Table of Contents

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

Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," the terms "we," "us," "the Company," "our," "CDW" and similar terms refer to CDW Corporation and its subsidiaries. "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" at the end of this discussion.

Overview

CDW Corporation ("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 small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience and security.

We have three reportable segments: Corporate, Small Business and Public. Our Corporate segment primarily serves US private sector business customers with more than 250 employees. Our Small Business segment primarily serves US private sector business customers with up to 250 employees. Our Public segment is comprised of government agencies and education and healthcare institutions in the US. We also have two other operating segments: CDW UK and CDW Canada, each of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other").

We are vendor, technology and consumption model unbiased, with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual and cloud-based environments through approximately 11,200 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers, software publishers and cloud providers (collectively, our "vendor partners"), whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise and extensive customer access.

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

Trends and Key Factors Affecting our Financial Performance

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

•General economic conditions are a key factor affecting our results as they can impact our customers' willingness and ability to spend on information technology. Macroeconomic uncertainty persists as a result of the inflationary environment and corresponding level of interest rates driven by monetary policy. The uncertainty in the current economic environment resulted in, and may continue to result in, a delay, pause or reduction of investments in technology by our customers.

•Customers are evaluating the complex technology landscape in order to balance priorities and focus on solutions that lead to business optimization, cost management and security risk management, resulting in a more measured approach to their IT spending. We have orchestrated solutions by leveraging security, software and hybrid and cloud offerings to help customers achieve their objectives.

•Changes and uncertainty related to spending policies, budget priorities, timing and funding levels, including current and future stimulus packages, are key factors influencing the purchasing levels of government, healthcare and education customers. As the duration and ongoing impact of current economic conditions remain uncertain, current

and future budget priorities and funding levels for government, healthcare and education customers may be adversely affected, leading to lower IT spend.

•Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing and managing IT securely. These trends are driving customer adoption of cloud, generative artificial intelligence, software defined architectures and hybrid on-premise and off-premise combinations. The trends are further driven by the evolution of the IT consumption model to more "as a service" offerings, including software as a service and infrastructure as a service, in addition to ongoing managed and professional service arrangements. Technology trends are likely to evolve as customers prioritize spend that will produce the most important outcomes for their business.

Key Business Metrics

We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. Financial measures include both US GAAP, the accounting principles generally accepted in the United States of America, and Non-GAAP, which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP. We believe that the most important of these measures and ratios include Gross profit, Gross profit margin, Operating income, Operating income margin, Non-GAAP operating income, Non-GAAP operating income margin, Net income, Non-GAAP net income, Net income per diluted share, Non-GAAP net income per diluted share, Average daily sales, Net cash provided by operating activities, Adjusted free cash flow, Cash conversion cycle, and Net debt. These measures and ratios are closely monitored by management, so that actions can be taken, as necessary, in order to achieve financial objectives.

For the definitions, discussion of management's use of Non-GAAP measures and reconciliations to the most directly comparable US GAAP measure, see "Results of Operations - Non-GAAP Financial Measure Reconciliations."

The results of certain key business metrics for the comparative periods are as follows:

Three Months Ended September 30,Nine Months Ended September 30,

(dollars in millions, except per share amounts and percentages)2024202320242023

Net sales$5,516.6 $5,628.3 $15,812.7 $16,357.5

Gross profit$1,200.7 $1,227.7 $3,447.1 $3,498.6

Gross profit margin21.8 %21.8 %21.8 %21.4 %

Operating income$481.6 $478.4 $1,242.7 $1,245.9

Operating income margin8.7 %8.5 %7.9 %7.6 %

Non-GAAP operating income$534.0 $556.3 $1,447.8 $1,520.4

Non-GAAP operating income margin9.7 %9.9 %9.2 %9.3 %

Net income$316.4 $315.5 $813.6 $808.2

Non-GAAP net income$354.9 $369.4 $954.5 $997.1

Net income per diluted share$2.34 $2.32 $6.00 $5.92

Non-GAAP net income per diluted share$2.63 $2.72 $7.04 $7.31

Average daily sales(1)

$86.2 $89.3 $82.4 $85.6

(1)Defined as Net sales divided by the number of selling days. There were 64 and 63 selling days for the three months ended September 30, 2024 and 2023, respectively. There were 192 and 191 selling days for the nine months ended September 30, 2024 and 2023, respectively.

(dollars in millions)September 30, 2024September 30, 2023

Net debt(1)

$4,872.3 $5,260.8

Cash conversion cycle (in days)(2)

17 15

Net cash provided by operating activities$932.0 $1,062.2

Adjusted free cash flow(3)

$764.1 $1,112.9

(1)Defined as total debt minus Cash and cash equivalents and Short-term investments.

(2)Defined as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable-trade and Accounts payable-inventory financing, based on a rolling three-month average.

(3)Defined as Net cash provided by operating activities less Capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.

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Results of Operations

Results of operations, including Gross profit margin and Operating income margin, expressed as Gross profit and Operating income as a percentage of Net sales, respectively, for the three and nine months ended September 30, 2024 and 2023 are below. For additional information on Net sales and Operating income by segment, see the "Segment Results of Operations."

Three Months Ended September 30,Nine Months Ended September 30,

(dollars in millions, except percentages)20242023% Change20242023% Change

Net sales$5,516.6 $5,628.3 (2.0)%$15,812.7 $16,357.5 (3.3)%

Cost of sales4,315.9 4,400.6 (1.9)12,365.6 12,858.9 (3.8)

Gross profit1,200.7 1,227.7 (2.2)3,447.1 3,498.6 (1.5)

Gross profit margin 21.8 %21.8 %21.8 %21.4 %

Selling and administrative expenses719.1 749.3 (4.0)2,204.4 2,252.7 (2.1)

Operating income481.6 478.4 0.7 1,242.7 1,245.9 (0.3)

Operating income margin8.7 %8.5 %7.9 %7.6 %

Interest expense, net(54.4)(57.4)(5.2)(158.0)(173.3)(8.8)

Other income (expense), net0.4 (1.2)nm*(0.8)(3.1)(74.2)

Income before income taxes427.6 419.8 1.9 1,083.9 1,069.5 1.3

Income tax expense(111.2)(104.3)6.6 (270.3)(261.3)3.4

Net income$316.4 $315.5 0.3 %$813.6 $808.2 0.7 %

*nm - Not meaningful

Three months ended September 30, 2024 compared with the three months ended September 30, 2023

Net sales decreased $112 million, or 2.0%, with lower Net sales in the Public and Corporate segments, partially offset by UK and Canadian operations. The decrease was primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $27 million, or 2.2%, primarily due to lower Net sales across various hardware categories, partially offset by increased netted down revenue. Gross profit margin, expressed as Gross profit as a percentage of Net sales, remained consistent at 21.8%.

Selling and administrative expenses decreased $30 million, or 4.0%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Operating income increased $3 million, or 0.7%, to $482 million for the three months ended September 30, 2024 compared to $478 million for the three months ended September 30, 2023.

Interest expense, net includes interest expense and interest income. Interest expense, net decreased $3 million, or 5.2%, primarily due to increased interest income earned on higher average cash balances, partially offset by increased interest expense on higher debt levels.

Income tax expense increased $7 million, or 6.6%. The effective tax rate, expressed by calculating income tax expense as a percentage of Income before income taxes, was 26.0% and 24.8% for the three months ended September 30, 2024 and 2023, respectively. The increase in the effective tax rate was primarily attributable to lower excess tax benefits on equity-based compensation.

Nine months ended September 30, 2024 compared with the nine months ended September 30, 2023

Net sales decreased $545 million, or 3.3%, with lower Net sales across all operating segments. The decrease was primarily due to a decrease in netcomm and collaboration products, partially offset by an increase in notebooks/mobile devices. Continued economic uncertainty and the complex technology landscape has led customers to be cautious and measured in their approach to technology spending, leading to a decline in Net sales.

Gross profit decreased $52 million, or 1.5%. Gross profit margin, expressed as Gross profit as a percentage of Net sales, increased 40 basis points primarily driven by a higher contribution of netted down revenue, primarily software as a service, partially offset by an increased mix into notebooks/mobile devices.

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Selling and administrative expenses decreased $48 million, or 2.1%, primarily due to lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures, and lower workplace optimization costs, partially offset by increased transformation and other related costs.

Operating income decreased $3 million, or 0.3%, to $1,243 million for the nine months ended September 30, 2024 compared to $1,246 million for the nine months ended September 30, 2023.

Interest expense, net decreased $15 million, or 8.8%, primarily due to increased interest income earned on higher average cash balances and decreased interest expense on lower average debt levels during 2024, partially offset by higher variable interest rate on the senior unsecured term loan.

Income tax expense increased $9 million, or 3.4%. The effective tax rate was 24.9% and 24.4% for the nine months ended September 30, 2024 and 2023, respectively. The increase in the effective tax rate was primarily attributable to lower excess tax benefits on equity-based compensation.

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Segment Results of Operations

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

Three Months Ended September 30,

20242023

(dollars in millions)Net SalesPercentageof Total Net SalesNet SalesPercentageof Total Net SalesDollarChangePercent

Change(1)

Average Daily Sales Percent Change(1)

Corporate$2,161.2 39.2 %$2,226.5 39.6 %$(65.3)(2.9)%(4.4)%

Small Business379.7 6.9 378.4 6.7 1.3 0.3 (1.2)

Public:

Government691.0 12.5 775.7 13.8 (84.7)(10.9)(12.3)

Education995.7 18.0 1,026.7 18.2 (31.0)(3.0)(4.5)

Healthcare649.0 11.8 619.7 11.0 29.3 4.7 3.1

Total Public2,335.7 42.3 2,422.1 43.0 (86.4)(3.6)(5.1)

Other640.0 11.6 601.3 10.7 38.7 6.4 4.8

Total Net sales$5,516.6 100.0 %$5,628.3 100.0 %$(111.7)(2.0)%(3.5)%

Nine Months Ended September 30,

20242023

(dollars in millions)Net SalesPercentageof Total Net SalesNet SalesPercentageof Total Net SalesDollarChangePercent

Change(1)

Average Daily Sales Percent Change(1)

Corporate$6,492.3 41.1 %$6,675.2 40.8 %$(182.9)(2.7)%(3.2)%

Small Business1,143.5 7.2 1,186.0 7.3 (42.5)(3.6)(4.1)

Public:

Government1,873.4 11.8 2,008.4 12.3 (135.0)(6.7)(7.2)

Education2,609.9 16.5 2,719.2 16.6 (109.3)(4.0)(4.5)

Healthcare1,820.4 11.5 1,802.4 11.0 18.0 1.0 0.5

Total Public6,303.7 39.8 6,530.0 39.9 (226.3)(3.5)(4.0)

Other1,873.2 11.9 1,966.3 12.0 (93.1)(4.7)(5.2)

Total Net sales$15,812.7 100.0 %$16,357.5 100.0 %$(544.8)(3.3)%(3.8)%

(1)There were 64 and 63 selling days for the three months ended September 30, 2024 and 2023, respectively. There were 192 and 191 selling days for the nine months ended September 30, 2024 and 2023, respectively. Average daily sales is defined as Net sales divided by the number of selling days.

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

Three Months Ended September 30,

20242023

(dollars in millions)Operating IncomePercentage of Segment Net SalesOperating IncomePercentage of Segment Net SalesPercent Changein OperatingIncome

Segments:(1)

Corporate$209.0 9.7 %$211.1 9.5 %(1.0)%

Small Business45.6 12.0 45.3 12.0 0.7

Public240.2 10.3 237.1 9.8 1.3

Other(2)

32.5 5.1 30.3 5.0 7.3

Headquarters(3)

(45.7)nm*(45.4)nm*(0.7)

Total Operating income$481.6 8.7 %$478.4 8.5 %0.7 %

Nine Months Ended September 30,

20242023

(dollars in millions)Operating IncomePercentage of Segment Net SalesOperating IncomePercentage of Segment Net SalesPercent Changein OperatingIncome

Segments:(1)

Corporate$584.0 9.0 %$610.9 9.2 %(4.4)%

Small Business137.7 12.0 129.2 10.9 6.6

Public575.4 9.1 574.9 8.8 0.1

Other(2)

82.0 4.4 99.2 5.0 (17.3)

Headquarters(3)

(136.4)nm*(168.3)nm*19.0

Total Operating income$1,242.7 7.9 %$1,245.9 7.6 %(0.3)%

• nm - Not meaningful

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

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

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

Three months ended September 30, 2024 compared with the three months ended September 30, 2023

Corporate segment Net sales decreased $65 million, or 2.9%, primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. As a result, Gross profit dollars also decreased.

Corporate segment Operating income decreased $2 million, or 1.0%, primarily due to lower Gross profit dollars, partially offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Small Business segment Net sales remained relatively consistent with an increase of $1 million, or 0.3%, primarily due to an increase in services, partially offset by a decrease in data storage and servers. As a result, Gross profit dollars remained relatively consistent.

Small Business segment Operating income remained relatively consistent for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 with an increase of $0.3 million or 0.7%.

Public segment Net sales decreased $86 million, or 3.6%, primarily due to a decrease across various hardware categories. Most notably, netcomm products decreased within the Healthcare and Education sales channels, data storage and servers decreased within the Government sales channel and various other hardware products decreased across all sales channels. These decreases were partially offset by an increase in notebooks/mobile devices within the Education and Healthcare sales channels. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

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Public segment Operating income increased $3 million, or 1.3%, as Gross profit dollars declined but were more than offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Net sales in Other, which is comprised of results from our UK and Canadian operations, increased $39 million, or 6.4%, primarily due to an increase in data storage and servers and services related to UK and Canadian operations. As a result, Gross profit dollars also increased.

Other Operating income increased $2 million, or 7.3%, primarily due to higher Gross profit dollars, partially offset by higher payroll expenses and increased transformation and other related costs.

Nine months ended September 30, 2024 compared with the nine months ended September 30, 2023

Corporate segment Net sales decreased $183 million, or 2.7%, primarily due to a decrease in netcomm products, partially offset by an increase in notebooks/mobile devices. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Corporate segment Operating income decreased $27 million, or 4.4%, primarily due to lower Gross profit dollars, partially offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Small Business segment Net sales decreased $43 million, or 3.6%, primarily due to a decline across all hardware categories, partially offset by an increase in services. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Small Business segment Operating income increased $9 million, or 6.6%, as Gross profit dollars declined but were more than offset by a decrease across various selling and administrative expenses.

Public segment Net sales decreased $226 million, or 3.5%, primarily due to a decrease across various hardware categories. Most notably, netcomm products decreased across all sales channels and collaboration products decreased within the Education sales channel, partially offset by an increase in notebooks/mobile devices across all sales channels. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Public segment Operating income remained consistent for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 with an increase of $1 million, or 0.1%, as Gross profit dollars declined but were more than offset by lower performance-based compensation, including equity-based compensation, consistent with lower attainment against certain financial measures.

Net sales in Other, which is comprised of results from our UK and Canadian operations, decreased $93 million, or 4.7%, primarily due to a decrease in software related to the UK operations. As a result, Gross profit dollars decreased although partially offset by increased netted down revenue.

Other Operating income decreased $17 million, or 17.3%, primarily due to increased transformation initiative expense and less favorable bad debt expense for expected credit losses.

Non-GAAP Financial Measure Reconciliations

Generally, a non-GAAP financial measure is a numerical measure of a company's performance or financial condition that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

Our non-GAAP performance measures include Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share and Net sales on a constant currency basis, and our non-GAAP financial condition measures include Free cash flow and Adjusted free cash flow. These non-GAAP performance measures and non-GAAP financial condition measures are collectively referred to as "non-GAAP financial measures."

Non-GAAP operating income excludes, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, acquisition and integration expenses, transformation initiatives and workplace optimization. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP net income and Non-GAAP net income per diluted share exclude, among other things, charges related to acquisition-related intangible asset amortization, equity-based compensation, acquisition and integration

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expenses, transformation initiatives, workplace optimization and the associated tax effects of each. Net sales on a constant currency basis is defined as Net sales excluding the impact of foreign currency translation on Net sales. Free cash flow is defined as Net cash provided by operating activities less capital expenditures. Adjusted free cash flow is defined as Free cash flow adjusted to include certain cash flows from financing activities incurred in the normal course of operations or as capital expenditures.

We believe our non-GAAP performance measures provide analysts, investors and management with useful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business. We also present non-GAAP financial condition measures as we believe they provide analysts, investors and management with more information regarding our liquidity and capital resources. Certain non-GAAP financial measures are also used to determine certain components of performance-based compensation.

We have included reconciliations of our non-GAAP financial measures to the most comparable US GAAP financial measures for the three and nine months ended September 30, 2024 and 2023 below.

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

Three Months Ended September 30,

(dollars in millions)2024Percentage of Net Sales2023Percentage of Net SalesPercent Change

Operating income, as reported$481.6 8.7 %$478.4 8.5 %0.7 %

Amortization of intangibles(1)

37.7 37.3

Equity-based compensation2.7 26.0

Transformation initiatives(2)

8.3 6.4

Acquisition and integration expenses0.5 7.1

Workplace optimization(3)

2.2 (0.4)

Other adjustments1.0 1.5

Non-GAAP operating income$534.0 9.7 %$556.3 9.9 %(4.0)%

Nine Months Ended September 30,

(dollars in millions)2024Percentage of Net Sales2023Percentage of Net SalesPercent Change

Operating income, as reported$1,242.7 7.9 %$1,245.9 7.6 %(0.3)%

Amortization of intangibles(1)

113.2 116.2

Equity-based compensation50.8 71.6

Transformation initiatives(2)

23.1 16.0

Acquisition and integration expenses2.1 24.7

Workplace optimization(3)

9.5 42.5

Other adjustments6.4 3.5

Non-GAAP operating income$1,447.8 9.2 %$1,520.4 9.3 %(4.8)%

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

(2)Includes costs related to strategic transformation initiatives focused on optimizing various operations and systems.

(3)Includes costs related to the workforce reduction program and charges related to the reduction of our real estate lease portfolio.

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Non-GAAP net income and Non-GAAP net income per diluted share

Three Months Ended September 30,

20242023

(dollars and shares in millions, except per share amounts)Income before income taxesIncome tax expense(1)

Net incomeIncome before income taxesIncome tax expense(1)

Net incomeNet Income Percent Change

US GAAP, as reported$427.6 $(111.2)$316.4 $419.8 $(104.3)$315.5 0.3 %

Amortization of intangibles(2)

37.7 (9.8)27.9 37.3 (9.7)27.6

Equity-based compensation2.7 (0.3)2.4 26.0 (10.3)15.7

Transformation initiatives(3)

8.3 (2.1)6.2 6.4 (1.7)4.7

Acquisition and integration expenses0.5 (0.1)0.4 7.1 (1.8)5.3

Workplace optimization(4)

2.2 (0.6)1.6 (0.4)- (0.4)

Other adjustments0.1 (0.1)- 1.5 (0.5)1.0

Non-GAAP$479.1 $(124.2)$354.9 $497.7 $(128.3)$369.4 (3.9)%

Net income per diluted share, as reported$2.34 $2.32

Non-GAAP net income per diluted share$2.63 $2.72

Shares used in computing US GAAP and Non-GAAP net income per diluted share134.9 135.9

Nine Months Ended September 30,

20242023

(dollars and shares in millions, except per share amounts)Income before income taxesIncome tax expense(1)

Net incomeIncome before income taxesIncome tax expense(1)

Net incomeNet Income Percent Change

US GAAP, as reported$1,083.9 $(270.3)$813.6 $1,069.5 $(261.3)$808.2 0.7 %

Amortization of intangibles(2)

113.2 (29.4)83.8 116.2 (30.2)86.0

Equity-based compensation50.8 (23.4)27.4 71.6 (32.7)38.9

Transformation initiatives(3)

23.1 (6.0)17.1 16.0 (4.2)11.8

Acquisition and integration expenses2.1 (0.5)1.6 24.7 (6.4)18.3

Workplace optimization(4)

9.5 (2.5)7.0 42.5 (11.1)31.4

Other adjustments5.5 (1.5)4.0 3.5 (1.0)2.5

Non-GAAP$1,288.1 $(333.6)$954.5 $1,344.0 $(346.9)$997.1 (4.3)%

Net income per diluted share, as reported$6.00 $5.92

Non-GAAP net income per diluted share$7.04 $7.31

Shares used in computing US GAAP and Non-GAAP net income per diluted share135.5136.4

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

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

(3)Includes costs related to strategic transformation initiatives focused on optimizing various operations and systems.

(4)Includes costs related to the workforce reduction program and charges related to the reduction of our real estate lease portfolio.

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Net sales on a constant currency basis

Three Months Ended September 30,Nine Months Ended September 30,

(dollars in millions)20242023Percent Change(1)

Average Daily % Change(1)

20242023Percent Change(1)

Average Daily % Change(1)

Net sales, as reported$5,516.6 $5,628.3 (2.0)%(3.5)%$15,812.7 $16,357.5 (3.3)%(3.8)%

Foreign currency translation(2)

• 6.6 - 27.2

Net sales, on a constant currency basis$5,516.6 $5,634.9 (2.1)%(3.6)%$15,812.7 $16,384.7 (3.5)%(4.0)%

(1)There were 64 and 63 selling days for the three months ended September 30, 2024 and 2023, respectively. There were 192 and 191 selling days for the nine months ended September 30, 2024 and 2023, respectively. Average daily sales is defined as Net sales divided by the number of selling days.

(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the current year.

Free cash flow and Adjusted free cash flow

Nine Months Ended September 30,

(dollars in millions)20242023

Net cash provided by operating activities$932.0 $1,062.2

Capital expenditures(94.0)(114.7)

Free cash flow838.0 947.5

Net change in accounts payable - inventory financing(73.9)165.4

Adjusted free cash flow(1)

$764.1 $1,112.9

(1)Defined as Net cash provided by operating activities less capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.

Seasonality

While we have not historically experienced significant seasonality throughout the year, sales in our Public segment have historically been higher in the second and third quarter than in other quarters primarily due to the buying patterns of education and government customers.

Liquidity and Capital Resources

Overview

We finance our operations and capital expenditures with cash from operations and borrowings under our variable rate senior unsecured revolving loan facility (the "Revolving Loan Facility"). As of September 30, 2024, we had $1.3 billion of availability for borrowings under our Revolving Loan Facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes dividend payments, assessment of debt levels, acquisitions and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions and working capital management.

Long-Term Debt and Financing Arrangements

As of September 30, 2024, we had total unsecured indebtedness of $6.0 billion, and we were in compliance with the covenants under our credit agreements and indentures.

During the third quarter of 2024, we issued $600 million aggregate principal amount of 5.100% Senior Notes due 2030 and $600 million aggregate principal amount of 5.550% Senior Notes due 2034 (collectively, the "Notes"). Concurrent with the Notes issuance, we settled a cash tender offer for $391 million and $389 million of the outstanding aggregate principal amounts under the 5.500% Senior Notes due 2024 and the 4.125% Senior Notes due 2025, respectively.

We may from time to time repurchase one or more series of our outstanding unsecured senior notes, depending on market conditions, contractual commitments, our capital needs and other factors. Repurchases of our senior notes may be made by

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open market or privately negotiated transactions and may be pursuant to Rule 10b5-1 plans or otherwise. On October 7, 2024, we redeemed the remaining outstanding 5.500% Senior Notes due 2024, which were scheduled to mature on December 1, 2024, at par for $184 million.

For additional information regarding our debt and refinancing activities, see Note 5 (Debt) to the accompanying Consolidated Financial Statements.

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions to enhance liquidity. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense or other incremental expenses associated with these agreements as balances are paid when they are due. For additional information, see Note 4 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.

Share Repurchase Program

During the nine months ended September 30, 2024, we repurchased 1.6 million shares of our common stock for $354 million under the previously announced share repurchase program. For additional information on our share repurchase program, see "Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds."

Dividends

A summary of 2024 dividend activity for our common stock is as follows:

Dividend AmountDeclaration DateRecord DatePayment Date

$0.620February 6, 2024February 26, 2024March 12, 2024

$0.620April 30, 2024May 24, 2024June 11, 2024

$0.620July 30, 2024August 26, 2024September 10, 2024

On October 30, 2024, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.625 per share. The dividend will be paid on December 10, 2024 to all stockholders of record as of the close of business on November 25, 2024.

The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions (including in current or future agreements governing our indebtedness), restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant.

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Cash Flows

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

Nine Months Ended September 30,

(dollars in millions)20242023

Net cash provided by operating activities$932.0 $1,062.2

Investing Activities:

Capital expenditures(94.0)(114.7)

Purchases of short-term investments(211.1)-

Other cash flows used in investing activities(0.4)(81.2)

Net cash used in investing activities(305.5)(195.9)

Financing Activities:

Net change in accounts payable - inventory financing(73.9)165.4

Other cash flows used in financing activities(196.8)(905.1)

Net cash used in financing activities(270.7)(739.7)

Effect of exchange rate changes on cash and cash equivalents2.2 (1.1)

Net increase in cash and cash equivalents$358.0 $125.5

Operating Activities

Cash flows from operating activities are as follows:

Nine Months Ended September 30,

(dollars in millions)20242023Change

Net income$813.6 $808.2 $5.4

Adjustments for the impact of non-cash items(1)

250.0 277.2 (27.2)

Net income adjusted for the impact of non-cash items1,063.6 1,085.4 (21.8)

Changes in assets and liabilities:

Accounts receivable(2)

(320.9)42.7 (363.6)

Merchandise inventory(3)

(10.5)96.1 (106.6)

Accounts payable-trade(4)

287.5 (273.3)560.8

Other(5)

(87.7)111.3 (199.0)

Net cash provided by operating activities$932.0 $1,062.2 $(130.2)

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

(2)The change is primarily due to timing of collections, including multi-year transactions.

(3)The change is primarily due to customer-driven stocking positions.

(4)The change is primarily due to timing of payments, including multi-year transactions.

(5)The change is primarily due to higher vendor receivables in 2024.

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

September 30,

(in days)20242023

Days of sales outstanding (DSO)(1)

79 73

Days of supply in inventory (DIO)(2)

14 14

Days of purchases outstanding (DPO)(3)

(76)(72)

Cash conversion cycle17 15

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

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

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

The cash conversion cycle increased to 17 days at September 30, 2024, compared to 15 days at September 30, 2023. The overall increase was primarily driven by an increase in DSO due to multi-year transactions and timing of collections. This was partially offset by an increase in DPO due to multi-year transactions and timing of payments. Netted down revenue results in an increase to both DSO and DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis within Net sales.

Investing Activities

Net cash used in investing activities increased $110 million for the nine months ended September 30, 2024 compared to September 30, 2023. This increase was primarily due to purchases of short-term investments with no similar activity in the prior year, partially offset by cash flows for acquisitions in 2023.

Financing Activities

Net cash used in financing activities decreased $469 million for the nine months ended September 30, 2024 compared to September 30, 2023. This decrease was primarily driven by the Notes issuance and lower share repurchases, partially offset by the payments related to the settlement on the cash tender offer and decreased activity associated with inventory financing arrangements. For additional information regarding the inventory financing agreements, see Note 4 (Inventory Financing Agreements) and for debt activities, see Note 5 (Debt) to the accompanying Consolidated Financial Statements.

Issuers and Guarantors of Debt Securities

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

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

•structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries; and

•rank equal in right of payment with all of the Issuers' and the Guarantors' existing and future unsecured senior debt.

The following tables set forth Balance Sheet information as of September 30, 2024 and December 31, 2023, and Statement of Operations information for the nine months ended September 30, 2024 and for the year ended December 31, 2023. The financial information includes the accounts of the Issuers and the accounts of the Guarantors (the "Obligor Group"). The financial information of the Obligor Group is presented on a combined basis and the intercompany balances and transactions between the Obligor Group have been eliminated.

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Balance Sheet Information

(dollars in millions)September 30, 2024December 31, 2023

Current assets$6,678.6 $5,770.0

Goodwill3,940.7 3,939.7

Other assets2,093.4 1,978.4

Total Non-current assets6,034.1 5,918.1

Current liabilities4,980.8 4,975.4

Long-term debt5,607.3 5,031.4

Other liabilities878.0 697.7

Total Long-term liabilities$6,485.3 $5,729.1

Statement of Operations Information

(dollars in millions)Nine Months Ended September 30, 2024Year Ended December 31, 2023

Net sales$13,913.7 $18,759.4

Gross profit3,079.0 4,106.4

Operating income1,170.0 1,507.3

Net income762.2 945.6

Commitments and Contingencies

The information set forth in Note 9 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Critical Accounting Policies and Estimates

Our critical accounting policies have not changed from those reported in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recent Accounting Pronouncements

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

Forward-Looking Statements

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

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

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled "Trends and Key Factors Affecting our Financial Performance" above, the section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2023 and from time to

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time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission ("SEC") filings and public communications. These factors include, among others, inflationary pressures; level of interest rates; CDW's relationships with vendor partners and terms of their agreements; continued innovations in technology by CDW's vendor partners; the use or capabilities of artificial intelligence; substantial competition that could reduce CDW's market share; the continuing development, maintenance and operation of CDW's information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to provide high-quality services to CDW's customers; potential losses of any key personnel, significant increases in labor costs or ineffective workforce management; potential adverse occurrences at one of CDW's primary facilities or third-party data centers, including as a result of climate change; increases in the cost of commercial delivery services or disruptions of those services; CDW's exposure to accounts receivable and inventory risks; future acquisitions or alliances; fluctuations in CDW's operating results; fluctuations in foreign currency; global and regional economic and political conditions, including the impact of pandemics such as COVID-19 and armed conflicts; potential interruptions of the flow of products from suppliers; decreases in spending on technology products and services, including impacts of adverse change in government spending policies; potential failures to comply with Public segment contracts or applicable laws and regulations; current and future legal proceedings, investigations and audits, including intellectual property infringement claims; changes in laws, including regulations or interpretations thereof, or the potential failure to meet stakeholder expectations on environmental sustainability and corporate responsibility matters; CDW's level of indebtedness; restrictions imposed by agreements relating to CDW's indebtedness on its operations and liquidity; failure to maintain the ratings assigned to CDW's debt securities by rating agencies; changes in, or the discontinuation of, CDW's share repurchase program or dividend payments; and other risk factors or uncertainties identified from time to time in CDW's filings with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by those cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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