CDW Corp [CDW] Filings

10-Q 1 cdw-20240630.htm 10-Q cdw-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

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

For the transition period from to

Commission File Number: 001-35985

CDW CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						26-0273989
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 N. Milwaukee Avenue
Vernon Hills, Illinois						60061
(Address of principal executive offices)						(Zip Code)

(847) 465-6000

(Registrant’s telephone number, including area code)

None

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CDW	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

As of July 26, 2024, there were 133,575,556 shares of common stock, $0.01 par value, outstanding.

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of June 30 , 2024 and December 31, 2023	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30 , 2024 and 2023	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2024 and 2023	6
	Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30 , 2024 and 2023	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
SIGNATURES		37

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements


CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars and shares in millions, except per share amounts)
	June 30, 2024		December 31, 2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	665.3	$	588.7
Accounts receivable, net of allowance for credit losses of $32.6 and $28.8, respectively	4,718.8		4,567.5
Merchandise inventory	724.8		668.1
Miscellaneous receivables	545.3		470.5
Prepaid expenses and other	389.4		410.2
Total current assets	7,043.6		6,705.0
Operating lease right-of-use assets	130.9		128.8
Property and equipment, net	186.9		195.5
Goodwill	4,409.3		4,413.4
Other intangible assets, net	1,295.0		1,369.7
Other assets	573.0		472.2
Total Assets	$	13,638.7	$	13,284.6
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable-trade	$	3,118.6	$	2,881.0
Accounts payable-inventory financing	404.2		430.9
Current maturities of long-term debt	1,203.5		613.1
Contract liabilities	451.4		487.4
Accrued expenses and other current liabilities:
Compensation	296.2		303.0
Advertising	145.1		119.9
Sales and income taxes	80.7		52.4
Other	508.4		554.3
Total current liabilities	6,208.1		5,442.0
Long-term liabilities:
Debt	4,424.8		5,031.8
Deferred income taxes	151.7		171.4
Operating lease liabilities	161.7		164.0
Other liabilities	517.5		432.9
Total long-term liabilities	5,255.7		5,800.1
Commitments and contingencies (Note 9)
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; 133.6 and 134.1 shares outstanding, respectively	1.3		1.3
Paid-in capital	3,789.9		3,691.3
Accumulated deficit	(1,481.3)		(1,525.5)
Accumulated other comprehensive loss	(135.0)		(124.6)
Total stockholders’ equity	2,174.9		2,042.5
Total Liabilities and Stockholders’ Equity	$	13,638.7	$	13,284.6

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

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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,
	2024		2023		2024		2023
Net sales	$	5,423.4	$	5,626.1	$	10,296.1	$	10,729.2
Cost of sales	4,240.3		4,444.6		8,049.7		8,458.3
Gross profit	1,183.1		1,181.5		2,246.4		2,270.9
Selling and administrative expenses	750.0		769.3		1,485.3		1,503.4
Operating income	433.1		412.2		761.1		767.5
Interest expense, net	(52.3)		(58.2)		(103.6)		(115.9)
Other expense, net	(1.1)		(0.6)		(1.2)		(1.9)
Income before income taxes	379.7		353.4		656.3		649.7
Income tax expense	(98.6)		(90.8)		(159.1)		(157.0)
Net income	$	281.1	$	262.6	$	497.2	$	492.7

Net income per common share:
Basic	$	2.10	$	1.95	$	3.70	$	3.65
Diluted	$	2.07	$	1.92	$	3.66	$	3.60

Weighted-average common shares outstanding:
Basic	134.1		134.6		134.3		135.1
Diluted	135.6		136.1		135.8		136.7

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

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	281.1	$	262.6	$	497.2	$	492.7
Other comprehensive income (loss), net of tax:
Unrealized gain from cash flow hedge	0.1		—		1.9		—

Foreign currency translation adjustments	(1.7)		18.0		(12.3)		27.6
Other comprehensive (loss) income	(1.6)		18.0		(10.4)		27.6
Comprehensive income	$	279.5	$	280.6	$	486.8	$	520.3

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

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)
	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	497.2	$	492.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	136.7		136.6
Equity-based compensation expense	48.1		45.6
Deferred income taxes	(19.9)		(24.1)
Provision for credit losses	9.8		8.4
Other	2.9		20.8
Changes in assets and liabilities:
Accounts receivable	(161.5)		(13.0)
Merchandise inventory	(57.7)		17.0
Other assets	(203.8)		97.2
Accounts payable-trade	236.9		(39.7)
Other liabilities	101.2		(147.9)
Net cash provided by operating activities	589.9		593.6
Cash flows from investing activities:
Capital expenditures	(60.4)		(71.3)
Acquisitions of businesses, net of cash acquired	(0.2)		(75.5)


Net cash used in investing activities	(60.6)		(146.8)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—		201.3
Repayments of borrowings under revolving credit facility	—		(275.7)

Repayments of long-term debt	—		(50.0)
Repayments of receivable financing liability	(19.1)		(40.5)

Net change in accounts payable-inventory financing	(26.7)		161.6

Repurchases of common stock	(254.0)		(396.1)
Proceeds from stock option exercises	35.0		20.5
Payment of incentive compensation plan withholding taxes	(30.7)		(32.8)
Dividend payments	(166.3)		(159.3)
Other	12.2		11.5
Net cash used in financing activities	(449.6)		(559.5)
Effect of exchange rate changes on cash and cash equivalents	(3.1)		1.4
Net increase (decrease) in cash and cash equivalents	76.6		(111.3)
Cash and cash equivalents—beginning of period	588.7		315.2
Cash and cash equivalents—end of period	$	665.3	$	203.9
Supplementary disclosure of cash flow information:
Interest paid	$	(114.2)	$	(117.0)
Income taxes paid, net	$	(147.6)	$	(174.9)

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

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars and shares in millions) (unaudited)
	Three Months Ended June 30, 2024
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of March 31, 2024	134.4	$	1.3	$	3,745.0	$	(1,474.2)	$	(133.4)	$	2,138.7
Net income	—	—		—		281.1		—		281.1
Equity-based compensation expense	—	—		28.7		—		—		28.7
Stock option exercises	0.1	—		6.1		—		—		6.1
Coworker Stock Purchase Plan	—	—		9.5		—		—		9.5
Repurchases of common stock	(0.9)	—		—		(201.9)		—		(201.9)
Dividends paid ($0.62 per share)	—	—		0.6		(83.6)		—		(83.0)
Incentive compensation plan stock withheld for taxes	—	—		—		(0.8)		—		(0.8)
Unrealized gain from hedge accounting	—	—		—		—		0.1		0.1

Foreign currency translation and other	—	—		—		(1.9)		(1.7)		(3.6)
Balance as of June 30, 2024	133.6	$	1.3	$	3,789.9	$	(1,481.3)	$	(135.0)	$	2,174.9


	Three Months Ended June 30, 2023
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of March 31, 2023	135.0	$	1.4	$	3,557.3	$	(1,847.0)	$	(142.8)	$	1,568.9
Net income	—	—		—		262.6		—		262.6
Equity-based compensation expense	—	—		24.8		—		—		24.8
Stock option exercises	—	—		7.7		—		—		7.7
Coworker Stock Purchase Plan	0.1	—		9.4		—		—		9.4
Repurchases of common stock	(1.1)	(0.1)		—		(196.0)		—		(196.1)
Dividends paid ($0.59 per share)	—	—		0.3		(79.7)		—		(79.4)
Incentive compensation plan stock withheld for taxes	—	—		—		(1.2)		—		(1.2)


Foreign currency translation and other	—	—		—		(1.5)		18.0		16.5
Balance as of June 30, 2023	134.0	$	1.3	$	3,599.5	$	(1,862.8)	$	(124.8)	$	1,613.2

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CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars and shares in millions) (unaudited)
	Six Months Ended June 30, 2024
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of December 31, 2023	134.1	$	1.3	$	3,691.3	$	(1,525.5)	$	(124.6)	$	2,042.5
Net income	—	—		—		497.2		—		497.2
Equity-based compensation expense	—	—		48.1		—		—		48.1
Stock option exercises	0.6	—		35.0		—		—		35.0
Coworker Stock Purchase Plan	—	—		14.4		—		—		14.4
Repurchases of common stock	(1.1)	—		—		(254.0)		—		(254.0)
Dividends paid ($1.24 per share)	—	—		1.1		(167.4)		—		(166.3)
Incentive compensation plan stock withheld for taxes	—	—		—		(30.7)		—		(30.7)
Unrealized gain from hedge accounting	—	—		—		—		1.9		1.9

Foreign currency translation and other	—	—		—		(0.9)		(12.3)		(13.2)
Balance as of June 30, 2024	133.6	$	1.3	$	3,789.9	$	(1,481.3)	$	(135.0)	$	2,174.9


	Six Months Ended June 30, 2023
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance as of December 31, 2022	135.5	$	1.4	$	3,518.1	$	(1,763.8)	$	(152.4)	$	1,603.3
Net income	—	—		—		492.7		—		492.7
Equity-based compensation expense	—	—		45.6		—		—		45.6
Stock option exercises	0.5	—		20.5		—		—		20.5
Coworker Stock Purchase Plan	0.1	—		14.4		—		—		14.4
Repurchases of common stock	(2.1)	(0.1)		—		(396.0)		—		(396.1)
Dividends paid ($1.18 per share)	—	—		0.9		(160.2)		—		(159.3)
Incentive compensation plan stock withheld for taxes	—	—		—		(32.8)		—		(32.8)


Foreign currency translation and other	—	—		—		(2.7)		27.6		24.9

Balance as of June 30, 2023	134.0	$	1.3	$	3,599.5	$	(1,862.8)	$	(124.8)	$	1,613.2

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

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

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

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

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

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 (the “Consolidated Financial Statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the US Securities and Exchange Commission (the “SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The presentation of the Consolidated Financial Statements requires the Company to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company’s financial position, results of operations, comprehensive income, cash flows and changes in stockholders’ equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “December 31, 2023 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, 2023 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact this ASU will have on its disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses included in a segment’s profit or loss measure on an annual and interim basis. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

periods within fiscal years beginning after December 15, 2024. Entities are required to apply the amendments on a retrospective basis. The Company is currently evaluating the impact this 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, 2024		December 31, 2023
Accounts receivable, current(1)	$	4,718.8	$	4,567.5
Accounts receivable, noncurrent(2)	488.7		337.5
Total accounts receivable	$	5,207.5	$	4,905.0

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

(2)Accounts receivable, noncurrent are presented within Other assets 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 is derecognized from the Consolidated Balance Sheet upon receipt of payment from the third-party financing company. During the six months ended June 30, 2024 and 2023, the Company sold approximately $213 million and $219 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, 2024		December 31, 2023
Contract assets(1)	$	94.6	$	111.8
Contract liabilities(2)(3)	$	484.7	$	527.4

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

(2)Includes $33 million and $40 million of long-term contract liabilities that are presented within Other liabilities on the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, respectively.

(3)During the six months ended June 30, 2024 and 2023, the Company recognized revenue of $237 million and $265 million, respectively, related to its contract liabilities that were included in the beginning balance of the respective periods.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of June 30, 2024 related to non-cancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.


	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	101.2	$	59.8	$	31.8	$	14.2

4. Inventory Financing Agreements

The Company has entered into agreements with financial institutions to facilitate the purchase of inventory from designated suppliers under certain terms and conditions to enhance liquidity. Under these agreements, the Company receives extended payment terms and agrees to pay the financial institutions a stated amount of confirmed invoices

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2024 and December 31, 2023 were $404 million and $431 million, respectively, and are separately presented as Accounts payable-inventory financing on the Consolidated Balance Sheets. The majority of such outstanding amounts relates to a floorplan sub-facility that is incorporated in the Company’s Revolving Loan Facility, as defined within Note 6 (Debt). A portion of the Company’s availability under the Revolving Loan Facility is reserved to cover the obligation to pay the financial institution. For additional information regarding the Revolving Loan Facility, see Note 6 (Debt).

5. Financial Instruments

The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company’s indebtedness creates interest rate risk on its variable-rate debt. The Company may use derivative financial instruments to manage its exposure to interest rate risk. For additional information, see Note 6 (Debt).

The Company has interest rate collar agreements that provide for a contractually specified interest rate cap and an interest rate floor based on a Secured Overnight Financing Rate (“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, 2024.

As of June 30, 2024 and December 31, 2023, the interest rate collar agreements were classified within Other assets and Long-term liabilities - Other liabilities, respectively, 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, 2024 and December 31, 2023, and these agreements mature on September 30, 2026.

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

The interest rate collars are designated as cash flow hedges. The changes in the fair value of derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss (“AOCL”) and are subsequently reclassified into Interest expense, net in the period when the hedged forecasted transaction affects earnings. During the three and six months ended June 30, 2024 and 2023, 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.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

6. Debt


				June 30, 2024		December 31, 2023
	Maturity Date	Interest Rate		Amount		Amount
Credit Facility

Senior unsecured revolving loan facility	December 2026	Variable		$	—	$	—


Term Loan
Senior unsecured term loan facility	December 2026	Variable		634.5		634.5

Unsecured Senior Notes
Senior notes due 2024	December 2024	5.500	%	575.0		575.0
Senior notes due 2025	May 2025	4.125	%	600.0		600.0
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 2031	December 2031	3.569	%	1,000.0		1,000.0
Total unsecured senior notes				4,975.0		4,975.0

Receivable financing liability				38.3		56.9
Other long-term obligations				4.9		6.9
Unamortized deferred financing fees				(24.4)		(28.4)
Current maturities of long-term debt				(1,203.5)		(613.1)
Total long-term debt				$	4,424.8	$	5,031.8

As of June 30, 2024, the Company is in compliance with the covenants under its credit agreements and indentures.

Credit Facility

The Company has a variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”) from which it may draw tranches denominated in US dollars, British pounds or Euros. The interest rate is based on SOFR plus a spread adjustment and a margin based on the Company’s senior unsecured rating. The Revolving Loan Facility is used by the Company for borrowings, issuances of letters of credit and floorplan financing. As of June 30, 2024, the Company could have borrowed up to an additional $1.2 billion under the Revolving Loan Facility. As of June 30, 2024, the Revolving Loan Facility had $355 million reserved for the floorplan sub-facility.

Term Loan

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

Unsecured Senior Notes

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

Receivable Financing

The receivable financing liability relates to certain accounts receivable transferred to third-party financial institutions that did not qualify as a sale under the terms of the agreements. While the terms of such agreements are on a nonrecourse basis, the transfers of accounts receivable could not achieve certain criteria that would allow

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

derecognition of the accounts receivable. The proceeds from these arrangements are recognized as a liability and the associated accounts receivable remains on the Consolidated Balance Sheet until the liability is settled. The Company did not execute any transfers under these agreements during the six months ended June 30, 2024.

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 deferred financing costs, were as follows:


	June 30, 2024		December 31, 2023
Fair value	$	5,310.7	$	5,348.2
Carrying value	$	5,652.7	$	5,673.3

7. Income Taxes

Income tax expense was $99 million and $91 million for the three months ended June 30, 2024 and 2023, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.0% and 25.7% for the three months ended June 30, 2024 and 2023, respectively.

Income tax expense was $159 million and $157 million for the six months ended June 30, 2024 and 2023, respectively. The effective tax rate was 24.2% for both the six months ended June 30, 2024 and 2023.

The effective tax rate for both the three and six months ended June 30, 2024 and 2023 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.

8. 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,
	2024	2023	2024	2023
Basic weighted-average shares outstanding	134.1	134.6	134.3	135.1
Effect of dilutive securities(1)	1.5	1.5	1.5	1.6
Diluted weighted-average shares outstanding(2)	135.6	136.1	135.8	136.7

(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 0.3 million potential common shares excluded from diluted weighted-average shares outstanding for both the three and six months ended June 30, 2024 and 2023. Inclusion of these common shares in diluted weighted-average shares outstanding would have had an anti-dilutive effect.

9. 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2024, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s Consolidated Financial Statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

The Company received a Civil Investigative Demand, issued by the Department of Justice (“DOJ”) on June 11, 2024, in connection with a False Claims Act investigation. The DOJ requested information relating to bids the Company submitted for contracts funded in whole or in part by the Schools and Libraries Program (E-Rate Program). The Company is cooperating with the DOJ and, at this stage of the investigation, is unable to assess the probability of any outcome or the range of possible loss, if any.

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10. Segment Information

The Company’s segment information reflects the way the chief operating decision maker uses internal reporting to evaluate business performance, allocate resources and manage operations.

The Company has three reportable segments: Corporate, which is primarily comprised of private sector business customers with more than 250 employees in the US, Small Business, which is primarily comprised of private sector business customers with up to 250 employees in the US, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has 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 Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution and fulfillment services to support the Corporate, Small Business and Public segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to all of these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal and coworker services. Headquarters function costs that are not allocated to the segments are included under the heading of “Headquarters” in the tables below.

Information about the Company’s segments is as follows:


	Corporate		Small Business		Public		Other		Headquarters		Total
Three Months Ended June 30, 2024
Net sales	$	2,195.2	$	382.9	$	2,243.3	$	602.0	$	—	$	5,423.4
Operating income (loss)	197.0		45.6		209.2		24.2		(42.9)		433.1
Depreciation and amortization expense	(19.3)		(0.8)		(14.3)		(7.1)		(27.9)		(69.4)

Three Months Ended June 30, 2023
Net sales	$	2,245.0	$	396.2	$	2,295.1	$	689.8	$	—	$	5,626.1
Operating income (loss)	206.5		42.4		210.3		32.4		(79.4)		412.2
Depreciation and amortization expense	(19.6)		(1.1)		(14.2)		(7.5)		(23.5)		(65.9)

Six Months Ended June 30, 2024
Net sales	$	4,331.1	$	763.8	$	3,968.0	$	1,233.2	$	—	$	10,296.1
Operating income (loss)	375.0		92.1		335.2		49.5		(90.7)		761.1
Depreciation and amortization expense	(39.1)		(1.8)		(27.7)		(14.2)		(53.9)		(136.7)

Six Months Ended June 30, 2023
Net sales	$	4,448.7	$	807.6	$	4,107.9	$	1,365.0	$	—	$	10,729.2
Operating income (loss)	399.8		83.9		337.8		68.9		(122.9)		767.5
Depreciation and amortization expense	(42.4)		(2.4)		(30.4)		(15.3)		(46.1)		(136.6)

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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, 2024
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	2,182.7	$	376.9	$	2,242.0	$	7.5	$	4,809.1
Rest of World	12.5		6.0		1.3		594.5		614.3
Total Net sales	$	2,195.2	$	382.9	$	2,243.3	$	602.0	$	5,423.4

Major Product and Services
Hardware	$	1,532.2	$	307.3	$	1,796.2	$	426.2	$	4,061.9
Software	416.2		53.5		288.7		97.2		855.6
Services	231.2		17.7		153.6		75.9		478.4
Other(2)	15.6		4.4		4.8		2.7		27.5
Total Net sales	$	2,195.2	$	382.9	$	2,243.3	$	602.0	$	5,423.4

Sales by Channel
Corporate	$	2,195.2	$	—	$	—	$	—	$	2,195.2
Small Business	—		382.9		—		—		382.9
Government	—		—		639.1		—		639.1
Education	—		—		1,017.4		—		1,017.4
Healthcare	—		—		586.8		—		586.8
Other	—		—		—		602.0		602.0
Total Net sales	$	2,195.2	$	382.9	$	2,243.3	$	602.0	$	5,423.4

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	1,830.4	$	337.2	$	1,992.2	$	512.0	$	4,671.8
Transferred at a point in time where CDW is agent	193.2		34.2		134.5		30.8		392.7
Transferred over time where CDW is principal	171.6		11.5		116.6		59.2		358.9
Total Net sales	$	2,195.2	$	382.9	$	2,243.3	$	602.0	$	5,423.4

(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.

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


	Three Months Ended June 30, 2023
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	2,214.0	$	390.7	$	2,293.8	$	5.4	$	4,903.9
Rest of World	31.0		5.5		1.3		684.4		722.2
Total Net sales	$	2,245.0	$	396.2	$	2,295.1	$	689.8	$	5,626.1

Major Product and Services
Hardware	$	1,596.4	$	317.5	$	1,884.9	$	481.5	$	4,280.3
Software	388.8		58.6		274.1		142.6		864.1
Services	243.4		15.5		131.4		62.9		453.2
Other(2)	16.4		4.6		4.7		2.8		28.5
Total Net sales	$	2,245.0	$	396.2	$	2,295.1	$	689.8	$	5,626.1

Sales by Channel
Corporate	$	2,245.0	$	—	$	—	$	—	$	2,245.0
Small Business	—		396.2		—		—		396.2
Government	—		—		681.2		—		681.2
Education	—		—		1,026.8		—		1,026.8
Healthcare	—		—		587.1		—		587.1
Other	—		—		—		689.8		689.8
Total Net sales	$	2,245.0	$	396.2	$	2,295.1	$	689.8	$	5,626.1

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	$	1,891.3	$	354.9	$	2,080.7	$	607.3	$	4,934.2
Transferred at a point in time where CDW is agent	185.0		32.9		116.7		26.7		361.3
Transferred over time where CDW is principal	168.7		8.4		97.7		55.8		330.6
Total Net sales	$	2,245.0	$	396.2	$	2,295.1	$	689.8	$	5,626.1

(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Six Months Ended June 30, 2024
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	4,298.6	$	752.9	$	3,964.8	$	13.4	$	9,029.7
Rest of World	32.5		10.9		3.2		1,219.8		1,266.4
Total Net sales	$	4,331.1	$	763.8	$	3,968.0	$

CDW Corp [CDW] Filings
10-Q	[2024-07-31]
10-Q	[2024-05-01]
10-K	[2024-02-26]
10-Q	[2023-11-01]
10-Q	[2023-08-02]
10-Q	[2023-05-03]
10-K	[2023-02-24]
10-Q	[2022-11-02]
10-Q	[2022-08-03]
10-Q	[2022-05-04]
10-K	[2022-02-28]
10-Q	[2021-11-03]
10-Q	[2021-08-04]
10-Q	[2021-05-05]
10-K	[2021-02-26]
10-Q	[2020-11-02]
10-Q	[2020-08-05]
10-Q	[2020-05-06]
10-K	[2020-02-28]
10-Q	[2019-10-31]
10-Q	[2019-07-31]
10-Q	[2019-05-01]
10-K	[2019-02-27]
10-Q	[2018-10-31]
10-Q	[2018-08-03]
10-Q	[2018-05-03]
10-K	[2018-03-01]
10-Q	[2017-11-02]
10-Q	[2017-08-04]
10-Q	[2017-05-04]
10-K	[2017-03-01]
10-Q	[2016-11-03]
10-Q	[2016-08-04]
10-Q	[2016-05-05]
10-K	[2016-02-25]
10-Q	[2015-11-06]
10-Q	[2015-08-07]
10-Q	[2015-05-08]
10-K	[2015-02-26]
10-Q	[2014-11-12]
10-Q	[2014-08-13]
10-Q	[2014-05-12]
10-K	[2014-03-05]
10-Q	[2013-11-07]
10-Q	[2013-08-12]
10-Q	[2013-05-09]
S-1	[2013-03-22]
10-K	[2013-03-08]
10-Q	[2012-11-09]
10-Q	[2012-08-10]
10-Q	[2012-05-15]
10-K	[2012-03-09]