Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “us,” “the Company,” “our,” “CDW” and similar terms refer to CDW Corporation and its subsidiaries. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” at the end of this discussion.

Overview

CDW Corporation, a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in the US, the UK and Canada. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience and security.

We are vendor, technology and consumption model “agnostic”, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual and cloud-based environments through approximately 10,000 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software publishers and cloud providers (collectively, our “vendor partners”), whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise and extensive customer access.

On December 1, 2021, we completed the acquisition of Sirius Computer Solutions, Inc. (“Sirius”). The aggregate consideration paid, net of cash acquired, at the closing of the acquisition was approximately $2.4 billion. 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 our breadth and depth of services and solutions offerings.

We have three reportable segments, Corporate, Small Business and Public. Our Corporate segment primarily serves US private sector business customers with more than 250 employees. Our Small Business segment primarily serves US private sector business customers with up to 250 employees. Our Public segment is comprised of government agencies and education and healthcare institutions in the US. We also have two other operating segments: CDW UK and CDW Canada, each of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”). The financial results of Sirius have been included in our Consolidated Financial Statements beginning on the acquisition date. These amounts are presented within the Corporate, Small Business and Public reportable segments.

We may sell all or only select products that our vendor partners offer. Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to helping our customers determine the best software solutions for their needs, we help them manage their software agreements, including warranties and renewals. A significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising programs with our vendor partners. These programs are at the discretion of our vendor partners and are typically tied to sales or other commitments to be met by us within a specified period of time.

Trends and Key Factors Affecting our Financial Performance

We believe the following key factors may have a meaningful impact on our business performance, influencing our ability to generate sales and achieve our targeted financial and operating results:

General economic conditions are a key factor affecting our results as they can impact our customers’ willingness to spend on information technology. Macroeconomic uncertainty persists as a result of the continued rate of inflation and the corresponding increase in interest rates driven by monetary policy. Additionally, social and geopolitical factors such as resurgences of COVID-19, changes in government administration and laws and the ongoing military conflict between Russia and Ukraine have resulted in business volatility and disruption, including supply constraints reflected in component availability and labor and logistical disruptions. The enhanced uncertainty in the current environment may result in a delay or pause on investments in technology by our customers.
Customers’ top priorities continue to be digital transformation, security, hybrid and cloud solutions and end point solutions as hybrid environments become the accepted work model and drive demand for remote collaboration and work-and-learn-from-anywhere capabilities. We have orchestrated solutions by leveraging client devices, accessories, collaboration tools, security, software and hybrid and cloud offerings to help customers build these capabilities and achieve their objectives.
Changes in spending policies, budget priorities and funding levels, including current and future stimulus packages, are key factors influencing the purchasing levels of Government, Healthcare and Education customers. As the duration and ongoing economic impacts of the COVID-19 pandemic remain uncertain, current and future budget priorities and funding levels for Government, Healthcare and Education customers may be adversely affected.
Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing IT securely. These trends are driving customer adoption of solutions such as those delivered via cloud, software defined architectures and hybrid on-premise and off-premise combinations, as well as the evolution of the IT consumption model to more “as a service” offerings, including software as a service and infrastructure as a service, in addition to ongoing managed and professional service arrangements. Technology trends are likely to change as customers prioritize the projects that produce the most important outcomes for their operations.

Key Business Metrics

We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin, Net income, Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, Net sales growth on a constant currency basis, Net income per diluted share, Non-GAAP net income per diluted share, free cash flow, return on working capital, Cash and cash equivalents, net working capital, cash conversion cycle and debt levels including available credit. These measures and ratios are closely monitored by management, so that actions can be taken, as necessary, in order to achieve financial objectives.

In this section, we discuss Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis, which are non-GAAP financial measures.

We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. 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. For the definitions of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis and reconciliations to the most directly comparable US GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”

Third Quarter Overview

The results of certain key business metrics are as follows:


	Three Months Ended September 30,
(dollars in millions)	2022		2021
Net sales	$	6,215.5	$	5,300.0
Gross profit	1,233.2		914.9
Operating income	466.4		386.4
Net income	297.8		266.6
Non-GAAP operating income	549.0		435.1
Non-GAAP net income	357.0		298.0
Average daily sales(1)	97.1		82.8
Net debt(2)	5,773.2		3,821.1
Cash conversion cycle (in days)(3)	18		25

(1) There were 64 selling days for both the three months ended September 30, 2022 and 2021.

(2) Defined as Total debt minus Cash and cash equivalents.

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

Results of Operations

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Results of operations, in dollars and as a percentage of Net sales, are as follows:


	Three Months Ended September 30,
	2022				2021
	Dollars in Millions		Percentage of Net Sales		Dollars in Millions		Percentage of Net Sales
Net sales	$	6,215.5	100.0	%	$	5,300.0	100.0	%
Cost of sales	4,982.3		80.2		4,385.1		82.7
Gross profit	1,233.2		19.8		914.9		17.3
Selling and administrative expenses	766.8		12.3		528.5		10.0
Operating income	466.4		7.5		386.4		7.3
Interest expense, net	(62.6)		(1.0)		(36.4)		(0.7)
Other (expense) income, net	(4.8)		(0.1)		0.4		—
Income before income taxes	399.0		6.4		350.4		6.6
Income tax expense	(101.2)		(1.6)		(83.8)		(1.6)
Net income	$	297.8	4.8	%	$	266.6	5.0	%

Net sales

Total Net sales for the three months ended September 30, 2022 increased $916 million, or 17.3%, to $6,216 million, compared to the three months ended September 30, 2021. Net sales growth was driven by all operating segments. For additional information, see the “Segment Results of Operations” below.

Gross profit

Gross profit increased $318 million, or 34.8%, to $1,233 million for the three months ended September 30, 2022, compared to $915 million for the three months ended September 30, 2021. As a percentage of Net sales, Gross profit margin increased 250 basis points to 19.8% for the three months ended September 30, 2022. The increase in Gross profit margin was primarily driven by more favorable product mix and rate and higher mix of netted down revenue, as well as increased Net sales and margins on services as a result of the recent business acquisitions.

Selling and administrative expenses

Selling and administrative expenses increased $238 million, or 45.1%, to $767 million for the three months ended September 30, 2022, compared to $529 million for the three months ended September 30, 2021. The increase was primarily driven by higher payroll consistent with higher Gross profit and higher coworker count, including the impact of the acquisition of Sirius, as well as higher intangible asset amortization and integration expenses from the acquisition of Sirius.

Operating income

Operating income was $466 million for the three months ended September 30, 2022, an increase of $80 million, or 20.7%, compared to $386 million for the three months ended September 30, 2021. Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization and integration expenses from the acquisition of Sirius.

Interest expense, net

Interest expense, net for the three months ended September 30, 2022 was $63 million, an increase of $26 million compared to $36 million for the three months ended September 30, 2021. This increase was primarily driven by additional interest expense from the $2.5 billion aggregate principal amount of unsecured senior notes issued on December 1, 2021, the net proceeds of which were used to fund the acquisition of Sirius.

Income tax expense

Income tax expense was $101 million and $84 million for the three months ended September 30, 2022 and 2021, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 25.4% and 23.9% for the three months ended September 30, 2022 and 2021, respectively.

The higher effective tax rate for the three months ended September 30, 2022 as compared to the same period in the prior year was primarily attributable to higher non-deductible expenses and lower excess tax benefits on equity-based compensation.

Segment Results of Operations

Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales are as follows:


	Three Months Ended September 30,
	2022				2021
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change(1)
Corporate	$	2,577.8	41.5	%	$	2,067.3	39.0	%	$	510.5	24.7	%

Small Business	491.2		7.9		467.1		8.8		24.1		5.2

Public:
Government	788.4		12.7		568.8		10.7		219.6		38.6
Education	1,021.1		16.4		1,103.6		20.8		(82.5)		(7.5)
Healthcare	614.8		9.9		481.5		9.1		133.3		27.7
Total Public	2,424.3		39.0		2,153.9		40.6		270.4		12.6

Other	722.2		11.6		611.7		11.6		110.5		18.1

Total Net sales	$	6,215.5	100.0	%	$	5,300.0	100.0	%	$	915.5	17.3	%

(1)There were 64 selling days for both the three months ended September 30, 2022 and 2021.

Operating income by segment, in dollars and as a percentage of total Net sales, and the year-over-year percentage change are as follows:


	Three Months Ended September 30,
	2022				2021
	Dollars in Millions		Operating Margin		Dollars in Millions		Operating Margin		Percent Change in Operating Income
Segments:(1)
Corporate	$	203.3	7.9	%	$	186.0	9.0	%	9.3	%
Small Business	47.0		9.6		41.4		8.9		13.5
Public	234.0		9.7		178.7		8.3		30.9
Other(2)	32.3		4.5		21.9		3.6		47.5
Headquarters(3)	(50.2)		nm*		(41.6)		nm*		20.7
Total Operating income	$	466.4	7.5	%	$	386.4	7.3	%	20.7	%

Not meaningful

(1)Segment operating income includes the segment’s direct operating income, allocations for certain Headquarters’ costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

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

(3)Includes Headquarters’ function costs that are not allocated to the segments.

Corporate

Corporate segment Net sales for the three months ended September 30, 2022 increased $511 million, or 24.7%, compared to the three months ended September 30, 2021. This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by customers’ priorities on digital transformation and continued focus on a hybrid work model. These factors resulted in higher Net sales across various categories, including netcomm products, services, software, enterprise storage and notebooks/mobile devices.

Corporate segment Operating income was $203 million for the three months ended September 30, 2022, an increase of $17 million, or 9.3%, compared to $186 million for the three months ended September 30, 2021. Corporate segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization from the acquisition of Sirius.

Small Business

Small Business segment Net sales for the three months ended September 30, 2022 increased $24 million, or 5.2%, compared to the three months ended September 30, 2021. This increase in Net sales was primarily driven by customers’ priorities on digital transformation, resulting in higher Net sales in services, software and notebooks/mobile devices.

Small Business segment Operating income was $47 million for the three months ended September 30, 2022, an increase of $6 million, or 13.5%, compared to $41 million for the three months ended September 30, 2021. Small Business segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

Public

Public segment Net sales for the three months ended September 30, 2022 increased $270 million, or 12.6%, compared to the three months ended September 30, 2021. This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by Government and Healthcare customers. Net sales to Government customers increased 38.6% primarily driven by state and local and federal customers, which resulted in increased Net sales in enterprise storage, netcomm products, services and software. Net sales to Healthcare customers increased by 27.7% primarily due to continued focus on digital transformation to enhance patient experiences, which resulted in increased Net sales in various product categories. These

increases were partially offset by decreased Net sales to Education customers of 7.5% primarily driven by decreased Net sales in notebooks/mobile devices with K-12 customers.

Public segment Operating income was $234 million for the three months ended September 30, 2022, an increase of $55 million, or 30.9%, compared to $179 million for the three months ended September 30, 2021. Public segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization from the acquisition of Sirius.

Other

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the three months ended September 30, 2022 increased $111 million, or 18.1%, compared to the three months ended September 30, 2021. This increase was driven by both our UK and Canadian operations as customers continued to focus on digital transformation, resulting in increased Net sales in software, notebooks/mobile devices and netcomm products.

Other Operating income was $32 million for the three months ended September 30, 2022, an increase of $10 million, or 47.5%, compared to $22 million for the three months ended September 30, 2021. Other Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

Non-GAAP Financial Measure Reconciliations

We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis for the three months ended September 30, 2022 and 2021 below.

Non-GAAP operating income excludes, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, and acquisition and integration expenses. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP income before income taxes and Non-GAAP net income exclude, among other things, charges related to acquisition-related intangible asset amortization, equity-based compensation, acquisition and integration expenses, and the associated tax effects of each. Net sales growth on a constant currency basis is defined as Net sales growth excluding the impact of foreign currency translation on Net sales compared to the prior period.

Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial condition that either 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. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Non-GAAP operating income and Non-GAAP operating income margin


	Three Months Ended September 30,
(dollars in millions)	2022			2021			% Change
Operating income, as reported	$	466.4		$	386.4		20.7	%
Amortization of intangibles(1)	44.8			24.6
Equity-based compensation	26.8			16.9
Acquisition and integration expenses	9.7			6.1
Other adjustments	1.3			1.1
Non-GAAP operating income	$	549.0		$	435.1		26.2	%
Non-GAAP operating income margin	8.8		%	8.2		%

(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

Non-GAAP income before income taxes and Non-GAAP net income


	Three Months Ended September 30,
	2022						2021
(dollars in millions)	Income before income taxes		Income tax expense(1)		Net income		Income before income taxes		Income tax expense(1)		Net income		Net Income % Change
As reported	$	399.0	$	(101.2)	$	297.8	$	350.4	$	(83.8)	$	266.6	11.7	%

Amortization of intangibles(2)	44.8		(12.6)		32.2		24.6		(6.2)		18.4
Equity-based compensation	26.8		(8.1)		18.7		16.9		(9.3)		7.6
Acquisition and integration expenses	9.7		(2.6)		7.1		6.1		(1.5)		4.6
Other adjustments	1.3		(0.1)		1.2		1.1		(0.3)		0.8
Non-GAAP	$	481.6	$	(124.6)	$	357.0	$	399.1	$	(101.1)	$	298.0	19.8	%

(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.

(2)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

Net sales growth on a constant currency basis


	Three Months Ended September 30,
(dollars in millions)	2022		2021		% Change(1)
Net sales, as reported	$	6,215.5	$	5,300.0	17.3	%
Foreign currency translation(2)	—		(63.8)
Net sales, on a constant currency basis	$	6,215.5	$	5,236.2	18.7	%

(1)There were 64 selling days for both the three months ended September 30, 2022 and 2021.

(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable for the three months ended September 30, 2022.

Nine Months Overview

The results of certain key business metrics are as follows:


	Nine Months Ended September 30,
(dollars in millions)	2022		2021
Net sales	$	18,310.4	$	15,283.9
Gross profit	3,505.5		2,592.9
Operating income	1,288.6		1,079.7
Net income	827.3		773.3
Non-GAAP operating income	1,527.4		1,220.9
Non-GAAP net income	998.0		833.5
Average daily sales(1)	95.9		80.0
Net debt(2)	5,773.2		3,821.1
Cash conversion cycle (in days)(3)	18		25

(1) There were 191 selling days for both the nine months ended September 30, 2022 and 2021.

(2) Defined as Total debt minus Cash and cash equivalents.

Results of Operations

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Results of operations, in dollars and as a percentage of Net sales, are as follows:


	Nine Months Ended September 30,
	2022				2021
	Dollars in Millions		Percentage of Net Sales		Dollars in Millions		Percentage of Net Sales
Net sales	$	18,310.4	100.0	%	$	15,283.9	100.0	%
Cost of sales	14,804.9		80.9		12,691.0		83.0
Gross profit	3,505.5		19.1		2,592.9		17.0
Selling and administrative expenses	2,216.9		12.1		1,513.2		9.9
Operating income	1,288.6		7.0		1,079.7		7.1
Interest expense, net	(176.3)		(1.0)		(107.5)		(0.7)
Other (expense) income, net	(5.7)		—		38.3		0.3
Income before income taxes	1,106.6		6.0		1,010.5		6.7
Income tax expense	(279.3)		(1.5)		(237.2)		(1.6)
Net income	$	827.3	4.5	%	$	773.3	5.1	%

Net sales

Total Net sales for the nine months ended September 30, 2022 increased $3,027 million, or 19.8%, to $18,310 million compared to the nine months ended September 30, 2021. The Net sales growth was driven by all operating segments. For additional information, see the “Segment Results of Operations” below.

Gross profit

Gross profit increased $913 million, or 35.2%, to $3,506 million for the nine months ended September 30, 2022, compared to $2,593 million for the nine months ended September 30, 2021. As a percentage of Net sales, Gross profit margin increased 210 basis points to 19.1% for the nine months ended September 30, 2022. The increase in Gross profit margin was primarily driven

by more favorable product mix and rate and higher mix of netted down revenue, as well as increased Net sales and margins on professional services as a result of the recent business acquisitions.

Selling and administrative expenses

Selling and administrative expenses increased $704 million, or 46.5%, to $2,217 million for the nine months ended September 30, 2022, compared to $1,513 million for the nine months ended September 30, 2021. The increase was primarily driven by higher payroll consistent with higher Gross profit and higher coworker count, including the impact of the acquisition of Sirius, as well as higher intangible asset amortization and integration expenses from the acquisition of Sirius.

Operating income

Operating income was $1,289 million for the nine months ended September 30, 2022, an increase of $209 million, or 19.3%, compared to $1,080 million for the nine months ended September 30, 2021. Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization and integration expenses from the acquisition of Sirius.

Interest expense, net

Interest expense, net, for the nine months ended September 30, 2022 was $176 million, an increase of $69 million compared to $108 million for the nine months ended September 30, 2021. This increase was primarily driven by additional interest expense from the $2.5 billion aggregate principal amount of unsecured senior notes issued on December 1, 2021, the net proceeds of which were used to fund the acquisition of Sirius.

Income tax expense

Income tax expense was $279 million and $237 million for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 25.2% and 23.5% for the nine months ended September 30, 2022 and 2021, respectively.

The higher effective tax rate for the nine months ended September 30, 2022 as compared to the same period in the prior year was primarily attributable to lower excess tax benefits on equity-based compensation and higher non-deductible expenses, partially offset by a prior year discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023.

Segment Results of Operations

Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales are as follows:


	Nine Months Ended September 30,
	2022				2021
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change(1)
Corporate	$	7,866.1	43.0	%	$	5,856.2	38.3	%	$	2,009.9	34.3	%

Small Business	1,515.2		8.3		1,382.7		9.0		132.5		9.6

Public:
Government	1,941.8		10.6		1,598.3		10.5		343.5		21.5
Education	2,965.2		16.2		3,159.0		20.7		(193.8)		(6.1)
Healthcare	1,793.3		9.8		1,399.0		9.2		394.3		28.2
Total Public	6,700.3		36.6		6,156.3		40.4		544.0		8.8

Other	2,228.8		12.1		1,888.7		12.3		340.1		18.0

Total Net sales	$	18,310.4	100.0	%	$	15,283.9	100.0	%	$	3,026.5	19.8	%

(1)There were 191 selling days for both the nine months ended September 30, 2022 and 2021.

Operating income by segment, in dollars and as a percentage of total Net sales, and the year-over-year percentage change are as follows:


	Nine Months Ended September 30,
	2022				2021
	Dollars in Millions		Operating Margin		Dollars in Millions		Operating Margin		Percent Change in Operating Income
Segments:(1)
Corporate	$	644.5	8.2	%	$	522.6	8.9	%	23.3	%
Small Business	140.7		9.3		128.2		9.3		9.8
Public	553.0		8.3		468.7		7.6		18.0
Other(2)	96.8		4.3		73.3		3.9		32.1
Headquarters(3)	(146.4)		nm*		(113.1)		nm*		29.4
Total Operating income	$	1,288.6	7.0	%	$	1,079.7	7.1	%	19.3	%

Not meaningful

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

(3)Includes Headquarters’ function costs that are not allocated to the segments.

Corporate

Corporate segment Net sales for the nine months ended September 30, 2022 increased $2,010 million, or 34.3%, compared to the nine months ended September 30, 2021. This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by customers’ priorities on digital transformation and continued focus on a hybrid work model. These factors resulted in higher Net sales across various categories, including notebooks/mobile devices, netcomm products, video, enterprise storage, software and services.

Corporate segment Operating income was $645 million for the nine months ended September 30, 2022, an increase of $122 million, or 23.3%, compared to $523 million for the nine months ended September 30, 2021. Corporate segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization from the acquisition of Sirius.

Small Business

Small Business segment Net sales for the nine months ended September 30, 2022 increased $133 million, or 9.6%, compared to the nine months ended September 30, 2021. This increase was primarily driven by customers’ priorities on digital transformation, resulting in increased Net sales in notebooks/mobile devices, software and services.

Small Business segment Operating income was $141 million for the nine months ended September 30, 2022, an increase of $13 million, or 9.8%, compared to $128 million for the nine months ended September 30, 2021. Small Business segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

Public

Public segment Net sales for the nine months ended September 30, 2022 increased $544 million, or 8.8%, compared to the nine months ended September 30, 2021. This increase in Net sales, which also included the contribution from the acquisition of Sirius, was primarily driven by Healthcare and Government customers. Net sales to Healthcare customers increased by 28.2% primarily due to continued focus in digital transformation to enhance patient experiences, which resulted in increased Net sales in software and services. Net sales to Government customers increased 21.5% primarily driven by state and local customers, which resulted in increased Net sales in services and netcomm products. These increases were partially offset by decreased Net sales to Education customers of 6.1% primarily driven by decreased Net sales in notebooks/mobile devices with K-12 customers.

Public segment Operating income was $553 million for the nine months ended September 30, 2022, an increase of $84 million, or 18.0%, compared to $469 million for the nine months ended September 30, 2021. Public segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll and higher intangible asset amortization from the acquisition of Sirius.

Other

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the nine months ended September 30, 2022 increased $340 million, or 18.0%, compared to the nine months ended September 30, 2021. This increase was driven by both our UK and Canadian operations as customers continued to focus on digital transformation, resulting in increased Net sales in notebooks/mobile devices and software.

Operating income was $97 million for the nine months ended September 30, 2022, an increase of $24 million, or 32.1%, compared to $73 million for the nine months ended September 30, 2021. Other Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

Non-GAAP Financial Measure Reconciliations

We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis for the nine months ended September 30, 2022 and 2021 below.

Non-GAAP operating income and Non-GAAP operating income margin


	Nine Months Ended September 30,
(dollars in millions)	2022			2021			% Change
Operating income, as reported	$	1,288.6		$	1,079.7		19.3	%
Amortization of intangibles(1)	126.4			70.6
Equity-based compensation	71.4			53.3
Acquisition and integration expenses	36.3			12.5
Other adjustments	4.7			4.8
Non-GAAP operating income	$	1,527.4		$	1,220.9		25.1	%
Non-GAAP operating income margin	8.3		%	8.0		%

(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

Non-GAAP income before income taxes and Non-GAAP net income


	Nine Months Ended September 30,
	2022						2021
(dollars in millions)	Income before income taxes		Income tax expense(1)		Net income		Income before income taxes		Income tax expense(1)		Net income		Net Income % Change
As reported	$	1,106.6	$	(279.3)	$	827.3	$	1,010.5	$	(237.2)	$	773.3	7.0	%
Gain on sale of equity method investment	—		—		—		(36.0)		8.8		(27.2)
Amortization of intangibles(2)	126.4		(33.8)		92.6		70.6		(13.4)		57.2
Equity-based compensation	71.4		(23.7)		47.7		53.3		(36.3)		17.0

Acquisition and integration expenses	36.3		(9.4)		26.9		12.5		(3.1)		9.4
Other adjustments	4.7		(1.2)		3.5		5.2		(1.4)		3.8
Non-GAAP	$	1,345.4	$	(347.4)	$	998.0	$	1,116.1	$	(282.6)	$	833.5	19.7	%

(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.

(2)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

Net sales growth on a constant currency basis


	Nine Months Ended September 30,
(dollars in millions)	2022		2021		% Change(1)
Net sales, as reported	$	18,310.4	$	15,283.9	19.8	%
Foreign currency translation(2)	—		(125.7)
Net sales, on a constant currency basis	$	18,310.4	$	15,158.2	20.8	%

(1)There were 191 selling days for both the nine months ended September 30, 2022 and 2021.

(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable for the nine months ended September 30, 2022.

Seasonality

While we have not historically experienced significant seasonality throughout the year, sales in our Corporate segment, which primarily serves US private sector business customers with more than 250 employees, have historically been higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year. Additionally, sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers. Since the onset of the COVID-19 pandemic, we have experienced variability compared to historic seasonality trends. Seasonality by channel is expected to continue to be different than historical experience.

Liquidity and Capital Resources

Overview

We finance our operations and capital expenditures with cash from operations and borrowings under our revolving loan facility. As of September 30, 2022, we had $1.1 billion of availability for borrowings under our revolving loan facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes dividend payments, assessment of debt levels, acquisitions and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions and working capital management.

Long-Term Debt and Financing Arrangements

On September 30, 2022, we prepaid $400 million on the Term Loan Facility without penalty. As a result of the prepayment, no additional mandatory payments are required on the remaining principal amount until its maturity date.

As of September 30, 2022, we had total unsecured indebtedness of $6.2 billion. At September 30, 2022, we were in compliance with the covenants under our credit agreements and indentures.

We may from time to time repurchase one or more series of our outstanding unsecured senior notes, depending on market conditions, contractual commitments, our capital needs and other factors. Repurchases of our senior notes may be made by open market or privately negotiated transactions and may be pursuant to Rule 10b5-1 plans or otherwise.

For additional information regarding our debt and refinancing activities, see Note 7 (Debt) to the accompanying Consolidated Financial Statements.

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due. For additional information, see Note 5 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.

Share Repurchase Program

During the nine months ended September 30, 2022, we made no share repurchases. For additional information on our share repurchase program, see “Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.”

Dividends

A summary of 2022 dividend activity for our common stock is as follows:


Dividend Amount	Declaration Date	Record Date	Payment Date
$0.50	February 9, 2022	February 25, 2022	March 10, 2022
$0.50	May 4, 2022	May 25, 2022	June 10, 2022
$0.50	August 3, 2022	August 25, 2022	September 9, 2022

On November 2, 2022, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.59 per share. The dividend will be paid on December 9, 2022 to all stockholders of record as of the close of business on November 25, 2022.

The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant. In addition, our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us, in each case, under the terms of our current and any future agreements governing our indebtedness.

Cash Flows

Cash flows from operating, investing and financing activities are as follows:


	Nine Months Ended September 30,
(dollars in millions)	2022		2021
Net cash provided by:
Operating Activities	$	1,094.0	$	636.7

Investing Activities
Capital expenditures	(97.2)		(66.2)
Acquisitions of businesses, net of cash acquired	(28.0)		(339.7)
Proceeds from sale of equity method investment	—		36.0
Cash flows used in investing activities	(125.2)		(369.9)

Financing Activities
Net change in accounts payable - inventory financing	46.6		(183.7)
Financing payments for revenue generating assets	—		(46.1)
Other cash flows used in financing activities	(877.0)		(1,202.0)
Cash flows used in financing activities	(830.4)		(1,431.8)

Effect of exchange rate changes on cash and cash equivalents	(11.9)		(0.1)
Net increase (decrease) in cash and cash equivalents	$	126.5	$	(1,165.1)

Operating Activities

Cash flows provided by operating activities are as follows:


	Nine Months Ended September 30,
(dollars in millions)	2022		2021		Change
Net income	$	827.3	$	773.3	$	54.0
Adjustments for the impact of non-cash items(1)	296.9		145.9		151.0
Net income adjusted for the impact of non-cash items	1,124.2		919.2		205.0
Changes in assets and liabilities:
Accounts receivable(2)	(156.2)		(323.5)		167.3
Merchandise inventory(3)	(16.1)		(87.5)		71.4
Accounts payable-trade	188.5		179.7		8.8
Other	(46.4)		(51.2)		4.8
Cash flows provided by operating activities	$	1,094.0	$	636.7	$	457.3

(1)Includes items such as depreciation and amortization, deferred income taxes, provision for credit losses and equity-based compensation expense.

(2)The change is primarily due to collection performance.

(3)The change is primarily driven by shipment activity related to customer stocking positions.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average. Components of our cash conversion cycle are as follows:


	September 30,
(in days)	2022	2021
Days of sales outstanding (DSO)(1)	68	61
Days of supply in inventory (DIO)(2)	18	17
Days of purchases outstanding (DPO)(3)	(68)	(53)
Cash conversion cycle	18	25

(1)Represents the rolling three-month average of the balance of Accounts receivable, net at the end of the period, divided by average daily Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.

(2)Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average daily Cost of sales for the same three-month period.

(3)Represents the rolling three-month average of the combined balance of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average daily Cost of sales for the same three-month period.

The cash conversion cycle decreased to 18 days at September 30, 2022, compared to 25 days at September 30, 2021. The overall decrease was impacted by the acquisition of Sirius. In addition, netted down revenue has an unfavorable impact to DSO and a favorable impact to DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis. The increase in DIO was primarily due to a higher stocking position driven by demand.

Investing Activities

Net cash used in investing activities decreased $245 million for the nine months ended September 30, 2022 compared to September 30, 2021. This decrease was primarily due to the acquisitions of Amplified IT LLC and Focal Point Data Risk LLC in 2021, partially offset by increased capital expenditures in 2022 due to increased investment in our information technology systems and proceeds received from the sale of an equity method investment in 2021.

Financing Activities

Net cash used in financing activities decreased $601 million for the nine months ended September 30, 2022 compared to September 30, 2021. This decrease was primarily due to the absence of share repurchases in 2022 and increased volume through our inventory financing arrangements, partially offset by repayments on our senior unsecured term loan facility and net repayments on our revolving loan facility. For additional information regarding the inventory financing agreements and debt activities, see Note 5 (Inventory Financing Agreements) and Note 7 (Debt) to the accompanying Consolidated Financial Statements.

Issuers and Guarantors of Debt Securities

Each series of our outstanding unsecured senior notes (the “Notes”) are issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and are guaranteed by CDW Corporation (“Parent”) and certain of each CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries” and, together with Parent, the “Guarantors”). All guarantees by Parent and the Guarantors are joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries are subject to certain customary release provisions contained in the indentures governing the Notes.

The Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and are:

structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries and;
rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future unsecured senior debt.

The following tables set forth Balance Sheet information as of September 30, 2022 and December 31, 2021, and Statement of Operations information for the nine months ended September 30, 2022 and for the year ended December 31, 2021. The financial information includes the accounts of the Issuers and the accounts of the Guarantors (the “Obligor Group”). The financial information of the Obligor Group is presented on a combined basis and the intercompany balances and transactions between the Obligor Group have been eliminated.

Balance Sheet Information


(dollars in millions)	September 30, 2022		December 31, 2021
Current assets	$	5,989.6	$	4,584.1
Goodwill	3,944.0		2,373.1
Other assets	2,064.4		1,017.3
Total Non-current assets	6,008.4		3,390.4
Current liabilities	4,830.7		3,393.0
Long-term debt	5,997.4		6,534.6
Other liabilities	618.8		562.4
Total Long-term liabilities	6,616.2		7,097.0

Statement of Operations Information


(dollars in millions)	Nine Months Ended September 30, 2022		Year Ended December 31, 2021
Net sales	$	16,004.5	$	17,979.4
Gross profit	3,122.4		3,078.0
Operating income	1,181.0		1,301.9
Net income	747.6		921.3

Commitments and Contingencies

The information set forth in Note 10 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Critical Accounting Policies and Estimates

Our critical accounting policies have not changed from those reported in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Recent Accounting Pronouncements

The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results or events and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report.

These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “goal,” “intend,” “plan,” “potential,” “predict,” “project,” “target” and similar terms and phrases or future or conditional verbs such as “could,” “may,” “should,” “will,” and “would.” However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those that we expected.

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under “Trends and Key Factors Affecting our Financial Performance” above, the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2021 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. These factors include, among others, the COVID-19 pandemic, including resurgences and the emergence of new variants, and actions taken in response thereto and the associated impact on our business, results of operations, cash flows, financial condition and liquidity; inflationary pressures; level of interest rates; CDW’s relationships with vendor partners and terms of their agreements; continued innovations in hardware, software and services by CDW’s vendor partners; substantial competition that could reduce CDW’s market share; the continuing development, maintenance and operation of CDW’s information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to provide high-quality services to CDW’s customers; potential losses of any key personnel, significant increases in labor costs or ineffective workforce management; potential adverse occurrences at one of CDW’s primary facilities or third-party data centers, including as a result of climate change; increases in the cost of commercial delivery services or disruptions of those services; CDW’s exposure to accounts receivable and inventory risks; the potential failure to achieve the anticipated benefits of the acquisition of Sirius in the expected timeframe or at all; future acquisitions or alliances; fluctuations in CDW’s operating results; fluctuations in foreign currency; global and regional economic and political conditions, including impacts of the ongoing military conflict between Russia and Ukraine and related sanctions against Russia; potential interruptions of the flow of products from suppliers; decreases in spending on technology products and services; potential failures to comply with Public segment contracts or applicable laws and regulations; current and future legal proceedings, investigations and audits, including intellectual property infringement claims; changes in laws, including regulations or interpretations thereof, or the potential failure to meet stakeholder expectations on environmental sustainability and corporate responsibility matters; CDW’s level of indebtedness and ability to generate sufficient cash to service such indebtedness; restrictions imposed by agreements relating to CDW’s indebtedness on its operations and liquidity; changes in, or the discontinuation of, CDW’s share repurchase program or dividend payments; and other risk factors or uncertainties identified from time to time in CDW’s filings with the SEC. 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 SEC filings and public communications. You should evaluate all forward-looking statements in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not reflect all of the factors that could cause actual results or events to differ from our expectations. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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