Supplemental Guarantor Information

The 2019 Senior Notes, the 2022 Senior Notes, and the 2024 Senior Notes are, and, prior to being redeemed in full, the Senior Subordinated Notes and the Senior Secured Notes, were guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”). All guarantees by Parent and Guarantor Subsidiaries are and were joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries (i) are subject to certain customary release provisions contained in the indentures governing the 2019 Senior Notes, the 2022 Senior Notes, and the 2024 Senior Notes, and (ii) were subject to certain customary release provisions contained in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes until such indentures were satisfied and discharged in 2014. CDW LLC's Canada subsidiary (the “Non-Guarantor Subsidiary”) does not guarantee the debt obligations. CDW LLC and CDW Finance Corporation, as co-issuers, are 100% owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is 100% owned by CDW LLC.

On May 9, 2014, all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes was redeemed in full and the indenture governing the Senior Subordinated Notes was satisfied and discharged. See Note 7 for more information.

On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes, which is guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand, were used to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes and to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes. The indenture governing the Senior Secured Notes was concurrently satisfied and discharged. See Note 7 for more information.

On December 1, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $575.0 million aggregate principal amount of 2024 Senior Notes, which is guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand, were used to redeem $541.4 million aggregate principal amount of the 8.5% Senior Notes. See Note 7 for more information.

The following tables set forth condensed consolidating balance sheets as of December 31, 2014 and 2013, consolidating statements of operations for the years ended December 31, 2014, 2013 and 2012, condensed consolidating statements of comprehensive income for the years ended December 31, 2014, 2013 and 2012, and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012, in accordance with Rule 3-10 of Regulation S-X. The consolidating financial information includes the accounts of CDW Corporation (the “Parent Guarantor”), which has no independent assets or operations, the accounts of CDW LLC (the “Subsidiary Issuer”), the combined accounts of the Guarantor Subsidiaries, the accounts of the Non-Guarantor Subsidiary, and the accounts of CDW Finance Corporation (the “Co-Issuer”) for the periods indicated. The information was prepared on the same basis as the Company’s consolidated financial statements.

Condensed Consolidating Balance Sheet

December 31, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	346.4	$	—	$	24.6	$	—	$	(26.5	)	$	344.5
Accounts receivable, net	—		—		1,479.1		82.0		—		—			1,561.1
Merchandise inventory	—		—		333.9		3.6		—		—			337.5
Miscellaneous receivables	—		56.1		93.3		6.2		—		—			155.6
Prepaid expenses and other	—		11.0		46.0		1.5		—		(3.8		)	54.7
Total current assets	—		413.5		1,952.3		117.9		—		(30.3		)	2,453.4
Property and equipment, net	—		80.5		55.5		1.2		—		—			137.2
Equity investments	—		86.7		—		—		—		—			86.7
Goodwill	—		751.8		1,439.0		26.8		—		—			2,217.6
Other intangible assets, net	—		320.0		843.6		5.2		—		—			1,168.8
Deferred financing costs, net	—		33.0		—		—		—		—			33.0
Other assets	4.3		3.2		0.4		1.4		—		(6.1		)	3.2
Investment in and advances to subsidiaries	932.2		2,784.5		—		—		—		(3,716.7		)	—
Total assets	$	936.5	$	4,473.2	$	4,290.8	$	152.5	$	—	$	(3,753.1	)	$	6,099.9
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable-trade	$	—	$	23.9	$	671.9	$	34.7	$	—	$	(26.5	)	$	704.0
Accounts payable-inventory financing	—		—		332.1		—		—		—			332.1
Current maturities of long-term debt	—		15.4		—		—		—		—			15.4
Deferred revenue	—		—		79.9		1.4		—		—			81.3
Accrued expenses	—		137.8		193.6		7.9		—		(4.1		)	335.2
Total current liabilities	—		177.1		1,277.5		44.0		—		(30.6		)	1,468.0
Long-term liabilities:
Debt	—		3,174.6		—		—		—		—			3,174.6
Deferred income taxes	—		146.7		331.3		1.3		—		(4.3		)	475.0
Other liabilities	—		42.6		3.7		1.0		—		(1.5		)	45.8
Total long-term liabilities	—		3,363.9		335.0		2.3		—		(5.8		)	3,695.4
Total shareholders’ equity	936.5		932.2		2,678.3		106.2		—		(3,716.7		)	936.5
Total liabilities and shareholders' equity	$	936.5	$	4,473.2	$	4,290.8	$	152.5	$	—	$	(3,753.1	)	$	6,099.9

Condensed Consolidating Balance Sheet

December 31, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	196.5	$	—	$	14.0	$	—	$	(22.4	)	$	188.1
Accounts receivable, net	—		—		1,375.9		75.1		—		—			1,451.0
Merchandise inventory	—		—		378.9		3.1		—		—			382.0
Miscellaneous receivables	—		49.9		91.0		5.4		—		—			146.3
Prepaid expenses and other	—		10.7		33.4		5.1		—		(3.1		)	46.1
Total current assets	—		257.1		1,879.2		102.7		—		(25.5		)	2,213.5
Property and equipment, net	—		69.7		59.6		1.8		—		—			131.1
Goodwill	—		751.9		1,439.0		29.4		—		—			2,220.3
Other intangible assets, net	—		338.5		982.8		6.7		—		—			1,328.0
Deferred financing costs, net	—		30.1		—		—		—		—			30.1
Other assets	4.9		1.4		0.1		0.9		—		(5.7		)	1.6
Investment in and advances to subsidiaries	706.8		2,909.4		—		—		—		(3,616.2		)	—
Total assets	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable-trade	$	—	$	21.4	$	637.3	$	26.5	$	—	$	(22.4	)	$	662.8
Accounts payable-inventory financing	—		—		256.6		—		—		—			256.6
Current maturities of long-term debt	—		45.4		—		—		—		—			45.4
Deferred revenue	—		—		89.9		4.9		—		—			94.8
Accrued expenses	—		163.5		175.1		7.5		—		(3.1		)	343.0
Total current liabilities	—		230.3		1,158.9		38.9		—		(25.5		)	1,402.6
Long-term liabilities:
Debt	—		3,205.8		—		—		—		—			3,205.8
Deferred income taxes	—		178.3		388.4		1.6		—		(4.8		)	563.5
Other liabilities	—		36.9		3.6		1.4		—		(0.9		)	41.0
Total long-term liabilities	—		3,421.0		392.0		3.0		—		(5.7		)	3,810.3
Total shareholders’ equity	711.7		706.8		2,809.8		99.6		—		(3,616.2		)	711.7
Total liabilities and shareholders’ equity	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6

Consolidating Statement of Operations

Year Ended December 31, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	11,542.3		$	532.2		$	—	$	—		$	12,074.5
Cost of sales	—		—			9,684.9			468.3			—		—			10,153.2
Gross profit	—		—			1,857.4			63.9			—		—			1,921.3
Selling and administrative expenses	—		112.8			962.3			35.2			—		—			1,110.3
Advertising expense	—		—			134.0			4.0			—		—			138.0
(Loss) income from operations	—		(112.8		)	761.1			24.7			—		—			673.0
Interest (expense) income, net	—		(197.7		)	0.1			0.3			—		—			(197.3		)
Net loss on extinguishments of long-term debt	—		(90.7		)	—			—			—		—			(90.7		)
Management fee	—		3.9			—			(3.9		)	—		—			—
Other income, net	—		1.2			1.5			—			—		—			2.7
(Loss) income before income taxes	—		(396.1		)	762.7			21.1			—		—			387.7
Income tax benefit (expense)	—		141.0			(278.1		)	(5.7		)	—		—			(142.8		)
(Loss) income before equity in earnings of subsidiaries	—		(255.1		)	484.6			15.4			—		—			244.9
Equity in earnings of subsidiaries	244.9		500.0			—			—			—		(744.9		)	—
Net income	$	244.9	$	244.9		$	484.6		$	15.4		$	—	$	(744.9	)	$	244.9

Consolidating Statement of Operations

Year Ended December 31, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	10,293.3		$	475.3		$	—	$	—		$	10,768.6
Cost of sales	—			—			8,592.1			416.2			—		—			9,008.3
Gross profit	—			—			1,701.2			59.1			—		—			1,760.3
Selling and administrative expenses	24.4			103.9			957.3			35.3			—		—			1,120.9
Advertising expense	—			—			126.8			4.0			—		—			130.8
(Loss) income from operations	(24.4		)	(103.9		)	617.1			19.8			—		—			508.6
Interest (expense) income, net	—			(250.6		)	0.2			0.3			—		—			(250.1		)
Net loss on extinguishments of long-term debt	—			(64.0		)	—			—			—		—			(64.0		)
Management fee	—			4.3			—			(4.3		)	—		—			—
Other (expense) income, net	—			(0.5		)	1.2			0.3			—		—			1.0
(Loss) income before income taxes	(24.4		)	(414.7		)	618.5			16.1			—		—			195.5
Income tax benefit (expense)	9.2			142.2			(209.5		)	(4.6		)	—		—			(62.7		)
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(272.5		)	409.0			11.5			—		—			132.8
Equity in earnings of subsidiaries	148.0			420.5			—			—			—		(568.5		)	—
Net income	$	132.8		$	148.0		$	409.0		$	11.5		$	—	$	(568.5	)	$	132.8

Consolidating Statement of Operations

Year Ended December 31, 2012
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	9,683.0		$	445.2		$	—	$	—		$	10,128.2
Cost of sales	—		—			8,071.5			387.1			—		—			8,458.6
Gross profit	—		—			1,611.5			58.1			—		—			1,669.6
Selling and administrative expenses	—		103.7			891.6			34.2			—		—			1,029.5
Advertising expense	—		—			125.1			4.4			—		—			129.5
(Loss) income from operations	—		(103.7		)	594.8			19.5			—		—			510.6
Interest (expense) income, net	—		(308.0		)	0.4			0.2			—		—			(307.4		)
Net loss on extinguishments of long-term debt	—		(17.2		)	—			—			—		—			(17.2		)
Management fee	—		3.8			—			(3.8		)	—		—			—
Other income (expense), net	—		—			0.2			(0.1		)	—		—			0.1
(Loss) income before income taxes	—		(425.1		)	595.4			15.8			—		—			186.1
Income tax benefit (expense)	—		210.6			(272.6		)	(5.1		)	—		—			(67.1		)
(Loss) income before equity in earnings of subsidiaries	—		(214.5		)	322.8			10.7			—		—			119.0
Equity in earnings of subsidiaries	119.0		333.5			—			—			—		(452.5		)	—
Net income	$	119.0	$	119.0		$	322.8		$	10.7		$	—	$	(452.5	)	$	119.0

Condensed Consolidating Statement of Comprehensive Income

Year Ended December 31, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income	$	234.6	$	234.6	$	484.6	$	5.1	$	—	$	(724.3	)	$	234.6

Condensed Consolidating Statement of Comprehensive Income

Year Ended December 31, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income	$	126.1	$	141.3	$	409.0	$	4.8	$	—	$	(555.1	)	$	126.1

Condensed Consolidating Statement of Comprehensive Income

Year Ended December 31, 2012
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income	$	121.5	$	121.5	$	322.8	$	13.2	$	—	$	(457.5	)	$	121.5

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2014
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(120.4	)	$	547.7		$	11.8		$	—	$	(4.1	)	$	435.0
Cash flows from investing activities:
Capital expenditures	—			(47.9		)	(7.1		)	—			—		—			(55.0		)
Payment for equity investments	—			(86.8		)	—			—			—		—			(86.8		)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	—			(20.9		)	—			—			—		—			(20.9		)
Premium payments on interest rate cap agreements	—			(2.1		)	—			—			—		—			(2.1		)
Net cash used in investing activities	—			(157.7		)	(7.1		)	—			—		—			(164.8		)
Cash flows from financing activities:
Repayments of long-term debt	—			(15.4		)	—			—			—		—			(15.4		)
Proceeds from issuance of long-term debt	—			1,175.0			—			—			—		—			1,175.0
Payments to extinguish long-term debt	—			(1,299.0		)	—			—			—		—			(1,299.0		)
Payment of debt financing costs	—			(21.9		)	—			—			—		—			(21.9		)
Net change in accounts payable-inventory financing	—			—			75.5			—			—		—			75.5
Proceeds from stock option exercises	—			1.3			—			—			—		—			1.3
Proceeds from Coworker stock purchase plan	—			5.8			—			—			—		—			5.8
Dividends paid	(33.6		)	—			—			—			—		—			(33.6		)
Excess tax benefits from equity-based compensation	—			0.3			—			—			—		—			0.3
Advances to/from affiliates	33.6			581.9			(616.1		)	0.6			—		—			—
Net cash provided by (used in) financing activities	—			428.0			(540.6		)	0.6			—		—			(112.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.8		)	—		—			(1.8		)
Net increase in cash and cash equivalents	—			149.9			—			10.6			—		(4.1		)	156.4
Cash and cash equivalents – beginning of period	—			196.5			—			14.0			—		(22.4		)	188.1
Cash and cash equivalents – end of period	$	—		$	346.4		$	—		$	24.6		$	—	$	(26.5	)	$	344.5

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(15.2	)	$	(130.3	)	$	508.8		$	5.5		$	—	$	(2.5	)	$	366.3
Cash flows from investing activities:
Capital expenditures	—			(40.8		)	(6.2		)	(0.1		)	—		—			(47.1		)
Net cash used in investing activities	—			(40.8		)	(6.2		)	(0.1		)	—		—			(47.1		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—			63.0			—			—			—		—			63.0
Repayments of borrowings under revolving credit facility	—			(63.0		)	—			—			—		—			(63.0		)
Repayments of long-term debt	—			(51.1		)	—			—			—		—			(51.1		)
Proceeds from issuance of long-term debt	—			1,535.2			—			—			—		—			1,535.2
Payments to extinguish long-term debt	—			(2,047.4		)	—			—			—		—			(2,047.4		)
Payment of debt financing costs	—			(6.1		)	—			—			—		—			(6.1		)
Net change in accounts payable-inventory financing	—			—			7.4			—			—		—			7.4
Payment of incentive compensation plan withholding taxes	—			(4.0		)	(19.6		)	(0.5		)	—		—			(24.1		)
Net proceeds from issuance of common shares	424.7			—			—			—			—		—			424.7
Dividends paid	(7.3		)	—			—			—			—		—			(7.3		)
Advances to/from affiliates	(402.2		)	892.6			(490.4		)	—			—		—			—
Other financing activities	—			0.4			—			—			—		—			0.4
Net cash provided by (used in) financing activities	15.2			319.6			(502.6		)	(0.5		)	—		—			(168.3		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.7		)	—		—			(0.7		)
Net increase in cash and cash equivalents	—			148.5			—			4.2			—		(2.5		)	150.2
Cash and cash equivalents – beginning of period	—			48.0			—			9.8			—		(19.9		)	37.9
Cash and cash equivalents – end of period	$	—		$	196.5		$	—		$	14.0		$	—	$	(22.4	)	$	188.1

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2012
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—	$	(204.3	)	$	514.2		$	1.3		$	—	$	6.2		$	317.4
Cash flows from investing activities:
Capital expenditures	—		(27.0		)	(14.0		)	(0.4		)	—		—			(41.4		)
Premium payments on interest rate cap agreements	—		(0.3		)	—			—			—		—			(0.3		)
Net cash used in investing activities	—		(27.3		)	(14.0		)	(0.4		)	—		—			(41.7		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—		289.0			—			—			—		—			289.0
Repayments of borrowings under revolving credit facility	—		(289.0		)	—			—			—		—			(289.0		)
Repayments of long-term debt	—		(201.0		)	—			—			—		—			(201.0		)
Proceeds from issuance of long-term debt	—		135.7			—			—			—		—			135.7
Payments to extinguish long-term debt	—		(243.2		)	—			—			—		—			(243.2		)
Payment of debt financing costs	—		(2.1		)	—			—			—		—			(2.1		)
Net change in accounts payable-inventory financing	—		—			(29.5		)	—			—		—			(29.5		)
Advances to/from affiliates	—		486.0			(486.5		)	0.5			—		—			—
Other financing activities	—		2.1			—			—			—		—			2.1
Net cash provided by (used in) financing activities	—		177.5			(516.0		)	0.5			—		—			(338.0		)
Effect of exchange rate changes on cash and cash equivalents	—		—			—			0.3			—		—			0.3
Net (decrease) increase in cash and cash equivalents	—		(54.1		)	(15.8		)	1.7			—		6.2			(62.0		)
Cash and cash equivalents – beginning of period	—		102.1			15.8			8.1			—		(26.1		)	99.9
Cash and cash equivalents – end of period	$	—	$	48.0		$	—		$	9.8		$	—	$	(19.9	)	$	37.9