CDW SEC Filings

CDW 8-K Report, Financial Results (Nov 4, 2026)

CDW Quarterly Report for Q3 Ended Sep 30, 2026

CDW 8-K Report, Executive Changes (Oct 19, 2026)

CDW Corporation filed a Form 8-K on October 19, 2026 to report the appointment of Saranga (Sam) Balaji to its Board of Directors. The Board increased its size from nine to ten directors and appointed Mr. Balaji effective immediately, with the appointment made on October 15, 2026. The Board determined that he is independent under Nasdaq Global Select Market listing standards, and he will serve on the Audit Committee. Mr. Balaji will receive a prorated portion of the annual compensation paid to non-employee directors, as described in the company's definitive proxy statement filed April 10, 2026. He will also enter into the company's standard indemnification agreement. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no material interest in any related-person transaction requiring disclosure under Item 404(a) of Regulation S-K. The filing also furnishes a press release dated October 19, 2026 (Exhibit 99.1) announcing the appointment. According to that release, Mr. Balaji was formerly Global Chief Executive Officer of Consulting & Advisory at Deloitte, currently serves on the board of BlackLine, and brings more than three decades of experience in technology, advisory and global business leadership. The filing contains no financial results or guidance.

CDW 8-K Report, Material Agreement (Sep 21, 2026)

On September 21, 2026, CDW LLC and CDW Finance Corporation (the Co-Issuers) completed the sale of three series of senior notes in a registered offering: $600,000,000 of 5.700% Senior Notes due 2029 at an issue price of 99.908%, $500,000,000 of 6.100% Senior Notes due 2032 at 100.000%, and $400,000,000 of 6.350% Senior Notes due 2033 at 99.805%. CDW Corporation fully and unconditionally guarantees the notes on an unsecured senior basis, and no subsidiary of the company guarantees them. Interest accrues from September 21, 2026, and is paid semi-annually. The notes were issued under a base indenture dated December 1, 2014, as supplemented by three new supplemental indentures dated September 21, 2026, with U.S. Bank Trust Company, National Association, as trustee. The Co-Issuers may redeem each series before its par call date at a make-whole price based on treasury rates plus 15 basis points for the 2029 notes, 20 basis points for the 2032 notes, and 25 basis points for the 2033 notes. On or after the par call dates (August 21, 2029, December 15, 2031, and July 21, 2033, respectively), redemption is at 100% of principal plus accrued interest. Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of principal plus accrued interest. The indenture includes covenants that limit liens securing debt, sale and lease-back transactions, and consolidations, mergers, or dispositions of all or substantially all assets, subject to exceptions. It also includes customary events of default, including cross-acceleration. The filing describes the new debt under Items 1.01 and 2.03 as a direct financial obligation.

CDW 8-K Report, Material Agreement (Sep 15, 2026)

CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as guarantor, entered into an underwriting agreement dated September 14, 2026 with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities, LLC as representatives of the underwriters. Under the agreement, the Co-Issuers agreed to issue and sell in a registered public offering $600,000,000 of 5.700% Senior Notes due 2029, $500,000,000 of 6.100% Senior Notes due 2032, and $400,000,000 of 6.350% Senior Notes due 2033, for total aggregate principal of $1.5 billion. The offering is expected to close on September 21, 2026, subject to customary closing conditions. The offering is being made under an effective Form S-3ASR registration statement (File No. 333-293652) first filed February 23, 2026, along with a preliminary prospectus supplement dated September 14, 2026 and a free writing prospectus of the same date. The underwriting agreement includes customary representations, warranties, and mutual indemnification and contribution provisions. Certain information in the agreement has been redacted under Item 601(a)(6) of Regulation S-K. For investors, the filing's key content is the size, pricing structure by maturity, and guarantee arrangement of the new senior notes. The filing does not state the use of proceeds, the offering price, or the resulting effect on the company's debt or financial position.

CDW 8-K Report, Financial Results (Aug 5, 2026)

CDW Corporation reported second quarter 2026 results in an 8-K furnished on August 5, 2026. Net sales rose 10.0 percent to $6,572.2 million from $5,976.6 million, and gross profit increased 6.3 percent to $1,319.8 million, though gross profit margin declined to 20.1 percent from 20.8 percent, which the company attributed mainly to mix into lower-margin hardware categories. Operating income grew 2.0 percent to $428.6 million, while Non-GAAP operating income rose 7.0 percent to $556.0 million. Net income was $274.4 million, up 1.2 percent, and diluted EPS was $2.15 versus $2.05, while Non-GAAP diluted EPS rose 11.9 percent to $2.91. Growth was led by the Commercial segment (up 9.2 percent to $3,965.4 million), Government (up 13.6 percent), and Other (the UK and Canada, up 22.9 percent), with Education nearly flat at 0.7 percent growth. Cash generation weakened in the first half of 2026. Net cash provided by operating activities was $219.7 million versus $443.1 million a year earlier, and free cash flow was $165.8 million versus $393.7 million. Accounts receivable rose to $7,343.7 million from $6,312.4 million at December 31, 2025, and inventory increased to $981.8 million from $563.4 million. Total debt was $5,817.0 million at June 30, 2026, compared with $5,629.8 million at December 31, 2025, and cash fell to $361.8 million. The Board declared a quarterly cash dividend of $0.630 per share, payable September 10, 2026 to holders of record on August 25, 2026. The filing states that approximately $1,138 million remained under the share repurchase program as of June 30, 2026. Management reiterated its confidence in exceeding US IT addressable market growth by 200 to 300 basis points on a constant currency basis.

CDW Quarterly Report for Q2 Ended Jun 30, 2026

CDW Corporation reported net sales of $6.57 billion for the three months ended June 30, 2026, up 10.0% from $5.98 billion a year earlier, and $12.25 billion for the six months, up 9.6%. Net sales growth was led by data storage and servers, notebooks/mobile devices, software, and netcomm products, with all operating segments growing. Gross profit rose 6.3% to $1.32 billion for the quarter, but gross profit margin fell 70 basis points to 20.1%, driven by product mix and lower-margin hardware categories. Operating income increased 2.0% to $428.6 million, while net income rose 1.2% to $274.4 million and diluted EPS was $2.15, compared with $2.05 a year earlier. Non-GAAP diluted EPS was $2.91, versus $2.60. Cash flow weakened notably. Net cash provided by operating activities fell to $219.7 million for the six months from $443.1 million, mainly because of accounts receivable and merchandise inventory build, partly offset by higher accounts payable-trade. The cash conversion cycle lengthened to 21 days from 16 days. Total debt was $5.8 billion, with $175 million drawn on the revolver and $1.7 billion of revolver availability. During the six months, the company repurchased 4.5 million shares for $545 million, and the Board authorized a $1 billion increase to the repurchase program on May 13, 2026, leaving about $1.14 billion remaining at June 30, 2026. The company also declared a quarterly dividend of $0.630 per share on August 5, 2026. The filing also introduces a segment realignment effective January 1, 2026, into Commercial, Government, and Education reportable segments, with CDW UK and CDW Canada reported as Other. In the quarter, Commercial sales rose 9.2% and Government sales rose 13.6%, while Education was up 0.7%. The company notes a DOJ Civil Investigative Demand related to E-Rate bids but says it cannot assess the probability or financial impact of any outcome.

CDW 8-K Report, Executive Changes (Aug 5, 2026)

CDW Corporation (Nasdaq: CDW) disclosed that Chief Financial Officer and Executive Vice President, Enterprise Business Operations Albert J. Miralles intends to retire in 2027 following an orderly transition. Mr. Miralles will remain in his current role until a successor is named to the CFO position, then serve as Executive Advisor through March 31, 2028. The company has begun a search for a successor, and the press release states that the search is currently underway. Under a letter agreement dated August 4, 2026, Mr. Miralles's current compensation is unchanged through March 31, 2027, and he remains eligible for prorated fiscal 2026 and 2027 annual cash incentive awards. From April 1, 2027 through March 31, 2028, his annual base salary will be $60,000, with no annual cash incentive and no participation in the 2027 or 2028 long-term incentive program. His Compensation Protection Agreement continues through March 31, 2027, after which he will no longer be eligible for severance benefits, and he loses his right to resign for Good Reason under that agreement. The filing also furnishes a press release in which Chair and CEO Christine A. Leahy praises Mr. Miralles's role in CDW's transformation and growth strategy over his five years as CFO and a 35-year career. Investors will likely focus on the pace of the CFO search and the continuity of finance leadership during the transition.

CDW 8-K Report, Bylaw Amendment (May 26, 2026)

CDW Corporation reported in this Form 8-K, filed May 26, 2026, the results of its 2026 Annual Meeting of Stockholders, held May 21, 2026. The key governance change is that stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation to permit stockholder action by written consent. The Eighth Amended and Restated Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on May 22, 2026, and the Board adopted Amended and Restated Bylaws stating that stockholders may act by written consent only to the extent and subject to the terms set out in the certificate. Stockholders elected all nine nominated directors to terms expiring at the 2027 Annual Meeting. Several directors received substantially more votes for than against, though Virginia C. Addicott, Lynda M. Clarizio, and others received some against votes, and the 2026 advisory say-on-pay vote showed 104,077,745 votes for, 10,143,765 against and 170,599 abstentions. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 118,479,884 votes for, 2,338,014 against and 94,894 abstentions. Stockholders did not approve a stockholder proposal regarding independent board chair requirements, which received 48,696,005 votes for and 65,473,510 votes against, with 222,594 abstentions. The filing lists the Eighth Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws as exhibits 3.1 and 3.2.

CDW 8-K Report, Regulation FD Disclosure (May 13, 2026)

CDW Corporation's Board of Directors authorized a $1 billion increase to the Company's share repurchase program, as disclosed in an 8-K filed May 13, 2026. The increase is effective immediately and is incremental to the approximately $484 million unused under the repurchase program as of March 31, 2026. Repurchases may be made in the open market or through privately negotiated or other transactions, with timing and amounts based on market conditions, price, regulatory requirements, and capital availability. The program does not obligate the Company to repurchase any specific dollar amount or number of shares, and it may be modified, suspended, or discontinued at any time without prior notice. Future authorizations are at the discretion of the Board. The filing furnishes a press release (Exhibit 99.1) announcing the increase. In the press release, CFO Albert J. Miralles describes share repurchases as one component of capital allocation alongside dividends, strategic M&A, and management of the capital structure. He states that since its June 2013 IPO, CDW has returned approximately $8.4 billion to stockholders through repurchases and dividends.

CDW 8-K Report, Financial Results (May 6, 2026)

CDW Corporation reported first quarter 2026 results on May 6, 2026. Net sales rose 9.2 percent to $5.68 billion from $5.20 billion, with 8.4 percent growth on a constant currency basis, driven mainly by demand for data storage and servers, netcomm products, software, and notebooks/mobile devices. All segments saw improved customer spending. Gross profit increased 6.0 percent to $1.19 billion, but gross profit margin declined to 21.0 percent from 21.6 percent, primarily due to a lower contribution of netted down revenue. Selling and administrative expenses rose 7.0 percent to $814 million, reflecting higher compensation, coworker-related costs, and AI investments. GAAP operating income grew 4.0 percent to $376 million, while non-GAAP operating income rose 1.8 percent to $452 million, with non-GAAP operating income margin at 8.0 percent versus 8.5 percent a year earlier. GAAP net income increased 4.7 percent to $235.4 million, and GAAP diluted EPS rose 7.9 percent to $1.82. Non-GAAP diluted EPS was $2.28, up 6.3 percent, helped by a reduction in diluted shares to 129.5 million from 133.5 million. Operating cash flow was $274.8 million and free cash flow was $248.4 million. The Board declared a quarterly cash dividend of $0.630 per share, payable June 10, 2026 to stockholders of record on May 25, 2026. As of March 31, 2026, approximately $484 million remained under the share repurchase program. Management said it remains confident in its ability to exceed US IT addressable market growth by 200 to 300 basis points on a constant currency basis.

CDW Quarterly Report for Q1 Ended Mar 31, 2026

CDW Corporation's first-quarter 2026 Form 10-Q shows net sales rising 9.2% to $5.68 billion from $5.20 billion, with higher sales across all operating segments. Gross profit grew 6.0% to $1.19 billion, but gross profit margin fell to 21.0% from 21.6%, which the company attributes mainly to a lower contribution of netted down revenue. Operating income increased 4.0% to $376.0 million, and net income rose to $235.4 million from $224.9 million. Diluted EPS was $1.82 versus $1.69 a year earlier. Non-GAAP net income per diluted share was $2.28 compared with $2.15. Cash generation was weaker. Net cash provided by operating activities was $274.8 million versus $287.2 million, mainly because merchandise inventory rose $257.6 million, partly offset by a $341.3 million increase in trade payables. The cash conversion cycle lengthened to 16 days from 15 days, and days of sales outstanding rose to 96 from 86. Net debt was $5.06 billion, compared with $5.16 billion a year earlier. The company repurchased 1.6 million shares for $201 million and paid $81.1 million in dividends. It had $1.9 billion of availability under its revolving loan facility at quarter end. Segment results were mixed. Commercial net sales grew 9.6%, but its operating income fell 1.7%. Government gross profit declined 7.6% on a lower margin, while Education operating income rose 55.7%. The company's UK and Canada operations, reported as Other, grew net sales 17.9%. Management cited higher compensation, including performance-based incentives, and investments to support AI initiatives as drivers of selling and administrative expense growth.

CDW 8-K Report, Regulation FD Disclosure (May 1, 2026)

CDW Corporation filed this Current Report under Item 7.01 (Regulation FD Disclosure) to give investors supplemental, unaudited historical segment data recast for its fiscal 2026 realignment of segment reporting. Effective January 1, 2026, the company realigned its customer-facing sales organization and now reports three segments: Commercial, Government, and Education. CDW UK and CDW Canada are unchanged and reported in an all other category, "Other." Customers previously in the Small business segment are now included across the Commercial segment's customer channels. The filing states that the recast affects only how segment information was previously disclosed, and it does not amend or restate previously reported consolidated financial statements. The company also updated its methodology for allocating headquarters function costs, separating costs that directly support the operating segments from enterprise-wide costs. The updated methodology was applied to all historical periods presented, which changed the operating expense retained by Headquarters. The filing presents quarterly net sales, cost of sales, gross profit, other segment expense items, and operating income by segment for the eight quarters from the first quarter of 2024 through the fourth quarter of 2025, along with net sales by customer channel. For the fourth quarter of 2025, the recast shows total net sales of $5,511.0 million and operating income of $430.7 million. Commercial contributed $3,450.0 million in net sales and $384.9 million in operating income, Government $758.7 million and $63.0 million, Education $633.4 million and $48.0 million, and Other $668.9 million and $29.5 million, with Headquarters costs of $94.7 million. Investors can use the recast history to compare segment performance on a consistent basis across the new structure.

CDW 8-K Report, Executive Changes (Mar 27, 2026)

CDW Corporation filed this Form 8-K dated March 24, 2026 (filed March 27, 2026) to report a change in its board of directors. On March 24, 2026, Sanjay Mehrotra informed the Company that he will not stand for reelection at the Company's 2026 Annual Meeting of Stockholders. Mr. Mehrotra will continue to serve through the remainder of his current term. The filing states that Mr. Mehrotra's decision was not related to any disagreement with the Company on any matter relating to its operations, policies, or practices. The report does not disclose any successor nominee, compensation arrangements, or other financial results. For investors, the filing is a governance notice with no stated financial impact. The key items are the planned departure of a director at the 2026 annual meeting and the explicit statement that the departure does not stem from a disagreement with management or the board.

CDW Annual Report, Year Ended Dec 31, 2025

CDW Corporation, a Fortune 500 company and S&P 500 member, reported 2025 Net sales of $22.42 billion, up 6.8% from $21.00 billion in 2024, with all operating segments contributing growth. Gross profit rose 5.9% to $4.87 billion, but gross profit margin declined 20 basis points to 21.7%, and selling and administrative expenses rose 9.0% to $3.22 billion, leaving Operating income nearly flat at $1.66 billion (up 0.3%). Net income was $1.07 billion, down 1.0% from $1.08 billion, and diluted EPS rose to $8.08 from $7.97. Non-GAAP net income per diluted share was $10.02, versus $9.52 in 2024. Cash generation weakened modestly, with net cash from operating activities of $1.21 billion, down from $1.28 billion, mainly due to a $1.17 billion increase in accounts receivable. Adjusted free cash flow was $1.09 billion. The company repurchased 4.0 million shares for $653 million and paid $328.6 million in dividends. Total debt was $5.6 billion at December 31, 2025, and net debt was $5.01 billion. In December 2025 CDW entered a new five-year $2.25 billion revolving loan facility and a $634.5 million term loan, and it had $1.9 billion of revolver availability at year-end. CDW also announced that, effective January 1, 2026, it will report three segments (Commercial, Government, and Education) in place of Corporate, Small Business, and Public, with historical results recast beginning with the period ending March 31, 2026. The company declared a quarterly dividend of $0.630 per share for payment on March 10, 2026.

CDW 8-K Report, Financial Results (Feb 4, 2026)

CDW Corporation reported fourth quarter and full year 2025 results on February 4, 2026. Fourth quarter net sales rose 6.3% to $5,511.0 million from $5,186.0 million, with gross profit up 8.6% to $1,254.4 million and gross profit margin improving to 22.8% from 22.3%, primarily due to a higher contribution of netted down revenue. Operating income grew 5.4% to $430.7 million, while Non-GAAP operating income rose 0.6% to $502.4 million. Net income increased 5.8% to $279.5 million, and net income per diluted share was $2.14 versus $1.97. Non-GAAP net income per diluted share was $2.57, up 3.8%. For full year 2025, net sales increased 6.8% to $22,424.1 million and gross profit rose 5.9% to $4,873.4 million, though gross profit margin declined to 21.7% from 21.9%, which the company attributed to decreased rates in certain hardware categories. Operating income was nearly flat at $1,655.6 million (up 0.3%), and Selling and administrative expenses rose 9.0% to $3,217.8 million, driven by higher performance-based compensation, transformation costs, and coworker-related costs. Full year net income declined 1.0% to $1,066.6 million, while Non-GAAP net income per diluted share increased 5.2% to $10.02. Net cash provided by operating activities was $1,205.2 million, and management stated that approximately $982 million was returned to shareholders through dividends and share repurchases during the year. The Board declared a quarterly cash dividend of $0.630 per share, payable March 10, 2026 to holders of record on February 25, 2026. For 2026, management continues to target exceeding US IT addressable market growth by 200 to 300 basis points. The company also stated that approximately $685 million remained under its share repurchase program as of December 31, 2025.

CDW 8-K Report, Material Agreement (Dec 23, 2025)

CDW LLC, a subsidiary of CDW Corporation, entered into a new five-year $2,884.5 million senior unsecured credit facility on December 17, 2025. The facility consists of a $634.5 million term loan, fully funded at closing, and a $2,250.0 million revolving loan facility, with a letter of credit subfacility of $175,000,000 and a swingline subfacility of $100,000,000. The New Loan Agreement consolidates, refinances, and replaces the company's prior senior unsecured term loan agreement and revolving credit agreement, both dated December 1, 2021. Proceeds are to be used for working capital, general corporate purposes, and refinancing of indebtedness under the prior loan agreements. The facility carries a maximum leverage ratio covenant of 4.00:1.00, with an option to increase to 4.50:1.00 for four consecutive fiscal quarters following a qualified acquisition, provided total net leverage was at or below 4.00:1.00 for two consecutive quarters beforehand. Borrowings bear interest at an alternate base rate plus an initial margin of 0.125% or a SOFR-based rate plus an initial margin of 1.125%, with pricing tied to CDW's senior unsecured credit ratings. The revolving facility is available in U.S. Dollars, Euros, Sterling, and Canadian Dollars, with a $350.0 million sublimit for UK Borrower borrowings. The company also has the right to request up to $1.0 billion in incremental capacity. Separately, on December 19, 2025, the company entered into Compensation Protection Agreements with Christine A. Leahy, Albert J. Miralles, Frederick J. Kulevich, and Katherine E. Sanderson, effective January 1, 2026. These replace prior agreements and extend their expiration from January 1, 2026 to January 1, 2029. The updated agreements base the pro-rated bonus and bonus calculation on target annual bonus rather than actual performance.

CDW Quarterly Report for Q3 Ended Sep 30, 2025

CDW Corporation's third-quarter 2025 10-Q shows net sales rising to $5.74 billion for the three months ended September 30, 2025, up from $5.52 billion a year earlier, with gross profit of $1.26 billion and gross profit margin of 21.9%. However, operating income fell to $443.3 million from $481.6 million, and net income declined to $291.0 million from $316.4 million, with diluted EPS of $2.21 versus $2.34. For the nine months, net sales grew to $16.91 billion and net income was $787.1 million, versus $813.6 million a year earlier. Non-GAAP operating income was $530.6 million for the quarter, compared with $534.0 million in the prior-year period. Cash generation weakened over the nine months, with net cash provided by operating activities of $771.4 million versus $932.0 million, driven mainly by a $633.0 million increase in accounts receivable. The company repurchased $500.0 million of common stock and paid $246.9 million in dividends. Cash and cash equivalents were $452.9 million at quarter-end, and total debt was $5.6 billion, with $1.3 billion of availability under the Revolving Loan Facility. The cash conversion cycle improved to 11 days from 17 days, though days of sales outstanding rose to 92 from 79. The filing also discloses an ongoing Department of Justice False Claims Act investigation, opened via a Civil Investigative Demand issued June 11, 2024, relating to bids for E-Rate Program-funded contracts. The company says it cannot assess the probability or range of any outcome. In addition, the company implemented a new enterprise resource planning system during the third quarter, which led to changes in internal controls over financial reporting.

CDW 8-K Report, Financial Results (Nov 4, 2025)

CDW Corporation reported third quarter 2025 results on November 4, 2025. Net sales rose 4.0% to $5,737.4 million from $5,516.6 million, and rose 3.8% on a constant currency basis. Growth was driven by higher customer demand for netcomm products, notebooks/mobile devices, desktops, software and services, partially offset by lower data storage and servers. Gross profit increased 4.6% to $1,255.5 million, and gross profit margin improved to 21.9% from 21.8%. However, selling and administrative expenses rose 12.9% to $812.2 million, driven by higher performance-based compensation, transformation costs and acquisition-related intangible amortization, so GAAP operating income fell 8.0% to $443.3 million. Net income declined 8.0% to $291.0 million and diluted EPS fell 5.8% to $2.21. On a non-GAAP basis, net income rose 0.6% to $357.2 million and non-GAAP diluted EPS rose 3.0% to $2.71. For the nine months ended September 30, 2025, net sales grew 7.0% to $16,913.1 million, while GAAP net income fell 3.3% to $787.1 million. Net cash provided by operating activities was $771.4 million, compared with $932.0 million a year earlier, and free cash flow was $692.2 million. Total debt was $5,628.8 million at September 30, 2025, and net debt was $5,175.9 million. The cash conversion cycle was 11 days, compared with 18 days at December 31, 2024. The Board also declared a quarterly cash dividend of $0.630 per share, payable December 10, 2025 to holders of record on November 25, 2025. The company described this as an approximately 1 percent increase over the prior year's dividend, aligned with a target of 25 percent of trailing-twelve-month non-GAAP net income. Management reiterated a target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW 8-K Report, Executive Changes (Oct 28, 2025)

CDW Corporation, filing under its Delaware registrant name CDW Corp Oration, reported in this Form 8-K, dated as of October 27, 2025 and signed October 28, 2025, that Sona Chawla will retire as Chief Growth and Innovation Officer and Executive Vice President effective December 31, 2025. The announcement was made on October 28, 2025, under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers). According to the filing, Ms. Chawla will remain available on a consulting basis until April 9, 2026 to assist with the transition of her responsibilities. The filing does not disclose any financial results, guidance, compensation terms, or a named successor. For investors, this is a routine executive transition with limited immediate financial impact disclosed in the filing. The principal points are the effective retirement date and the defined consulting period that supports the handover of her responsibilities.

CDW 8-K Report, Financial Results (Aug 6, 2025)

CDW Corporation reported second quarter 2025 results on August 6, 2025, with net sales of $5.98 billion, up 10.2 percent from $5.42 billion in the second quarter of 2024 (9.8 percent on a constant currency basis). Growth was driven by higher customer demand for notebooks/mobile devices, software, netcomm products and data storage and servers. Corporate segment net sales rose 17.6 percent and Healthcare customer sales rose 24.1 percent, while Education sales declined 10.9 percent. Gross profit grew 4.9 percent to $1.24 billion, but gross profit margin fell to 20.8 percent from 21.8 percent, which the company attributed to lower rates in certain hardware categories and lower contribution from netted-down revenue. Profitability was mixed on a GAAP basis. Operating income declined 3.0 percent to $420.2 million and net income fell 3.5 percent to $271.2 million, with diluted EPS of $2.05 versus $2.07. Non-GAAP operating income rose 1.8 percent to $519.7 million and non-GAAP net income per diluted share increased 3.9 percent to $2.60. Selling and administrative expenses rose 9.5 percent, mainly due to higher performance-based compensation, transformation costs, workplace optimization costs and acquisition-related intangible amortization. Net cash provided by operating activities for the six months ended June 30, 2025 was $443.1 million, compared with $589.9 million a year earlier. The Board also declared a quarterly cash dividend of $0.625 per common share, payable September 10, 2025 to stockholders of record as of August 25, 2025. The company stated that dividends, share repurchases, strategic M&A and management of its capital structure are its capital allocation priorities, and that it has returned approximately $7.7 billion to stockholders through share repurchases and dividends since its June 2013 IPO.

CDW Quarterly Report for Q2 Ended Jun 30, 2025

CDW Corporation's second-quarter 2025 Form 10-Q shows net sales rising 10.2% to $5.98 billion for the three months ended June 30, 2025, from $5.42 billion a year earlier, with higher sales across all operating segments, driven mainly by notebooks/mobile devices, software, netcomm products and data storage and servers. Gross profit grew 4.9% to $1.24 billion, but gross profit margin fell to 20.8% from 21.8%, and operating income declined 3.0% to $420.2 million. Net income was $271.2 million, down from $281.1 million, and diluted EPS was $2.05 versus $2.07. For the six months, net sales rose 8.5% to $11.18 billion and net income was $496.1 million, roughly flat versus $497.2 million. Non-GAAP diluted EPS was $2.60 for the quarter, up from $2.50. Cash flow from operations weakened to $443.1 million for the first six months from $589.9 million, mainly due to higher accounts receivable and inventory build, partly offset by accounts payable growth. The company repaid $211 million of 4.125% senior notes at maturity in May 2025, funded in part by a matured certificate of deposit. Total unsecured indebtedness was $5.6 billion, with $1.2 billion of revolving loan availability. Shareholder returns continued: the company repurchased 2.0 million shares for $350 million in the first half and paid $165.1 million in dividends. Net debt stood at $5,151.7 million, and cash conversion cycle improved slightly to 16 days from 17. The filing also discloses that the company received a Civil Investigative Demand from the Department of Justice on June 11, 2024, relating to a False Claims Act investigation over bids on E-Rate Program contracts. The company is cooperating and states it cannot assess the probability or range of any outcome at this stage. The company also declared a quarterly dividend of $0.625 per share on August 6, 2025.

CDW 8-K Report, Shareholder Vote Results (May 22, 2025)

CDW Corporation held its 2025 Annual Meeting of Stockholders on May 20, 2025, and this Form 8-K reports the final voting results for the four matters put to a stockholder vote. Stockholders elected all eleven director nominees to terms expiring at the 2026 Annual Meeting. Votes For ranged from 108,775,582 (Christine A. Leahy) to 115,844,838 (Marc E. Jones), and Votes Against ranged from 169,590 (Marc E. Jones) to 4,833,368 (Sanjay Mehrotra). Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 105,709,256 votes For, 10,154,545 Against, 207,277 Abstentions, and 4,786,930 Broker Non-Votes. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 118,263,931 votes For, 2,554,181 Against, and 39,896 Abstentions. Stockholders approved a stockholder proposal regarding the right to act by written consent, with 59,071,051 votes For, 56,860,442 Against, 139,585 Abstentions, and 4,786,930 Broker Non-Votes. The filing reports this proposal as approved, and the margin between For and Against votes was narrow.

CDW Quarterly Report for Q1 Ended Mar 31, 2025

CDW Corporation reported first-quarter 2025 net sales of $5.20 billion, up from $4.87 billion in the prior-year quarter, with net sales increasing $326 million, or 6.7%, driven by higher sales across all operating segments. Gross profit rose to $1.12 billion from $1.06 billion, though gross profit margin declined to 21.6% from 21.8% due to a mix shift toward lower-margin notebooks and mobile devices. Operating income increased $33 million, or 10.2%, to $361 million, and net income rose to $224.9 million from $216.1 million. Diluted earnings per share were $1.69 compared with $1.59 a year earlier. Non-GAAP net income per diluted share was $2.15, versus $1.92 in the prior-year period. Cash flow was weaker than the prior year. Net cash provided by operating activities fell to $287.2 million from $440.0 million, primarily due to higher accounts receivable and merchandise inventory, partially offset by accounts payable growth. Adjusted free cash flow was $248.8 million compared with $364.4 million. The company repurchased 1.1 million shares for $200 million during the quarter, and total debt stood at $5.9 billion. Cash and cash equivalents were $471.4 million at March 31, 2025, and the company had $1.3 billion of availability under its Revolving Loan Facility. The filing also discloses that the Department of Justice issued a Civil Investigative Demand on June 11, 2024, in connection with a False Claims Act investigation concerning bids for E-Rate Program contracts. The company is cooperating and states it cannot currently assess the probability of any outcome or range of possible loss. On May 7, 2025, the Board declared a quarterly dividend of $0.625 per share, payable June 10, 2025.

CDW 8-K Report, Financial Results (May 7, 2025)

CDW Corporation reported first quarter 2025 results on May 7, 2025, with net sales of $5.20 billion, up 6.7 percent from $4.87 billion in the first quarter of 2024. Net sales on an average daily sales basis rose 8.4 percent, and 8.7 percent on a constant currency basis, with 63 selling days versus 64 a year earlier. Growth was primarily driven by customer demand for notebooks/mobile devices, desktops, software and services, partially offset by declines across various hardware categories. The Public segment grew 10.6 percent on an average daily sales basis, led by Healthcare (19.5 percent) and Education (11.1 percent), while the Corporate segment rose 6.3 percent and Small Business rose 7.9 percent. Profitability was mixed. Gross profit rose 5.5 percent to $1.12 billion, but gross profit margin declined to 21.6 percent from 21.8 percent, which the company attributed mainly to a higher mix of lower-margin notebooks/mobile devices. Operating income increased 10.2 percent to $361.4 million, and Non-GAAP operating income increased 10.0 percent to $444.0 million. Net income was $224.9 million, up 4.1 percent, and Non-GAAP net income per diluted share was $2.15, up 11.9 percent from $1.92. The effective tax rate rose to 26.0 percent from 21.9 percent, mainly due to lower excess tax benefits on equity-based compensation. Free cash flow was $260.3 million, compared with $410.5 million a year earlier, and net cash provided by operating activities was $287.2 million. Separately, the Board declared a quarterly cash dividend of $0.625 per common share, payable June 10, 2025 to stockholders of record as of May 26, 2025. The company stated it continues to target exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW Annual Report, Year Ended Dec 31, 2024

CDW Corporation reported 2024 Net sales of $20.99 billion, down from $21.38 billion in 2023, with a decrease primarily due to lower netcomm sales partially offset by higher notebooks/mobile devices. Gross profit was $4.60 billion (21.9% gross margin, up from 21.8%), and operating income was $1.65 billion (7.9% operating margin, flat year over year). Net income was $1.08 billion, or $7.97 per diluted share, compared with $1.10 billion and $8.10 in 2023. Management attributed the sales decline to cautious customer technology spending amid economic uncertainty. Cash flow weakened in 2024, with net cash provided by operating activities of $1.28 billion versus $1.60 billion in 2023, and adjusted free cash flow of $1.08 billion versus $1.43 billion. Total debt outstanding was $5.8 billion at year-end, and the company had $1.2 billion of availability under its Revolving Loan Facility. The company repurchased $500 million of stock during 2024, and on February 5, 2025 its Board authorized a $750 million increase to the share repurchase program and declared a quarterly dividend of $0.625 per share. The filing also discloses a Civil Investigative Demand from the US Department of Justice dated June 11, 2024, relating to a False Claims Act investigation concerning bids submitted for contracts funded through the E-Rate Program. The company states it is cooperating and cannot yet assess the probability or range of any loss. Management highlights ongoing investment in AI, cloud and security offerings, along with an ERP system implementation expected to be released in 2025.

CDW 8-K Report, Financial Results (Feb 5, 2025)

CDW Corporation reported fourth quarter and full year 2024 results in a press release furnished as Exhibit 99.1. For the fourth quarter, Net sales were $5,186.0 million, up 3.3% from $5,018.5 million, and Average Daily Sales rose 5.0%. Gross profit was $1,155.3 million, roughly flat versus $1,153.8 million, with gross profit margin declining to 22.3% from 23.0%. Operating income fell 6.1% to $408.6 million, and net income fell 10.8% to $264.2 million, or $1.97 per diluted share versus $2.18 a year earlier. Non-GAAP net income per diluted share was $2.48, down 3.7%. For full year 2024, Net sales were $20,998.7 million, down 1.8% from $21,376.0 million, with the company citing cautious customer technology spending. Operating income was $1,651.3 million, down 1.8%, and net income was $1,077.8 million, down 2.4%, or $7.97 per diluted share versus $8.10. Net cash provided by operating activities was $1,277.3 million, and Free cash flow was $1,154.7 million. Total debt was $5,842.8 million at year-end, with net debt of $5,125.1 million. Capital allocation actions were also announced under Item 8.01. The Board authorized a $750 million increase to the share repurchase program, incremental to $588 million unused as of December 31, 2024, and declared a quarterly cash dividend of $0.625 per share payable March 11, 2025 to holders of record on February 25, 2025. Management stated a 2025 target of exceeding US IT market growth by 200 to 300 basis points.

CDW 8-K Report, Bylaw Amendment (Dec 18, 2024)

CDW Corporation filed a Current Report on Form 8-K dated December 18, 2024, reporting the adoption of amended and restated bylaws. The Board of Directors adopted the Amended and Restated Bylaws on December 16, 2024, effective immediately, as part of a periodic review of the company's bylaws. The filing describes no financial results, financial figures, or operational changes. The amendments have two main purposes. First, they align the bylaws with developments in Delaware law and current practice. Second, they revise the advance notice provisions governing stockholders' director nominations and proposals for other business, including clarifying and in some cases reducing the disclosure obligations of nominating and proposing stockholders. The changes also include non-substantive, technical, and conforming updates. For investors, this is a governance housekeeping filing rather than a material business event. The filing does not discuss financial performance, guidance, or strategic developments. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 and is incorporated by reference.

CDW 8-K Report, Financial Results (Oct 30, 2024)

CDW Corporation reported third quarter 2024 results on October 30, 2024, with net sales of $5.52 billion, down 2.0% from $5.63 billion in the third quarter of 2023, and down 3.5% on an average daily sales basis. The decline was driven by the Public and Corporate segments, partially offset by the UK and Canadian operations ("Other"), which grew 4.8% on an average daily sales basis. Management attributed the weakness to persistent economic uncertainty and elongated customer decision-making, which reduced hardware solutions demand, while cloud and end-point solutions performed strongly. Gross profit margin held steady at 21.8%, and GAAP net income was flat at $316.4 million, with diluted EPS of $2.34 versus $2.32. Non-GAAP operating income fell 4.0% to $534.0 million and non-GAAP diluted EPS declined 3.2% to $2.63. For the nine months ended September 30, 2024, net sales were $15.81 billion, down 3.3%, and GAAP diluted EPS was $6.00 versus $5.92. Net cash provided by operating activities was $932.0 million, compared with $1,062.2 million a year earlier, and free cash flow was $838.0 million. Management said that cash flow generation and working capital management provide flexibility across capital priorities, including M&A and share repurchases. Cash and cash equivalents stood at $946.7 million at September 30, 2024, and total debt at $6.03 billion. The company also declared a quarterly cash dividend of $0.625 per share, payable December 10, 2024 to holders of record on November 25, 2024. This represents roughly a 1% increase over the prior year's dividend and is aligned with a target of 25% of trailing-twelve-month non-GAAP net income.

CDW Quarterly Report for Q3 Ended Sep 30, 2024

CDW Corporation's third-quarter 2024 Form 10-Q reports net sales of $5.52 billion for the three months ended September 30, 2024, down from $5.63 billion a year earlier, and $15.81 billion for the nine months, down from $16.36 billion. Net income was $316.4 million for the quarter versus $315.5 million in the prior-year quarter, and $813.6 million for the nine months versus $808.2 million. Diluted EPS was $2.34 for the quarter (versus $2.32) and $6.00 for the nine months (versus $5.92). The company attributes the sales decline to customers being cautious and measured in technology spending, with lower netcomm and collaboration products, partially offset by higher notebooks and mobile devices. Gross profit margin held at 21.8% for the quarter, while non-GAAP net income fell to $354.9 million from $369.4 million. Cash generation weakened over the nine months, with net cash provided by operating activities of $932.0 million versus $1,062.2 million, and adjusted free cash flow of $764.1 million versus $1,112.9 million. Net debt was $4.87 billion at September 30, 2024, compared with $5.26 billion a year earlier. During the quarter, CDW issued $600 million of 5.100% senior notes due 2030 and $600 million of 5.550% senior notes due 2034, and used the proceeds to tender for portions of its 2024 and 2025 notes. The company repurchased $354 million of common stock in the nine months and declared a quarterly dividend of $0.625 per share on October 30, 2024. The filing also discloses a Civil Investigative Demand from the Department of Justice dated June 11, 2024, relating to a False Claims Act investigation concerning bids submitted for contracts funded by the E-Rate Program. CDW states it is cooperating and cannot yet assess the probability or range of any possible loss. Management does not believe there is a reasonable possibility of a material loss beyond amounts already recognized in other proceedings.

CDW 8-K Report, Executive Changes (Oct 25, 2024)

CDW Corporation disclosed in this Form 8-K, filed October 25, 2024, that Chris Corley, its current Chief Commercial and Operating Officer, will transition to the role of President, International and Vice Chair effective October 25, 2024 through December 31, 2025, with responsibility for the Company's international strategy and businesses. Under the letter agreement dated October 24, 2024, her compensation levels remain unchanged during this period. From January 1, 2026 through December 31, 2026, she will serve as Executive Advisor, with an annual base salary of $60,000, a cash bonus of $500,000 payable in June and December 2026, and a restricted stock unit award with a grant date fair value of $1,000,000 that vests at the end of the term. She is expected to retire at the end of that term. The filing also states that Liz Connelly will assume additional responsibilities as Chief Commercial Officer, covering U.S. sales, sales enablement, integrated technology solutions, and digital velocity. The accompanying press release describes the changes as part of ongoing succession planning and quotes Chair and CEO Chris Leahy on the importance of applying top talent to the company's priorities. For investors, the disclosure is primarily a leadership succession and retention arrangement rather than a financial event. The filing does not report financial results or guidance. Its key items are the reassignment of commercial leadership, the expanded international role, and the post-2025 advisory arrangement, which ends Good Reason termination rights and reduces severance eligibility from January 1, 2026.

CDW 8-K Report, Material Agreement (Aug 22, 2024)

On August 22, 2024, CDW LLC and CDW Finance Corporation (the Co-Issuers), with CDW Corporation as a guarantor, completed the sale of two series of senior notes registered under the Securities Act of 1933: $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030, issued at 99.889% of principal, and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, issued at 99.742% of principal. The 2030 Notes mature March 1, 2030, with interest payable semi-annually on March 1 and September 1; the 2034 Notes mature August 22, 2034, with interest payable semi-annually on February 22 and August 22. Interest accrues from August 22, 2024. The Notes were issued under a Base Indenture dated December 1, 2014, as supplemented by an eighteenth supplemental indenture (2030 Notes) and a nineteenth supplemental indenture (2034 Notes), both dated August 22, 2024, with U.S. Bank Trust Company, National Association as trustee. The Co-Issuers may redeem each series before its par call date (February 1, 2030 for the 2030 Notes and May 22, 2034 for the 2034 Notes) at the greater of a treasury-based make-whole price or 100% of principal, plus accrued interest. On or after the par call date, redemption is at 100% of principal plus accrued interest. Upon a change of control event coupled with a related credit rating downgrade, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The indenture contains covenants limiting CDW and the guarantors' ability to create liens on certain assets to secure debt, enter into sale and lease-back transactions, and consolidate, merge, or dispose of substantially all assets, subject to exceptions. Customary events of default apply, including cross-acceleration, and holders of at least 25% of a series can declare that series due and payable upon a non-bankruptcy event of default. The filing reports the offering as a new debt financing and incorporates Item 1.01 into Item 2.03 as a direct financial obligation.

CDW 8-K Report, Material Agreement (Aug 16, 2024)

CDW LLC and CDW Finance Corporation (the Co-Issuers) entered into an underwriting agreement dated August 12, 2024, with CDW Corporation, certain guarantors, and BofA Securities, Inc., as representative of the underwriters, for a registered public offering of senior notes. The Co-Issuers agreed to issue and sell $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030 and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034, for total principal of $1.2 billion. The offering is expected to close on August 22, 2024, subject to customary closing conditions. The offering is being made under an effective Registration Statement on Form S-3ASR, initially filed on August 2, 2023, along with a base prospectus dated August 2, 2023, a preliminary prospectus supplement dated August 12, 2024, and a free writing prospectus dated August 12, 2024. The underwriting agreement contains customary representations, warranties, and mutual indemnification and contribution provisions between the issuers, guarantors, and underwriters. The filing is limited to the underwriting agreement, which is attached as Exhibit 1.1, and the cover page interactive data file. It does not disclose the use of proceeds or any other financial results, so investors should look to the referenced prospectus documents for those details.

CDW 8-K Report, Corporate Update (Aug 12, 2024)

CDW Corporation announced on August 12, 2024 that it has commenced cash tender offers to purchase any and all of its outstanding 5.500% Senior Notes due 2024 and 4.125% Senior Notes due 2025, issued by CDW LLC and CDW Finance Corporation. The filing states the aggregate principal outstanding is $575,000,000 for the 5.500% Notes (maturing December 1, 2024) and $600,000,000 for the 4.125% Notes (maturing May 1, 2025). The tender offers are made pursuant to an Offer to Purchase dated August 12, 2024 and a related Notice of Guaranteed Delivery, and are not conditioned on any minimum amount of Notes being tendered. Consideration for the 5.500% Notes is fixed at $1,000.00 per $1,000 principal amount validly tendered, plus accrued and unpaid interest. Consideration for the 4.125% Notes will be determined at the Price Determination Time of 2:00 p.m. New York City time on August 16, 2024, based on a Treasury reference security (3.875% due April 30, 2025) plus a fixed spread of 50 bps, capped at $1,000 per $1,000 principal amount. The tender offers expire at 5:00 p.m. New York City time on August 16, 2024 unless extended or terminated early, with a Guaranteed Delivery Date of August 20, 2024 and an expected Settlement Date of August 22, 2024. The filing is a liability management action that lets CDW address these two near-term maturities, and BofA Securities and J.P. Morgan Securities LLC are acting as Joint Dealer Managers. The filing also notes that the Notes are described in a press release included as Exhibit 99.1, which references CDW's Annual Report on Form 10-K for the year ended December 31, 2023 for risk factors. The filing does not state how the tender offers will be funded or what the results will be.

CDW Quarterly Report for Q2 Ended Jun 30, 2024

CDW Corporation's second-quarter 2024 Form 10-Q reports net sales of $5.42 billion for the three months ended June 30, 2024, down from $5.63 billion a year earlier, with the filing attributing the decline to customers being cautious and measured in their approach to technology spending amid continued economic uncertainty. Net income rose to $281.1 million from $262.6 million, and diluted EPS increased to $2.07 from $1.92. Operating income increased to $433.1 million from $412.2 million, aided by lower workplace optimization costs recorded in the second quarter of 2023. For the six months ended June 30, 2024, net sales were $10.30 billion versus $10.73 billion, while net income was $497.2 million versus $492.7 million. Cash flow and balance sheet items were steady. Net cash provided by operating activities was $589.9 million for the six months, and adjusted free cash flow was $502.8 million versus $683.9 million a year earlier. The company repurchased $254.0 million of common stock and paid $166.3 million in dividends during the six months. Total unsecured indebtedness was $5.6 billion, and current maturities of long-term debt rose to $1.20 billion from $613.1 million at year-end 2023, while cash and cash equivalents increased to $665.3 million. The company reported $1.2 billion of availability under its Revolving Loan Facility. The filing also discloses that on June 11, 2024, the company received a Civil Investigative Demand from the Department of Justice in connection with a False Claims Act investigation concerning bids submitted for contracts funded through the E-Rate Program. The company is cooperating and states it is unable to assess the probability or range of any possible loss at this stage.

CDW 8-K Report, Financial Results (Jul 31, 2024)

CDW Corporation reported second quarter 2024 results on July 31, 2024, showing continued pressure on top-line sales alongside a higher gross profit margin. Net sales were $5.42 billion, down 3.6 percent from $5.63 billion in the second quarter of 2023, and down 4.0 percent for the six months to $10.30 billion. Management attributed the decline to economic uncertainty and a complex technology landscape that led customers to be cautious about technology spending. Gross profit was essentially flat at $1.18 billion, while gross profit margin rose to 21.8 percent from 21.0 percent, primarily due to a higher contribution of netted down revenue, mainly software as a service. GAAP operating income rose 5.1 percent to $433.1 million, but non-GAAP operating income declined 3.7 percent to $510.3 million. GAAP net income increased 7.0 percent to $281.1 million, while non-GAAP net income fell 2.9 percent to $338.8 million, and diluted EPS was $2.07 on a GAAP basis versus $2.50 on a non-GAAP basis. Beyond the earnings release, the filing discloses that the Board declared a quarterly cash dividend of $0.62 per common share, payable September 10, 2024 to holders of record as of August 26, 2024. Management pointed to cash flow generation and working capital management as providing strategic flexibility across M&A, share repurchases and dividends. Balance sheet figures show total debt of $5.63 billion and cash of $665.3 million as of June 30, 2024, with net debt of $4.96 billion, and net cash provided by operating activities of $589.9 million for the six months. For investors, the key trade-off is between a stable gross margin and profit trends that are mixed on a GAAP versus non-GAAP basis, against a continued decline in sales across most segments. The Public segment and the UK and Canadian "Other" operations saw the steepest revenue declines in the quarter.

CDW 8-K Report, Shareholder Vote Results (May 24, 2024)

CDW Corporation held its 2024 Annual Meeting of Stockholders on May 21, 2024, and this Item 5.07 filing reports the final voting results. Stockholders elected all eleven director nominees to terms expiring at the 2025 Annual Meeting. Christine A. Leahy and Donna F. Zarcone received the most votes against, at 3,899,539 and 2,401,892 respectively, though both still received more votes for than against. Stockholders approved, on an advisory basis, the compensation of the company's named executive officers, with 107,035,024 votes for and 10,497,841 against. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 121,349,128 votes for and 1,895,765 against. A stockholder proposal regarding political spending disclosure was not approved. It received 12,399,293 votes for and 104,679,610 votes against, with 525,399 abstentions and 5,694,064 broker non-votes. For investors, the filing shows no governance or auditor changes, and the shareholder proposal failed by a wide margin.

CDW 8-K Report, Financial Results (May 1, 2024)

CDW Corporation reported first quarter 2024 results in an 8-K furnished with a May 1, 2024 press release (Exhibit 99.1). Net sales were $4,872.7 million, down 4.5% from $5,103.1 million a year earlier, and on a constant currency basis net sales decreased 4.9%. Management said first quarter IT market conditions were weaker than expected, with customers' capital investment decisions adversely affected and decision-making elongated, partly offset by demand for client devices. Gross profit was $1,063.3 million, down 2.4%, but gross profit margin rose to 21.8% from 21.3%, driven mainly by a more favorable contribution of netted down revenue, primarily software as a service. Operating income was $328.0 million, down 7.7%, and non-GAAP operating income was $403.5 million, down 7.1%. Net income was $216.1 million and diluted EPS was $1.59, compared with $1.68 a year earlier; non-GAAP diluted EPS was $1.92, down 5.5%. By segment, Corporate net sales were $2,135.9 million (down 3.1%), Small Business $380.9 million (down 7.4%), Public $1,724.7 million (down 4.9%, with Education down 10.4%), and Other (UK and Canada) $631.2 million (down 6.5%). Operating cash flow was $440.0 million versus $365.4 million, and free cash flow was $410.5 million versus $333.7 million. Cash and cash equivalents rose to $803.8 million from $588.7 million at December 31, 2023, and net debt fell to $4,828.5 million from $5,056.2 million. The Board declared a quarterly cash dividend of $0.62 per share, payable June 11, 2024 to stockholders of record as of May 24, 2024 (Item 8.01, Exhibit 99.2). Management reiterated its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis and said it will continue to optimize cash flow, with capital priorities including strategic M&A and share repurchases.

CDW Quarterly Report for Q1 Ended Mar 31, 2024

CDW Corporation's first-quarter 2024 10-Q reports net sales of $4,872.7 million, down from $5,103.1 million in the prior-year quarter, a decline of 4.5%. The filing states the decrease occurred across all operating segments, with customers cautious and delaying or reducing technology spending amid economic uncertainty. Gross profit fell to $1,063.3 million from $1,089.4 million, though gross profit margin rose to 21.8% from 21.3%, driven by a favorable contribution of netted-down revenue, primarily software as a service. Operating income declined to $328.0 million from $355.3 million, and net income decreased to $216.1 million from $230.1 million. Diluted EPS was $1.59 versus $1.68, and non-GAAP diluted EPS was $1.92 versus $2.03. Cash flow and balance sheet metrics were stronger. Net cash provided by operating activities rose to $440.0 million from $365.4 million, and the cash conversion cycle improved to 16 days from 18. Net debt was $4,828.5 million compared with $5,516.2 million a year earlier. Cash and cash equivalents ended the quarter at $803.8 million. The company repurchased 0.2 million shares for $52.1 million and paid dividends of $83.3 million. Its Board declared a quarterly dividend of $0.620 per share on May 1, 2024, payable June 11, 2024. Segment results were mixed. Corporate net sales fell 3.1% and its operating income fell 7.9%, while Small Business operating income rose 12.0% on higher gross profit and lower bad debt expense. Public segment net sales fell 4.9%, with education down 10.4%, and Other (UK and Canada) net sales fell 6.5%. The filing also discloses a Department of Justice Civil Investigative Demand under the False Claims Act, to which the company is cooperating, and states it does not believe a material loss beyond amounts already recognized is reasonably possible.

CDW Annual Report, Year Ended Dec 31, 2023

CDW Corporation (CDW) reported net sales of $21.38 billion for the year ended December 31, 2023, down $2.37 billion, or 10.0%, from $23.75 billion in 2022. The decline occurred across all operating segments, which the company attributes to continued economic uncertainty leading customers to reduce or delay hardware spending. Despite lower sales, gross profit was $4.65 billion, roughly flat versus $4.69 billion in 2022, and gross profit margin rose to 21.8% from 19.7%, driven by a more favorable contribution of netted-down revenue, primarily software as a service, and higher product margin. Operating income declined to $1.68 billion from $1.74 billion, while net income was $1.10 billion, compared with $1.11 billion in 2022. Diluted EPS was $8.10 versus $8.13, and non-GAAP net income per diluted share rose to $9.88 from $9.79. Cash generation and capital returns were stronger. Cash provided by operating activities rose to $1.60 billion from $1.34 billion, and adjusted free cash flow was $1.43 billion, up from $1.29 billion. The company repurchased 2.6 million shares for $500 million during 2023, prepaid $150 million of its term loan, and ended the year with $5.6 billion of total debt and $1.2 billion of available revolver capacity. Total debt maturities include $613.8 million due in 2024. The board declared a quarterly dividend of $0.62 per share in February 2024 and authorized a $750 million increase to the share repurchase program. The filing describes a diversified customer base of more than 250,000 customers across the US, UK and Canada, with the US representing approximately 90% of net sales. Public sector sales were $8.31 billion, or 38.8% of net sales. The filing also discloses a Civil Investigative Demand from the US Department of Justice dated September 20, 2021, related to a False Claims Act investigation concerning teaming agreements with OEMs, and states that the company is cooperating with the DOJ.

CDW 8-K Report, Financial Results (Feb 7, 2024)

CDW Corporation reported fourth quarter and full year 2023 results in a press release furnished as Exhibit 99.1. For the fourth quarter, net sales were $5,018.5 million, down 7.7% from $5,438.3 million a year earlier, with gross profit of $1,153.8 million (down 2.3%) and gross profit margin rising to 23.0% from 21.7%. Net income was $296.1 million, up 3.1%, and diluted EPS was $2.18, up 4.3%; non-GAAP diluted EPS was $2.57. The company attributed the sales decline across all segments to customers reducing or delaying hardware spend amid economic uncertainty. For the full year, net sales were $21,376.0 million, down 10.0%, net income was $1,104.3 million (down 0.9%), and diluted EPS was $8.10 versus $8.13. Cash flows from operating activities were $1,598.7 million, and free cash flow was $1,450.5 million, per the exhibit's reconciliation. Management said it expects to outpace US IT market growth by 200 to 300 basis points on a constant currency basis in 2024. Capital return actions were also announced. The Board declared a quarterly cash dividend of $0.62 per common share, payable March 12, 2024 to holders of record on February 26, 2024, which the release describes as 5 percent higher than the prior year. The Board also authorized a $750 million increase to the share repurchase program, which is incremental to the approximately $338 million remaining under the prior program as of December 31, 2023. The filing furnishes results rather than filing them, and the fourth-quarter and full-year figures are presented alongside non-GAAP measures reconciled to US GAAP in the exhibit. Year-end total debt was $5,644.9 million against cash of $588.7 million, and revolver availability was $1,208.1 million.

CDW Quarterly Report for Q3 Ended Sep 30, 2023

CDW Corporation's third-quarter 2023 Form 10-Q shows net sales declining to $5,628.3 million for the three months ended September 30, 2023, down from $6,215.5 million a year earlier, a decrease the filing attributes to economic uncertainty leading customers to reduce or delay technology spending. Gross profit was nearly flat at $1,227.7 million, but gross profit margin rose to 21.8% from 19.8%, and operating income increased 2.6% to $478.4 million. Net income rose to $315.5 million from $297.8 million, and diluted EPS was $2.32 versus $2.17. Non-GAAP net income per diluted share was $2.72 compared with $2.60. For the nine months, net sales fell 10.7% to $16,357.5 million and net income declined to $808.2 million from $827.3 million. Cash provided by operating activities was $1,062.2 million, and adjusted free cash flow was $1,112.9 million. The company repurchased 2 million shares for $450 million during the period, paid dividends of $238.4 million, and prepaid $100 million on its Term Loan. Total unsecured indebtedness was $5.7 billion, and the company stated it was in compliance with its debt covenants. Stockholders' equity increased to $1,810.0 million, and the company declared a quarterly dividend of $0.620 per share on November 1, 2023. The filing also discloses a Civil Investigative Demand from the Department of Justice under a False Claims Act investigation concerning teaming agreements with original equipment manufacturers. The company says it is cooperating and cannot yet assess the probability or range of any loss.

CDW 8-K Report, Financial Results (Nov 1, 2023)

CDW Corporation reported third quarter 2023 results on November 1, 2023, with net sales of $5.63 billion, down 9.4 percent from $6.22 billion in the third quarter of 2022, and average daily sales down 8.0 percent. The filing attributes the decline to the Corporate and Small Business segments and to the UK and Canadian operations, citing customers reducing or delaying technology spend amid continued economic uncertainty. Corporate segment net sales fell 13.6 percent and Small Business fell 23.0 percent, while Public segment net sales were roughly flat at a 0.1 percent decrease, with Public average daily sales up 1.5 percent. Profitability was the main positive. Gross profit margin rose to 21.8 percent from 19.8 percent, operating income increased 2.6 percent to $478.4 million, and net income rose 5.9 percent to $315.5 million. Diluted net income per share was $2.32, up 6.9 percent, and non-GAAP diluted net income per share was $2.72, up 4.4 percent. For the nine months, net sales fell 10.7 percent to $16.36 billion, while diluted EPS fell 2.0 percent to $5.92. Management described the quarter as record profitability and said the company continued converting earnings to cash at a productive rate, with nine-month Adjusted free cash flow of $1.11 billion. The company also declared a quarterly cash dividend of $0.62 per share, payable December 12, 2023 to holders of record on November 24, 2023. The filing states this is a 5 percent increase over last year's dividend and the tenth consecutive year of increases since the 2013 IPO. Management reaffirmed its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW Quarterly Report for Q2 Ended Jun 30, 2023

CDW Corporation's second-quarter 2023 results show lower sales and profit. Net sales for the three months ended June 30, 2023 decreased $520 million, or 8.5%, to $5,626 million, and net income fell to $262.6 million from $279.3 million. For the six months, net sales decreased $1,366 million, or 11.3%, to $10,729 million, and net income was $492.7 million versus $529.5 million. The filing attributes the decline to customers reducing or deferring technology spending amid economic uncertainty, most notably in the Corporate and Small Business segments and in the UK and Canadian operations. Gross profit margin improved, rising to 21.0% in the quarter from 19.0%, driven by higher product margin and a higher mix of netted-down software-as-a-service revenue, but selling and administrative expenses rose 5.0% for the quarter, largely from workplace optimization costs and higher payroll. Cash generation and capital returns were mixed. Net cash provided by operating activities was $593.6 million for the six months, down from $761.1 million, and free cash flow was $683.9 million versus $717.4 million. The company repurchased 2 million shares for $396 million during the first half, and it declared a quarterly dividend of $0.590 per share payable September 12, 2023. Net debt was $5,559.3 million, compared with $6,045.3 million a year earlier, and the company had $1.0 billion of revolver availability at June 30, 2023. The filing also discloses a Civil Investigative Demand from the Department of Justice under the False Claims Act, related to teaming agreements with original equipment manufacturers. The company said it is cooperating and cannot yet assess the probability or range of any loss. Management stated that no material loss beyond amounts already recognized is reasonably possible for other proceedings.

CDW 8-K Report, Financial Results (Aug 2, 2023)

CDW Corporation filed this Form 8-K on August 2, 2023 to furnish its press release reporting second quarter 2023 results and a quarterly cash dividend declaration. Net sales for the quarter were $5,626.1 million, down 8.5 percent from $6,145.8 million a year earlier, with the decline driven by the Corporate and Small Business segments and the UK and Canadian operations, partially offset by the Public segment, which rose 2.3 percent. Gross profit was $1,181.5 million, up 1.1 percent, and gross profit margin rose to 21.0 percent from 19.0 percent. GAAP operating income fell 5.3 percent to $412.2 million, while Non-GAAP operating income rose 2.6 percent to $529.8 million. Net income was $262.6 million, down 6.0 percent, and diluted GAAP EPS was $1.92 versus $2.04, while Non-GAAP diluted EPS was $2.56 versus $2.49, an increase of 3.2 percent. Management attributed the sales decline to customers reducing technology spending amid economic uncertainty, most notably in the Corporate and Small Business segments. Selling and administrative expenses rose 5.0 percent, mainly due to workplace optimization costs tied to workforce and real estate reductions. Cash flows from operating activities for the six months ended June 30, 2023 were $593.6 million, compared with $761.1 million a year earlier, and cash and cash equivalents stood at $203.9 million at June 30, 2023. The Board also declared a quarterly cash dividend of $0.59 per common share, payable September 12, 2023 to stockholders of record as of August 25, 2023. The company stated that dividends are subject to future Board approval.

CDW 8-K Report, Executive Changes (Aug 1, 2023)

CDW Corporation today announced, via this Current Report on Form 8-K, that its Board of Directors increased the size of the Board from ten to eleven directors on July 31, 2023 and elected Kelly J. Grier to fill the newly created seat. Ms. Grier will serve on the Audit Committee and the Nominating and Corporate Governance Committee, and the Board has determined she is independent under Nasdaq Global Select Market listing standards. She will receive the director fees and stock-based compensation previously disclosed in the Company's 2023 proxy statement, will enter into the Company's standard indemnification agreement, and will stand for re-election at the 2024 Annual Meeting of Stockholders. Grier, age 53, retired as US Chair and Managing Partner (CEO) of Ernst & Young LLP, a role she held from 2018 to June 2022. She currently serves on the board of Illinois Tool Works Inc. The filing states there are no arrangements or understandings between her and any other persons regarding her selection, and she has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1), dated August 1, 2023, describes Grier's experience overseeing more than 81,000 employees across 31 countries with annual revenue of nearly $21 billion at EY. CEO Christine A. Leahy said Grier's financial acumen and experience will add value for stakeholders. The filing itself contains no financial results or guidance; its substance is a board appointment.

CDW 8-K Report, Bylaw Amendment (May 22, 2023)

CDW Corporation's Form 8-K, filed May 22, 2023, reports outcomes from its 2023 Annual Meeting of Stockholders held May 18, 2023. Stockholders approved amendments to the Sixth Restated Certificate of Incorporation to allow stockholders the right to call special meetings and to reflect new Delaware law provisions regarding officer exculpation. The amended and restated certificate and new Amended and Restated Bylaws both became effective May 18, 2023. The Bylaws require the Company to call a special meeting at the request of stockholders representing at least 25% of the voting power of outstanding common stock, with the proponent and affiliates having continuously held those shares for at least one year before the request, subject to information, timing and other requirements. All ten director nominees were elected to terms expiring at the 2024 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of named executive officers, with 106,464,071 votes for and 12,397,021 against. Stockholders chose one year as the frequency of future advisory say-on-pay votes, and the Board determined to hold that vote annually. Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2023. The officer exculpation amendment received 99,201,640 votes for and 19,209,648 against, with 517,331 abstentions. The filing's exhibits are the Seventh Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which contain the full text of these changes.

CDW 8-K Report, Financial Results (May 3, 2023)

CDW Corporation reported first quarter 2023 results that reflected a sharp decline in IT demand. Net sales were $5.10 billion, down 14.2% from $5.95 billion a year earlier; on an average daily sales basis, net sales decreased 15.6%. Gross profit was $1.09 billion, down 1.3%, but gross profit margin rose to 21.3% from 18.6%, which management attributed to higher product margin, notebook mix and rate, and a higher mix of netted-down software revenue. Operating income fell 8.2% to $355.3 million, and net income fell 8.0% to $230.1 million, or $1.68 per diluted share versus $1.83. Non-GAAP operating income was $434.3 million, down 6.0%, with a non-GAAP operating income margin of 8.5% versus 7.8%. Management cited a "marked shift in commercial buying behavior" as economic uncertainty built during the quarter, producing a deeper than expected demand contraction. Education sales fell 27.4% on an average daily basis, while Corporate sales fell 17.4% and Small Business sales fell 22.7%. Public Government and Healthcare sales were roughly flat. Cash plus revolver availability stood at $1.33 billion at March 31, 2023, against total debt of $5.80 billion. Operating cash flow was $365.4 million and free cash flow was $411.3 million, a non-GAAP measure. The company also declared a quarterly cash dividend of $0.59 per common share, payable June 13, 2023 to holders of record on May 25, 2023. Management reiterated its target of exceeding US IT market growth by 200 to 300 basis points on a constant currency basis.

CDW Quarterly Report for Q1 Ended Mar 31, 2023

CDW Corporation's first-quarter 2023 Form 10-Q reports net sales of $5.10 billion for the three months ended March 31, 2023, down from $5.95 billion a year earlier, with the decline occurring across all operating segments and driven mainly by lower hardware sales. Customers are pausing or deferring IT spend amid economic uncertainty. Gross profit was $1.09 billion versus $1.10 billion, and operating income fell to $355.3 million from $386.9 million, while net income was $230.1 million compared with $250.2 million. Diluted earnings per share were $1.68 versus $1.83. Non-GAAP net income per diluted share was $2.03 versus $2.20. Cash flow and balance sheet activity were shaped by capital returns. Net cash provided by operating activities was $365.4 million, and free cash flow was $411.3 million. The company repurchased 1.0 million shares for $200 million and paid dividends of $79.9 million. Total debt was reduced through a $50 million prepayment on the term loan, and net debt fell to $5.52 billion from $6.21 billion a year earlier. The cash conversion cycle improved to 18 days from 20 days. The company's revolving loan facility had $1.1 billion of available borrowing capacity at quarter end. The filing also discloses a Civil Investigative Demand from the Department of Justice under a False Claims Act investigation related to teaming agreements with original equipment manufacturers. The company says it is cooperating and cannot assess the probability or range of any outcome.

CDW 8-K Report, Financial Results (Apr 18, 2023)

CDW Corporation furnished an 8-K on April 18, 2023, attaching a press release that reports preliminary results for the first quarter ended March 31, 2023, and updates its 2023 US IT industry outlook. Management said customers spent more cautiously amid intensifying economic uncertainty, and first-quarter performance came in below the company's expectations. Volume declines were most acute with its largest commercial customers and across transactional products, while solutions were more resilient but also fell short of expectations. First-quarter net sales were approximately $5.1 billion. A greater mix of high-value solutions and services supported strong gross margin, but first-quarter non-GAAP operating income margin landed at the low end of the full-year range. Looking ahead, CDW now expects the US IT market to decline at a high single-digit rate in 2023, while acknowledging that various wildcards could affect that view. The company still targets net sales outperformance of approximately 200 to 300 basis points in constant currency. It now expects full-year 2023 non-GAAP diluted earnings per share to be modestly below full-year 2022, and it plans to align its fixed cost base with anticipated demand. Disciplined working capital management produced strong first-quarter cash flow, which supported the return of approximately $280 million to shareholders through dividends and share repurchases. The company will discuss first-quarter performance and outlook on a conference call on May 3, 2023, at 7:30 a.m. CT / 8:30 a.m. ET. The furnished information is not deemed filed under Section 18 of the Exchange Act.