Item 1. Financial Statements

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars and shares in millions, except per share amounts)
			June 30, 2026						December 31, 2025
Assets			(unaudited)
Current assets:
Cash and cash equivalents			$	361.8					$	618.7
Accounts receivable, net of allowance for credit losses of $68.4 and $65.2, respectively			7,343.7						6,312.4
Merchandise inventory			981.8						563.4
Miscellaneous receivables			546.8						554.0
Prepaid expenses and other			446.4						452.0
Total current assets			9,680.5						8,500.5
Operating lease right-of-use assets			128.2						136.7
Property and equipment, net			166.0						171.5
Goodwill			4,652.1						4,662.3
Other intangible assets, net			1,095.7						1,186.4
Accounts receivable and other assets, noncurrent			1,532.3						1,370.8
Total Assets			$	17,254.8					$	16,028.2
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable-trade			$	5,117.4					$	4,220.1
Accounts payable-inventory financing			465.2						352.6
Current maturities of long-term debt			1,008.9						1,007.5
Contract liabilities			576.6						534.0
Accrued expenses and other current liabilities:
Compensation			295.3						318.8
Advertising			228.1						176.1
Sales and income taxes			78.1						82.9
Other			526.8						534.1
Total current liabilities			8,296.4						7,226.1
Long-term liabilities:
Debt			4,808.1						4,622.3
Deferred income taxes			162.3						171.8
Operating lease liabilities			147.3						157.8
Accounts payable and other liabilities			1,398.6						1,244.1
Total long-term liabilities			6,516.3						6,196.0
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; 125.3 and 129.4 shares outstanding, respectively			1.2						1.3
Paid-in capital			4,052.9						3,978.5
Accumulated deficit			(1,488.9)						(1,273.9)
Accumulated other comprehensive loss			(123.1)						(99.8)
Total stockholders’ equity			2,442.1						2,606.1
Total Liabilities and Stockholders’ Equity			$	17,254.8					$	16,028.2

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 June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Net sales						$	6,572.2					$	5,976.6					$	12,252.0					$	11,175.7
Cost of sales						5,252.4						4,735.4						9,742.2						8,812.2
Gross profit						1,319.8						1,241.2						2,509.8						2,363.5
Selling and administrative expenses						891.2						821.0						1,705.2						1,581.9
Operating income						428.6						420.2						804.6						781.6
Interest expense, net						(60.2)						(56.8)						(115.5)						(113.9)
Other income (expense), net						4.5						1.5						2.8						1.2
Income before income taxes						372.9						364.9						691.9						668.9
Income tax expense						(98.5)						(93.7)						(182.1)						(172.8)
Net income						$	274.4					$	271.2					$	509.8					$	496.1
Net income per common share:
Basic						$	2.16					$	2.06					$	3.98					$	3.76
Diluted						$	2.15					$	2.05					$	3.97					$	3.73
Weighted-average common shares outstanding:
Basic						127.0						131.6						128.0						132.1
Diluted						127.4						132.4						128.4						132.9

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 June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Net income						$	274.4					$	271.2					$	509.8					$	496.1
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from cash flow hedge						—						1.4						—						(0.4)
Reclassification of cash flow hedge to net income						0.2						0.2						0.4						0.4
Foreign currency translation adjustments						(3.2)						55.0						(23.7)						73.8
Other comprehensive income (loss), net of tax						(3.0)						56.6						(23.3)						73.8
Comprehensive income						$	271.4					$	327.8					$	486.5					$	569.9

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)
						Six Months Ended June 30,
						2026						2025
Cash flows from operating activities:
Net income						$	509.8					$	496.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						150.2						148.2
Equity-based compensation expense						50.2						44.0
Deferred income taxes						(9.0)						(29.9)
Provision for credit losses						13.9						15.9
Other						2.3						(1.6)
Changes in assets and liabilities:
Accounts receivable						(1,054.0)						(450.1)
Merchandise inventory						(418.3)						(147.3)
Other assets						(126.7)						(217.1)
Accounts payable-trade						896.2						384.7
Other liabilities						205.1						200.2
Net cash provided by operating activities						219.7						443.1
Cash flows from investing activities:
Capital expenditures						(53.9)						(49.4)
Proceeds from short-term investments						—						211.1
Acquisitions of businesses, net of cash acquired						(0.3)						(5.0)
Other						(4.6)						(2.1)
Net cash (used in) provided by investing activities						(58.8)						154.6
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility						3,181.0						1,089.6
Repayments of borrowings under revolving credit facility						(3,006.0)						(1,089.6)
Repayments of long-term debt						—						(211.1)
Net change in accounts payable-inventory financing-supplier financing						50.6						65.2
Proceeds from accounts payable-inventory financing-product financing						62.5						—
Payments on accounts payable-inventory financing-product financing						(0.5)						—
Repurchases of common stock						(544.7)						(350.1)
Proceeds from stock option exercises						9.7						25.2
Payment of incentive compensation plan withholding taxes						(12.3)						(20.9)
Dividend payments						(160.9)						(165.1)
Other						14.4						7.6
Net cash used in financing activities						(406.2)						(649.2)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash						(10.5)						25.0
Net decrease in cash, cash equivalents, and restricted cash						(255.8)						(26.5)
Cash, cash equivalents, and restricted cash—beginning of period**(1)**						618.9						507.7
Cash, cash equivalents, and restricted cash—end of period**(1)**						$	363.1					$	481.2
Supplementary disclosure of cash flow information:
Interest paid						$	(116.9)					$	(120.4)
Income taxes paid, net						$	(202.2)					$	(163.3)

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

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 June 30, 2026
						Common Stock
						Shares						Amount						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity
Balance as of March 31, 2026						128.0						$	1.2					$	4,008.9					$	(1,334.6)					$	(120.1)					$	2,555.4
Net income						—						—						—						274.4						—						274.4
Equity-based compensation expense						—						—						28.1						—						—						28.1
Shares issued under equity-based compensation plans						0.1						—						7.1						—						—						7.1
Coworker Stock Purchase Plan						0.1						—						7.6						—						—						7.6
Repurchases of common stock						(2.9)						—						—						(343.7)						—						(343.7)
Dividends paid ($0.630 per share)						—						—						1.0						(80.8)						—						(79.8)
Incentive compensation plan stock withheld for taxes						—						—						—						(1.9)						—						(1.9)
Reclassification of cash flow hedge to net income						—						—						—						—						0.2						0.2
Foreign currency translation and other						—						—						0.2						(2.3)						(3.2)						(5.3)
Balance as of June 30, 2026						125.3						$	1.2					$	4,052.9					$	(1,488.9)					$	(123.1)					$	2,442.1

						Three Months Ended June 30, 2025
						Common Stock
						Shares						Amount						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity
Balance as of March 31, 2025						131.7						$	1.3					$	3,866.5					$	(1,401.8)					$	(142.9)					$	2,323.1
Net income						—						—						—						271.2						—						271.2
Equity-based compensation expense						—						—						23.5						—						—						23.5
Shares issued under equity-based compensation plans						0.2						—						19.3						—						—						19.3
Coworker Stock Purchase Plan						0.1						—						8.9						—						—						8.9
Repurchases of common stock						(0.9)						—						—						(150.0)						—						(150.0)
Dividends paid ($0.625 per share)						—						—						0.8						(83.1)						—						(82.3)
Incentive compensation plan stock withheld for taxes						—						—						—						(2.3)						—						(2.3)
Unrealized gain (loss) from hedge accounting						—						—						—						—						1.4						1.4
Reclassification of cash flow hedge to net income						—						—						—						—						0.2						0.2
Foreign currency translation and other						—						—						0.1						(0.9)						55.0						54.2
Balance as of June 30, 2025						131.1						$	1.3					$	3,919.1					$	(1,366.9)					$	(86.3)					$	2,467.2

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)
			Six Months Ended June 30, 2026
			Common Stock
			Shares						Amount						Paid-in Capital						Accumulated Deficit						Accumulated Other Comprehensive Loss						Total Stockholders’ Equity
Balance as of December 31, 2025			129.4						$	1.3					$	3,978.5					$	(1,273.9)					$	(99.8)					$	2,606.1
Net income			—						—						—						509.8						—						509.8
Equity-based compensation expense			—						—						50.2						—						—						50.2
Shares issued under equity-based compensation plans			0.3						—						9.7						—						—						9.7
Coworker Stock Purchase Plan			0.1						—						11.9						—						—						11.9
Repurchases of common stock			(4.5)						(0.1)						—						(544.6)						—						(544.7)
Dividends paid ($1.260 per share)			—						—						2.2						(163.1)						—						(160.9)
Incentive compensation plan stock withheld for taxes			—						—						—						(12.3)						—						(12.3)
Reclassification of cash flow hedge to net income			—						—						—						—						0.4						0.4
Foreign currency translation and other			—						—						0.4						(4.8)						(23.7)						(28.1)
Balance as of June 30, 2026			125.3						$	1.2					$	4,052.9					$	(1,488.9)					$	(123.1)					$	2,442.1

			Six Months Ended June 30, 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			—						—						—						496.1						—						496.1
Equity-based compensation expense			—						—						44.0						—						—						44.0
Shares issued under equity-based compensation plans			0.4						—						25.2						—						—						25.2
Coworker Stock Purchase Plan			0.1						—						13.8						—						—						13.8
Repurchases of common stock			(2.0)						—						—						(350.1)						—						(350.1)
Dividends paid ($1.250 per share)			—						—						1.6						(166.7)						—						(165.1)
Incentive compensation plan stock withheld for taxes			—						—						—						(20.9)						—						(20.9)
Unrealized gain (loss) from hedge accounting			—						—						—						—						(0.4)						(0.4)
Reclassification of cash flow hedge to net income			—						—						—						—						0.4						0.4
Foreign currency translation and other			—						—						0.1						(2.4)						73.8						71.5
Balance as of June 30, 2025			131.1						$	1.3					$	3,919.1					$	(1,366.9)					$	(86.3)					$	2,467.2

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”) 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, each of the terms the “Company” and “CDW” refer to Parent and its subsidiaries, collectively.

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 June 30, 2026, and for the three and six months ended June 30, 2026 and 2025 (the “Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 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, 2025 (the “December 31, 2025 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, 2025 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 September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes stage-based capitalization rules for internal-use software to increase the operability of the recognition guidance considering different methods of software development. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities may apply the guidance using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient to simplify the estimation of expected credit losses for current accounts receivable and current contract assets that arise from

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

transactions accounted for under Topic 606, Revenue from Contracts with Customers. The ASU is effective for annual periods, including interim reporting periods, beginning after December 15, 2025, with early adoption permitted. Entities that elect the practical expedient should apply the amendments in this ASU on a prospective basis. The Company adopted this ASU on January 1, 2026, and elected to apply the practical expedient, which did not have any impact on its Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued 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.

3. 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:

						June 30, 2026						December 31, 2025
Accounts receivable, current(1)						$	5,798.0					$	5,014.9
Unbilled accounts receivable, current(1)						1,545.7						1,297.5
Unbilled accounts receivable, noncurrent(2)						1,393.5						1,245.4
Total accounts receivable						$	8,737.2					$	7,557.8

(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 Sheets upon receipt of payment from the third-party financing company. During the six months ended June 30, 2026 and 2025, the Company sold approximately $287 million and $294 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:

						June 30, 2026						December 31, 2025
Contract assets(1)						$	138.8					$	159.0
Contract liabilities(2)(3)						$	637.6					$	565.0

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

(2)Includes $61 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 June 30, 2026 and December 31, 2025, respectively.

(3)For the six months ended June 30, 2026 and 2025, the Company recognized revenue of $335 million and $270 million, respectively, related to its contract liabilities that were included in the beginning balance of the respective periods.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 performance obligations as of June 30, 2026, related to non-cancelable managed and professional 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						$	128.2					$	53.8					$	18.7					$	5.1

4. Goodwill

In connection with the segment realignment effective January 1, 2026, as described in Note 11 (Segment Information), the Company reassessed its reporting units. Goodwill previously allocated to the Corporate and Small Business reporting units was primarily assigned to the Commercial reporting unit. Goodwill previously allocated to the Public reporting unit was allocated to the Government, Education, and Commercial reporting units using a relative fair value approach. The Company performed a quantitative impairment analysis of goodwill under the new reporting unit structure as of January 1, 2026. Based on the results of the impairment analysis performed, the Company determined that the fair values of all reporting units exceeded their respective carrying values and that no impairment existed.

5. Inventory Financing Agreements

Supplier Financing

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, which generally do not exceed 90 days, 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 June 30, 2026 and December 31, 2025, were $403 million and $353 million, respectively, and are presented within 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).

Product Financing

In 2026, the Company entered into a financing arrangement involving an independent third-party intermediary to facilitate the fulfillment of a customer contract. In this arrangement, the intermediary procures and holds legal title to certain inventory, destined for the customer, but the Company retains control over the inventory’s economic benefits and risks. Accordingly, the inventory is included on the Consolidated Balance Sheets within Merchandise inventory, and the related obligation to the intermediary is recorded within Accounts payable-inventory financing. The purchase price with the intermediary is set at the original cost plus contractual financing costs, which are recognized as interest expense over the term of the arrangement. The arrangement is designed to support the inventory held for customer fulfillment over an extended delivery period, resulting in financing terms that may exceed 90 days. The amounts outstanding under this agreement as of June 30, 2026 were $62 million.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

6. Debt

																		June 30, 2026						December 31, 2025
						Maturity Date						Interest Rate						Amount						Amount
Credit Facility
Senior unsecured revolving loan facility						December 2030						Variable						$	175.0					$	—
Term Loan
Senior unsecured term loan facility						December 2030						Variable						634.5						634.5
Unsecured Senior Notes
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																		5,000.0						5,000.0
Receivable financing liability																		25.9						15.3
Other long-term obligations																		3.5						5.5
Unamortized debt issuance costs and discount																		(21.9)						(25.5)
Current maturities of long-term debt																		(1,008.9)						(1,007.5)
Total long-term debt																		$	4,808.1					$	4,622.3

As of June 30, 2026, the Company is in compliance with the covenants under its credit agreements and indentures.

Senior Credit Facility

The Company has a credit agreement (the “Senior Credit Facility”) consisting of a five‑year senior unsecured revolving loan facility (the “Revolving Loan Facility”) and a five‑year senior unsecured term loan facility (the “Term Loan Facility”) with a variable interest rate. The interest rate for the Senior Credit Facility is based on the Secured Overnight Financing Rate (“SOFR”) plus a margin based on the Company’s senior unsecured rating.

The Company can draw tranches from the Revolving Loan Facility denominated in US dollars, British pounds, Canadian dollars, or Euros. The Revolving Loan Facility is used by the Company for borrowings, issuances of letters of credit, and floorplan financing. As of June 30, 2026, the Company could have borrowed up to an additional $1.7 billion under the Revolving Loan Facility. As of June 30, 2026, the Revolving Loan Facility had $393 million reserved for the floorplan sub-facility.

No mandatory payments are required on the principal amount of the Term Loan Facility until its maturity date on December 17, 2030.

Unsecured Senior Notes

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

Receivable Financing

The receivable financing liability primarily relates to proceeds from third-party financial institutions on future accounts receivable from customer contracts. While the terms of such agreements may be on a non-recourse basis, the related revenue had not been recognized and no accounts receivable existed at the time the proceeds were received.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Accordingly, the proceeds from these arrangements are recognized as a liability, which is subsequently settled through collections from the related customer contracts as revenue is recognized. During the six months ended June 30, 2026, the Company received $12 million of proceeds 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:

						June 30, 2026						December 31, 2025
Fair value						$	5,681.8					$	5,552.5
Carrying value						$	5,838.9					$	5,655.3

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 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 six months ended June 30, 2026.

As of June 30, 2026 and December 31, 2025, the interest rate collar agreements were classified within Current liabilities - Other 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 June 30, 2026 and December 31, 2025, which will 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 and six months ended June 30, 2026 and 2025, 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.

8. Income Taxes

Income tax expense was $99 million and $94 million for the three months ended June 30, 2026 and 2025, respectively. The effective income tax rate was 26.4% and 25.7% for the three months ended June 30, 2026 and 2025, respectively.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income tax expense was $182 million and $173 million for the six months ended June 30, 2026 and 2025, respectively. The effective income tax rate was 26.3% and 25.8% for the six months ended June 30, 2026 and 2025, respectively.

The effective income tax rate for the three months ended June 30, 2026 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 six months ended June 30, 2026 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes and tax shortfalls on equity-based compensation, partially offset by tax credits. The effective income tax rate for the three and six months ended June 30, 2025 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 June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Basic weighted-average shares outstanding			127.0						131.6						128.0						132.1
Effect of dilutive securities(1)			0.4						0.8						0.4						0.8
Diluted weighted-average shares outstanding(2)			127.4						132.4						128.4						132.9

(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.

(2)There were fewer than 0.7 million potential common shares excluded from diluted weighted-average shares outstanding for both the three and six months ended June 30, 2026 and 2025. 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 June 30, 2026, 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 that the Company submitted for contracts funded in whole or in part by the Schools and Libraries Program (E-Rate Program). The Company provided information in response to the CID in November 2024. The Company is unaware of any further activity in the matter and therefore is unable to assess the probability of any particular outcome or financial impact, if any, at this time.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

11. Segment Information

Effective January 1, 2026, the Company realigned its customer‑facing sales organization to better align with the evolving needs of its customer end markets. As a result of this realignment, the Company revised its internal reporting structure, which changed the manner in which the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates performance, allocates resources, and manages operations. Following the realignment, the Company has three reportable segments: Commercial, Government, and Education. 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 Commercial reportable segment primarily serves corporate, financial services, and healthcare customers in the US, each of which represents a unique customer channel. The Government reportable segment primarily serves federal, state, and local agencies in the US, along with certain private sector business customers that primarily support or interact with government agencies. The Education reportable segment primarily serves primary, secondary, and higher education institutions in the US. Historically reported segment financial information has been recast to reflect the new segment structure.

The 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 establish forecasting and evaluate profitability 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 Commercial, Government, and Education segments. As a result, costs associated with the logistics function are fully allocated to all of these segments based on a percentage of certain sales metrics. 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. The Company updated its methodology for allocating headquarters function costs to better distinguish between costs that directly support the operating segments and costs that are enterprise‑wide in nature, consistent with how those costs are managed and reviewed by the CODM. These costs were allocated to the segments based on activity-based drivers. The updated methodology was applied to historical periods presented, resulting in an adjusted amount of operating expense retained by Headquarters.

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 three and six months ended June 30, 2026 and 2025 is as follows:

			Commercial						Government						Education						Other						Headquarters						Total
Three Months Ended June 30, 2026
Net sales			$	3,965.4					$	848.0					$	933.1					$	825.7					$	—					$	6,572.2
Cost of sales			3,120.1						684.3						780.1						667.9						—						5,252.4
Gross profit			845.3						163.7						153.0						157.8						—						1,319.8
Other segment expense items(1)			462.7						103.8						87.9						105.8						131.0						891.2
Operating income (loss)			$	382.6					$	59.9					$	65.1					$	52.0					$	(131.0)					$	428.6
Other Segment Information**(2)**
Depreciation and amortization expense			$	27.0					$	10.4					$	3.3					$	8.0					$	26.6					$	75.3
Three Months Ended June 30, 2025
Net sales			$	3,631.3					$	746.6					$	926.6					$	672.1					$	—					$	5,976.6
Cost of sales			2,842.1						578.4						784.8						530.1						—						4,735.4
Gross profit			789.2						168.2						141.8						142.0						—						1,241.2
Other segment expense items(1)			417.5						117.2						85.7						99.4						101.2						821.0
Operating income (loss)			$	371.7					$	51.0					$	56.1					$	42.6					$	(101.2)					$	420.2
Other Segment Information**(2)**
Depreciation and amortization expense			$	24.3					$	12.5					$	4.6					$	7.1					$	24.8					$	73.3
Six Months Ended June 30, 2026
Net sales			$	7,534.8					$	1,480.9					$	1,608.1					$	1,628.2					$	—					$	12,252.0
Cost of sales			5,891.4						1,192.5						1,342.6						1,315.7						—						9,742.2
Gross profit			1,643.4						288.4						265.5						312.5						—						2,509.8
Other segment expense items(1)			906.1						203.3						161.0						214.0						220.8						1,705.2
Operating income (loss)			$	737.3					$	85.1					$	104.5					$	98.5					$	(220.8)					$	804.6
Other Segment Information**(2)**
Depreciation and amortization expense			$	53.8					$	20.9					$	7.0					$	15.8					$	52.7					$	150.2
Six Months Ended June 30, 2025
Net sales			$	6,886.6					$	1,351.5					$	1,585.1					$	1,352.5					$	—					$	11,175.7
Cost of sales			5,347.6						1,048.4						1,337.9						1,078.3						—						8,812.2
Gross profit			1,539.0						303.1						247.2						274.2						—						2,363.5
Other segment expense items(1)			806.6						226.6						165.8						192.5						190.4						1,581.9
Operating income (loss)			$	732.4					$	76.5					$	81.4					$	81.7					$	(190.4)					$	781.6
Other Segment Information**(2)**
Depreciation and amortization expense			$	50.9					$	24.8					$	8.8					$	13.9					$	49.8					$	148.2
(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 expense 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 June 30, 2026
			Commercial						Government						Education						Other						Total
Geography**(1)**
United States			$	3,942.6					$	848.0					$	933.1					$	9.1					$	5,732.8
Rest of World			22.8						—						—						816.6						839.4
Total Net sales			$	3,965.4					$	848.0					$	933.1					$	825.7					$	6,572.2
Major Product and Services
Hardware			$	2,903.7					$	579.4					$	794.9					$	627.0					$	4,905.0
Software			719.1						187.4						90.9						116.9						1,114.3
Services			316.2						79.9						46.7						77.9						520.7
Other(2)			26.4						1.3						0.6						3.9						32.2
Total Net sales			$	3,965.4					$	848.0					$	933.1					$	825.7					$	6,572.2
Sales by Customer Channel
Corporate			$	2,618.1					$	—					$	—					$	—					$	2,618.1
Financial Services			487.1						—						—						—						487.1
Healthcare			860.2						—						—						—						860.2
Government			—						848.0						—						—						848.0
Education			—						—						933.1						—						933.1
Other			—						—						—						825.7						825.7
Total Net sales			$	3,965.4					$	848.0					$	933.1					$	825.7					$	6,572.2
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	3,401.6					$	723.5					$	858.5					$	715.3					$	5,698.9
Transferred at a point in time where CDW is agent			324.7						59.0						45.3						45.2						474.2
Transferred over time where CDW is principal			239.1						65.5						29.3						65.2						399.1
Total Net sales			$	3,965.4					$	848.0					$	933.1					$	825.7					$	6,572.2
(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 June 30, 2025
			Commercial						Government						Education						Other						Total
Geography**(1)**
United States			$	3,600.4					$	746.6					$	926.2					$	5.4					$	5,278.6
Rest of World			30.9						—						0.4						666.7						698.0
Total Net sales			$	3,631.3					$	746.6					$	926.6					$	672.1					$	5,976.6
Major Product and Services
Hardware			$	2,646.8					$	505.2					$	813.2					$	476.8					$	4,442.0
Software			651.8						158.2						70.8						109.4						990.2
Services			311.4						81.6						40.8						81.4						515.2
Other(2)			21.3						1.6						1.8						4.5						29.2
Total Net sales			$	3,631.3					$	746.6					$	926.6					$	672.1					$	5,976.6
Sales by Customer Channel
Corporate			$	2,364.4					$	—					$	—					$	—					$	2,364.4
Financial Services			478.6						—						—						—						478.6
Healthcare			788.3						—						—						—						788.3
Government			—						746.6						—						—						746.6
Education			—						—						926.6						—						926.6
Other			—						—						—						672.1						672.1
Total Net sales			$	3,631.3					$	746.6					$	926.6					$	672.1					$	5,976.6
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	3,116.5					$	625.2					$	860.8					$	560.1					$	5,162.6
Transferred at a point in time where CDW is agent			277.5						51.8						36.6						42.5						408.4
Transferred over time where CDW is principal			237.3						69.6						29.2						69.5						405.6
Total Net sales			$	3,631.3					$	746.6					$	926.6					$	672.1					$	5,976.6
(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)

			Six Months Ended June 30, 2026
			Commercial						Government						Education						Other						Total
Geography**(1)**
United States			$	7,488.3					$	1,480.8					$	1,608.0					$	16.6					$	10,593.7
Rest of World			46.5						0.1						0.1						1,611.6						1,658.3
Total Net sales			$	7,534.8					$	1,480.9					$	1,608.1					$	1,628.2					$	12,252.0
Major Product and Services
Hardware			$	5,401.3					$	1,010.0					$	1,370.0					$	1,238.6					$	9,019.9
Software			1,459.0						335.7						151.1						223.4						2,169.2
Services			623.4						133.0						86.0						158.8						1,001.2
Other(2)			51.1						2.2						1.0						7.4						61.7
Total Net sales			$	7,534.8					$	1,480.9					$	1,608.1					$	1,628.2					$	12,252.0
Sales by Customer Channel
Corporate			$	4,992.4					$	—					$	—					$	—					$	4,992.4
Financial Services			915.5						—						—						—						915.5
Healthcare			1,626.9						—						—						—						1,626.9
Government			—						1,480.9						—						—						1,480.9
Education			—						—						1,608.1						—						1,608.1
Other			—						—						—						1,628.2						1,628.2
Total Net sales			$	7,534.8					$	1,480.9					$	1,608.1					$	1,628.2					$	12,252.0
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	6,434.4					$	1,264.9					$	1,477.2					$	1,408.8					$	10,585.3
Transferred at a point in time where CDW is agent			621.8						103.5						75.1						84.5						884.9
Transferred over time where CDW is principal			478.6						112.5						55.8						134.9						781.8
Total Net sales			$	7,534.8					$	1,480.9					$	1,608.1					$	1,628.2					$	12,252.0
(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)

			Six Months Ended June 30, 2025
			Commercial						Government						Education						Other						Total
Geography**(1)**
United States			$	6,825.3					$	1,349.3					$	1,584.5					$	11.1					$	9,770.2
Rest of World			61.3						2.2						0.6						1,341.4						1,405.5
Total Net sales			$	6,886.6					$	1,351.5					$	1,585.1					$	1,352.5					$	11,175.7
Major Product and Services
Hardware			$	4,929.3					$	898.1					$	1,377.0					$	981.9					$	8,186.3
Software			1,303.7						304.2						126.4						204.2						1,938.5
Services			611.3						145.9						78.4						158.9						994.5
Other(2)			42.3						3.3						3.3						7.5						56.4
Total Net sales			$	6,886.6					$	1,351.5					$	1,585.1					$	1,352.5					$	11,175.7
Sales by Customer Channel
Corporate			$	4,554.4					$	—					$	—					$	—					$	4,554.4
Financial Services			812.7						—						—						—						812.7
Healthcare			1,519.5						—						—						—						1,519.5
Government			—						1,351.5						—						—						1,351.5
Education			—						—						1,585.1						—						1,585.1
Other			—						—						—						1,352.5						1,352.5
Total Net sales			$	6,886.6					$	1,351.5					$	1,585.1					$	1,352.5					$	11,175.7
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal			$	5,848.2					$	1,131.6					$	1,464.5					$	1,134.7					$	9,579.0
Transferred at a point in time where CDW is agent			575.4						94.8						64.8						83.6						818.6
Transferred over time where CDW is principal			463.0						125.1						55.8						134.2						778.1
Total Net sales			$	6,886.6					$	1,351.5					$	1,585.1					$	1,352.5					$	11,175.7
(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 table presents Net sales by major category for the three and six months ended June 30, 2026 and 2025. Categories are based upon internal classifications.

			Three Months Ended June 30,
			2026												2025
			Net Sales						Percentage of Total Net Sales						Net Sales						Percentage of Total Net Sales
Hardware:
Notebooks/Mobile Devices			$	1,751.5					26.7		%				$	1,577.1					26.4		%
Netcomm Products			829.9						12.6						740.0						12.4
Collaboration			472.5						7.2						466.9						7.8
Data Storage and Servers			844.8						12.9						641.2						10.7
Desktops			372.3						5.7						363.0						6.1
Other Hardware			634.0						9.5						653.8						10.9
Total Hardware			4,905.0						74.6						4,442.0						74.3
Software(1)			1,114.3						17.0						990.2						16.6
Services(1)			520.7						7.9						515.2						8.6
Other(2)			32.2						0.5						29.2						0.5
Total Net sales			$	6,572.2					100.0		%				$	5,976.6					100.0		%
			Six Months Ended June 30,
			2026												2025
			Net Sales						Percentage of Total Net Sales						Net Sales						Percentage of Total Net Sales
Hardware:
Notebooks/Mobile Devices			$	3,161.5					25.8		%				$	2,924.8					26.2		%
Netcomm Products			1,505.2						12.3						1,287.5						11.5
Collaboration			903.8						7.4						869.7						7.8
Data Storage and Servers			1,532.0						12.5						1,161.8						10.4
Desktops			704.6						5.8						710.1						6.4
Other Hardware			1,212.8						9.9						1,232.4						11.0
Total Hardware			9,019.9						73.7						8,186.3						73.3
Software(1)			2,169.2						17.7						1,938.5						17.3
Services(1)			1,001.2						8.2						994.5						8.9
Other(2)			61.7						0.4						56.4						0.5
Total Net sales			$	12,252.0					100.0		%				$	11,175.7					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.