Item 15. Exhibits and Financial Statement Schedules

22K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

(a)Financial Statements and Schedules

The following documents are filed as part of this report:

(1)Consolidated Financial Statements:


			Page

Report of Independent Registered Public Accounting Firm			41
Consolidated Balance Sheets as of December 31, 202 5 and 202 4			43
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023			44
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023			45
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023			46
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023			47
Notes to Consolidated Financial Statements			48

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto.

(b)Exhibits


		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	Exhibit	Filing Date	Filed Herewith
3.1	Seventh Amended and Restated Certificate of Incorporation of CDW Corporation	8-K	3.1	5/22/2023
3.2	Amended and Restated Bylaws of CDW Corporation	8-K	3.1	12/18/2024
4.1	Description of CDW Corporation’s Common Stock				X
4.2	Specimen Common Stock Certificate	S-1/A	4.1	6/25/2013
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	8-K	4.1	12/1/2014
4.4	Fourth Supplemental Indenture, dated as of 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	8-K	4.2	9/26/2019
4.5	Form of 4.250% Senior Note (included as Exhibit A to Exhibit 4.4)	8-K	4.2	9/26/2019
4.6	Sixth Supplemental Indenture , dated as of 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	8-K	4.2	8/13/2020
4.7	Form of 3.25% Senior Note (included as Exhibit A to Exhibit 4.6 )	8-K	4.2	8/13/2020
4.8	Seventh 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 as trustee	8-K	4.2	12/1/2021
4.9	Form of 2.670% Senior Note (included as Exhibit A to Exhibit 4.8 )	8-K	4.2	12/1/2021
4.10	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 as trustee	8-K	4.4	12/1/2021
4.11	Form of 3.276% Senior Note (included as Exhibit A to Exhibit 4.1 0 )	8-K	4.4	12/1/2021


4.12	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 as trustee	8-K	4.6	12/1/2021
4.13	Form of 3.569% Senior Note (included as Exhibit A to Exhibit 4.1 2 )	8-K	4.6	12/1/2021
4.14	Eighteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank Trust Company, National Association as trustee	8-K	4.2	8/22/2024
4.15	Form of 5.100% Senior Note (included as Exhibit A to Exhibit 4.14 )	8-K	4.2	8/22/2024
4.16	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	8-K	4.4	8/22/2024
4.17	Form of 5.550% Senior Note (included as Exhibit A to Exhibit 4.16 )	8-K	4.4	8/22/2024
10.1	Credit Agreement, dated as of December 17, 2025, by and among CDW LLC, CDW Finance Holdings Limited, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint lead arrangers, joint bookrunners, co-syndication agents, and co-documentation agents party thereto	8-K	10.1	12/23/2025
10.2**	Form of Compensation Protection Agreement effective 2023-2025	8-K	10.1	11/14/2022
10.3**	Form of Compensation Protection Agreement effective 2026-2028	8-K	10.2	12/23/2025
10.4**	Form of Indemnification Agreement by and between CDW Corporation and its directors and executive officers	S-1	10.32	6/14/2013
10.5**	CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, 2020	10-Q	10.1	8/5/2020
10.6**	CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan	8-K	10.1	5/19/2016
10.7**	CDW Corporation 2021 Long-Term Incentive Plan	8-K	10.1	5/21/2021
10.8**	Form of Stock Option Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan	10-K	10.22	3/1/2017
10.9**	Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 202 3	10-K	10.14	2/28/2022
10.10**	Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, 2023	10-K	10.13	2/24/2023
10.11**	Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 2023	10-K	10.17	2/28/2022
10.12**	Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, 2023 and prior to March 5, 2025	10-K	10.16	2/24/2023
10.13**	Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to March 5, 2025	10-K	10.19	2/24/2023
10.14**	Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026	10-K	10.20	2/24/2023
10.15**	Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026	10-Q	10.1	5/3/2023
10.16**	CDW LLC Nonqualified Deferred Compensation Plan	10-Q	10.3	8/4/2021
10.17**	First Amendment to the CDW LLC Nonqualified Deferred Compensation Plan	10-Q	10.2	5/3/2023


10.18**	CDW Director Deferred Compensation Plan	10-K	10.23	2/28/2022
10.19**	Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025	10-Q	10.1	5/7/2025
10.20**	Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025	10-Q	10.2	5/7/2025
10.21**	Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025	10-Q	10.3	5/7/2025
10.22**	Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025	10-Q	10.4	5/7/2025
10.23**	Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned prior to January 1, 2026	10-Q	10.5	5/7/2025
10.24**	Letter of Understanding, dated as of October 27, 2025, by and among CDW Corporation, CDW LLC, and Sona Chawla				X
10.25**	Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026				X
10.26**	Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026				X
10.27**	Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned on or after January 1, 2026				X
19	CDW Corporation Policy on Insider Trading	10-K	19.1	2/21/2025
21	List of subsidiaries				X
22	List of Issuer and Guarantor subsidiaries				X
23	Consent of Ernst & Young LLP				X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934				X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934				X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350
97**	CDW Corporation Restatement Disgorgement Policy	10-K	97.1	2/26/2024
101.INS	XBRL Instance Document				X
101.SCH	Inline XBRL Taxonomy Extension Schema Document				X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

These items are furnished and not filed.

** A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary