10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2020

or

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

For the transition period from                     to                    

Commission File Number 001-35985

CDW CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware			26-0273989
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
75 Tri-State International
Lincolnshire	,	Illinois	60069
(Address of principal executive offices)			(Zip Code)

(847) 465-6000

(Registrant's telephone number, including area code)

None

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

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

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

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

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

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

 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

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

As of May 1, 2020, there were 142,318,092 shares of common stock, $0.01 par value, outstanding.

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and 2019	5
	Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2020 and 2019	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in millions, except per share amounts)
	March 31, 2020			December 31, 2019
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	214.4		$	154.0
Accounts receivable, net of allowance for credit losses of $35.1 and $7.9, respectively	3,149.4			3,002.2
Merchandise inventory	672.1			611.2
Miscellaneous receivables	442.5			395.1
Prepaid expenses and other	187.4			171.6
Total current assets	4,665.8			4,334.1
Operating lease right-of-use assets	129.5			131.8
Property and equipment, net	331.9			363.1
Goodwill	2,529.5			2,553.0
Other intangible assets, net	540.2			594.1
Other assets	25.5			23.3
Total Assets	$	8,222.4		$	7,999.4
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade	$	1,967.1		$	1,835.0
Accounts payable-inventory financing	345.5			429.9
Current maturities of long-term debt	33.7			34.1
Contract liabilities	257.6			252.2
Accrued expenses and other current liabilities:
Compensation	201.3			212.3
Advertising	158.6			147.9
Sales and income taxes	135.4			88.6
Other	548.0			491.4
Total current liabilities	3,647.2			3,491.4
Long-term liabilities:
Debt	3,438.5			3,283.2
Deferred income taxes	62.8			62.4
Operating lease liabilities	129.2			131.1
Other liabilities	55.0			71.0
Total long-term liabilities	3,685.5			3,547.7
Stockholders' equity:
Preferred stock, $0.01 par value, 100.0 shares authorized; no shares issued or outstanding for both periods	—			—
Common stock, $0.01 par value, 1,000.0 shares authorized; 142.3 and 143.0 shares outstanding, respectively	1.4			1.4
Paid-in capital	3,114.9			3,095.3
Accumulated deficit	(2,067.3		)	(2,018.6		)
Accumulated other comprehensive loss	(159.3		)	(117.8		)
Total stockholders' equity	889.7			960.3
Total Liabilities and Stockholders' Equity	$	8,222.4		$	7,999.4

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

3

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, except per-share amounts) (unaudited)
	Three Months Ended March 31,
	2020			2019
Net sales	$	4,389.2		$	3,957.9
Cost of sales	3,632.7			3,285.8
Gross profit	756.5			672.1
Selling and administrative expenses	510.7			443.2
Operating income	245.8			228.9
Interest expense, net	(37.9		)	(38.3		)
Other income, net	3.9			1.0
Income before income taxes	211.8			191.6
Income tax expense	(43.9		)	(38.7		)
Net income	$	167.9		$	152.9
Net income per common share:
Basic	$	1.18		$	1.04
Diluted	$	1.16		$	1.02
Weighted-average common shares outstanding:
Basic	142.7			147.0
Diluted	144.9			149.2

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

4

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)
	Three Months Ended March 31,
	2020			2019
Net income	$	167.9		$	152.9
Other comprehensive (loss) income:
Unrealized loss from hedge accounting, net of tax	(0.2		)	(8.3		)
Reclassification of hedge accounting gain to net income, net of tax	1.1			1.5
Foreign currency translation, net of tax	(42.4		)	9.9
Other comprehensive (loss) income	(41.5		)	3.1
Comprehensive income	$	126.4		$	156.0

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

5

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in millions) (unaudited)
	Three Months Ended March 31, 2020
	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of December 31, 2019	143.0		$	1.4	$	3,095.3	$	(2,018.6	)	$	(117.8	)	$	960.3
Net income	—		—		—		167.9			—			167.9
Equity-based compensation expense	—		—		8.8		—			—			8.8
Stock option exercises	0.4		—		7.1		—			—			7.1
Coworker Stock Purchase Plan	—		—		3.5		—			—			3.5
Repurchases of common stock	(1.1	)	—		—		(140.8		)	—			(140.8		)
Dividends paid ($0.380 per share)	—		—		0.2		(54.4		)	—			(54.2		)
Incentive compensation plan stock withheld for taxes	—		—		—		(21.9		)	—			(21.9		)
Foreign currency translation	—		—		—		—			(42.4		)	(42.4		)
Unrealized loss from hedge accounting	—		—		—		—			(0.2		)	(0.2		)
Realized gain from hedge accounting	—		—		—		—			1.1			1.1
Impact of adoption of Topic 326	—		—		—		0.5			—			0.5
Balance as of March 31, 2020	142.3		$	1.4	$	3,114.9	$	(2,067.3	)	$	(159.3	)	$	889.7

	Three Months Ended March 31, 2019
	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of December 31, 2018	147.7		$	1.5	$	2,996.9	$	(1,892.6	)	$	(130.6	)	$	975.2
Net income	—		—		—		152.9			—			152.9
Equity-based compensation expense	—		—		12.2		—			—			12.2
Stock option exercises	0.5		—		13.0		—			—			13.0
Coworker Stock Purchase Plan	—		—		3.0		—			—			3.0
Repurchases of common stock	(1.9	)	—		—		(177.1		)	—			(177.1		)
Dividends paid ($0.295 per share)	—		—		0.2		(43.6		)	—			(43.4		)
Incentive compensation plan stock withheld for taxes	—		—		—		(11.6		)	—			(11.6		)
Foreign currency translation	—		—		—		—			9.9			9.9
Unrealized loss from hedge accounting	—		—		—		—			(8.3		)	(8.3		)
Realized gain from hedge accounting	—		—		—		—			1.5			1.5
Balance as of March 31, 2019	146.3		$	1.5	$	3,025.3	$	(1,972.0	)	$	(127.5	)	$	927.3

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

6

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)
	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities:
Net income	$	167.9		$	152.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	91.4			64.3
Equity-based compensation expense	8.8			12.7
Deferred income taxes	2.6			(13.7		)
Provision for credit losses	29.2			0.5
Other	1.4			2.3
Changes in assets and liabilities:
Accounts receivable	(209.0		)	11.9
Merchandise inventory	(66.4		)	(134.2		)
Other assets	(63.7		)	(31.9		)
Accounts payable-trade	157.4			116.0
Other liabilities	103.4			71.6
Net cash provided by operating activities	223.0			252.4
Cash flows used in investing activities:
Capital expenditures	(25.4		)	(19.4		)
Acquisition of business, net of cash acquired	—			(68.7		)
Net cash used in investing activities	(25.4		)	(88.1		)
Cash flows used in financing activities:
Proceeds from borrowings under revolving credit facility	781.0			88.5
Repayments of borrowings under revolving credit facility	(619.5		)	(12.5		)
Net change in accounts payable-inventory financing	(81.4		)	70.2
Repurchases of common stock	(140.8		)	(177.1		)
Payment of incentive compensation plan withholding taxes	(21.9		)	(11.6		)
Dividend payments	(54.2		)	(43.4		)
Other	6.8			5.7
Net cash used in financing activities	(130.0		)	(80.2		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7.2		)	0.8
Net increase in cash, cash equivalents and restricted cash	60.4			84.9
Cash, cash equivalents and restricted cash—beginning of period	154.0			205.8
Cash, cash equivalents and restricted cash—end of period	$	214.4		$	290.7
Supplementary disclosure of cash flow information:
Interest paid	$	(28.6	)	$	(44.1	)
Taxes paid, net	$	(9.9	)	$	(11.4	)

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

7

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW Corporation ("Parent"), a Fortune 500 company and member of the S&P 500 Index, is a market-leading provider of integrated information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

Throughout this report, the terms the "Company" and "CDW" refer to Parent and its 100% owned subsidiaries.

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

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 (the "Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the US Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "December 31, 2019 Consolidated Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2019 Consolidated Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates.

The notes to the Consolidated Financial Statements contained in the December 31, 2019 Consolidated Financial Statements include a discussion of the Company's significant accounting policies and estimates. Except as noted within Note 2 (Recent Accounting Pronouncements) for the adoption of Accounting Standards Update ("ASU") 2016-13, Financial Instruments

8

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("Topic 326"), there have been no changes to the Company's significant accounting policies and estimates during the three months ended March 31, 2020.

Accounts Receivable

The Company estimates an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rate or gross domestic product growth.

Cash, Cash Equivalents and Restricted Cash

Restricted cash represents funds that are restricted to satisfy designated current liabilities. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows.

	March 31, 2020		December 31, 2019		March 31, 2019		December 31, 2018
Cash and cash equivalents	$	214.4	$	154.0	$	285.0	$	205.8
Restricted cash:
Prepaid expenses and other	—		—		5.7		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	214.4	$	154.0	$	290.7	$	205.8

Advertising

Advertising costs are generally charged to expense in the period incurred. During the three months ended March 31, 2020 and 2019, the Company had advertising costs of $45 million and $39 million, respectively, recorded in Selling and administrative expenses in the Consolidated Statements of Operations.

2. Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU temporarily provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform. The ASU was effective upon its issuance and will remain in effect for all contract modifications and hedging relationships entered into through December 31, 2022. The Company elected the expedient for cash flow hedges to assert the probability of the hedged forecasted transaction under Topic 815: Derivatives and Hedging, regardless of any expected modification in terms related to reference rate reform. This election did not have an impact to the Company’s Consolidated Financial Statements. As the Company begins modifying contracts impacted by reference rate reform, the other optional expedients will be evaluated for impact on the Consolidated Financial Statements.

Measurement of Credit Losses on Financial Instruments

On January 1, 2020, the Company adopted and applied ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) using the modified retrospective approach. Topic 326 introduced a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, which is reflected in the Company’s policies. The adoption of Topic 326, as well as the adjustment to retained earnings for the cumulative effect, was not significant to the Company's Consolidated Financial Statements.

9

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

3. Inventory Financing Agreements

The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due.

Amounts included in Accounts payable-inventory financing are as follows:

	March 31, 2020		December 31, 2019
Revolving Loan inventory financing agreement(1)	$	303.8	$	379.1
Other inventory financing agreements	41.7		50.8
Accounts payable-inventory financing	$	345.5	$	429.9

(1) The senior secured asset-based revolving credit facility includes an inventory floorplan sub-facility that enables the Company to maintain an inventory financing agreement with a financial intermediary to facilitate the purchase of inventory from certain vendors on more favorable terms than offered directly by the vendors.

4. Contract Liabilities and Performance Obligations

The Company's contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The Company's contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. As of March 31, 2020 and December 31, 2019, the contract liability balance was $258 million and $252 million, respectively. During the three months ended March 31, 2020 and 2019, the Company recognized revenue of $123 million and $74 million, respectively, related to its contract liabilities.

A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of March 31, 2020 related to noncancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.

	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	42.7	$	20.6	$	8.6	$	0.5

5. Financial Instruments

The Company's indebtedness creates interest rate risk on its variable-rate debt. The Company uses derivative financial instruments to manage its exposure to interest rate risk. The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

The Company has interest rate cap agreements that entitle it to payments from the counterparty of the amount, if any, by which three-month London Interbank Offered Rate ("LIBOR") exceeds the strike rates of the caps during the agreement period in exchange for an upfront premium. During 2020, the Company did not enter into interest rate cap agreements.

As of March 31, 2020 and December 31, 2019, the Company had interest rate cap agreements with a fair value of less than $1 million which were classified within Other assets on the Consolidated Balance Sheets. The total notional value of the interest rate cap agreements was $2.8 billion as of March 31, 2020 and December 31, 2019 of which $1.4 billion mature at December 31, 2020 and December 31, 2022, respectively.

The fair values of the Company's interest rate cap agreements are classified as Level 2 in the fair value hierarchy. The valuation of the interest rate cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements.

10

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The counterparty credit spreads are based on publicly available credit information obtained from a third-party credit data provider. For additional information, see Note 6 (Long-Term Debt).

The interest rate cap agreements are designated as cash flow hedges. The changes in the fair value of derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss and are subsequently reclassified into Interest expense in the period when the hedged forecasted transaction affects earnings. The Company recorded an insignificant loss and a $8 million loss, net of tax, into Accumulated other comprehensive loss for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company reclassified $1 million and $2 million, net of tax, respectively, from Accumulated other comprehensive loss to earnings within Interest expense, net on the Consolidated Statements of Operations. The Company expects to reclassify $7 million from Accumulated other comprehensive loss to earnings within Interest expense, net during the next 12 months.

6. Long-Term Debt

		As of March 31, 2020					As of December 31, 2019
	Maturity	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	2.62	%	212.5			5.00	%	51.0
Total credit facilities				212.5					51.0
Term Loans
CDW UK term loan(1)	August 2021	2.07	%	57.1			2.19	%	61.0
Senior secured term loan facility	October 2026	2.74	%	1,434.5			3.55	%	1,438.3
Total term loans				1,491.6					1,499.3
Unsecured Senior Notes
Senior notes due 2024 ("2024 Senior Notes")	December 2024	5.50	%	575.0			5.50	%	575.0
Senior notes due 2025 ("2025 Senior Notes")	September 2025	5.00	%	600.0			5.00	%	600.0
Senior notes due 2028 ("2028 Senior Notes")	April 2028	4.25	%	600.0			4.25	%	600.0
Total unsecured senior notes				1,775.0					1,775.0
Other long-term obligations				12.8					12.6
Unamortized deferred financing fees				(19.7		)			(20.6		)
Current maturities of long-term debt				(33.7		)			(34.1		)
Total long-term debt				$	3,438.5				$	3,283.2

(1) British pound-denominated debt facilities.

As of March 31, 2020, 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 March 31, 2020, the Company could have borrowed up to an additional £50 million ($62 million) 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. As of March 31, 2020, the Revolving Loan had less than $1 million of undrawn letters of credit, $301 million reserved for the floorplan sub-facility and a borrowing base of $1.9 billion, which is based on the

11

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

amount of eligible inventory and accounts receivable balances as of February 29, 2020. As of March 31, 2020, the Company could have borrowed up to an additional $0.9 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 3 (Inventory Financing Agreements)), deposits and accounts receivable, and by a second priority interest in substantially all other US assets.

Term Loans

The CDW UK term loan has a variable interest rate. The Company is required to make annual principal installments of £5 million ($6 million), 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 March 31, 2020, the amount of restricted payment capacity under the CDW UK term loan was £204 million ($253 million).

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 5 (Financial Instruments)). The interest rate disclosed in the table above represents the variable interest rates in effect for March 31, 2020 and December 31, 2019, 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 March 31, 2020, the amount of CDW's restricted payment capacity under the Term Loan was $1.9 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 3 (Inventory Financing Agreements), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.

Unsecured Senior Notes

The senior notes have fixed interest rates, for which interest is paid semi-annually.

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 fees, are as follows:

	March 31, 2020		December 31, 2019
Fair value	$	3,429.4	$	3,447.5
Carrying value	3,491.9		3,337.9

7. Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted into law. The primary impact to the Company’s financial statements as a result of the CARES Act will be the deferral of US corporate income tax payments from the second quarter of 2020 to July 2020 as well as the deferral of employer related payroll tax payments from the second, third and fourth quarters of 2020 with 50% to be paid in the fourth quarter of 2021 and the remaining 50% to be paid in the fourth quarter of 2022.

Income tax expense was $44 million and $39 million for the three months ended March 31, 2020 and 2019, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 20.7% for the three months ended March 31, 2020 and differed from the US federal statutory rate of 21.0% primarily due to excess tax benefits on equity-based compensation, partially offset by state and local income taxes. The effective tax rate for the three months ended March 31, 2019 was 20.2% and differed from the US federal statutory rate of 21.0%

12

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

primarily due to excess tax benefits on equity-based compensation and a discrete tax benefit related to CDW Canada’s acquisition of Scalar Decisions Inc., partially offset by state and local income taxes.

8. Earnings Per Share

The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period.

A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:

	Three Months Ended March 31,
	2020	2019
Basic weighted-average shares outstanding	142.7	147.0
Effect of dilutive securities(1)	2.2	2.2
Diluted weighted-average shares outstanding(2)	144.9	149.2

(1) The dilutive effect of outstanding stock options, restricted stock units, restricted stock, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.

(2) There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares outstanding for both the three months ended March 31, 2020 and 2019 as their inclusion would have had an anti-dilutive effect.

9. Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company's business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.

As of March 31, 2020, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's consolidated financial statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

10. Segment Information

The Company has three reportable segments: Corporate, which is comprised primarily of US private sector business customers with more than 250 employees, Small Business, which primarily serves US private sector business customers with up to 250 employees, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has two other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other"). Headquarters function costs that are not allocated to the segments are included under the heading of "Headquarters" in the tables below.

13

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Information about the Company's segments is as follows:

	Corporate			Small Business			Public			Other			Headquarters			Total
Three Months Ended March 31, 2020
Net sales	$	1,911.0		$	391.5		$	1,525.3		$	561.4		$	—		$	4,389.2
Operating income (loss)	127.4			27.3			112.4			14.7			(36.0		)	245.8
Depreciation and amortization expense	(22.3		)	(5.8		)	(37.7		)	(8.0		)	(17.6		)	(91.4		)
Three Months Ended March 31, 2019
Net sales	$	1,736.2		$	355.6		$	1,330.7		$	535.4		$	—		$	3,957.9
Operating income (loss)	134.7			24.4			76.1			25.6			(31.9		)	228.9
Depreciation and amortization expense	(21.5		)	(5.6		)	(12.7		)	(7.4		)	(17.1		)	(64.3		)

14

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Geographic Areas and Revenue Mix

	Three Months Ended March 31, 2020
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,907.8	$	391.5	$	1,525.3	$	6.2	$	3,830.8
Rest of World	3.2		—		—		555.2		558.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Major Product and Services
Hardware	1,513.9		324.4		1,210.8		407.4		3,456.5
Software	276.0		53.5		239.7		97.1		666.3
Services	100.1		8.2		67.8		54.5		230.6
Other(2)	21.0		5.4		7.0		2.4		35.8
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Sales by Channel
Corporate	1,911.0		—		—		—		1,911.0
Small Business	—		391.5		—		—		391.5
Government	—		—		568.5		—		568.5
Education	—		—		476.2		—		476.2
Healthcare	—		—		480.6		—		480.6
Other	—		—		—		561.4		561.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,741.0		366.7		1,404.6		499.0		4,011.3
Transferred at a point in time where CDW is agent	107.6		22.0		52.3		13.2		195.1
Transferred over time where CDW is principal	62.4		2.8		68.4		49.2		182.8
Total Net sales	$	1,911.0	$	391.5	$	1,525.3	$	561.4	$	4,389.2

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

(2) Includes items such as delivery charges to customers.

15

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

	Three Months Ended March 31, 2019
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,732.9	$	355.6	$	1,330.7	$	8.4	$	3,427.6
Rest of World	3.3		—		—		527.0		530.3
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Major Product and Services
Hardware	1,384.7		295.1		1,063.3		403.2		3,146.3
Software	246.5		48.1		221.1		77.3		593.0
Services	88.0		7.0		42.1		51.9		189.0
Other(2)	17.0		5.4		4.2		3.0		29.6
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Sales by Channel
Corporate	1,736.2		—		—		—		1,736.2
Small Business	—		355.6		—		—		355.6
Government	—		—		488.4		—		488.4
Education	—		—		400.4		—		400.4
Healthcare	—		—		441.9		—		441.9
Other	—		—		—		535.4		535.4
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,581.8		335.2		1,243.3		474.9		3,635.2
Transferred at a point in time where CDW is agent	104.0		19.8		46.2		13.0		183.0
Transferred over time where CDW is principal	50.4		0.6		41.2		47.5		139.7
Total Net sales	$	1,736.2	$	355.6	$	1,330.7	$	535.4	$	3,957.9

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

(2) Includes items such as delivery charges to customers.

16

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents Net sales by major category for the three months ended March 31, 2020 and 2019. Categories are based upon internal classifications.

	Three Months Ended March 31,
	2020				2019
	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Notebooks/Mobile Devices	$	1,111.0	25.3	%	$	916.1	23.1	%
Netcomm Products	456.4		10.4		511.4		12.9
Desktops	384.3		8.8		297.0		7.5
Video	314.6		7.2		271.3		6.9
Enterprise and Data Storage (Including Drives)	240.5		5.5		293.3		7.4
Other Hardware	949.7		21.5		857.2		21.7
Total Hardware	3,456.5		78.7		3,146.3		79.5
Software(1)	666.3		15.2		593.0		15.0
Services(1)	230.6		5.3		189.0		4.8
Other(2)	35.8		0.8		29.6		0.7
Total Net sales	$	4,389.2	100.0	%	$	3,957.9	100.0	%

(1) Certain software and services revenues are recorded on a net basis for accounting purposes. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.

(2) Includes items such as delivery charges to customers.

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

11. Subsequent Events

On April 21, 2020, CDW completed the issuance of $600 million aggregate principal amount of 4.125% Senior Notes due 2025 at par.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," the terms "we," "us," "the Company," "our," "CDW" and similar terms refer to CDW Corporation and its subsidiaries. "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" at the end of this discussion.

Overview

CDW Corporation, a Fortune 500 company and member of the S&P 500 Index, is a market-leading provider of integrated information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the US, the UK and Canada. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

We are technology "agnostic," with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual and cloud-based environments through approximately 6,800 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers ("OEMs"), software publishers and cloud providers (collectively, our "vendor partners"), whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise and extensive customer access.

We have three reportable segments, Corporate, Small Business and Public. Our Corporate segment primarily serves US private sector business customers with more than 250 employees. Our Small Business segment primarily serves US private sector business customers with up to 250 employees. Our Public segment is comprised of government agencies and education and healthcare institutions in the US. We also have two other operating segments: CDW UK and CDW Canada, each of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other").

We may sell all or only select products that our vendor partners offer. Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to helping our customers determine the best software solutions for their needs, we help them manage their software agreements, including warranties and renewals. A significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising programs with our vendor partners. These programs are at the discretion of our vendor partners and are typically tied to sales or other commitments to be met by us within a specified period of time.

Trends and Key Factors Affecting our Financial Performance

We believe the following key factors may have a meaningful impact on our business performance, influencing our ability to generate sales and achieve our targeted financial and operating results:

• General economic conditions are a key factor affecting our results as they impact our customers' willingness to spend on information technology. This is particularly the case for our Corporate and Small Business customers, as their purchases tend to reflect confidence in their business prospects, which are driven by their discrete perceptions of business and general economic conditions. Additionally, changes in trade policy and product constraints from suppliers could have an adverse impact on our business.

• The global spread of the novel coronavirus (“COVID-19”) pandemic has created significant macroeconomic uncertainty, volatility and disruption. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, cash flows, financial condition and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. The Company is mobilizing its resources to help ensure the well-being and safety of our coworkers, business continuity, a strong capital position and adequate liquidity. The Company’s efforts are described below:

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• Currently, we are focused on the well-being and safety of our coworkers, leveraging standing crisis management protocols and following guidelines from public health authorities. We implemented precautions to help keep our coworkers healthy and safe, including activating a cross-functional response team led by senior leadership, moving to remote working for our office coworkers, and implementing safety protocols at our distribution centers, including social distancing measures, segmented shifts, additional personal protective equipment, enhanced facility cleanings, and temperature screening for anyone entering the facilities. At the end of March, to limit the virus spread after a few coworkers tested positive for COVID-19, we decided to close our Vernon Hills, Illinois distribution center for several days and to require a shift of configuration center coworkers to self-isolate. We have continued to pay our affected coworkers their wages. These actions have not had a material impact to date as we leveraged flexibility in our distribution and configuration capabilities where possible, and where not, shipping times modestly increased.

• We had strong Net sales at the end for the first quarter 2020 due to robust customer demand for remote work enablement. We expect as the workforces of our customers are more fully enabled for remote work, this demand will moderate. We believe that some portion of Net sales achieved in March is likely attributable to a pull forward of future demand.

• During the first quarter of 2020, we increased our provision for credit losses as a result of the expected economic impact of COVID-19. We continue to monitor cash collections and credit limits of our customers to manage the risk of uncollectible receivables.

• We have taken certain strategic stocking positions to potentially mitigate the impacts of product constraints related to potential delays in our supply chain.

• We have taken measures to enhance liquidity, including completing a $600 million debt issuance in April 2020, suspending share repurchases and implementing cost savings initiatives.

• There continues to be substantial uncertainty regarding the impact of the UK's exit from the European Union ("EU") (referred to as "Brexit"), with the UK/EU future trade deal still being negotiated. Potential adverse consequences of Brexit such as global market uncertainty, volatility in currency exchange rates, greater restrictions on imports and exports between UK and EU countries and increased regulatory complexities could have a negative impact on our business, financial condition and results of operations. Prior to the impact of COVID-19, CDW UK had not experienced significant changes in the buying behavior of its customers. We have established a presence in the Netherlands to support CDW UK's broader growth opportunities in the EU and to help address future developments, as needed, for Brexit.

• Changes in spending policies, budget priorities and funding levels are a key factor influencing the purchasing levels of government, healthcare and education customers. With the current COVID-19 pandemic, future budget priorities and funding levels for these customers may be adversely affected.

• Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing IT securely. These trends are driving customer adoption of solutions such as those delivered via cloud, software defined architectures and hybrid on-premise and off-premise combinations, as well as the evolution of the IT consumption model to more "as a service" offerings, including Device as a Service and managed services. Technology trends could also change as customers consider the impact of the COVID-19 pandemic on their operations.

Key Business Metrics

We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin, Net income, Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, Net sales growth on a constant currency basis, Net income per diluted share, Non-GAAP net income per diluted share, free cash flow, return on working capital, Cash and cash equivalents, net working capital, cash conversion cycle, debt levels including available credit, sales per coworker and coworker turnover. These measures and ratios are compared to standards or objectives set by management, so that actions can be taken, as necessary, in order to achieve the standards and objectives.

In this report, we discuss Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis, which are non-GAAP financial measures.

We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating

20

performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business. For the definitions of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, Net sales growth on a constant currency basis and reconciliations to the most directly comparable GAAP measure, see "Results of Operations - Non-GAAP Financial Measure Reconciliations."

The results of certain business metrics are as follows:

	Three Months Ended March 31,
(dollars in millions)	2020		2019
Net sales	$	4,389.2	$	3,957.9
Gross profit	756.5		672.1
Operating income	245.8		228.9
Net income	167.9		152.9
Non-GAAP operating income	303.9		287.3
Non-GAAP net income	200.0		185.4
Average daily sales(1)	68.6		62.8
Net debt(2)	3,257.8		2,998.4
Cash conversion cycle (in days)(3)	20		17

(1) There were 64 and 63 selling days for the three months ended March 31, 2020 and 2019, respectively.

(2) Defined as Total debt minus Cash and cash equivalents.

(3) Cash conversion cycle is defined as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable and Accounts payable-inventory financing, based on a rolling three-month average.

Results of Operations

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

Results of operations, in dollars and as a percentage of Net sales are as follows:

	Three Months Ended March 31,
	2020					2019
	Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales
Net sales	$	4,389.2		100.0	%	$	3,957.9		100.0	%
Cost of sales	3,632.7			82.8		3,285.8			83.0
Gross profit	756.5			17.2		672.1			17.0
Selling and administrative expenses	510.7			11.6		443.2			11.2
Operating income	245.8			5.6		228.9			5.8
Interest expense, net	(37.9		)	(0.9	)	(38.3		)	(1.0	)
Other income, net	3.9			0.1		1.0			—
Income before income taxes	211.8			4.8		191.6			4.8
Income tax expense	(43.9		)	(1.0	)	(38.7		)	(1.0	)
Net income	$	167.9		3.8	%	$	152.9		3.9	%

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Net sales

Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales are as follows:

	Three Months Ended March 31,
	2020				2019
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change		Average Daily Sales Percent Change(1)
Corporate	$	1,911.0	43.5	%	$	1,736.2	43.9	%	$	174.8	10.1	%	8.4	%
Small Business	391.5		8.9		355.6		9.0		35.9		10.1		8.4
Public:
Government	568.5		13.0		488.4		12.3		80.1		16.4		14.6
Education	476.2		10.8		400.4		10.1		75.8		19.0		17.1
Healthcare	480.6		11.0		441.9		11.2		38.7		8.8		7.1
Total Public	1,525.3		34.8		1,330.7		33.6		194.6		14.6		12.8
Other	561.4		12.8		535.4		13.5		26.0		4.8		3.2
Total Net sales	$	4,389.2	100.0	%	$	3,957.9	100.0	%	$	431.3	10.9	%	9.2	%

(1) There were 64 and 63 selling days for the three months ended March 31, 2020 and 2019, respectively.

Total Net sales for the three months ended March 31, 2020 increased $431 million, or 10.9%, to $4,389 million, compared to the three months ended March 31, 2019. There was one more selling day in the three months ended March 31, 2020 compared to the same period of 2019, and Net sales on an average daily sales basis increased 9.2%. Excluding the impact of foreign currency fluctuations, constant currency Net sales growth on an average daily sales basis was 9.4%. For additional information on constant currency Net sales growth, see "Non-GAAP Financial Measure Reconciliations."

For the three months ended March 31, 2020, Net sales grew in client devices (defined as notebooks/mobile devices and desktops), collaboration tools, and software from robust customer demand for remote worker enablement in response to the COVID-19 pandemic. The Census project further contributed to growth in Notebooks/mobile devices, as well as other hardware, including accessories and smartphones, and services. For additional information, see Note 10 (Segment Information) to the accompanying Consolidated Financial Statements.

Corporate segment Net sales for the three months ended March 31, 2020 increased $175 million, or 10.1%, compared to the three months ended March 31, 2019. On an average daily sales basis, Corporate segment Net sales increased 8.4%. Growth was primarily driven by client devices, video and software.

Small Business segment Net sales for the three months ended March 31, 2020 increased $36 million, or 10.1%, compared to the three months ended March 31, 2019. On an average daily sales basis, Small Business segment Net sales increased 8.4%. Growth was primarily driven by client devices, video and software.

Public segment Net sales for the three months ended March 31, 2020 increased $195 million, or 14.6%, compared to the three months ended March 31, 2019. On an average daily sales basis, Public segment Net sales increased 12.8%. Net sales to Government customers increased 14.6% on an average daily sales basis primarily driven by Notebooks/Mobile devices, as well as other hardware, including accessories and smartphones, and services as we continued to deliver on the Census project. Net sales to Education and Healthcare customers increased 17.1% and 7.1%, respectively, on an average daily sales basis, primarily driven by client devices.

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the three months ended March 31, 2020 increased $26 million, or 3.2% on an average daily sales basis, compared to the three months ended March 31, 2019. Both operations grew in local currency led by Canada which included two months of 2019 Net sales from the acquisition of Scalar. The impact of foreign currency exchange decreased Other Net sales growth by approximately 200 basis points, primarily due to the unfavorable translation of the British pound and Canadian dollar to the US dollar.

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Gross profit

Gross profit increased $85 million, or 12.6%, to $757 million for the three months ended March 31, 2020, compared to $672 million for the three months ended March 31, 2019. As a percentage of Net sales, Gross profit margin increased 20 basis points to 17.2% for the three months ended March 31, 2020. Gross profit margin was positively impacted by product margin, partially offset by the mix of netted down revenues that are booked net of cost of goods sold, which did not grow as fast as overall Net sales.

Selling and administrative expenses

Selling and administrative expenses increased $68 million, or 15.2%, to $511 million for the three months ended March 31, 2020, compared to $443 million for the three months ended March 31, 2019. The increase was primarily due to a higher provision for credit losses driven by a $29 million increase in reserves, which predominately reflects the expected economic impact of the COVID-19 pandemic, higher payroll expenses consistent with higher coworker count and higher gross profit.

As a percentage of Net sales, Selling and administrative expenses increased 40 basis points to 11.6% during the three months ended March 31, 2020, compared to 11.2% for the three months ended March 31, 2019 due to a higher provision for credit losses.

Operating income

Operating income by segment, in dollars and as a percentage of Net sales, and the year-over-year percentage change are as follows:

	Three Months Ended March 31,
	2020					2019
	Dollars in Millions			Operating Margin		Dollars in Millions			Operating Margin		Percent Change in Operating Income
Segments:(1)
Corporate	$	127.4		6.7	%	$	134.7		7.8	%	(5.4	)%
Small Business	27.3			7.0		24.4			6.9		11.9
Public	112.4			7.4		76.1			5.7		47.8
Other(2)	14.7			2.6		25.6			4.8		(42.5	)
Headquarters(3)	(36.0		)	nm*		(31.9		)	nm*		(12.9	)
Total Operating income	$	245.8		5.6	%	$	228.9		5.8	%	7.4	%

* Not meaningful

(1) Segment operating income includes the segment's direct operating income, allocations for certain Headquarters costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

(2) Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.

(3) Includes certain Headquarters' function costs that are not allocated to the segments.

Operating income was $246 million for the three months ended March 31, 2020, an increase of $17 million, or 7.4%, compared to $229 million for the three months ended March 31, 2019. Operating income increased primarily due to higher Gross profit dollars, partially offset by a higher provision for credit losses and higher payroll expenses. Total operating margin percentage decreased 20 basis points to 5.6% for the three months ended March 31, 2020, from 5.8% for the three months ended March 31, 2019 primarily due to a higher provision for credit losses, partially offset by an increase in Gross profit margin.

Corporate segment Operating income was $127 million for the three months ended March 31, 2020, a decrease of $8 million, or 5.4%, compared to $135 million for the three months ended March 31, 2019. Corporate segment Operating income decreased primarily due to a higher provision for credit losses and higher payroll expenses, partially offset by higher Gross profit dollars. Corporate segment operating margin percentage decreased 110 basis points to 6.7% for the three months ended March 31, 2020, from 7.8% for the three months ended March 31, 2019 primarily due to a higher provision for credit losses and lower product margin.

Small Business segment Operating income was $27 million for the three months ended March 31, 2020, an increase of $3 million, or 11.9%, compared to $24 million for the three months ended March 31, 2019. Small Business segment Operating income increased

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primarily due to higher Gross profit dollars partially offset by a higher provision for credit losses and higher payroll expenses. Small Business segment operating margin percentage increased 10 basis points to 7.0% for the three months ended March 31, 2020, from 6.9% for the three months ended March 31, 2019 primarily due to higher product margin and lower sales payroll expenses as a percentage of Net sales, partially offset by a higher provision for credit losses.

Public segment Operating income was $112 million for the three months ended March 31, 2020, an increase of $36 million, or 47.8%, compared to $76 million for the three months ended March 31, 2019. Public segment Operating income increased primarily due to higher Gross profit dollars partially offset by a higher provision for credit losses and higher sales payroll expenses. Public segment operating margin percentage increased 170 basis points to 7.4% for the three months ended March 31, 2020, from 5.7% for the three months ended March 31, 2019 primarily due to a mix into more profitable product and service offerings and lower sales payroll expenses as a percentage of Net sales, partially offset by a higher provision for credit losses.

Other Operating income was $15 million for the three months ended March 31, 2020, a decrease of $11 million, or 42.5%, compared to $26 million for the three months ended March 31, 2019. Other Operating income decreased primarily due to a higher provision for credit losses, a mix out of more profitable service offerings, and higher payroll expenses due to higher coworker count. Other operating margin percentage decreased 220 basis points to 2.6% for the three months ended March 31, 2020, from 4.8% for the three months ended March 31, 2019 primarily due to lower product margin and a higher provision for credit losses.

Income tax expense

Income tax expense was $44 million for the three months ended March 31, 2020, compared to $39 million for the three months ended March 31, 2019. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 20.7% for the three months ended March 31, 2020 and differed from the US federal statutory rate of 21.0% primarily due to the impact of excess tax benefits on equity-based compensation, partially offset by state and local income taxes. The effective income tax rate for the three months ended March 31, 2019 was 20.2% and differed from the US federal statutory rate of 21.0% primarily due to the impact of excess tax benefits on equity-based compensation and a discrete tax benefit related to CDW Canada’s acquisition of Scalar in 2019, partially offset by state and local income taxes.

The increase in the effective tax rate for the three months ended March 31, 2020 as compared to the same period of the prior year was primarily driven by a discrete tax benefit related to CDW Canada’s acquisition of Scalar in 2019, partially offset by the impact of higher excess tax benefits on equity-based compensation in 2020.

Non-GAAP Financial Measure Reconciliations

We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, and Net sales growth on a constant currency basis for the three months ended March 31, 2020 and 2019 below.

Non-GAAP operating income excludes, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, and acquisition and integration expenses. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP income before income taxes and Non-GAAP net income exclude, among other things, charges related to acquisition-related intangible asset amortization, equity-based compensation, acquisition and integration expenses, and the associated tax effects of each. Net sales growth on a constant currency basis is defined as Net sales growth excluding the impact of foreign currency translation on Net sales compared to the prior period.

Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance or financial position that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.

We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business.

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Non-GAAP operating income

Non-GAAP operating income was $304 million for the three months ended March 31, 2020, an increase of $17 million, or 5.8%, compared to $287 million for the three months ended March 31, 2019. As a percentage of Net sales, Non-GAAP operating income was 6.9% and 7.3% for the three months ended March 31, 2020 and 2019.

	Three Months Ended March 31,
(dollars in millions)	2020			2019
Operating income	$	245.8		$	228.9
Amortization of intangibles(1)	44.6			44.4
Equity-based compensation	8.8			12.7
Other adjustments(2)	4.7			1.3
Non-GAAP operating income	$	303.9		$	287.3
Non-GAAP operating income margin	6.9		%	7.3		%

(1) Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

(2) Includes other expenses such as payroll taxes on equity-based compensation, expenses related to the relocation of the downtown Chicago office, and acquisition and integration expenses.

Non-GAAP net income

Non-GAAP net income was $200 million for the three months ended March 31, 2020, an increase of $15 million, or 7.8%, compared to $185 million for the three months ended March 31, 2019.

	Three Months Ended March 31,
	2020								2019
(dollars in millions)	Income before income taxes		Income tax expense(1)			Net income			Income before income taxes		Income tax expense(1)			Net income
GAAP (as reported)	$	211.8	$	(43.9	)	$	167.9		$	191.6	$	(38.7	)	$	152.9
Amortization of intangibles(2)	44.6		(11.1		)	33.5			44.4		(11.3		)	33.1
Equity-based compensation	8.8		(13.7		)	(4.9		)	12.7		(11.3		)	1.4
Other adjustments(3)	4.7		(1.2		)	3.5			1.3		(3.3		)	(2.0		)
Non-GAAP	$	269.9	$	(69.9	)	$	200.0		$	250.0	$	(64.6	)	$	185.4

(1) Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.

(2) Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.

(3) Includes other expenses such as payroll taxes on equity-based compensation, expenses related to the relocation of the downtown Chicago office, and acquisition and integration expenses.

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Net sales growth on a constant currency basis

Net sales increased $431 million, or 10.9%, to $4,389 million for the three months ended March 31, 2020, compared to $3,958 million for the three months ended March 31, 2019. Net sales on a constant currency basis, which excludes the impact of foreign currency translation, increased $441 million, or 11.2%.

	Three Months Ended March 31,
(dollars in millions)	2020		2019			% Change		Average Daily % Change(1)
Net sales, as reported	$	4,389.2	$	3,957.9		10.9	%	9.2	%
Foreign currency translation(2)	—		(9.8		)
Net sales, on a constant currency basis	$	4,389.2	$	3,948.1		11.2	%	9.4	%

(1) There were 64 and 63 selling days for the three months ended March 31, 2020 and 2019, respectively.

(2) Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the current year.

Seasonality

While we have not historically experienced significant seasonality throughout the year, sales in our Corporate segment, which primarily serves US private sector business customers with more than 250 employees, are typically higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year. Additionally, sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers.

Liquidity and Capital Resources

Overview

We finance our operations and capital expenditures with internally generated cash from operations and borrowings under our revolving credit facility. As of March 31, 2020, we also had $0.9 billion of availability for borrowings under our senior secured asset-based revolving credit facility and an additional £50 million ($62 million) under the CDW UK revolving credit facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes investment for future growth, dividend payments, acquisitions and share repurchases. In April 2020, we bolstered our liquidity position by completing a $600 million debt offering to be used for general corporate purposes. We also took additional measures to enhance our liquidity by suspending share repurchases and implementing various other cost savings initiatives. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions and working capital management, including accounts receivable.

Long-Term Debt and Financing Arrangements

As of March 31, 2020, we had total indebtedness of $3.5 billion, of which $1.7 billion was secured indebtedness. On April 21, 2020, we completed the issuance of $600 million aggregate principal amount of 4.125% senior notes due 2025 at par. At March 31, 2020, we were in compliance with the covenants under our various credit agreements and indentures.

For additional information regarding our debt and refinancing activities, see Note 6 (Long-Term Debt) to the accompanying Consolidated Financial Statements.

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due. For additional information, see Note 3 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.

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Share Repurchase Program

During the three months ended March 31, 2020, we repurchased 1.1 million shares of our common stock for $141 million under the previously announced share repurchase program. For additional information on our share repurchase program, see "Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds."

Dividends

A summary of 2020 dividend activity for our common stock is as follows:

Dividend Amount	Declaration Date	Record Date	Payment Date
$0.380	February 6, 2020	February 25, 2020	March 10, 2020

On May 6, 2020, we announced that our Board of Directors declared a quarterly cash dividend of $0.380 per common share. The dividend will be paid on June 10, 2020 to all stockholders of record as of the close of business on May 25, 2020.

The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant. In addition, our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us, in each case, under the terms of our current and any future agreements governing our indebtedness.

Coronavirus Aid, Relief, and Economic Security Act

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted into law. The primary impact to our financial statements as a result of the CARES Act will be the deferral of US corporate income tax payments from the second quarter of 2020 to July 2020 as well as the deferral of employer related payroll tax payments from the second, third and fourth quarters of 2020 with 50% to be paid in the fourth quarter of 2021 and the remaining 50% to be paid in the fourth quarter of 2022.

Cash Flows

Cash flows from operating, investing and financing activities are as follows:

	Three Months Ended March 31,
(dollars in millions)	2020			2019
Net cash provided by (used in):
Operating activities	$	223.0		$	252.4
Investing activities	(25.4		)	(88.1		)
Net change in accounts payable-inventory financing	(81.4		)	70.2
Other financing activities	(48.6		)	(150.4		)
Financing activities	(130.0		)	(80.2		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7.2		)	0.8
Net increase in cash, cash equivalents and restricted cash	$	60.4		$	84.9

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Operating Activities

Cash flows from operating activities are as follows:

	Three Months Ended March 31,
(dollars in millions)	2020			2019			Change
Net income	$	167.9		$	152.9		$	15.0
Adjustments for the impact of non-cash items(1)	133.4			66.1			67.3
Net income adjusted for the impact of non-cash items(2)	301.3			219.0			82.3
Changes in assets and liabilities:
Accounts receivable(3)	(209.0		)	11.9			(220.9		)
Merchandise inventory(4)	(66.4		)	(134.2		)	67.8
Accounts payable-trade(5)	157.4			116.0			41.4
Other	39.7			39.7			—
Net cash provided by operating activities	$	223.0		$	252.4		$	(29.4	)

(1) Includes items such as deferred income taxes, depreciation and amortization, provision for credit losses and equity-based compensation expense.

(2) The change is due to stronger operating results driven by Net sales and Gross profit growth.

(3) The change is primarily due to increased sales volume and timing of payments during the first quarter of 2020 compared to 2019.

(4) The change is primarily due to lower growth in inventory balances during the first quarter of 2020 compared to 2019.

(5) The change is due to increased sales volume during the first quarter of 2020 compared to 2019 and timing of inventory purchases, partially offset by mixing out of vendors with longer payment terms.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average. Components of our cash conversion cycle are as follows:

	March 31,
(in days)	2020		2019
Days of sales outstanding (DSO)(1)	58		57
Days of supply in inventory (DIO)(2)	14		14
Days of purchases outstanding (DPO)(3)	(52	)	(54	)
Cash conversion cycle	20		17

(1) Represents the rolling three-month average of the balance of Accounts receivable, net at the end of the period, divided by average daily Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.

(2) Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average daily Cost of sales for the same three-month period.

(3) Represents the rolling three-month average of the combined balance of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average daily Cost of sales for the same three-month period.

The cash conversion cycle increased to 20 days at March 31, 2020, compared to 17 days at March 31, 2019. DSO increased 1 day, DPO decreased 2 days, and DIO remained flat compared to March 31, 2019. The increase in DSO was primarily due to timing of payments during the first quarter of 2020 compared to 2019. The decrease in DPO is primarily due to mixing out of vendors with longer payment terms and lower growth in third-party services sales such as Software as a Service and warranties.

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Investing Activities

Net cash used in investing activities decreased $63 million in the three months ended March 31, 2020 compared to March 31, 2019. This decrease was primarily due to the acquisition of Scalar in 2019. Additionally, Capital expenditures increased $6 million primarily due to investments for improvements to our information technology systems.

Financing Activities

Net cash used in financing activities increased $50 million in the three months ended March 31, 2020 compared to March 31, 2019. The increase was primarily driven by changing to a mix of more vendors outside our inventory financing arrangements, which was partially offset by increased borrowings on our revolving credit facilities and lower share repurchases. For additional information regarding the inventory financing agreements and debt activities, see Note 3 (Inventory Financing Agreements) and Note 6 (Long-Term Debt) to the accompanying Consolidated Financial Statements.

Contractual Obligations

Except as disclosed above under "Long-Term Debt and Financing Arrangements," there have been no material changes to our contractual obligations from those reported in our Annual Report on Form 10-K for the year ended December 31, 2019.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Issuers and Guarantors of Debt Securities

On March 2, 2020, the SEC adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Although the disclosures required by the amendments do not become mandatory until January 4, 2020, voluntary early compliance is permitted. We have elected to voluntarily comply beginning with the quarterly period ended March 31, 2020.

Each series of our outstanding unsecured senior notes (the "Notes") are issued by CDW LLC and CDW Finance Corporation (the "Issuers") and are guaranteed by CDW Corporation ("Parent") and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries (the "Guarantor Subsidiaries" and, together with Parent, the “Guarantors”). All guarantees by Parent and the Guarantors are joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries are subject to certain customary release provisions contained in the indentures governing the Notes.

The Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and are:

• structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries and;

• rank equal in right of payment with all of the Issuers' and the Guarantors’ existing and future unsecured senior debt.

The following tables set forth Balance Sheet information as of March 31, 2020 and December 31, 2019, and Statement of Operations information for the three months ended March 31, 2020 and for the year ended December 31, 2019. The financial information includes the accounts of the Issuers and the accounts of the Guarantor s (the "Obligor Group"). The financial information of the Obligor Group is presented on a combined basis and the intercompany balances and transactions between the Obligor Group have been eliminated.

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Balance Sheet Information

(dollars in millions)	March 31, 2020		December 31, 2019
Current assets	$	3,909.6	$	3,601.6
Goodwill	2,205.6		2,206.1
Other assets	821.2		903.1
Total Non-current assets	3,026.8		3,109.2
Current liabilities	3,096.5		2,975.3
Long-term debt	3,388.1		3,229.5
Other liabilities	175.5		188.3
Total Long-term liabilities	3,563.6		3,417.8

Statement of Operations Information

(dollars in millions)	Three Months Ended March 31, 2020		Year Ended December 31, 2019
Net sales	$	3,827.8	$	15,874.1
Gross profit	668.4		2,666.8
Operating income	231.1		1,032.1
Net income	154.8		656.7

Commitments and Contingencies

The information set forth in Note 9 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Critical Accounting Policies and Estimates

We estimate an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions, as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rate or gross domestic product growth. During the first quarter of 2020, we increased our allowance to reflect the forecasted credit deterioration due to the COVID-19 pandemic, which included consideration of the impacts to our business from the last significant economic downturn in 2008-2009.

Our other critical accounting policies have not changed from those reported in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2019.

Recent Accounting Pronouncements

The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

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Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical fact are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results or events and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report.

These forward-looking statements are identified by the use of terms and phrases such as "anticipate," "assume," "believe," "estimate," "expect," "goal," "intend," "plan," "potential," "predict," "project," "target" and similar terms and phrases or future or conditional verbs such as "could," "may," "should," "will," and "would." However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those that we expected.

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019 and from time to time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission ("SEC") filings. These factors include, among others, the COVID-19 pandemic and actions taken in response thereto and the associated impact on our business, results of operations, cash flows, financial condition and liquidity; global and regional economic and political conditions; decreases in spending on technology products and services; CDW's relationships with vendor partners and terms of their agreements; continued innovations in hardware, software and services offerings by CDW's vendor partners; substantial competition that could reduce CDW's market share; potential interruptions of the flow of products from suppliers; CDW's level of indebtedness and ability to generate sufficient cash to service such indebtedness; restrictions imposed by agreements relating to CDW's indebtedness on its operations and liquidity; changes in, or the discontinuation of, CDW's share repurchase program or dividend payments; the continuing development, maintenance and operation of CDW's information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to comply with Public segment contracts or applicable laws and regulations; potential failures to provide high-quality services to CDW's customers; potential losses of any key personnel; potential adverse occurrences at one of CDW's primary facilities or customer data centers; increases in the cost of commercial delivery services or disruptions of those services; CDW's exposure to accounts receivable and inventory risks; future acquisitions or alliances; fluctuations in CDW's operating results; fluctuations in foreign currency; current and future legal proceedings and audits; changes in laws, including regulations or interpretations thereof; and other risk factors or uncertainties identified from time to time in CDW's filings with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in the section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019 and elsewhere in this report as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not reflect all of the factors that could cause actual results or events to differ from our expectations. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof or, with respect to any documents incorporated by reference, available at the time such document was prepared or filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures of Market Risks" in the Company's Annual Report on Form 10-K for the year ended December 31, 2019. As of March 31, 2020, there have been no material changes in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered

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by this report. Based on such evaluation, the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the three months ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 9 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in "Part I, Item 1. Financial Statements" of this report is incorporated herein by reference.

Item 1A. Risk Factors

The disclosure below modifies the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. These risks and uncertainties, along with those previously disclosed, may cause our business prospects, results of operations and cash flows in future periods to differ materially from those currently expected or desired. Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations and cash flows.

Risks Related to Our Business

The outbreak of the novel coronavirus ("COVID-19") pandemic could adversely impact our business, results of operations, cash flows, financial condition and liquidity.

The global spread of COVID-19 has created significant macroeconomic uncertainty, volatility and disruption. Many governments have implemented policies intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resulting in the temporary closure of schools and non-essential businesses, and these measures may remain in place for a significant period of time. We could experience disruptions that prevent us from meeting the demands of our customers, such as product constraints from our vendor partners and wholesale distributors and other disruptions to our supply chain, disruptions in or restrictions on the ability of our coworkers to work effectively, temporary closures of our distribution facilities and disruptions of commercial delivery services. The impact of COVID-19 and measures implemented to slow the spread could also cause delay in, or limit the ability of, our customers to make timely payments to us and could increase our costs. In addition, the pandemic has resulted in a widespread health crisis that is adversely affecting the economies and financial markets of many countries, including the US, the UK and Canada. During the COVID-19 pandemic and even after it has subsided, we may experience adverse impacts to our business as a result of the pandemic’s global economic impact, including any recession, economic downturn, government spending cuts, tightening of credit markets or increased unemployment that has occurred or may occur in the future, which could cause our customers and potential customers to postpone or reduce spending on technology products or services or put downward pressure on prices.

Individually and collectively, the consequences of the COVID-19 pandemic could adversely impact our business, results of operations, cash flows, financial condition and liquidity. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, cash flows, financial condition and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. To the extent the COVID-19 pandemic adversely affects our business, results of operations, cash flows, financial condition and liquidity, it may also have the effect of heightening many of the other risks described in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, such as those relating to spending on technology products and services by our public sector customers, our level of indebtedness, our need to generate sufficient cash to service our indebtedness, restrictive covenants contained in the agreements that govern our indebtedness limiting our ability to incur additional debt, pay dividends or repurchase capital stock, fluctuations in our operating results and volatility of our common stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

On February 7, 2019, we announced that our Board of Directors authorized a $1 billion increase to our share repurchase program under which we may repurchase shares of our common stock in the open market through privately negotiated or other transactions, depending on share price, market conditions and other factors.

33

Information relating to the Company's purchases of its common stock during the three months ended March 31, 2020 is as follows:

Period	Total Number of Shares Purchased (in millions)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (in millions)	Maximum Dollar Value of Shares that May Yet be Purchased Under the Program(1)  (in millions)
January 1 through January 31, 2020	0.3	$	139.28	0.3	$	631.1
February 1 through February 29, 2020	0.3	$	131.96	0.3	$	588.3
March 1 through March 31, 2020	0.5	$	105.78	0.5	$	538.0
Total	1.1			1.1

(1) The amounts presented in this column are the remaining total authorized value to be spent after each month's repurchases. As of March 31, 2020, the Company has elected to suspend share repurchases as a precautionary measure in light of the COVID-19 pandemic.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

34

Item 6. Exhibits

Exhibit	Description
3.1┼	Amended and Restated By-Laws of CDW Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 8-K filed on December 23, 2019 and incorporated herein by reference.
10.1**	Form of Non-Executive Chair Retainer Restricted Stock Unit Award Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan.
10.2**	Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan.
10.3	Supplemental Indenture, dated as of April 21, 2020, by and among the Co-Issuers, the Company, the Guarantors and the Trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference.
10.4	Form of 4.125% Senior Note (included as Exhibit A to Exhibit 10.3).
22.1*	List of Issuer and Guarantor Subsidiaries.
31.1*	Certification of Chief Executive Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350.
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350.
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document).

________________

* Filed herewith

** These items are furnished and not filed.

┼    Included to correct the hyperlink to the previously filed exhibit.

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CDW CORPORATION
Date:	May 6, 2020	By:	/s/ Collin B. Kebo
			Collin B. Kebo
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

36

EX-10.1

Exhibit 10.1

CDW CORPORATION

AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLANNON-EXECUTIVE CHAIR RETAINER—RESTRICTED STOCK UNIT AWARD AGREEMENT

CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Holder’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect).

2.Rights as a Stockholder. The Holder shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until, and only to the extent, such shares become vested pursuant to Section 3 hereof and the Holder becomes a stockholder of record with respect to such shares. As of each date on which the Company pays a cash dividend to record owners of shares of Stock (a “Dividend Date”), the number of shares subject to the Award shall increase by (i) the product of the total number of shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided by (ii) the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same vesting conditions and payment terms set forth herein as the shares to which they relate.

3.Restriction Period and Vesting.

3.1.Service-Based Vesting Condition. Except as otherwise provided in this Section 3, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Holder continuously serves as Non-Executive Chair through such date. The period of time prior to such vesting shall be referred to herein as the “Restriction Period.”

3.2.Termination of Service.

(a)Death or Disability. If the Holder’s service as Non-Executive Chair terminates prior to the end of the Restriction Period by reason of the Holder’s death or Disability, then in either case, the Award shall be 100% vested upon such termination of service. For purposes of this Award, “Disability” shall mean the Holder’s absence from the Holder’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder’s incapacity due to physical or mental illness.

(b)Termination of Service for Reasons Other Than Misconduct. If the Holder’s service as Non-Executive Chair terminates prior to the end of the Restriction Period for a reason other than death, Disability or misconduct, as determined by the Board, a prorated portion of the Award shall become vested as of the date on which such service ceases, determined by multiplying the number of Shares subject to the Award by a fraction, the numerator of which shall be the number of days from the Grant Date until the date on which the Holder’s service as Non-Executive Chair ceases and the denominator of which shall be 365.

(c)Termination of Service Due to Misconduct. If the Holder’s service as Non-Executive Chair terminates prior to the end of the Restriction Period due to misconduct, as determined by the Board, then the Award shall be immediately forfeited by the Holder and cancelled by the Company.

3.3.Change in Control. Upon a Change in Control, the Restriction Period shall lapse and the Award shall become fully vested.

4.Issuance or Delivery of Shares.  Subject to the terms of this Agreement and any deferral election made by the Holder pursuant to Section 5, within 30 days after the earliest to occur of (i) the fifth (5th) anniversary of the Vesting Date, as defined in the Award Notice, (ii) the date of the Holder’s separation from service on the Board or (iii) a change in control event, as defined in Section 409A of the Code, the Company shall issue or deliver, subject to the conditions of this Agreement, the vested shares of Stock to the Holder. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery.  Prior to the issuance to the Holder of the shares of Stock subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such shares of Stock, and will have the status of a general unsecured creditor of the Company.

5.Deferral of Shares.

5.1.Extension of Distribution Date. The Holder may elect to extend the date on which the shares of Stock are distributed to the Holder; provided that (i) such election must be submitted to the Company in writing, in accordance with procedures prescribed by the Company, not less than 12 months before the date the shares are scheduled to be distributed, (ii) such election shall not take effect until 12 months after the date on which the election is made and (iii) the distribution date is extended until the earliest to occur of (A) the fifth (5^th) anniversary of the previously scheduled distribution date, (B) the date of the Holder’s separation from service or (C) a change in control event, as defined in Section 409A of the Code.

5.2.Dividend Equivalents. Until the distribution of shares of Stock deferred pursuant to this Section 5, such shares shall continue to be credited with dividend equivalents, which shall be reinvested as additional deferred shares, in accordance with Section 2 hereof.

5.3.Section 409A. The provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. If the Company determines that any amounts payable hereunder may be taxable to the Holder under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that neither the Company nor any of its Affiliates nor any other person or entity shall have any liability to the Holder with respect to the tax imposed by Section 409A of the Code.

6.Transfer Restrictions and Investment Representation.

6.1.Nontransferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution.  Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

6.2.Investment Representation. The Holder hereby covenants that (a) any sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws and (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

7.Additional Terms and Conditions of Award.

7.1.Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

7.2.Award Confers No Rights to Continued Service. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement, give or be deemed to give the Holder any right to continued service as Non-Executive Chair or as a Non-Employee Director.

7.3.Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

7.4.Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.

7.5.Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to CDW Corporation, Attn: General Counsel, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) bymailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.6.Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7.7.Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.

7.8.Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

7.9.Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.10.Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Holder’s rights under this Agreement shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

ACTIVE 255126769

1

EX-10.2

Exhibit 10.2

CDW CORPORATION

AMENDED AND RESTATED 2013 LONG-TERM INCENTIVE PLANNON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

CDW Corporation, a Delaware corporation (the “Company”), hereby grants to the individual (the “Holder”) named in the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Grant Date”), pursuant to the provisions of the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Common Stock, par value $0.01per share (“Stock”), set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder accepts this Agreement by executing the Award Notice in the space provided therefor and returning an original execution copy of the Award Notice to the Company (or electronically accepting this Agreement within the Holder’s stock plan account with the Company’s stock plan administrator according to the procedures then in effect).

2.Rights as a Stockholder. The Holder shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until, and only to the extent, such shares become vested pursuant to Section 3 hereof and the Holder becomes a stockholder of record with respect to such shares. As of each date on which the Company pays a cash dividend to record owners of shares of Stock (a “Dividend Date”), the number of shares subject to the Award shall increase by (i) the product of the total number of shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided by (ii) the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same vesting conditions and payment terms set forth herein as the shares to which they relate.

3.Restriction Period and Vesting.

3.1.Service-Based Vesting Condition. Except as otherwise provided in this Section 3, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Holder continuously serves as a Non-Employee Director through such date. The period of time prior to such vesting shall be referred to herein as the “Restriction Period.”

3.2.Termination of Service.

(a)Death or Disability. If the Holder’s service as a Non-Employee Director terminates prior to the end of the Restriction Period by reason of the Holder’s death or Disability, then in either case, the Award shall be 100% vested upon such termination of service. For purposes of this Award, “Disability” shall mean the Holder’s absence from the Holder’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder’s incapacity due to physical or mental illness.

(b)Failure to Stand for Re-election. If the Holder’s service as a Non-Employee Director terminates prior to the end of the Restriction Period by reason of the Holder’s failure to be nominated or otherwise stand for re-election to the Board at an annual meeting of the Company that occurs during the Restriction Period, then a prorated portion of the Award shall become vested as of the date of the annual meeting on which the Holder’s service on the Board ceases, determined by multiplying the number of Shares subject to the Award by a fraction, the numerator of which shall be the number of days from the Grant Date until the date on which the Holder’s service on the Board ceases and the denominator of which shall be 365.

(c)Termination of Service other than due to Death or Disability or Failure to Stand for Re-Election. If the Holder’s service as a Non-Employee Director terminates prior to the end of the Restriction Period or prior to the occurrence of a Change in Control for any reason other than due to death, Disability or failure to be nominated or otherwise stand for re-election to the Board, then the Award shall be immediately forfeited by the Holder and cancelled by the Company unless otherwise determined by the Board in connection with such termination.

3.3.Change in Control. Upon a Change in Control, the Restriction Period shall lapse and the Award shall become fully vested.

4.Issuance or Delivery of Shares.  Subject to the terms of this Agreement and any deferral election made by the Holder pursuant to Section 5, as soon as practicable after the vesting of the Award (but not later than March 15^th of the year following the year of grant), the Company shall issue or deliver, subject to the conditions of this Agreement, the vested shares of Stock to the Holder. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery.  Prior to the issuance to the Holder of the shares of Stock subject to the Award, the Holder shall have no direct or secured claim in any specific assets of the Company or in such shares of Stock, and will have the status of a general unsecured creditor of the Company.

5.Deferral of Shares.

5.1.Initial Deferral Election. Prior to the Grant Date, the Holder may elect to defer the receipt of 100% of the shares of Stock that become vested pursuant to Section 3 until the earlier to occur of (i) the fifth (5^th) anniversary of the vesting date and (ii) the date of the Holder’s separation from service.

5.2.Extension of Distribution Date. The Holder may elect to extend the date on which the shares of Stock are distributed to the Holder; provided that (i) such election must be submitted to the Company in writing, in accordance with procedures prescribed by the Company, not less than 12 months before the date the shares are scheduled to be distributed, (ii) such election shall not take effect until 12 months after the date on which the election is made and (iii) the distribution date is extended until the earlier to occur of (A) the fifth (5^th) anniversary of the previously scheduled distribution date and (B) the date of the Holder’s separation from service.

5.3.Dividend Equivalents. Until the distribution of shares of Stock deferred pursuant to this Section 5, such shares shall continue to be credited with dividend equivalents, which shall be reinvested as additional deferred shares, in accordance with Section 2 hereof.

5.4.Section 409A. The provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. If the Company determines that any amounts payable hereunder may be taxable to the Holder under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that neither the Company nor any of its Affiliates nor any other person or entity shall have any liability to the Holder with respect to the tax imposed by Section 409A of the Code.

6.Transfer Restrictions and Investment Representation.

6.1.Nontransferability of Award. The Award may not be transferred by the Holder other than by will or the laws of descent and distribution.  Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.

6.2.Investment Representation. The Holder hereby covenants that (a) any sale of any share of Stock acquired upon the vesting of the Award shall be made either pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws and (b) the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable.

7.Additional Terms and Conditions of Award.

7.1.Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Award shall not be delivered, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.

7.2.Award Confers No Rights to Continued Service. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement, give or be deemed to give the Holder any right to continued service as a Non-Employee Director.

7.3.Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

7.4.Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any rights hereunder in accordance with this Agreement or the Plan.

7.5.Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to CDW Corporation, Attn: General Counsel, 200 N. Milwaukee Avenue, Vernon Hills, Illinois 60061, and if to the Holder, to the last known mailing address of the Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement shall be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) bymailing in the United States mails or (d) by express courier service. The notice, request or other communication shall be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it shall be deemed to be received on the next succeeding business day of the Company.

7.6.Governing Law. This Agreement, the Award and all determinations made and actions taken pursuant hereto and thereto, to the extent not governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7.7.Agreement Subject to the Plan. This Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. In the event that the provisions of this Agreement and the Plan conflict, the Plan shall control. The Holder hereby acknowledges receipt of a copy of the Plan.

7.8.Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder.

7.9.Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

7.10.Amendment and Waiver. The Company may amend the provisions of this Agreement at any time; provided that an amendment that would adversely affect the Holder’s rights under this Agreement shall be subject to the written consent of the Holder. No course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

EX-22.1

Exhibit 22.1

LIST OF ISSUER AND GUARANTOR SUBSIDIARIES

The following subsidiaries of CDW Corporation serve as an issuer or guarantor, as applicable, for each outstanding series of senior notes:

Subsidiary	Jurisdiction of Organization	Type of Obligor
CDW LLC	Illinois	Issuer
CDW Finance Corporation	Delaware	Issuer
CDW Technologies LLC	Wisconsin	Guarantor
CDW Direct, LLC	Illinois	Guarantor
CDW Government LLC	Illinois	Guarantor
CDW Logistics LLC	Illinois	Guarantor

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Christine A. Leahy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

CDW Corporation

May 6, 2020

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) or 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Collin B. Kebo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of the registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Collin B. Kebo

Collin B. Kebo

Senior Vice President and Chief Financial Officer

CDW Corporation

May 6, 2020

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63

OF TITLE 18 OF THE UNITED STATES CODE

I, Christine A. Leahy, the chief executive officer of CDW Corporation ("CDW"), certify that (i) the Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the "10-Q") of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the 10-Q fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

CDW Corporation

May 6, 2020

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63

OF TITLE 18 OF THE UNITED STATES CODE

I, Collin B. Kebo, the chief financial officer of CDW Corporation ("CDW"), certify that (i) the Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the "10-Q") of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the 10-Q fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Collin B. Kebo

Collin B. Kebo

Senior Vice President and Chief Financial Officer

CDW Corporation

May 6, 2020

XML

Segment Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company has three reportable segments: Corporate, which is comprised primarily of US private sector business customers with more than 250 employees, Small Business, which primarily serves US private sector business customers with up to 250 employees, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has two other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other"). Headquarters function costs that are not allocated to the segments are included under the heading of "Headquarters" in the tables below.

Information about the Company's segments is as follows:

	Corporate			Small Business			Public			Other			Headquarters			Total
Three Months Ended March 31, 2020
Net sales	$	1,911.0		$	391.5		$	1,525.3		$	561.4		$	—		$	4,389.2
Operating income (loss)	127.4			27.3			112.4			14.7			(36.0		)	245.8
Depreciation and amortization expense	(22.3		)	(5.8		)	(37.7		)	(8.0		)	(17.6		)	(91.4		)
Three Months Ended March 31, 2019
Net sales	$	1,736.2		$	355.6		$	1,330.7		$	535.4		$	—		$	3,957.9
Operating income (loss)	134.7			24.4			76.1			25.6			(31.9		)	228.9
Depreciation and amortization expense	(21.5		)	(5.6		)	(12.7		)	(7.4		)	(17.1		)	(64.3		)

Geographic Areas and Revenue Mix

	Three Months Ended March 31, 2020
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,907.8	$	391.5	$	1,525.3	$	6.2	$	3,830.8
Rest of World	3.2		—		—		555.2		558.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Major Product and Services
Hardware	1,513.9		324.4		1,210.8		407.4		3,456.5
Software	276.0		53.5		239.7		97.1		666.3
Services	100.1		8.2		67.8		54.5		230.6
Other(2)	21.0		5.4		7.0		2.4		35.8
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Sales by Channel
Corporate	1,911.0		—		—		—		1,911.0
Small Business	—		391.5		—		—		391.5
Government	—		—		568.5		—		568.5
Education	—		—		476.2		—		476.2
Healthcare	—		—		480.6		—		480.6
Other	—		—		—		561.4		561.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,741.0		366.7		1,404.6		499.0		4,011.3
Transferred at a point in time where CDW is agent	107.6		22.0		52.3		13.2		195.1
Transferred over time where CDW is principal	62.4		2.8		68.4		49.2		182.8
Total Net sales	$	1,911.0	$	391.5	$	1,525.3	$	561.4	$	4,389.2

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

(2) Includes items such as delivery charges to customers.

	Three Months Ended March 31, 2019
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,732.9	$	355.6	$	1,330.7	$	8.4	$	3,427.6
Rest of World	3.3		—		—		527.0		530.3
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Major Product and Services
Hardware	1,384.7		295.1		1,063.3		403.2		3,146.3
Software	246.5		48.1		221.1		77.3		593.0
Services	88.0		7.0		42.1		51.9		189.0
Other(2)	17.0		5.4		4.2		3.0		29.6
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Sales by Channel
Corporate	1,736.2		—		—		—		1,736.2
Small Business	—		355.6		—		—		355.6
Government	—		—		488.4		—		488.4
Education	—		—		400.4		—		400.4
Healthcare	—		—		441.9		—		441.9
Other	—		—		—		535.4		535.4
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,581.8		335.2		1,243.3		474.9		3,635.2
Transferred at a point in time where CDW is agent	104.0		19.8		46.2		13.0		183.0
Transferred over time where CDW is principal	50.4		0.6		41.2		47.5		139.7
Total Net sales	$	1,736.2	$	355.6	$	1,330.7	$	535.4	$	3,957.9

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

(2) Includes items such as delivery charges to customers.

The following table presents Net sales by major category for the three months ended March 31, 2020 and 2019. Categories are based upon internal classifications.

	Three Months Ended March 31,
	2020				2019
	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Notebooks/Mobile Devices	$	1,111.0	25.3	%	$	916.1	23.1	%
Netcomm Products	456.4		10.4		511.4		12.9
Desktops	384.3		8.8		297.0		7.5
Video	314.6		7.2		271.3		6.9
Enterprise and Data Storage (Including Drives)	240.5		5.5		293.3		7.4
Other Hardware	949.7		21.5		857.2		21.7
Total Hardware	3,456.5		78.7		3,146.3		79.5
Software(1)	666.3		15.2		593.0		15.0
Services(1)	230.6		5.3		189.0		4.8
Other(2)	35.8		0.8		29.6		0.7
Total Net sales	$	4,389.2	100.0	%	$	3,957.9	100.0	%

(1) Certain software and services revenues are recorded on a net basis for accounting purposes. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.

(2)

Includes items such as delivery charges to customers.

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Cover Page - shares	3 Months Ended
	Mar. 31, 2020	May 01, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-35985
Entity Central Index Key	0001402057
Current Fiscal Year End Date	--12-31
Entity Registrant Name	CDW CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-0273989
Entity Address, Address Line One	75 Tri-State International
Entity Address, City or Town	Lincolnshire
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60069
City Area Code	847
Local Phone Number	465-6000
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CDW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		142,318,092
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Consolidated Statements Of Comprehensive Income (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 167.9	$ 152.9
Other comprehensive (loss) income:
Unrealized loss from hedge accounting, net of tax	(0.2)	(8.3)
Reclassification of hedge accounting gain to net income, net of tax	1.1	1.5
Foreign currency translation, net of tax	(42.4)	9.9
Other comprehensive (loss) income	(41.5)	3.1
Comprehensive income	$ 126.4	$ 156.0

XML

Long-Term Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

		As of March 31, 2020					As of December 31, 2019
	Maturity	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	2.62	%	212.5			5.00	%	51.0
Total credit facilities				212.5					51.0
Term Loans
CDW UK term loan(1)	August 2021	2.07	%	57.1			2.19	%	61.0
Senior secured term loan facility	October 2026	2.74	%	1,434.5			3.55	%	1,438.3
Total term loans				1,491.6					1,499.3
Unsecured Senior Notes
Senior notes due 2024 ("2024 Senior Notes")	December 2024	5.50	%	575.0			5.50	%	575.0
Senior notes due 2025 ("2025 Senior Notes")	September 2025	5.00	%	600.0			5.00	%	600.0
Senior notes due 2028 ("2028 Senior Notes")	April 2028	4.25	%	600.0			4.25	%	600.0
Total unsecured senior notes				1,775.0					1,775.0
Other long-term obligations				12.8					12.6
Unamortized deferred financing fees				(19.7		)			(20.6		)
Current maturities of long-term debt				(33.7		)			(34.1		)
Total long-term debt				$	3,438.5				$	3,283.2

(1) British pound-denominated debt facilities.

As of March 31, 2020, 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 March 31, 2020, the Company could have borrowed up to an additional £50 million ($62 million) 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. As of March 31, 2020, the Revolving Loan had less than $1 million of undrawn letters of credit, $301 million reserved for the floorplan sub-facility and a borrowing base of $1.9 billion, which is based on the

amount of eligible inventory and accounts receivable balances as of February 29, 2020. As of March 31, 2020, the Company could have borrowed up to an additional $0.9 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 3 (Inventory Financing Agreements)), deposits and accounts receivable, and by a second priority interest in substantially all other US assets.

Term Loans

The CDW UK term loan has a variable interest rate. The Company is required to make annual principal installments of £5 million ($6 million), 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 March 31, 2020, the amount of restricted payment capacity under the CDW UK term loan was £204 million ($253 million).

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 5 (Financial Instruments)). The interest rate disclosed in the table above represents the variable interest rates in effect for March 31, 2020 and December 31, 2019, 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 March 31, 2020, the amount of CDW's restricted payment capacity under the Term Loan was $1.9 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 3 (Inventory Financing Agreements), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.

Unsecured Senior Notes

The senior notes have fixed interest rates, for which interest is paid semi-annually.

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 fees, are as follows:

	March 31, 2020		December 31, 2019
Fair value	$	3,429.4	$	3,447.5
Carrying value	3,491.9		3,337.9

XML

Description of Business and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW Corporation ("Parent"), a Fortune 500 company and member of the S&P 500 Index, is a market-leading provider of integrated information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

Throughout this report, the terms the "Company" and "CDW" refer to Parent and its 100% owned subsidiaries.

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

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 (the "Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the US Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "December 31, 2019 Consolidated Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2019 Consolidated Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates.

The notes to the Consolidated Financial Statements contained in the December 31, 2019 Consolidated Financial Statements include a discussion of the Company's significant accounting policies and estimates. Except as noted within Note 2 (Recent Accounting Pronouncements) for the adoption of Accounting Standards Update ("ASU") 2016-13, Financial Instruments

- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("Topic 326"), there have been no changes to the Company's significant accounting policies and estimates during the three months ended March 31, 2020.

Accounts Receivable

The Company estimates an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rate or gross domestic product growth.

Cash, Cash Equivalents and Restricted Cash

Restricted cash represents funds that are restricted to satisfy designated current liabilities. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows.

	March 31, 2020		December 31, 2019		March 31, 2019		December 31, 2018
Cash and cash equivalents	$	214.4	$	154.0	$	285.0	$	205.8
Restricted cash:
Prepaid expenses and other	—		—		5.7		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	214.4	$	154.0	$	290.7	$	205.8

Advertising

Advertising costs are generally charged to expense in the period incurred. During the three months ended March 31, 2020 and 2019, the Company had advertising costs of $45 million and $39 million, respectively, recorded in Selling and administrative expenses in the Consolidated Statements of Operations.

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2020

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU temporarily provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform. The ASU was effective upon its issuance and will remain in effect for all contract modifications and hedging relationships entered into through December 31, 2022. The Company elected the expedient for cash flow hedges to assert the probability of the hedged forecasted transaction under Topic 815: Derivatives and Hedging, regardless of any expected modification in terms related to reference rate reform. This election did not have an impact to the Company’s Consolidated Financial Statements. As the Company begins modifying contracts impacted by reference rate reform, the other optional expedients will be evaluated for impact on the Consolidated Financial Statements.

Measurement of Credit Losses on Financial Instruments

On January 1, 2020, the Company adopted and applied ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) using the modified retrospective approach. Topic 326 introduced a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, which is reflected in the Company’s policies. The adoption of Topic 326, as well as the adjustment to retained earnings for the cumulative effect, was not significant to the Company's Consolidated Financial Statements.

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Long-Term Debt - Narrative (Details) - 3 months ended Mar. 31, 2020 $ in Millions	GBP (£)	USD ($)	USD ($)
CDW UK revolving credit facility
Debt Instrument [Line Items]
Borrowing capacity of the Revolving Loan	£ 50,000,000		$ 62
Senior secured asset-based revolving credit facility
Debt Instrument [Line Items]
Undrawn letters of credit			1
Borrowing base			1,900
Additional borrowing capacity			900
CDW UK term loan
Debt Instrument [Line Items]
Annual principal repayment installments	5,000,000	$ 6
Amount of restricted payment capacity under the loan	£ 204,000,000		253
Senior secured term loan facility
Debt Instrument [Line Items]
Amount of restricted payment capacity under the loan			1,900
Periodic payment, principal		$ 4
Accounts Payable, Inventory Financing | Senior secured asset-based revolving credit facility
Debt Instrument [Line Items]
Amount owed under Revolving loan financing agreement			$ 301

XML

Segment Information - Narrative (Details)	3 Months Ended
	Mar. 31, 2020 employee segment
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
Number of operating segments which do not meet reportable unit quantitative threshold | segment	2
Minimum | Corporate
Segment Reporting Information [Line Items]
Customer segments, customer employee headcount | employee	250
Maximum | Small Business
Segment Reporting Information [Line Items]
Customer segments, customer employee headcount | employee	250

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Information about the Company's segments is as follows:

	Corporate			Small Business			Public			Other			Headquarters			Total
Three Months Ended March 31, 2020
Net sales	$	1,911.0		$	391.5		$	1,525.3		$	561.4		$	—		$	4,389.2
Operating income (loss)	127.4			27.3			112.4			14.7			(36.0		)	245.8
Depreciation and amortization expense	(22.3		)	(5.8		)	(37.7		)	(8.0		)	(17.6		)	(91.4		)
Three Months Ended March 31, 2019
Net sales	$	1,736.2		$	355.6		$	1,330.7		$	535.4		$	—		$	3,957.9
Operating income (loss)	134.7			24.4			76.1			25.6			(31.9		)	228.9
Depreciation and amortization expense	(21.5		)	(5.6		)	(12.7		)	(7.4		)	(17.1		)	(64.3		)

Disaggregation of Revenue

Geographic Areas and Revenue Mix

	Three Months Ended March 31, 2020
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,907.8	$	391.5	$	1,525.3	$	6.2	$	3,830.8
Rest of World	3.2		—		—		555.2		558.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Major Product and Services
Hardware	1,513.9		324.4		1,210.8		407.4		3,456.5
Software	276.0		53.5		239.7		97.1		666.3
Services	100.1		8.2		67.8		54.5		230.6
Other(2)	21.0		5.4		7.0		2.4		35.8
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Sales by Channel
Corporate	1,911.0		—		—		—		1,911.0
Small Business	—		391.5		—		—		391.5
Government	—		—		568.5		—		568.5
Education	—		—		476.2		—		476.2
Healthcare	—		—		480.6		—		480.6
Other	—		—		—		561.4		561.4
Total Net sales	1,911.0		391.5		1,525.3		561.4		4,389.2
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,741.0		366.7		1,404.6		499.0		4,011.3
Transferred at a point in time where CDW is agent	107.6		22.0		52.3		13.2		195.1
Transferred over time where CDW is principal	62.4		2.8		68.4		49.2		182.8
Total Net sales	$	1,911.0	$	391.5	$	1,525.3	$	561.4	$	4,389.2

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

(2) Includes items such as delivery charges to customers.

	Three Months Ended March 31, 2019
	Corporate		Small Business		Public		Other		Total
Geography(1)
United States	$	1,732.9	$	355.6	$	1,330.7	$	8.4	$	3,427.6
Rest of World	3.3		—		—		527.0		530.3
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Major Product and Services
Hardware	1,384.7		295.1		1,063.3		403.2		3,146.3
Software	246.5		48.1		221.1		77.3		593.0
Services	88.0		7.0		42.1		51.9		189.0
Other(2)	17.0		5.4		4.2		3.0		29.6
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Sales by Channel
Corporate	1,736.2		—		—		—		1,736.2
Small Business	—		355.6		—		—		355.6
Government	—		—		488.4		—		488.4
Education	—		—		400.4		—		400.4
Healthcare	—		—		441.9		—		441.9
Other	—		—		—		535.4		535.4
Total Net sales	1,736.2		355.6		1,330.7		535.4		3,957.9
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,581.8		335.2		1,243.3		474.9		3,635.2
Transferred at a point in time where CDW is agent	104.0		19.8		46.2		13.0		183.0
Transferred over time where CDW is principal	50.4		0.6		41.2		47.5		139.7
Total Net sales	$	1,736.2	$	355.6	$	1,330.7	$	535.4	$	3,957.9

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

(2) Includes items such as delivery charges to customers.

The following table presents Net sales by major category for the three months ended March 31, 2020 and 2019. Categories are based upon internal classifications.

	Three Months Ended March 31,
	2020				2019
	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Notebooks/Mobile Devices	$	1,111.0	25.3	%	$	916.1	23.1	%
Netcomm Products	456.4		10.4		511.4		12.9
Desktops	384.3		8.8		297.0		7.5
Video	314.6		7.2		271.3		6.9
Enterprise and Data Storage (Including Drives)	240.5		5.5		293.3		7.4
Other Hardware	949.7		21.5		857.2		21.7
Total Hardware	3,456.5		78.7		3,146.3		79.5
Software(1)	666.3		15.2		593.0		15.0
Services(1)	230.6		5.3		189.0		4.8
Other(2)	35.8		0.8		29.6		0.7
Total Net sales	$	4,389.2	100.0	%	$	3,957.9	100.0	%

(1) Certain software and services revenues are recorded on a net basis for accounting purposes. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.

(2) Includes items such as delivery charges to customers.

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Inventory Financing Agreements (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Financing Agreements [Abstract]

Inventory Financing Agreements

Amounts included in Accounts payable-inventory financing are as follows:

	March 31, 2020		December 31, 2019
Revolving Loan inventory financing agreement(1)	$	303.8	$	379.1
Other inventory financing agreements	41.7		50.8
Accounts payable-inventory financing	$	345.5	$	429.9

(1)

The senior secured asset-based revolving credit facility includes an inventory floorplan sub-facility that enables the Company to maintain an inventory financing agreement with a financial intermediary to facilitate the purchase of inventory from certain vendors on more favorable terms than offered directly by the vendors.

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Description of Business and Summary of Significant Accounting Policies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) subsidiary	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Accounting Policies [Abstract]
Number of owned subsidiaries | subsidiary	2
Cash and cash equivalents	$ 214.4	$ 285.0	$ 154.0	$ 205.8
Restricted cash	0.0	5.7	0.0	0.0
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	214.4	290.7	$ 154.0	$ 205.8
Advertising costs	$ 45.0	$ 39.0

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Contract Liabilities and Performance Obligations (Tables)

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The following table represents the total transaction price for the remaining performance obligations as of March 31, 2020 related to noncancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.

	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	42.7	$	20.6	$	8.6	$	0.5

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted into law. The primary impact to the Company’s financial statements as a result of the CARES Act will be the deferral of US corporate income tax payments from the second quarter of 2020 to July 2020 as well as the deferral of employer related payroll tax payments from the second, third and fourth quarters of 2020 with 50% to be paid in the fourth quarter of 2021 and the remaining 50% to be paid in the fourth quarter of 2022.

Income tax expense was $44 million and $39 million for the three months ended March 31, 2020 and 2019, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 20.7% for the three months ended March 31, 2020 and differed from the US federal statutory rate of 21.0% primarily due to excess tax benefits on equity-based compensation, partially offset by state and local income taxes. The effective tax rate for the three months ended March 31, 2019 was 20.2% and differed from the US federal statutory rate of 21.0%

primarily due to excess tax benefits on equity-based compensation and a discrete tax benefit related to CDW Canada’s acquisition of Scalar Decisions Inc., partially offset by state and local income taxes.

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Inventory Financing Agreements

3 Months Ended

Mar. 31, 2020

Inventory Financing Agreements [Abstract]

Inventory Financing Agreements

Inventory Financing Agreements

The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due.

Amounts included in Accounts payable-inventory financing are as follows:

	March 31, 2020		December 31, 2019
Revolving Loan inventory financing agreement(1)	$	303.8	$	379.1
Other inventory financing agreements	41.7		50.8
Accounts payable-inventory financing	$	345.5	$	429.9

(1)

The senior secured asset-based revolving credit facility includes an inventory floorplan sub-facility that enables the Company to maintain an inventory financing agreement with a financial intermediary to facilitate the purchase of inventory from certain vendors on more favorable terms than offered directly by the vendors.

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income	$ 167.9	$ 152.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	91.4	64.3
Equity-based compensation expense	8.8	12.7
Deferred income taxes	2.6	(13.7)
Provision for credit losses	29.2	0.5
Other	1.4	2.3
Changes in assets and liabilities:
Accounts receivable	(209.0)	11.9
Merchandise inventory	(66.4)	(134.2)
Other assets	(63.7)	(31.9)
Accounts payable-trade	157.4	116.0
Other liabilities	103.4	71.6
Net cash provided by operating activities	223.0	252.4
Cash flows used in investing activities:
Capital expenditures	(25.4)	(19.4)
Acquisition of business, net of cash acquired	0.0	(68.7)
Net cash used in investing activities	(25.4)	(88.1)
Cash flows used in financing activities:
Proceeds from borrowings under revolving credit facility	781.0	88.5
Repayments of borrowings under revolving credit facility	(619.5)	(12.5)
Net change in accounts payable-inventory financing	(81.4)	70.2
Repurchases of common stock	(140.8)	(177.1)
Payment of incentive compensation plan withholding taxes	(21.9)	(11.6)
Dividend payments	(54.2)	(43.4)
Other	6.8	5.7
Net cash used in financing activities	(130.0)	(80.2)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7.2)	0.8
Net increase in cash, cash equivalents and restricted cash	60.4	84.9
Cash, cash equivalents and restricted cash—beginning of period	154.0	205.8
Cash, cash equivalents and restricted cash—end of period	214.4	290.7
Supplementary disclosure of cash flow information:
Interest paid	(28.6)	(44.1)
Taxes paid, net	$ (9.9)	$ (11.4)

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On April 21, 2020, CDW completed the issuance of $600 million aggregate principal amount of 4.125% Senior Notes due 2025 at par.

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Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net sales	$ 4,389.2	$ 3,957.9
Cost of sales	3,632.7	3,285.8
Gross profit	756.5	672.1
Selling and administrative expenses	510.7	443.2
Operating income	245.8	228.9
Interest expense, net	(37.9)	(38.3)
Other income, net	3.9	1.0
Income before income taxes	211.8	191.6
Income tax expense	(43.9)	(38.7)
Net income	$ 167.9	$ 152.9
Net income per common share:
Basic (in dollars per share)	$ 1.18	$ 1.04
Diluted (in dollars per share)	$ 1.16	$ 1.02
Weighted-average common shares outstanding:
Basic (in shares)	142.7	147.0
Diluted (in shares)	144.9	149.2

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Long-Term Debt - Debt Balances and Interest Rates (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Long-term debt	$ 3,491.9	$ 3,337.9
Unamortized deferred financing fees	(19.7)	(20.6)
Current maturities of long-term debt	(33.7)	(34.1)
Total long-term debt	3,438.5	3,283.2
Total credit facilities
Debt Instrument [Line Items]
Long-term debt	$ 212.5	$ 51.0
CDW UK revolving credit facility
Debt Instrument [Line Items]
Interest rate in effect	0.00%	0.00%
Long-term debt	$ 0.0	$ 0.0
Senior secured asset-based revolving credit facility
Debt Instrument [Line Items]
Interest rate in effect	2.62%	5.00%
Long-term debt	$ 212.5	$ 51.0
Total term loans
Debt Instrument [Line Items]
Long-term debt	$ 1,491.6	$ 1,499.3
CDW UK term loan
Debt Instrument [Line Items]
Interest rate in effect	2.07%	2.19%
Long-term debt	$ 57.1	$ 61.0
Senior secured term loan facility
Debt Instrument [Line Items]
Interest rate in effect	2.74%	3.55%
Long-term debt	$ 1,434.5	$ 1,438.3
Total unsecured senior notes
Debt Instrument [Line Items]
Long-term debt	$ 1,775.0	$ 1,775.0
Senior notes due 2024
Debt Instrument [Line Items]
Interest rate in effect	5.50%	5.50%
Long-term debt	$ 575.0	$ 575.0
Senior notes due 2025
Debt Instrument [Line Items]
Interest rate in effect	5.00%	5.00%
Long-term debt	$ 600.0	$ 600.0
Senior Notes due 2028
Debt Instrument [Line Items]
Interest rate in effect	4.25%	4.25%
Long-term debt	$ 600.0	$ 600.0
Other long-term obligations
Debt Instrument [Line Items]
Long-term debt	$ 12.8	$ 12.6

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Earnings per Share (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Share [Abstract]
Basic weighted-average shares outstanding (in shares)	142.7	147.0
Effect of dilutive securities (in shares)	2.2	2.2
Diluted weighted-average shares outstanding (in shares)	144.9	149.2
Anti-dilutive shares (fewer than) (in shares)	0.1	0.1

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Subsequent Events (Details) - USD ($) $ in Millions	Apr. 21, 2020	Mar. 31, 2020	Dec. 31, 2019
Subsequent Event [Line Items]
Long-term debt		$ 3,491.9	$ 3,337.9
Senior Notes 4.125% Due 2025 | Subsequent Event
Subsequent Event [Line Items]
Long-term debt	$ 600.0
Interest rate in effect	4.125%

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Contract Liabilities and Performance Obligations - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 258		$ 252
Revenue recognized from contract with customer	$ (123)	$ 74

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:

	Three Months Ended March 31,
	2020	2019
Basic weighted-average shares outstanding	142.7	147.0
Effect of dilutive securities(1)	2.2	2.2
Diluted weighted-average shares outstanding(2)	144.9	149.2

(1) The dilutive effect of outstanding stock options, restricted stock units, restricted stock, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.

(2)

There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares outstanding for both the three months ended March 31, 2020 and 2019 as their inclusion would have had an anti-dilutive effect.

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Description of Business and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows.

	March 31, 2020		December 31, 2019		March 31, 2019		December 31, 2018
Cash and cash equivalents	$	214.4	$	154.0	$	285.0	$	205.8
Restricted cash:
Prepaid expenses and other	—		—		5.7		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	214.4	$	154.0	$	290.7	$	205.8

Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts in the Consolidated Statements of Cash Flows.

	March 31, 2020		December 31, 2019		March 31, 2019		December 31, 2018
Cash and cash equivalents	$	214.4	$	154.0	$	285.0	$	205.8
Restricted cash:
Prepaid expenses and other	—		—		5.7		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	214.4	$	154.0	$	290.7	$	205.8

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Contract Liabilities and Performance Obligations - Schedule of Remaining Performance Obligations (Details) $ in Millions	Mar. 31, 2020 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, expected timing of satisfaction, period	1 year
Remaining performance obligations	$ 42.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, expected timing of satisfaction, period	1 year
Remaining performance obligations	$ 20.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, expected timing of satisfaction, period	1 year
Remaining performance obligations	$ 8.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligations, expected timing of satisfaction, period
Remaining performance obligations	$ 0.5

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Long-Term Debt - Fair Value of Long-Term Debt (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying value	$ 3,491.9	$ 3,337.9
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value	$ 3,429.4	$ 3,447.5

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Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Net sales	$ 4,389.2	$ 3,957.9
Income (loss) from operations	245.8	228.9
Depreciation and amortization expense	(91.4)	(64.3)
Operating Segments | Corporate
Segment Reporting Information [Line Items]
Net sales	1,911.0	1,736.2
Income (loss) from operations	127.4	134.7
Depreciation and amortization expense	(22.3)	(21.5)
Operating Segments | Small Business
Segment Reporting Information [Line Items]
Net sales	391.5	355.6
Income (loss) from operations	27.3	24.4
Depreciation and amortization expense	(5.8)	(5.6)
Operating Segments | Public
Segment Reporting Information [Line Items]
Net sales	1,525.3	1,330.7
Income (loss) from operations	112.4	76.1
Depreciation and amortization expense	(37.7)	(12.7)
Operating Segments | Other
Segment Reporting Information [Line Items]
Net sales	561.4	535.4
Income (loss) from operations	14.7	25.6
Depreciation and amortization expense	(8.0)	(7.4)
Headquarters
Segment Reporting Information [Line Items]
Net sales	0.0	0.0
Income (loss) from operations	(36.0)	(31.9)
Depreciation and amortization expense	$ (17.6)	$ (17.1)

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company's business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.

As of March 31, 2020, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's consolidated financial statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

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Financial Instruments

3 Months Ended

Mar. 31, 2020

Financial Instruments [Abstract]

Financial Instruments

Financial Instruments

The Company's indebtedness creates interest rate risk on its variable-rate debt. The Company uses derivative financial instruments to manage its exposure to interest rate risk. The Company does not hold or issue derivative financial instruments for trading or speculative purposes.

The Company has interest rate cap agreements that entitle it to payments from the counterparty of the amount, if any, by which three-month London Interbank Offered Rate ("LIBOR") exceeds the strike rates of the caps during the agreement period in exchange for an upfront premium. During 2020, the Company did not enter into interest rate cap agreements.

As of March 31, 2020 and December 31, 2019, the Company had interest rate cap agreements with a fair value of less than $1 million which were classified within Other assets on the Consolidated Balance Sheets. The total notional value of the interest rate cap agreements was $2.8 billion as of March 31, 2020 and December 31, 2019 of which $1.4 billion mature at December 31, 2020 and December 31, 2022, respectively.

The fair values of the Company's interest rate cap agreements are classified as Level 2 in the fair value hierarchy. The valuation of the interest rate cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements.

The counterparty credit spreads are based on publicly available credit information obtained from a third-party credit data provider. For additional information, see Note 6 (Long-Term Debt).

The interest rate cap agreements are designated as cash flow hedges. The changes in the fair value of derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss and are subsequently reclassified into Interest expense in the period when the hedged forecasted transaction affects earnings. The Company recorded an insignificant loss and a $8 million loss, net of tax, into Accumulated other comprehensive loss for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company reclassified $1 million and $2 million, net of tax, respectively, from Accumulated other comprehensive loss to earnings within Interest expense, net on the Consolidated Statements of Operations. The Company expects to reclassify $7 million from Accumulated other comprehensive loss to earnings within Interest expense, net during the next 12 months.

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Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 214.4	$ 154.0
Accounts receivable, net of allowance for credit losses of $35.1 and $7.9, respectively	3,149.4	3,002.2
Merchandise inventory	672.1	611.2
Miscellaneous receivables	442.5	395.1
Prepaid expenses and other	187.4	171.6
Total current assets	4,665.8	4,334.1
Operating lease right-of-use assets	129.5	131.8
Property and equipment, net	331.9	363.1
Goodwill	2,529.5	2,553.0
Other intangible assets, net	540.2	594.1
Other assets	25.5	23.3
Total Assets	8,222.4	7,999.4
Current liabilities:
Accounts payable-trade	1,967.1	1,835.0
Accounts payable-inventory financing	345.5	429.9
Current maturities of long-term debt	33.7	34.1
Contract liabilities	257.6	252.2
Accrued expenses and other current liabilities:
Compensation	201.3	212.3
Advertising	158.6	147.9
Sales and income taxes	135.4	88.6
Other	548.0	491.4
Total current liabilities	3,647.2	3,491.4
Long-term liabilities:
Debt	3,438.5	3,283.2
Deferred income taxes	62.8	62.4
Operating lease liabilities	129.2	131.1
Other liabilities	55.0	71.0
Total long-term liabilities	3,685.5	3,547.7
Stockholders' equity:
Preferred stock, $0.01 par value, 100.0 shares authorized; no shares issued or outstanding for both periods	0.0	0.0
Common stock, $0.01 par value, 1,000.0 shares authorized; 142.3 and 143.0 shares outstanding, respectively	1.4	1.4
Paid-in capital	3,114.9	3,095.3
Accumulated deficit	(2,067.3)	(2,018.6)
Accumulated other comprehensive loss	(159.3)	(117.8)
Total stockholders' equity	889.7	960.3
Total Liabilities and Stockholders' Equity	$ 8,222.4	$ 7,999.4

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Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjustment Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2018		147.7
Beginning balance at Dec. 31, 2018	$ 975.2	$ 1.5	$ 2,996.9	$ (1,892.6)	$ (130.6)
Shareholders' Equity (Deficit) [Roll Forward]
Net income	152.9			152.9
Equity-based compensation expense	12.2		12.2
Stock option exercises (in shares)		0.5
Stock option exercises	13.0		13.0
Coworker stock purchase plan	3.0		3.0
Repurchases of common stock (in shares)		(1.9)
Repurchases of common stock	(177.1)	$ 0.0		(177.1)
Dividends paid	(43.4)		0.2	(43.6)
Incentive compensation plan stock withheld for taxes	(11.6)			(11.6)
Foreign currency translation	9.9				9.9
Unrealized (loss) gain from hedge accounting	(8.3)				(8.3)
Realized gain from hedge accounting	(1.5)				1.5
Ending balance (in shares) at Mar. 31, 2019		146.3
Ending balance at Mar. 31, 2019	927.3	$ 1.5	3,025.3	(1,972.0)	(127.5)
Beginning balance (in shares) at Dec. 31, 2019		143.0
Beginning balance at Dec. 31, 2019	960.3	$ 1.4	3,095.3	(2,018.6)	(117.8)	$ 0.5	$ 0.5
Shareholders' Equity (Deficit) [Roll Forward]
Net income	167.9			167.9
Equity-based compensation expense	8.8		8.8
Stock option exercises (in shares)		0.4
Stock option exercises	7.1		7.1
Coworker stock purchase plan	3.5		3.5
Repurchases of common stock (in shares)		(1.1)
Repurchases of common stock	(140.8)	$ 0.0		(140.8)
Dividends paid	(54.2)		0.2	(54.4)
Incentive compensation plan stock withheld for taxes	(21.9)			(21.9)
Foreign currency translation	(42.4)				(42.4)
Unrealized (loss) gain from hedge accounting	(0.2)				(0.2)
Realized gain from hedge accounting	(1.1)				1.1
Ending balance (in shares) at Mar. 31, 2020		142.3
Ending balance at Mar. 31, 2020	$ 889.7	$ 1.4	$ 3,114.9	$ (2,067.3)	$ (159.3)

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Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Net sales	$ 4,389.2	$ 3,957.9
Percentage of Total Net Sales	100.00%	100.00%
Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	$ 1,911.0	$ 1,736.2
Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	391.5	355.6
Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	1,525.3	1,330.7
Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	561.4	535.4
Transferred at a point in time where CDW is principal
Disaggregation of Revenue [Line Items]
Net sales	4,011.3	3,635.2
Transferred at a point in time where CDW is principal | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	1,741.0	1,581.8
Transferred at a point in time where CDW is principal | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	366.7	335.2
Transferred at a point in time where CDW is principal | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	1,404.6	1,243.3
Transferred at a point in time where CDW is principal | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	499.0	474.9
Transferred at a point in time where CDW is agent
Disaggregation of Revenue [Line Items]
Net sales	195.1	183.0
Transferred at a point in time where CDW is agent | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	107.6	104.0
Transferred at a point in time where CDW is agent | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	22.0	19.8
Transferred at a point in time where CDW is agent | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	52.3	46.2
Transferred at a point in time where CDW is agent | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	13.2	13.0
Transferred over time where CDW is principal
Disaggregation of Revenue [Line Items]
Net sales	182.8	139.7
Transferred over time where CDW is principal | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	62.4	50.4
Transferred over time where CDW is principal | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	2.8	0.6
Transferred over time where CDW is principal | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	68.4	41.2
Transferred over time where CDW is principal | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	49.2	47.5
Corporate
Disaggregation of Revenue [Line Items]
Net sales	1,911.0	1,736.2
Corporate | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	1,911.0	1,736.2
Corporate | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Corporate | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Corporate | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Small Business
Disaggregation of Revenue [Line Items]
Net sales	391.5	355.6
Small Business | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Small Business | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	391.5	355.6
Small Business | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Small Business | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Government
Disaggregation of Revenue [Line Items]
Net sales	568.5	488.4
Government | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Government | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Government | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	568.5	488.4
Government | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Education
Disaggregation of Revenue [Line Items]
Net sales	476.2	400.4
Education | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Education | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Education | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	476.2	400.4
Education | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Healthcare
Disaggregation of Revenue [Line Items]
Net sales	480.6	441.9
Healthcare | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Healthcare | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Healthcare | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	480.6	441.9
Healthcare | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Other
Disaggregation of Revenue [Line Items]
Net sales	561.4	535.4
Other | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Other | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Other | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Other | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	561.4	535.4
Hardware
Disaggregation of Revenue [Line Items]
Net sales	$ 3,456.5	$ 3,146.3
Percentage of Total Net Sales	78.70%	79.50%
Hardware | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	$ 1,513.9	$ 1,384.7
Hardware | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	324.4	295.1
Hardware | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	1,210.8	1,063.3
Hardware | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	407.4	403.2
Notebooks/Mobile Devices
Disaggregation of Revenue [Line Items]
Net sales	$ 1,111.0	$ 916.1
Percentage of Total Net Sales	25.30%	23.10%
Netcomm Products
Disaggregation of Revenue [Line Items]
Net sales	$ 456.4	$ 511.4
Percentage of Total Net Sales	10.40%	12.90%
Desktops
Disaggregation of Revenue [Line Items]
Net sales	$ 384.3	$ 297.0
Percentage of Total Net Sales	8.80%	7.50%
Video
Disaggregation of Revenue [Line Items]
Net sales	$ 314.6	$ 271.3
Percentage of Total Net Sales	7.20%	6.90%
Enterprise and Data Storage (Including Drives)
Disaggregation of Revenue [Line Items]
Net sales	$ 240.5	$ 293.3
Percentage of Total Net Sales	5.50%	7.40%
Other Hardware
Disaggregation of Revenue [Line Items]
Net sales	$ 949.7	$ 857.2
Percentage of Total Net Sales	21.50%	21.70%
Software
Disaggregation of Revenue [Line Items]
Net sales	$ 666.3	$ 593.0
Percentage of Total Net Sales	15.20%	15.00%
Software | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	$ 276.0	$ 246.5
Software | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	53.5	48.1
Software | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	239.7	221.1
Software | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	97.1	77.3
Services
Disaggregation of Revenue [Line Items]
Net sales	$ 230.6	$ 189.0
Percentage of Total Net Sales	5.30%	4.80%
Services | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	$ 100.1	$ 88.0
Services | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	8.2	7.0
Services | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	67.8	42.1
Services | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	54.5	51.9
Other
Disaggregation of Revenue [Line Items]
Net sales	$ 35.8	$ 29.6
Percentage of Total Net Sales	0.80%	0.70%
Other | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	$ 21.0	$ 17.0
Other | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	5.4	5.4
Other | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	7.0	4.2
Other | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	2.4	3.0
United States
Disaggregation of Revenue [Line Items]
Net sales	3,830.8	3,427.6
United States | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	1,907.8	1,732.9
United States | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	391.5	355.6
United States | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	1,525.3	1,330.7
United States | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	6.2	8.4
Rest of World
Disaggregation of Revenue [Line Items]
Net sales	558.4	530.3
Rest of World | Operating Segments | Corporate
Disaggregation of Revenue [Line Items]
Net sales	3.2	3.3
Rest of World | Operating Segments | Small Business
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Rest of World | Operating Segments | Public
Disaggregation of Revenue [Line Items]
Net sales	0.0	0.0
Rest of World | Operating Segments | Other
Disaggregation of Revenue [Line Items]
Net sales	$ 555.2	$ 527.0

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Financial Instruments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Derivative [Line Items]
Interest rate cap, fair value	$ 1.0		$ 1.0
Unrealized (loss) gain from hedge accounting	(0.2)	$ (8.3)
Interest Rate Cap
Derivative [Line Items]
Notional amount	2,800.0		$ 2,800.0
Interest Rate Contract
Derivative [Line Items]
Unrealized (loss) gain from hedge accounting		(8.0)
Amount expected to be reclassified from AOCL to interest expense in next twelve months	7.0
Derivative
Derivative [Line Items]
Interest income (expense) reclassified into earnings	(1.0)	$ (2.0)
Cap agreement effective 12/31/20-12/31/22
Derivative [Line Items]
Notional amount	1,400.0
Cap agreement effective 12/31/18-12/31/20
Derivative [Line Items]
Notional amount	$ 1,400.0

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income tax (expense) benefit	$ 43.9	$ 38.7
Effective income tax rate reconciliation, percent	20.70%	20.20%

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 35.1	$ 7.9
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	1,000,000,000.0	1,000,000,000
Common stock, shares issued (in shares)	142,300,000	143,000,000
Common stock, shares outstanding (in shares)	142,300,000	143,000,000

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Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Statement of Stockholders' Equity [Abstract]
Dividends (in dollars per share)	$ 0.38	$ 0.295

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Earnings per Share

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Earnings per Share

Earnings Per Share

The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period.

A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:

	Three Months Ended March 31,
	2020	2019
Basic weighted-average shares outstanding	142.7	147.0
Effect of dilutive securities(1)	2.2	2.2
Diluted weighted-average shares outstanding(2)	144.9	149.2

(1) The dilutive effect of outstanding stock options, restricted stock units, restricted stock, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.

(2)

There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares outstanding for both the three months ended March 31, 2020 and 2019 as their inclusion would have had an anti-dilutive effect.

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Contract Liabilities and Performance Obligations

3 Months Ended

Mar. 31, 2020

Revenue from Contract with Customer [Abstract]

Contract Liabilities and Performance Obligations

Contract Liabilities and Performance Obligations

The Company's contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The Company's contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. As of March 31, 2020 and December 31, 2019, the contract liability balance was $258 million and $252 million, respectively. During the three months ended March 31, 2020 and 2019, the Company recognized revenue of $123 million and $74 million, respectively, related to its contract liabilities.

A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of March 31, 2020 related to noncancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.

	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	42.7	$	20.6	$	8.6	$	0.5

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

		As of March 31, 2020					As of December 31, 2019
	Maturity	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	2.62	%	212.5			5.00	%	51.0
Total credit facilities				212.5					51.0
Term Loans
CDW UK term loan(1)	August 2021	2.07	%	57.1			2.19	%	61.0
Senior secured term loan facility	October 2026	2.74	%	1,434.5			3.55	%	1,438.3
Total term loans				1,491.6					1,499.3
Unsecured Senior Notes
Senior notes due 2024 ("2024 Senior Notes")	December 2024	5.50	%	575.0			5.50	%	575.0
Senior notes due 2025 ("2025 Senior Notes")	September 2025	5.00	%	600.0			5.00	%	600.0
Senior notes due 2028 ("2028 Senior Notes")	April 2028	4.25	%	600.0			4.25	%	600.0
Total unsecured senior notes				1,775.0					1,775.0
Other long-term obligations				12.8					12.6
Unamortized deferred financing fees				(19.7		)			(20.6		)
Current maturities of long-term debt				(33.7		)			(34.1		)
Total long-term debt				$	3,438.5				$	3,283.2

(1)

British pound-denominated debt facilities.

Carrying Value of Long-Term Debt

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 fees, are as follows:

	March 31, 2020		December 31, 2019
Fair value	$	3,429.4	$	3,447.5
Carrying value	3,491.9		3,337.9

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Description of Business and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Description of Business

Description of Business

CDW Corporation ("Parent"), a Fortune 500 company and member of the S&P 500 Index, is a market-leading provider of integrated information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

Throughout this report, the terms the "Company" and "CDW" refer to Parent and its 100% owned subsidiaries.

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

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 (the "Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the US Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (the "December 31, 2019 Consolidated Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2019 Consolidated Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

Reclassification

Reclassifications

Certain prior period amounts have been reclassified to conform with current period presentation.

Principles of Consolidation

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates.

Accounts Receivable

Accounts Receivable

The Company estimates an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rate or gross domestic product growth.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Restricted cash represents funds that are restricted to satisfy designated current liabilities.

Advertising

Advertising

Advertising costs are generally charged to expense in the period incurred.

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU temporarily provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform. The ASU was effective upon its issuance and will remain in effect for all contract modifications and hedging relationships entered into through December 31, 2022. The Company elected the expedient for cash flow hedges to assert the probability of the hedged forecasted transaction under Topic 815: Derivatives and Hedging, regardless of any expected modification in terms related to reference rate reform. This election did not have an impact to the Company’s Consolidated Financial Statements. As the Company begins modifying contracts impacted by reference rate reform, the other optional expedients will be evaluated for impact on the Consolidated Financial Statements.

Measurement of Credit Losses on Financial Instruments

On January 1, 2020, the Company adopted and applied ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) using the modified retrospective approach. Topic 326 introduced a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables, which is reflected in the Company’s policies. The adoption of Topic 326, as well as the adjustment to retained earnings for the cumulative effect, was not significant to the Company's Consolidated Financial Statements.

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Inventory Financing Agreements (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Inventory Financing Agreements [Line Items]
Accounts payable-inventory financing	$ 345.5	$ 429.9
Accounts Payable, Inventory Financing
Inventory Financing Agreements [Line Items]
Revolving Loan inventory financing agreement	303.8	379.1
Other inventory financing agreements	$ 41.7	$ 50.8