 2020,] by and among 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 [removed: September 26, 2019] [added: April 21, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] | | |

| 4.7 | | | | | | [Form of [removed: 4.250%] [added: 4.125%] Senior Note (included as Exhibit A to Exhibit [removed: 4.6)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)[),] previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on [removed: September 26, 2019] [added: April 21, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312519256068/d807160dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] | | |

| 4.8 | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: April 21,] [added: August 13,] 2020, by and among 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 [removed: April 21,] [added: August 13,] 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)] | | |

| 4.9 | | | | | | [Form of [removed: 4.125%] [added: 3.25%] Senior Note (included as Exhibit A to Exhibit [removed: 4.8),] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)[),] previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on [removed: April 21,] [added: August 13,] 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520113611/d896371dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)] | | |

| 4.10 | | | | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated as of [removed: August 13, 2020,] [added: December 1, 2021,] by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank National [removed: Association as trustee,] [added: Association,] previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on [removed: August 13, 2020] [added: December 1, 2021] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] | | |

| [removed: 4.11] [added: 4.24] | | | | | | [Form of [removed: 3.25%] [added: 5.100%] Senior Note (included as Exhibit A to Exhibit [removed: 4.10),] [added: 4.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)[),] previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on August [removed: 13, 2020] [added: 22, 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312520219159/d82287dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)] | | |

| 4.12 | | | | | | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank National Association, previously filed as Exhibit [removed: 4.2] [added: 4.4] with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)] | | |

| [removed: 4.13] [added: 4.11] | | | | | | [Form of 2.670% Senior Note (included as Exhibit A to Exhibit [removed: 4.12)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)[)] previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex42.htm)] | | |

| 4.14 | | | | | | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank National Association, previously filed as Exhibit [removed: 4.4] [added: 4.6] with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] | | |

| [removed: 4.15] [added: 4.13] | | | | | | [Form of 3.276% Senior Note (included as Exhibit A to Exhibit [removed: 4.14)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[2](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm)[)] previously filed as Exhibit 4.5 with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex44.htm) | | |

| [removed: 4.16] [added: 4.23] | | | | | | [removed: [Ninth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: December 1, 2021,] [added: August 22, 2024,] by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association as trustee,] previously filed as Exhibit [removed: 4.6] [added: 4.2] with CDW Corporation’s Form 8-K filed on [removed: December 1, 2021] [added: August 22, 2024] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex42.htm)] | | |

| [removed: 4.17] [added: 4.15] | | | | | | [Form of 3.569% Senior Note (included as Exhibit A to Exhibit [removed: 4.16)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[4](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)[)] previously filed as Exhibit 4.7 with CDW Corporation’s Form 8-K filed on December 1, 2021 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312521345306/d236038dex46.htm)] | | |

| 3.26* | | | | | | [Certificate of Incorporation of Mission Cloud Services, Inc.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10xkxex326.htm) | | |

| 3.27* | | | | | | [Amended and Restated Bylaws of Mission Cloud Services, Inc.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10xkxex327.htm) | | |

| 4.1* | | | | | | [Description of CDW Corporation’s Common Stock](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex41.htm) | | |

| 4.16* | | | | | | [Eleventh Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex416.htm) | | |

| 4.17* | | | | | | [Twelfth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex417.htm) | | |

| 4.18* | | | | | | [Thirteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex418.htm) | | |

| 4.19* | | | | | | [Fourteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex419.htm) | | |

| 4.20* | | | | | | [Fifteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex420.htm) | | |

| 4.21* | | | | | | [Sixteenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex421.htm) | | |

| 4.22* | | | | | | [Seventeenth Supplemental Indenture, dated as of January 31, 2022, by and among SCS Holdings I, LLC, Sirius Computer Solutions, LLC, Sirius Federal, LLC, Sirius Computer Solutions Financial Services, LLC and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex422.htm) | | |

| 4.25 | | | | | | [Nineteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto and U.S. Bank Trust Company, National Association as trustee, previously filed as Exhibit 4.4 with CDW Corporation’s Form 8-K filed on August 22, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1402057/000119312524205368/d889758dex44.htm) | | |

| 4.27* | | | | | | [Twentieth Supplemental Indenture, dated as of January 27, 2025, by and between Mission Cloud Services, Inc. and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1402057/000140205725000018/cdw-20241231x10kxex427.htm) | | |

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| 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, 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) | | |

| 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) | | |

| Date: | | | February [removed: 26, 2024] [added: 21, 2025] | | | | | | By: | | | /s/ Christine A. Leahy | | |

| /s/ Christine A. Leahy | | | | | | Chair, President and Chief Executive Officer (principal executive officer) and Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Albert J. Miralles | | | | | | [removed: Senior Vice President and] Chief Financial Officer [added: and Senior Vice President, Enterprise Business Operations] (principal financial officer) | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Peter R. Locy | | | | | | Vice President, Controller and Chief Accounting Officer (principal accounting officer) | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Virginia C. Addicott | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ James A. Bell | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Lynda M. Clarizio | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Anthony R. Foxx | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Kelly J. Grier | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Marc E. Jones | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Sanjay Mehrotra | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ David W. Nelms | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Joseph R. Swedish | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |

| /s/ Donna F. Zarcone | | | | | | Director | | | | | | February [removed: 26, 2024] [added: 21, 2025] | | |