Long-Term Debt

12 Months Ended

Dec. 31, 2018



		As of December 31, 2018					As of December 31, 2017
(dollars in millions)	Maturities	Interest Rate		Amount			Interest Rate		Amount
Credit Facilities
CDW UK revolving credit facility⁽¹⁾	July 2021	—	%	$	—		—	%	$	—
Senior secured asset-based revolving credit facility	March 2022	—	%	—			—	%	—
Total credit facilities				—					—

Term Loans
CDW UK term loan⁽¹⁾	August 2021	2.3	%	65.0			1.9	%	75.7
Senior secured term loan facility	August 2023	4.1	%	1,453.2			3.7	%	1,468.0
Total term loans				1,518.2					1,543.7

Unsecured Senior Notes
Senior notes due 2023	September 2023	5.0	%	525.0			5.0	%	525.0
Senior notes due 2024	December 2024	5.5	%	575.0			5.5	%	575.0
Senior notes due 2025	September 2025	5.0	%	600.0			5.0	%	600.0
Total unsecured senior notes				1,700.0					1,700.0

Other long-term obligations				8.3					12.2
Unamortized deferred financing fees				(17.9		)			(20.4		)
Current maturities of long-term debt				(25.3		)			(25.5		)
Total long-term debt				$	3,183.3				$	3,210.0


(1)	British pound-denominated debt facilities.

As of December 31, 2018, the Company is in compliance with the covenants under the various credit agreements and indentures.

Credit Facilities

The Company has a variable rate CDW UK revolving credit facility that is denominated in British pounds. As of December 31, 2018, the Company could have borrowed up to an additional £50 million ($64 million at December 31, 2018) under the CDW UK revolving credit facility.

The Company also has a variable rate senior secured asset-based revolving credit facility (the "Revolving Loan") that is denominated in US dollars. The Revolving Loan is used by the Company for borrowings, issuances of letters of credit and floorplan financing. The Revolving Loan has less than $1 million of undrawn letters of credit, $393 million reserved for the floorplan sub-facility and a borrowing base of $1.8 billion which is based on the amount of eligible inventory and accounts receivable balances as of November 30, 2018. As of December 31, 2018, the Company could have borrowed up to an additional $1.1 billion under the Revolving Loan.

The Revolving Loan is collateralized by a first priority interest in inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 5 (Inventory Financing Agreements)), deposits, and accounts receivable, and a second priority interest in substantially all US assets.

Term Loans

The CDW UK term loan agreement has a variable interest rate. The Company is required to make annual principal installments of £5 million ($6 million at December 31, 2018), with the remaining principal amount due at the maturity date.

The CDW UK term loan agreement imposes restrictions on CDW UK's ability to transfer funds to the Company through the payment of dividends, repayment of intercompany loans, advances or subordinated debt that require, among other

things, the maintenance of a minimum net leverage ratio. As of December 31, 2018, the amount of restricted payment capacity under the CDW UK term loan was £128 million ($163 million at December 31, 2018).

The senior secured term loan facility (the "Term Loan") has a variable interest rate, which has effectively been capped through the use of interest rate caps (see Note 8 (Financial Instruments)). The interest rate disclosed in the table above represents the variable interest rates in effect for 2018 and 2017, respectively. The Company is required to pay quarterly principal installments of $4 million with the remaining principal amount due at the maturity date. As of December 31, 2018, the amount of CDW's restricted payment capacity under the Term Loan was $1.5 billion.

The Term Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 5 (Inventory Financing Agreements)), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.

Senior Notes

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

Debt Issuances and Extinguishments

On April 3, 2018, the Company amended the Term Loan, reducing interest margins by 25 basis points. Borrowings under the Term Loan continue to bear interest at a variable rate.

During 2017, the Company amended, extended and increased its prior revolving loan (the "Prior Revolving Loan") and recorded a loss on extinguishment of long-term debt of $1 million in the Consolidated Statement of Operations, representing a write-off of a portion of unamortized deferred financing costs. Fees of $4 million related to the Prior Revolving Loan were capitalized as deferred financing fees and are being amortized over the five-year term of the facility on a straight-line basis. These deferred financing fees are recorded in the Other assets line on the Consolidated Balance Sheets.

During 2017, the Company amended its prior $1.5 billion senior secured term loan facility (the "Prior Term Loan Facility") and recorded a loss on extinguishment of long-term debt of $14 million in the Consolidated Statement of Operations. This loss represented the write-off of a portion of the unamortized deferred financing fees of $5 million and unamortized discount related to the Prior Term Loan Facility of $9 million. In connection with the issuance of the Term Loan, the Company incurred and recorded $2 million in deferred financing fees.

During 2017, the Company completed the issuance of the 2025 Senior Notes at par. The proceeds from the issuance of the 2025 Senior Notes along with cash on hand and proceeds from Revolving Loan borrowings were deposited to redeem all of the then remaining $600 million aggregate principal amount of the 2022 Senior Notes. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $43 million in the Consolidated Statement of Operations for the year ended December 31, 2017. This loss represents $37 million in redemption premium and $6 million for the write-off of the remaining deferred financing fees related to the 2022 Senior Notes.

Total Debt Maturities

A summary of total debt maturities is as follows:



(in millions)
Years ending December 31,	Total
2019	$	25.3
2020	25.5
2021	67.2
2022	14.9
2023	1,918.6
Thereafter	1,175.0
	$	3,226.5

Fair Value

The fair values of the Senior Notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using

dealer quotes for identical liabilities in markets that are not considered active. The Senior Notes, Term Loan and CDW UK term loan are classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan and CDW UK revolving credit facility approximate fair value if there are outstanding borrowings. The approximate fair values and related carrying values of the Company's long-term debt, including current maturities and excluding unamortized discount and unamortized deferred financing costs, were as follows:



	December 31,
(in millions)	2018		2017
Fair value	$	3,145.8	$	3,366.5
Carrying value	3,226.5		3,255.9