Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35985

cdw-20220930_g1.gif

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware26-0273989
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
75 Tri-State International
Lincolnshire, Illinois60069
(Address of principal executive offices)(Zip Code)

(847) 465-6000

(Registrant’s telephone number, including area code)

None

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCDWNasdaq Global Select Market

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 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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of October 28, 2022, there were 135,390,982 shares of common stock, $0.01 par value, outstanding.

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

Page
PART IFINANCIAL INFORMATION
Item 1.Financial Statements:
Consolidated Balance Sheets as of September 30, 2022 and December 31, 20213
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 20214
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 20215
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 20216
Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 20217
Notes to Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk38
Item 4.Controls and Procedures38
PART IIOTHER INFORMATION
Item 1.Legal Proceedings39
Item 1A.Risk Factors39
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds39
Item 3.Defaults Upon Senior Securities39
Item 4.Mine Safety Disclosures39
Item 5.Other Information39
Item 6.Exhibits40
SIGNATURES41

PART I—FINANCIAL INFORMATION

Next: Item 1. Financial Statements