Item 1. Financial Statements

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars and shares in millions, except per share amounts)
			March 31, 2025						December 31, 2024
Assets			(unaudited)
Current assets:
Cash and cash equivalents			$	471.4					$	503.5
Short-term investments			216.7						214.2
Accounts receivable, net of allowance for credit losses of $47.5 and $43.3, respectively			5,334.4						5,135.8
Merchandise inventory			720.2						605.3
Miscellaneous receivables			523.6						509.9
Prepaid expenses and other			385.3						404.4
Total current assets			7,651.6						7,373.1
Operating lease right-of-use assets			112.9						120.2
Property and equipment, net			188.3						192.0
Goodwill			4,636.1						4,620.4
Other intangible assets, net			1,314.2						1,356.6
Accounts receivable and other assets, noncurrent			1,115.4						1,016.1
Total Assets			$	15,018.5					$	14,678.4
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable-trade			$	3,628.4					$	3,381.3
Accounts payable-inventory financing			343.7						355.2
Current maturities of long-term debt			230.6						235.8
Contract liabilities			520.6						491.0
Accrued expenses and other current liabilities:
Compensation			225.8						275.8
Advertising			156.3						137.7
Sales and income taxes			124.2						61.6
Other			551.9						536.0
Total current liabilities			5,781.5						5,474.4
Long-term liabilities:
Debt			5,622.4						5,607.0
Deferred income taxes			155.0						167.4
Operating lease liabilities			140.6						149.1
Accounts payable and other liabilities			995.9						927.8
Total long-term liabilities			6,913.9						6,851.3
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value, 100.0 shares authorized; no shares issued or outstanding for both periods			—						—
Common stock, $0.01 par value, 1,000.0 shares authorized; 131.7 and 132.6 shares outstanding, respectively			1.3						1.3
Paid-in capital			3,866.5						3,834.4
Accumulated deficit			(1,401.8)						(1,322.9)
Accumulated other comprehensive loss			(142.9)						(160.1)
Total stockholders’ equity			2,323.1						2,352.7
Total Liabilities and Stockholders’ Equity			$	15,018.5					$	14,678.4

The accompanying notes are an integral part of the Consolidated Financial Statements.

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars and shares in millions, except per-share amounts) (unaudited)
												Three Months Ended March 31,
																		2025						2024
Net sales																		$	5,199.1					$	4,872.7
Cost of sales																		4,076.8						3,809.4
Gross profit																		1,122.3						1,063.3
Selling and administrative expenses																		760.9						735.3
Operating income																		361.4						328.0
Interest expense, net																		(57.1)						(51.3)
Other expense, net																		(0.3)						(0.1)
Income before income taxes																		304.0						276.6
Income tax expense																		(79.1)						(60.5)
Net income																		$	224.9					$	216.1
Net income per common share:
Basic																		$	1.70					$	1.61
Diluted																		$	1.69					$	1.59
Weighted-average common shares outstanding:
Basic																		132.5						134.4
Diluted																		133.5						136.0

The accompanying notes are an integral part of the Consolidated Financial Statements.

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)
												Three Months Ended March 31,
																		2025						2024
Net income																		$	224.9					$	216.1
Other comprehensive income (loss), net of tax:
Unrealized (loss) gain from cash flow hedge																		(1.8)						1.8
Reclassification of cash flow hedge to net income, net of tax																		0.2						—
Foreign currency translation adjustments																		18.8						(10.6)
Other comprehensive income (loss)																		17.2						(8.8)
Comprehensive income																		$	242.1					$	207.3

The accompanying notes are an integral part of the Consolidated Financial Statements.

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)
						Three Months Ended March 31,
						2025						2024
Cash flows from operating activities:
Net income						$	224.9					$	216.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						74.9						67.3
Equity-based compensation expense						20.5						19.4
Deferred income taxes						(14.1)						(10.0)
Provision for credit losses						8.3						4.2
Other						(1.7)						1.5
Changes in assets and liabilities:
Accounts receivable						(184.5)						253.5
Merchandise inventory						(112.1)						(3.7)
Other assets						(84.2)						(46.0)
Accounts payable-trade						231.5						(138.9)
Other liabilities						123.7						76.6
Net cash provided by operating activities						287.2						440.0
Cash flows from investing activities:
Capital expenditures						(26.9)						(29.5)
Acquisitions of businesses, net of cash acquired						(5.0)						(0.2)
Net cash used in investing activities						(31.9)						(29.7)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility						386.6						—
Repayments of borrowings under revolving credit facility						(386.6)						—
Proceeds from receivable financing liability						14.0						—
Repayments of receivable financing liability						(5.2)						(13.9)
Net change in accounts payable-inventory financing						(11.5)						(46.1)
Repurchases of common stock						(200.1)						(52.1)
Proceeds from stock option exercises						5.9						28.9
Payment of incentive compensation plan withholding taxes						(18.6)						(29.9)
Dividend payments						(82.8)						(83.3)
Other						4.2						3.8
Net cash used in financing activities						(294.1)						(192.6)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash						6.7						(2.6)
Net (decrease) increase in cash, cash equivalents, and restricted cash						(32.1)						215.1
Cash, cash equivalents, and restricted cash—beginning of period**(1)**						507.7						588.7
Cash, cash equivalents, and restricted cash—end of period**(1)**						$	475.6					$	803.8
Supplementary disclosure of cash flow information:
Interest paid						$	(53.9)					$	(22.5)
Income taxes paid, net						$	(18.9)					$	(16.8)

(1)Restricted cash is presented within Prepaid expenses and other on the Consolidated Balance Sheets.

The accompanying notes are an integral part of the Consolidated Financial Statements.

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars and shares in millions) (unaudited)
			Three Months Ended March 31, 2025
			Common Stock
			Shares						Amount						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity
Balance as of December 31, 2024			132.6						$	1.3					$	3,834.4					$	(1,322.9)					$	(160.1)					$	2,352.7
Net income			—						—						—						224.9						—						224.9
Equity-based compensation expense			—						—						20.5						—						—						20.5
Shares issued under equity-based compensation plans			0.2						—						5.9						—						—						5.9
Coworker Stock Purchase Plan			—						—						4.9						—						—						4.9
Repurchases of common stock			(1.1)						—						—						(200.1)						—						(200.1)
Dividends paid ($0.625 per share)			—						—						0.8						(83.6)						—						(82.8)
Incentive compensation plan stock withheld for taxes			—						—						—						(18.6)						—						(18.6)
Unrealized loss from hedge accounting			—						—						—						—						(1.8)						(1.8)
Reclassification of cash flow hedge to net income			—						—						—						—						0.2						0.2
Foreign currency translation and other			—						—						—						(1.5)						18.8						17.3
Balance as of March 31, 2025			131.7						$	1.3					$	3,866.5					$	(1,401.8)					$	(142.9)					$	2,323.1

			Three Months Ended March 31, 2024
			Common Stock
			Shares						Amount						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity
Balance as of December 31, 2023			134.1						$	1.3					$	3,691.3					$	(1,525.5)					$	(124.6)					$	2,042.5
Net income			—						—						—						216.1						—						216.1
Equity-based compensation expense			—						—						19.4						—						—						19.4
Shares issued under equity-based compensation plans			0.5						—						28.9						—						—						28.9
Coworker Stock Purchase Plan			—						—						4.9						—						—						4.9
Repurchases of common stock			(0.2)						—						—						(52.1)						—						(52.1)
Dividends paid ($0.62 per share)			—						—						0.5						(83.8)						—						(83.3)
Incentive compensation plan stock withheld for taxes			—						—						—						(29.9)						—						(29.9)
Unrealized gain from hedge accounting			—						—						—						—						1.8						1.8
Foreign currency translation and other			—						—						—						1.0						(10.6)						(9.6)
Balance as of March 31, 2024			134.4						$	1.3					$	3,745.0					$	(1,474.2)					$	(133.4)					$	2,138.7

The accompanying notes are an integral part of the Consolidated Financial Statements.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW 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 business, government, education and healthcare customers in the United States (“US”), the United Kingdom (“UK”) and Canada. The Company’s 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.

Throughout this report, the terms the “Company” and “CDW” refer to Parent and its subsidiaries.

Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations and does not hold any material assets or engage in any business activities or operations.

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 (the “Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the US Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The presentation of the Consolidated Financial Statements requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company’s financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “December 31, 2024 Consolidated Financial Statements”). The significant accounting policies and estimates used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2024 Consolidated Financial Statements.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

2. Recent Accounting Pronouncements

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). This ASU requires entities to disclose disaggregated information about specific natural expense categories in the notes to the financial statements. The ASU is effective for all public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the ASU will have on its disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact this ASU will have on its disclosures.

3. Acquisitions

Mission Cloud Services, Inc. (“Mission”)

On November 27, 2024, the Company completed its acquisition of Mission through a purchase of all the issued and outstanding equity interests for a base purchase price of $330 million. The purchase price allocation is preliminary and is subject to change during the measurement period, which is not to exceed 12 months from the date of the acquisition. During the three months ended March 31, 2025, there were no material adjustments to the preliminary purchase price allocation.

4. Accounts Receivable and Contract Balances

Accounts Receivable

The following table details the total accounts receivable recognized and the related classification on the Consolidated Balance Sheets:

						March 31, 2025						December 31, 2024
Accounts receivable, current(1)						$	4,454.2					$	4,386.4
Unbilled accounts receivable, current(1)						880.2						749.4
Unbilled accounts receivable, noncurrent(2)						1,002.9						923.0
Total accounts receivable						$	6,337.3					$	6,058.8

(1)Accounts receivable, current and Unbilled accounts receivable, current are presented within Accounts receivable, net of allowance for credit losses on the Consolidated Balance Sheets.

(2)Unbilled accounts receivable, noncurrent is presented net of allowance for credit losses herein and is presented within Accounts receivable and other assets, noncurrent on the Consolidated Balance Sheets.

From time to time, the Company transfers certain accounts receivable, without recourse, to third-party financial companies as a method to reduce the Company’s credit exposure and accelerate cash collections. Such transfers are recognized as a sale and the related accounts receivable are derecognized from the Consolidated Balance Sheet upon receipt of payment from the third-party financing company. During the three months ended March 31, 2025 and 2024, the Company sold approximately $191 million and $93 million of accounts receivable, respectively.

Contract Balances

Contract assets and liabilities represent the difference in the timing of revenue recognition from receipt of cash from customers. Contract assets represent revenue recognized on performance obligations satisfied or partially satisfied for which the Company has no unconditional right to consideration. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The following table details information about the Company’s contract balances recognized on the Consolidated Balance Sheets:

						March 31, 2025						December 31, 2024
Contract assets(1)						$	114.3					$	97.1
Contract liabilities(2)(3)						$	548.3					$	522.3

(1)Contract assets are presented within Prepaid expenses and other on the Consolidated Balance Sheets.

(2)Includes $28 million and $31 million of long-term contract liabilities that are presented within Long-term liabilities - Accounts payable and other liabilities on the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, respectively.

(3)For the three months ended March 31, 2025 and 2024, the Company recognized revenue of $201 million and $175 million related to its contract liabilities that were included in the beginning balance of the respective periods.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

performance obligations as of March 31, 2025 related to non-cancelable services contracts whereby the Company is acting as the principal and the duration is longer than 12 months, which is expected to be recognized over future periods.

						Within 1 Year						Years 1-2						Years 2-3						Thereafter
Remaining performance obligations						$	123.8					$	77.5					$	31.1					$	12.3

5. Inventory Financing Agreements

The Company has entered into agreements with financial institutions to facilitate the purchase of inventory from designated suppliers under certain terms and conditions to enhance liquidity. Under these agreements, the Company receives extended payment terms and agrees to pay the financial institutions a stated amount of confirmed invoices from its designated suppliers. The Company does not incur any interest or other incremental expenses associated with these agreements as balances are paid when they are due. Additionally, the Company has no involvement in establishing the terms or conditions of the arrangements between its suppliers and the financial institutions.

The amounts outstanding under these agreements as of March 31, 2025 and December 31, 2024 were $344 million and $355 million, respectively, and are separately presented as Accounts payable-inventory financing on the Consolidated Balance Sheets. The majority of such outstanding amounts relates to a floorplan sub-facility that is incorporated in the Company’s Revolving Loan Facility, as defined within Note 6 (Debt). A portion of the Company’s availability under the Revolving Loan Facility is reserved to cover the obligation to pay the financial institution. For additional information regarding the Revolving Loan Facility, see Note 6 (Debt).

6. Debt

																		March 31, 2025						December 31, 2024
						Maturity Date						Interest Rate						Amount						Amount
Credit Facility
Senior unsecured revolving loan facility						December 2026						Variable						$	—					$	—
Term Loan
Senior unsecured term loan facility						December 2026						Variable						634.5						634.5
Unsecured Senior Notes
Senior notes due 2025						May 2025						4.125%						211.1						211.1
Senior notes due 2026						December 2026						2.670%						1,000.0						1,000.0
Senior notes due 2028						April 2028						4.250%						600.0						600.0
Senior notes due 2028						December 2028						3.276%						500.0						500.0
Senior notes due 2029						February 2029						3.250%						700.0						700.0
Senior notes due 2030						March 2030						5.100%						600.0						600.0
Senior notes due 2031						December 2031						3.569%						1,000.0						1,000.0
Senior notes due 2034						August 2034						5.550%						600.0						600.0
Total unsecured senior notes																		5,211.1						5,211.1
Receivable financing liability																		30.2						21.2
Other long-term obligations																		8.1						8.8
Unamortized debt issuance costs and discount																		(30.9)						(32.8)
Current maturities of long-term debt																		(230.6)						(235.8)
Total long-term debt																		$	5,622.4					$	5,607.0

As of March 31, 2025, the Company is in compliance with the covenants under its credit agreements and indentures.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Credit Facility

The Company has a variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”) from which it may draw tranches denominated in US dollars, British pounds or Euros. The interest rate is based on Secured Overnight Financing Rate (“SOFR”) plus a spread adjustment and a margin based on the Company’s senior unsecured rating. The Revolving Loan Facility is used by the Company for borrowings, issuances of letters of credit and floorplan financing. As of March 31, 2025, the Company could have borrowed up to an additional $1.3 billion under the Revolving Loan Facility. As of March 31, 2025, the Revolving Loan Facility had $335 million reserved for the floorplan sub-facility.

Term Loan

The senior unsecured term loan facility (the “Term Loan Facility”) has a variable interest rate. The interest rate is based on SOFR plus a spread adjustment and a margin based on the Company’s senior unsecured rating. No mandatory payments are required on the remaining principal amount until its maturity date on December 1, 2026.

Unsecured Senior Notes

The unsecured senior notes have a fixed interest rate, which is paid semi-annually.

Receivable Financing

The receivable financing liability relates to certain accounts receivable transferred to third-party financial institutions that did not qualify as a sale under the terms of the agreements. While the terms of such agreements are on a nonrecourse basis, the transfers of accounts receivable could not achieve certain criteria that would allow derecognition of the accounts receivable. The proceeds from these arrangements are recognized as a liability and the associated accounts receivable remains on the Consolidated Balance Sheet until the liability is settled. During the three months ended March 31, 2025, the Company executed $14 million of transfers under these agreements.

Fair Value

The fair values of the unsecured senior notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets. The fair value of the Term Loan Facility was estimated using dealer quotes and other market observable inputs for comparable liabilities. The unsecured senior notes and Term Loan Facility were classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan Facility approximates fair value.

The approximate fair values and related carrying values of the Company’s long-term debt, including current maturities and excluding unamortized discount and unamortized debt issuance costs, were as follows:

						March 31, 2025						December 31, 2024
Fair value						$	5,666.1					$	5,602.8
Carrying value						$	5,883.9					$	5,875.6

7. Fair Value Measurements and Financial Instruments

Derivative Instruments

The Company may use derivative financial instruments to manage its exposure to interest rate risk. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The following sections detail the Company’s derivative financial instruments.

Interest Rate Collars

The Company’s variable interest rate debt creates interest rate risk. The Company has interest rate collar agreements that provide for a contractually specified interest rate cap and an interest rate floor based on SOFR. The Company receives payment from the counterparty if SOFR is greater than the cap or pays the counterparty if SOFR is below the

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

floor. If SOFR is between the floor and cap, no payment is due to either party. There were no new interest rate collar agreements executed during the three months ended March 31, 2025.

As of March 31, 2025 and December 31, 2024, the interest rate collar agreements were classified within Long-term liabilities - Accounts payable and other liabilities on the Consolidated Balance Sheets for which the fair value was not material. The total notional amount of the interest rate collar agreements was $400 million as of March 31, 2025 and December 31, 2024, and these agreements mature on September 30, 2026.

The fair values of the Company’s interest rate collar agreements are classified as Level 2 in the fair value hierarchy. The valuation of the interest rate collar agreements is derived using a discounted cash flow analysis on the expected cash receipts or cash disbursements that would occur if variable interest rates rise above or fall below the strike rates of the interest rate cap and interest rate floor, respectively. This analysis reflects the contractual terms of the interest rate collar agreements, including the period to maturity, and uses observable market-based inputs, including SOFR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty’s nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third-party credit data provider.

The interest rate collars are designated as cash flow hedges. The changes in the fair value of derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss (“AOCL”) and are subsequently reclassified into Interest expense, net in the period when the hedged forecasted transaction affects earnings. During the three months ended March 31, 2025 and 2024, the changes in fair value for the effective portion of the derivative financial instruments and the reclassification from AOCL to Interest expense, net were not material.

Short-term Investments

Short-term investments, which have a maturity that extends beyond three months but within one year, is comprised of a certificate of deposit. As of March 31, 2025, the amortized cost of the certificate of deposit was $217 million and is classified within Short-term investments on the Consolidated Balance Sheets. The fair value of the short-term investment approximates the carrying value due to its short-term nature and is classified as a Level 2 in the fair value hierarchy.

8. Income Taxes

Income tax expense was $79 million and $61 million for the three months ended March 31, 2025 and 2024, respectively. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.0% and 21.9% for the three months ended March 31, 2025 and 2024, respectively.

The effective income tax rate for the three months ended March 31, 2025 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes. The effective income tax rate for the three months ended March 31, 2024 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.

9. Earnings Per Share

The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period.

A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:

									Three Months Ended March 31,
															2025						2024
Basic weighted-average shares outstanding															132.5						134.4
Effect of dilutive securities(1)															1.0						1.6
Diluted weighted-average shares outstanding(2)															133.5						136.0

(1)The dilutive effect of outstanding stock options, restricted stock units, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

(2)There were fewer than 0.2 million potential common shares excluded from diluted weighted-average shares outstanding for both the three months ended March 31, 2025 and 2024. Inclusion of these common shares in diluted weighted-average shares outstanding would have had an anti-dilutive effect.

10. Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company’s business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.

As of March 31, 2025, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s Consolidated Financial Statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

The Company received a Civil Investigative Demand, issued by the Department of Justice (“DOJ”) on June 11, 2024, in connection with a False Claims Act investigation. 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). The Company is cooperating with the DOJ and, at this stage of the investigation, is unable to assess the probability of any outcome or the range of possible loss, if any.

11. Segment Information

The Company has three reportable segments: Corporate, Small Business, and Public. In addition, there are two other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”). The organizational structure of the Company’s segments is determined based on how the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates performance, allocates resources and manages operations, which is primarily based on customer base. Specifically, the Corporate reportable segment is primarily comprised of private sector business customers with more than 250 employees in the US, the Small Business reportable segment is primarily comprised of private sector business customers with up to 250 employees in the US, and the Public reportable segment is comprised of government agencies and education and healthcare institutions in the US.

The accounting policies used to determine profit and loss measures are consistent across all reportable segments and on a consolidated basis. Additionally, the CODM reviews key profit and loss measures for each reportable segment consistently based on both segment Gross profit and Operating income. Specifically, the CODM reviews Gross profit by segment to evaluate forecasting and overall profitability performance and Operating income by segment to make investment strategy and performance-based compensation decisions. Segment information for Total assets and capital expenditures is not presented given that such information is not used in measuring segment performance or allocating resources between segments.

The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution and fulfillment services to support the Corporate, Small Business and Public segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to all of these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal and coworker services. Headquarters function costs that are not allocated to the segments are included under the heading of “Headquarters” in the tables below.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Information about the Company’s segments for the for the three months ended March 31, 2025 and 2024 is as follows:

			Corporate						Small Business						Public						Other						Headquarters						Total
Three Months Ended March 31, 2025
Net sales			$	2,236.0					$	404.6					$	1,878.1					$	680.4					$	—					$	5,199.1
Cost of sales			1,701.1						316.0						1,511.5						548.2						—						4,076.8
Gross profit			534.9						88.6						366.6						132.2						—						1,122.3
Other segment items(1)			314.2						45.2						225.4						93.1						83.0						760.9
Operating income (loss)			$	220.7					$	43.4					$	141.2					$	39.1					$	(83.0)					$	361.4
Other Segment Information**(2)**
Depreciation and amortization expense			$	27.4					$	1.4					$	15.7					$	6.8					$	23.6					$	74.9
Three Months Ended March 31, 2024
Net sales			$	2,135.9					$	380.9					$	1,724.7					$	631.2					$	—					$	4,872.7
Cost of sales			1,628.4						291.1						1,379.4						510.5						—						3,809.4
Gross profit			507.5						89.8						345.3						120.7						—						1,063.3
Other segment items(1)			329.5						43.3						219.3						95.4						47.8						735.3
Operating income (loss)			$	178.0					$	46.5					$	126.0					$	25.3					$	(47.8)					$	328.0
Other Segment Information**(2)**
Depreciation and amortization expense			$	19.8					$	1.0					$	13.4					$	7.1					$	26.0					$	67.3

(1)Primarily includes payroll and other coworker costs, advertising expense and other selling and administrative costs.

(2)Depreciation and amortization expense is primarily included within Other segment items.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

Geographic Areas and Revenue Mix

			Three Months Ended March 31, 2025
			Corporate						Small Business						Public						Other						Total
Geography**(1)**
United States			$	2,211.7					$	399.0					$	1,875.2					$	5.7					$	4,491.6
Rest of World			24.3						5.6						2.9						674.7						707.5
Total Net sales			$	2,236.0					$	404.6					$	1,878.1					$	680.4					$	5,199.1
Major Product and Services
Hardware			$	1,513.9					$	318.1					$	1,407.2					$	505.1					$	3,744.3
Software			481.3						61.5						310.7						94.8						948.3
Services			225.3						20.7						155.8						77.5						479.3
Other(2)			15.5						4.3						4.4						3.0						27.2
Total Net sales			$	2,236.0					$	404.6					$	1,878.1					$	680.4					$	5,199.1
Sales by Channel
Corporate			$	2,236.0					$	—					$	—					$	—					$	2,236.0
Small Business			—						404.6						—						—						404.6
Government			—						—						537.8						—						537.8
Education			—						—						652.4						—						652.4
Healthcare			—						—						687.9						—						687.9
Other			—						—						—						680.4						680.4
Total Net sales			$	2,236.0					$	404.6					$	1,878.1					$	680.4					$	5,199.1
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	1,850.7					$	354.8					$	1,636.3					$	574.6					$	4,416.4
Transferred at a point in time where CDW is agent			212.8						35.0						121.3						41.1						410.2
Transferred over time where CDW is principal			172.5						14.8						120.5						64.7						372.5
Total Net sales			$	2,236.0					$	404.6					$	1,878.1					$	680.4					$	5,199.1
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

			Three Months Ended March 31, 2024
			Corporate						Small Business						Public						Other						Total
Geography**(1)**
United States			$	2,115.9					$	376.0					$	1,722.8					$	5.9					$	4,220.6
Rest of World			20.0						4.9						1.9						625.3						652.1
Total Net sales			$	2,135.9					$	380.9					$	1,724.7					$	631.2					$	4,872.7
Major Product and Services
Hardware			$	1,465.6					$	300.0					$	1,316.4					$	464.1					$	3,546.1
Software			437.5						59.9						276.9						100.1						874.4
Services			218.0						16.6						127.0						64.2						425.8
Other(2)			14.8						4.4						4.4						2.8						26.4
Total Net sales			$	2,135.9					$	380.9					$	1,724.7					$	631.2					$	4,872.7
Sales by Channel
Corporate			$	2,135.9					$	—					$	—					$	—					$	2,135.9
Small Business			—						380.9						—						—						380.9
Government			—						—						543.3						—						543.3
Education			—						—						596.8						—						596.8
Healthcare			—						—						584.6						—						584.6
Other			—						—						—						631.2						631.2
Total Net sales			$	2,135.9					$	380.9					$	1,724.7					$	631.2					$	4,872.7
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	1,779.3					$	331.7					$	1,515.7					$	542.1					$	4,168.8
Transferred at a point in time where CDW is agent			194.8						39.1						108.2						31.2						373.3
Transferred over time where CDW is principal			161.8						10.1						100.8						57.9						330.6
Total Net sales			$	2,135.9					$	380.9					$	1,724.7					$	631.2					$	4,872.7
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data, unless otherwise noted)

The following tables present Net sales by major category for the three months ended March 31, 2025 and 2024. Categories are based upon internal classifications.

			Three Months Ended March 31,
			2025												2024
			Net Sales						Percentage of Total Net Sales						Net Sales						Percentage of Total Net Sales
Hardware:
Notebooks/Mobile Devices			$	1,347.7					25.9		%				$	1,141.3					23.4		%
Netcomm Products			547.5						10.5						569.9						11.7
Collaboration			402.8						7.7						415.3						8.5
Data Storage and Servers			520.6						10.0						540.6						11.1
Desktops			347.1						6.7						258.4						5.3
Other Hardware			578.6						11.2						620.6						12.8
Total Hardware			3,744.3						72.0						3,546.1						72.8
Software(1)			948.3						18.2						874.4						17.9
Services(1)			479.3						9.2						425.8						8.7
Other(2)			27.2						0.6						26.4						0.6
Total Net sales			$	5,199.1					100.0		%				$	4,872.7					100.0		%

(1)Certain software and services revenues are recorded on a net basis as the Company is acting as an agent in the transaction. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.

(2)Includes items such as delivery charges to customers.