Acquisition (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Business Acquisitions, by Acquisition

A summary of the total consideration transferred is as follows:



(in millions)	Acquisition-Date Fair Value
Cash	$	291.6
Fair value of CDW common stock⁽¹⁾	33.2
Fair value of previously held equity investment on the date of acquisition⁽²⁾	174.9
Total consideration	$	499.7

(1)

The Company issued 2 million shares of CDW common stock. The fair value of the common stock was based on the closing market price on July 31, 2015, adjusted for the lack of marketability as the shares of CDW common stock issued to certain sellers are subject to a three-year lock up restriction from August 1, 2015. One of the sellers granted 1 million stock options to certain CDW UK coworkers over his shares of CDW common stock received in the transaction. The fair value of these stock options was $22 million, which has been accounted for as post-combination stock-based compensation and is being amortized over the weighted-average requisite service period of 3.2 years and recorded in Selling and administrative expenses in the Consolidated Statements of Operations.

(2)

As a result of the Company obtaining control over CDW UK, the Company’s previously held 35% equity investment was remeasured to fair value, resulting in a gain of $98 million included in Gain on remeasurement of equity investment in the Consolidated Statements of Operations. The fair value of the previously held equity investment was determined by management with the assistance of a third party valuation firm, based on information available at the acquisition date.

Business Acquisition, Pro Forma Information

The unaudited pro forma Consolidated Statements of Operations is as follows:



(in millions)	December 31, 2015
Net sales	$	13,507.6
Net income	$	363.7

The unaudited pro forma information above reflects the following adjustments:


(i)	Excludes acquisition and integration expenses directly related to the transaction.


(ii)	Includes additional amortization expense related to the fair value of acquired intangibles.


(iii)	Excludes the gain of resulting from the remeasurement of the Company’s previously held 35% equity investment to fair value upon the completion of the acquisition.


(iv)	Excludes the Company’s share of net income/loss from its previously held 35% equity investment prior to the completion of the acquisition.


(v)	Excludes non-cash equity-based compensation related to certain equity awards granted by one of the sellers to CDW UK coworkers in July 2015 prior to the completion of the acquisition.


(vi)	Includes additional non-cash equity-based compensation related to equity awards granted to CDW UK coworkers after the completion of the acquisition.


(vii)	Includes the elimination of inter-company sales transactions prior to the completion of the acquisition.