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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, 2025. 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 (“Parent”) is a leading multi-brand provider of information technology (“IT”) solutions to business, government, education, and healthcare customers in the United States (“US”), the United Kingdom (“UK”), and Canada. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.
Effective January 1, 2026, we realigned our customer-facing sales organization to better meet the evolving needs of our customer end markets. As a result, we have the following three reportable segments: Commercial, Government, and Education. Our Commercial reportable segment primarily serves corporate, financial services, and healthcare customers in the US, each of which represents a unique customer channel. Customers previously included in the Small Business segment are included across the customer channels within our Commercial reportable segment. Our Government reportable segment primarily serves federal, state, and local agencies in the US, along with certain private sector business customers that primarily support or interact with government agencies. The Education reportable segment primarily serves primary, secondary, and higher education institutions in the US. CDW UK and CDW Canada remain unchanged in this reporting structure, in an all other category (“Other”).
We are vendor, technology, and consumption model unbiased, 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 10,300 customer-facing coworkers, including sellers, highly skilled specialists, and engineers. We are a leading sales channel partner for many original equipment manufacturers (“OEMs”), software publishers, and cloud providers (collectively, our “vendor partners”), and wholesale distributors, 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 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 can impact our customers’ willingness and ability to spend on IT. The prevailing economic conditions remain complex, largely due to ongoing uncertainty surrounding evolving global trade policies and geopolitical conditions, among other drivers. In addition, there has been increased demand for memory-intensive products driven by the rapid adoption of artificial intelligence (“AI”) applications and related data center investments. Collectively, these dynamics may continue to influence supply chains and drive pricing pressures, while the broader economic conditions may affect interest rates. The uncertainty in the current economic environment has impacted and may continue to impact the timing of our customers’ investments in technology.
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•The evolution of technology and AI adoption trends continue to drive customer purchasing decisions in the market. Current trends are focused on modernizing and optimizing technology environments to improve operational efficiency, agility, and cybersecurity while enabling organizations to leverage AI at scale. These trends are driving investment in AI-ready infrastructure, cloud and data modernization, cybersecurity solutions, and workflow automation technologies. As AI capabilities continue to evolve, organizations are increasingly focused on achieving practical, secure, and measurable business outcomes while managing complexity and risk. We have orchestrated outcome-driven solutions that bring together AI, security, software, and services to help customers achieve their objectives.
•Changes and uncertainty related to spending policies, budget priorities, timing, and funding levels are key factors influencing the purchasing levels of government, healthcare, and education customers. As the duration and ongoing impact of current economic conditions remain uncertain, including any US government shutdowns, current and future budget priorities and funding levels for government, healthcare, and education customers may be adversely affected, leading to lower IT spend.
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. Financial measures are presented both in accordance with the accounting principles generally accepted in the United States of America (“GAAP”), and non-GAAP, which excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. We believe that the most important of these measures and ratios include Gross profit, Gross profit margin, Operating income, Operating income margin, Non-GAAP operating income, Non-GAAP operating income margin, Net income, Non-GAAP net income, Net income per diluted share, Non-GAAP net income per diluted share, Average daily sales, Net debt, Cash conversion cycle, Net cash provided by operating activities, and Adjusted free cash flow. These measures and ratios are closely monitored by management, so that actions can be taken, as necessary, in order to achieve financial objectives.
For the definitions, discussion of management’s use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure, see “Results of Operations - Non-GAAP Financial Measure Reconciliations.”
The results of certain key business metrics for the comparative periods are as follows:
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions, except per share amounts) 2026 2025 2026 2025
Net sales $ 6,572.2 $ 5,976.6 $ 12,252.0 $ 11,175.7
Gross profit $ 1,319.8 $ 1,241.2 $ 2,509.8 $ 2,363.5
Gross profit margin 20.1 % 20.8 % 20.5 % 21.1 %
Operating income $ 428.6 $ 420.2 $ 804.6 $ 781.6
Operating income margin 6.5 % 7.0 % 6.6 % 7.0 %
Non-GAAP operating income $ 556.0 $ 519.7 $ 1,007.9 $ 963.7
Non-GAAP operating income margin 8.5 % 8.7 % 8.2 % 8.6 %
Net income $ 274.4 $ 271.2 $ 509.8 $ 496.1
Non-GAAP net income $ 370.4 $ 343.7 $ 665.7 $ 630.2
Net income per diluted share $ 2.15 $ 2.05 $ 3.97 $ 3.73
Non-GAAP net income per diluted share $ 2.91 $ 2.60 $ 5.18 $ 4.74
Average daily sales(1) $ 102.7 $ 93.4 $ 96.5 $ 88.0
(1)Defined as Net sales divided by the number of selling days. There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025.
(dollars in millions) June 30, 2026 June 30, 2025
Net debt(1) $ 5,455.2 $ 5,151.7
Cash conversion cycle (in days)(2) 21 16
Net cash provided by operating activities $ 219.7 $ 443.1
Adjusted free cash flow(3) $ 278.4 $ 458.9
(1)Defined as total debt minus Cash and cash equivalents. As of June 30, 2026 and June 30, 2025, total debt was $5.8 billion and $5.6 billion, respectively, and Cash and cash equivalents was $362 million and $481 million, respectively.
(2)Defined as days of sales outstanding related to the current portion of Accounts receivable and certain receivables due from vendors, plus days of
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supply in Merchandise inventory, minus days of purchases outstanding related to the current portion of Accounts payable-trade and Accounts payable-inventory financing, based on a rolling three-month average.
(3)Defined as Net cash provided by operating activities less Capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.
Results of Operations
Results of operations, including Gross profit margin and Operating income margin, expressed as Gross profit and Operating income as a percentage of Net sales, respectively, for the three and six months ended June 30, 2026 and 2025 are below. For additional information on Net sales, Gross profit, and Operating income by segment, see the “Segment Results of Operations.”
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 Percent Change 2026 2025 Percent Change
Net sales $ 6,572.2 $ 5,976.6 10.0 % $ 12,252.0 $ 11,175.7 9.6 %
Cost of sales 5,252.4 4,735.4 10.9 9,742.2 8,812.2 10.6
Gross profit 1,319.8 1,241.2 6.3 2,509.8 2,363.5 6.2
Gross profit margin 20.1 % 20.8 % 20.5 % 21.1 %
Selling and administrative expenses 891.2 821.0 8.6 1,705.2 1,581.9 7.8
Operating income 428.6 420.2 2.0 804.6 781.6 2.9
Operating income margin 6.5 % 7.0 % 6.6 % 7.0 %
Interest expense, net (60.2) (56.8) 6.0 (115.5) (113.9) 1.4
Other income (expense), net 4.5 1.5 nm* 2.8 1.2 nm*
Income before income taxes 372.9 364.9 2.2 691.9 668.9 3.4
Income tax expense (98.5) (93.7) 5.1 (182.1) (172.8) 5.4
Net income $ 274.4 $ 271.2 1.2 % $ 509.8 $ 496.1 2.8 %
*nm - Not meaningful
Three months ended June 30, 2026 compared with the three months ended June 30, 2025
Net sales increased $596 million, or 10.0%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 9.9% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, software, and netcomm products.
Gross profit increased $79 million, or 6.3%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 70 basis points to 20.1%, primarily driven by mix into and lower margin in certain hardware categories, partially offset by a higher contribution of netted down revenue.
Selling and administrative expenses increased $70 million, or 8.6%, primarily due to higher compensation expense, including performance-based incentives, and workplace optimization costs.
Operating income increased $8 million, or 2.0%, to $429 million for the three months ended June 30, 2026, compared to $420 million for the three months ended June 30, 2025.
Interest expense, net includes interest expense and interest income. Interest expense, net increased $3 million, or 6.0%, primarily due to higher average debt levels on our senior unsecured revolving loan facility.
Income tax expense increased $5 million, or 5.1%. The effective income tax rate was 26.4% and 25.7% for the three months ended June 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily due to current year tax shortfalls as compared to prior year excess tax benefits on equity-based compensation.
Six months ended June 30, 2026 compared with the six months ended June 30, 2025
Net sales increased $1,076 million, or 9.6%, with higher Net sales across all operating segments. Net sales on a constant currency basis increased 9.2% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Customer demand drove Net sales growth primarily in data storage and servers, notebooks/mobile devices, software, and netcomm products.
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Gross profit increased $146 million, or 6.2%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 60 basis points to 20.5%, primarily driven by mix into and lower margin in certain hardware categories.
Selling and administrative expenses increased $123 million, or 7.8%, primarily due to higher compensation expense, including performance-based incentives, and workplace optimization costs.
Operating income increased $23 million, or 2.9%, to $805 million for the six months ended June 30, 2026, compared to $782 million for the six months ended June 30, 2025.
Interest expense, net includes interest expense and interest income. Interest expense, net increased $2 million, or 1.4%, primarily due to higher average debt levels on our senior unsecured revolving loan facility.
Income tax expense increased $9 million, or 5.4%. The effective income tax rate was 26.3% and 25.8% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective income tax rate was primarily due to current year tax shortfalls as compared to prior year excess tax benefits on equity-based compensation, partially offset by tax credits.
Segment Results of Operations
Net sales by segment for the comparative periods are as follows:
Three Months Ended June 30,
2026 2025
(dollars in millions) Net Sales Percentage of Total Net Sales Net Sales Percentage of Total Net Sales Dollar Change Percent Change(1)
Commercial:
Corporate $ 2,618.1 39.8 % $ 2,364.4 39.6 % $ 253.7 10.7 %
Financial Services 487.1 7.4 478.6 8.0 8.5 1.8
Healthcare 860.2 13.1 788.3 13.2 71.9 9.1
Total Commercial 3,965.4 60.3 3,631.3 60.8 334.1 9.2
Government 848.0 12.9 746.6 12.5 101.4 13.6
Education 933.1 14.2 926.6 15.5 6.5 0.7
Other(2) 825.7 12.6 672.1 11.2 153.6 22.9
Total Net sales $ 6,572.2 100.0 % $ 5,976.6 100.0 % $ 595.6 10.0 %
Six Months Ended June 30,
2026 2025
(dollars in millions) Net Sales Percentage of Total Net Sales Net Sales Percentage of Total Net Sales Dollar Change Percent Change(1)
Commercial:
Corporate $ 4,992.4 40.7 % $ 4,554.4 40.7 % $ 438.0 9.6 %
Financial Services 915.5 7.5 812.7 7.3 102.8 12.6
Healthcare 1,626.9 13.3 1,519.5 13.6 107.4 7.1
Total Commercial 7,534.8 61.5 6,886.6 61.6 648.2 9.4
Government 1,480.9 12.1 1,351.5 12.1 129.4 9.6
Education 1,608.1 13.1 1,585.1 14.2 23.0 1.5
Other(2) 1,628.2 13.3 1,352.5 12.1 275.7 20.4
Total Net sales $ 12,252.0 100.0 % $ 11,175.7 100.0 % $ 1,076.3 9.6 %
(1)There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.
(2)Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.
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Gross profit by segment for the comparative periods is as follows:
Three Months Ended June 30,
2026 2025
(dollars in millions) Gross Profit Gross Profit Margin(3) Gross Profit Gross Profit Margin(3) Dollar Change Percent Change
Segments:(1)
Commercial $ 845.3 21.3 % $ 789.2 21.7 % $ 56.1 7.1 %
Government 163.7 19.3 168.2 22.5 (4.5) (2.7)
Education 153.0 16.4 141.8 15.3 11.2 7.9
Other(2) 157.8 19.1 142.0 21.1 15.8 11.1
Total Gross profit $ 1,319.8 20.1 % $ 1,241.2 20.8 % $ 78.6 6.3 %
Six Months Ended June 30,
2026 2025
(dollars in millions) Gross Profit Gross Profit Margin(3) Gross Profit Gross Profit Margin(3) Dollar Change Percent Change
Segments:(1)
Commercial $ 1,643.4 21.8 % $ 1,539.0 22.3 % $ 104.4 6.8 %
Government 288.4 19.5 303.1 22.4 (14.7) (4.8)
Education 265.5 16.5 247.2 15.6 18.3 7.4
Other(2) 312.5 19.2 274.2 20.3 38.3 14.0
Total Gross profit $ 2,509.8 20.5 % $ 2,363.5 21.1 % $ 146.3 6.2 %
(1)Segment gross profit includes the segment’s direct gross profit, allocations for gross profit from logistics, and allocations for certain inventory adjustments, 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)Gross profit margin represents segment Gross profit as a percentage of segment Net sales.
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Operating income by segment for the comparative periods is as follows:
Three Months Ended June 30,
2026 2025
(dollars in millions) Operating Income Percentage of Segment Net Sales Operating Income Percentage of Segment Net Sales Dollar Change Percent Change
Segments:(1)
Commercial $ 382.6 9.6 % $ 371.7 10.2 % $ 10.9 2.9 %
Government 59.9 7.1 51.0 6.8 8.9 17.5
Education 65.1 7.0 56.1 6.1 9.0 16.0
Other(2) 52.0 6.3 42.6 6.3 9.4 22.1
Headquarters(3) (131.0) nm* (101.2) nm* (29.8) (29.4)
Total Operating income $ 428.6 6.5 % $ 420.2 7.0 % $ 8.4 2.0 %
Six Months Ended June 30,
2026 2025
(dollars in millions) Operating Income Percentage of Segment Net Sales Operating Income Percentage of Segment Net Sales Dollar Change Percent Change
Segments:(1)
Commercial $ 737.3 9.8 % $ 732.4 10.6 % $ 4.9 0.7 %
Government 85.1 5.7 76.5 5.7 8.6 11.2
Education 104.5 6.5 81.4 5.1 23.1 28.4
Other(2) 98.5 6.0 81.7 6.0 16.8 20.6
Headquarters(3) (220.8) nm* (190.4) nm* (30.4) (16.0)
Total Operating income $ 804.6 6.6 % $ 781.6 7.0 % $ 23.0 2.9 %
*nm - Not meaningful
(1)Segment operating income includes the segment’s direct operating income, allocations for certain headquarters function costs, allocations for income and expenses from logistics, 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 headquarters function costs that are not allocated to the segments.
Three months ended June 30, 2026 compared with the three months ended June 30, 2025
Commercial:
Net sales increased $334 million, or 9.2%, primarily due to an increased customer demand in data storage and servers across all customer channels, software, and netcomm products in the corporate customer channel, and notebooks/mobile devices in the corporate and healthcare customer channels.
Gross profit dollars increased $56 million, or 7.1%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 40 basis points to 21.3%, which is primarily attributed to mix into and lower margin in certain hardware categories, partially offset by a higher contribution of netted down revenue.
Operating income increased $11 million, or 2.9%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives.
Government:
Net sales increased $101 million, or 13.6%, primarily due to increased customer demand primarily in netcomm products, data storage and servers, and software.
Gross profit decreased $5 million, or 2.7%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 320 basis points, to 19.3%, which is attributed to mix into and lower margin in certain hardware categories and services.
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Operating income increased $9 million, or 17.5%, primarily due to lower compensation expense, including performance-based incentives, which more than offset the impact of lower Gross profit dollars.
Education:
Net sales increased $7 million, or 0.7%, due to increased customer demand primarily in notebooks/mobile devices and software, partially offset by decreased customer demand in various hardware categories.
Gross profit dollars increased $11 million, or 7.9%, primarily due to higher Gross profit margin and Net sales. Gross profit margin increased 110 basis points, to 16.4%, which is attributed to a higher margin in certain product categories and a higher contribution of netted down revenue.
Operating income increased $9 million, or 16.0%, primarily due to higher Gross profit dollars and lower compensation expense.
Other:
Net sales increased $154 million, or 22.9%, primarily due to increased customer demand primarily in notebooks/mobile devices and data storage and servers within UK and Canada operations.
Gross profit dollars increased $16 million, or 11.1%, due to higher Net sales, partially offset by lower Gross profit margin. Gross profit margin decreased 200 basis points, to 19.1%, which is primarily attributed to mix into and lower margin in certain product categories.
Operating income increased $9 million, or 22.1%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.
Six months ended June 30, 2026 compared with the six months ended June 30, 2025
Commercial:
Net sales increased $648 million, or 9.4%, primarily due to increased customer demand in data storage and servers across all customer channels, and netcomm products and software in the corporate and healthcare customer channels.
Gross profit dollars increased $104 million, or 6.8%, due to higher Net sales, partially offset by lower gross profit margin. Gross profit margin decreased 50 basis points, to 21.8%, which is primarily attributed to mix into and lower margin in certain hardware categories.
Operating income increased $5 million, or 0.7%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives.
Government:
Net sales increased $129 million, or 9.6%, primarily due to increased customer demand primarily in data storage and servers, software, and netcomm products.
Gross profit decreased $15 million, or 4.8%, due to lower gross profit margin, partially offset by higher Net sales. Gross profit margin decreased 290 basis points, to 19.5%, which is attributed to mix into and lower margin in certain hardware categories and services.
Operating income increased $9 million, or 11.2%, primarily due to lower compensation expense, including performance-based incentives, which more than offset the impact of lower Gross profit dollars.
Education:
Net sales increased $23 million, or 1.5%, primarily due to increased customer demand primarily in notebooks/mobile devices and software, partially offset by decreased customer demand in various hardware categories.
Gross profit dollars increased $18 million, or 7.4%, due to higher Gross profit margin and Net sales. Gross profit margin increased 90 basis points, to 16.5%, which is attributed to a higher margin in certain product categories.
Operating income increased $23 million, or 28.4%, primarily due to higher Gross profit dollars and lower compensation expense.
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Other:
Net sales increased $276 million, or 20.4%, primarily due to increased customer demand primarily in notebooks/mobile devices and data storage and servers within UK and Canada operations.
Gross profit dollars increased $38 million, or 14.0%, due to higher Net sales, partially offset by lower Gross profit margin. Gross profit margin decreased 110 basis points, to 19.2%, which is primarily attributed to mix into and lower margin in certain product categories.
Operating income increased $17 million, or 20.6%, primarily due to higher Gross profit dollars, partially offset by higher compensation expense, including performance-based incentives within Canada and UK operations.
Non-GAAP Financial Measure Reconciliations
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial condition 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 financial measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.
Our non-GAAP performance measures include Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share, and Net sales on a constant currency basis, and our non-GAAP financial condition measures include Free cash flow and Adjusted free cash flow. These non-GAAP performance measures and non-GAAP financial condition measures are collectively referred to as “non-GAAP financial measures.” The GAAP measures most directly comparable to Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income, Non-GAAP net income per diluted share, and Net sales on a constant currency basis are Operating income, Operating income margin, Net income, Net income per diluted share, and Net sales, respectively. The GAAP measure most directly comparable to Free cash flow and Adjusted free cash flow is Net cash provided by operating activities.
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, acquisition and integration expenses, transformation initiatives, and workplace optimization. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP net income and Non-GAAP net income per diluted share exclude, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, acquisition and integration expenses, transformation initiatives, workplace optimization, and their associated income tax effects. Net sales on a constant currency basis is defined as Net sales excluding the impact of foreign currency translation on Net sales. Free cash flow is defined as Net cash provided by operating activities less capital expenditures. Adjusted free cash flow is defined as Free cash flow adjusted to include certain cash flows from financing activities incurred in the normal course of operations or as capital expenditures.
We believe our non-GAAP financial measures provide analysts, investors, and management with useful 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. We also present non-GAAP financial condition measures as we believe they provide analysts, investors, and management with more information regarding our liquidity and capital resources. Certain non-GAAP financial measures are also used to determine certain components of performance-based compensation.
We have included reconciliations of our non-GAAP financial measures to the most comparable GAAP financial measures for the three and six months ended June 30, 2026 and 2025 below.
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Non-GAAP operating income and Non-GAAP operating income margin
Three Months Ended June 30,
(dollars in millions) 2026 Percentage of Net Sales 2025 Percentage of Net Sales
Operating income, as reported $ 428.6 6.5 % $ 420.2 7.0 %
Amortization of intangibles(1) 42.4 42.4
Equity-based compensation 28.1 23.5
Transformation initiatives(2) 9.9 17.4
Acquisition and integration expenses 1.6 2.0
Workplace optimization(3) 44.2 12.7
Other adjustments 1.2 1.5
Non-GAAP operating income $ 556.0 8.5 % $ 519.7 8.7 %
Six Months Ended June 30,
(dollars in millions) 2026 Percentage of Net Sales 2025 Percentage of Net Sales
Operating income, as reported $ 804.6 6.6 % $ 781.6 7.0 %
Amortization of intangibles(1) 85.1 85.2
Equity-based compensation 50.2 44.0
Transformation initiatives(2) 18.2 31.1
Acquisition and integration expenses 2.6 4.9
Workplace optimization(3) 44.2 12.8
Other adjustments 3.0 4.1
Non-GAAP operating income $ 1,007.9 8.2 % $ 963.7 8.6 %
(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts, and trade names.
(2)Includes costs related to strategic transformation initiatives focused on optimizing various operations and systems.
(3)Includes costs related to workforce reductions and charges related to the reduction of our real estate lease portfolio.
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Non-GAAP net income and Non-GAAP net income per diluted share
Three Months Ended June 30,
2026 2025
(dollars and shares in millions, except per share amounts) Income before income taxes Income tax expense(1) Net income Income before income taxes Income tax expense(1) Net income
GAAP, as reported $ 372.9 $ (98.5) $ 274.4 $ 364.9 $ (93.7) $ 271.2
Amortization of intangibles(2) 42.4 (11.0) 31.4 42.4 (11.1) 31.3
Equity-based compensation 28.1 (5.6) 22.5 23.5 (7.1) 16.4
Transformation initiatives(3) 9.9 (2.5) 7.4 17.4 (4.5) 12.9
Acquisition and integration expenses 1.6 (0.4) 1.2 2.0 (0.5) 1.5
Workplace optimization(4) 44.2 (11.5) 32.7 12.7 (3.3) 9.4
Other adjustments 1.2 (0.4) 0.8 1.5 (0.5) 1.0
Non-GAAP $ 500.3 $ (129.9) $ 370.4 $ 464.4 $ (120.7) $ 343.7
Net income per diluted share, as reported $ 2.15 $ 2.05
Non-GAAP net income per diluted share $ 2.91 $ 2.60
Shares used in computing GAAP and Non-GAAP net income per diluted share 127.4 132.4
Six Months Ended June 30,
2026 2025
(dollars and shares in millions, except per share amounts) Income before income taxes Income tax expense(1) Net income Income before income taxes Income tax expense(1) Net income
GAAP, as reported $ 691.9 $ (182.1) $ 509.8 $ 668.9 $ (172.8) $ 496.1
Amortization of intangibles(2) 85.1 (22.1) 63.0 85.2 (22.2) 63.0
Equity-based compensation 50.2 (7.6) 42.6 44.0 (12.0) 32.0
Transformation initiatives(3) 18.2 (4.7) 13.5 31.1 (8.1) 23.0
Acquisition and integration expenses 2.6 (0.7) 1.9 4.9 (1.3) 3.6
Workplace optimization(4) 44.2 (11.5) 32.7 12.8 (3.3) 9.5
Other adjustments 3.0 (0.8) 2.2 4.1 (1.1) 3.0
Non-GAAP $ 895.2 $ (229.5) $ 665.7 $ 851.0 $ (220.8) $ 630.2
Net income per diluted share, as reported $ 3.97 $ 3.73
Non-GAAP net income per diluted share $ 5.18 $ 4.74
Shares used in computing GAAP and Non-GAAP net income per diluted share 128.4 132.9
(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 costs related to strategic transformation initiatives focused on optimizing various operations and systems.
(4)Includes costs related to workforce reductions and charges related to the reduction of our real estate lease portfolio.
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Net sales on a constant currency basis
Three Months Ended June 30, Six Months Ended June 30,
(dollars in millions) 2026 2025 Percent Change(1) 2026 2025 Percent Change(1)
Net sales, as reported $ 6,572.2 $ 5,976.6 10.0 % $ 12,252.0 $ 11,175.7 9.6 %
Foreign currency translation(2) — 1.0 — 41.1
Net sales, on a constant currency basis $ 6,572.2 $ 5,977.6 9.9 % $ 12,252.0 $ 11,216.8 9.2 %
(1)There were 64 selling days for both the three months ended June 30, 2026 and 2025. There were 127 selling days for both the six months ended June 30, 2026 and 2025. Average daily sales is defined as Net sales divided by the number of selling days.
(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.
Free cash flow and Adjusted free cash flow
Six Months Ended June 30,
(dollars in millions) 2026 2025
Net cash provided by operating activities $ 219.7 $ 443.1
Capital expenditures (53.9) (49.4)
Free cash flow 165.8 393.7
Net change in accounts payable-inventory financing-supplier financing 50.6 65.2
Proceeds from accounts payable-inventory financing-product financing 62.5 —
Payments on accounts payable-inventory financing-product financing (0.5) —
Adjusted free cash flow(1) $ 278.4 $ 458.9
(1)Defined as Net cash provided by operating activities less Capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.
Seasonality
While we have not historically experienced significant seasonality throughout the year on a consolidated basis, sales in our Government and Education segments have historically been higher in the second and third quarters than in other quarters primarily due to the buying patterns of education and government customers.
Liquidity and Capital Resources
Overview
We finance our operations and capital expenditures with cash from operations and borrowings under our variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”). As of June 30, 2026, we had $1.7 billion of availability for borrowings under our Revolving Loan 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 dividend payments, assessment of debt levels, acquisitions, and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next 12 months and thereafter; however, there are a number of factors that may negatively impact our available sources of funding and liquidity. 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.
Long-Term Debt and Financing Arrangements
As of June 30, 2026, we had total unsecured indebtedness of $5.8 billion, and we were in compliance with the covenants under our credit agreements and indentures.
We may from time to time repurchase one or more series of our outstanding unsecured senior notes, depending on market conditions, contractual commitments, our capital needs, and other factors. Repurchases of our senior notes may be made by open market or privately negotiated transactions and may be pursuant to Rule 10b5-1 plans or otherwise.
For additional information regarding our debt and refinancing activities, see Note 6 (Debt) to the accompanying Consolidated Financial Statements.
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Inventory Financing Agreements
We have entered into supplier financing agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions to enhance working capital. We do not incur any interest expense or other incremental expenses associated with these agreements as balances are paid when they are due.
During the second quarter of 2026, we entered into a product financing arrangement with an independent third-party intermediary to support a customer’s hardware procurement program. This arrangement is intended to mitigate the working capital impact associated with the timing difference between inventory procurement and customer collections. We retain the economic benefits and risks of inventory held by the intermediary. Contractual financing costs incurred under the program are recognized as interest expense over the term of the arrangement.
Amounts under both supplier financing and product financing arrangements are classified within Accounts payable-inventory financing on the Consolidated Balance Sheets. For additional information, see Note 5 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.
Share Repurchase Program
During the six months ended June 30, 2026, we repurchased 4.5 million shares of our common stock for $545 million under the share repurchase program. On May 13, 2026, we announced that our Board of Directors authorized a $1 billion increase to the 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 2026 dividend activity for our common stock is as follows:
Dividend Amount Declaration Date Record Date Payment Date
$0.630 February 3, 2026 February 25, 2026 March 10, 2026
$0.630 May 5, 2026 May 25, 2026 June 10, 2026
On August 5, 2026, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.630 per share. The dividend will be paid on September 10, 2026 to all stockholders of record as of the close of business on August 25, 2026.
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 (including in current or future agreements governing our indebtedness), restrictions imposed by applicable law, tax considerations, and other factors that our Board of Directors deems relevant.
Cash Flows
Cash flows from operating, investing, and financing activities are as follows:
Six Months Ended June 30,
(dollars in millions) 2026 2025
Net cash provided by operating activities $ 219.7 $ 443.1
Net cash (used in) provided by investing activities (58.8) 154.6
Net cash used in financing activities (406.2) (649.2)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (10.5) 25.0
Net decrease in cash, cash equivalents, and restricted cash $ (255.8) $ (26.5)
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Operating Activities
Cash flows from operating activities are as follows:
Six Months Ended June 30,
(dollars in millions) 2026 2025 Change
Net income $ 509.8 $ 496.1 $ 13.7
Adjustments for the impact of non-cash items(1) 207.6 176.6 31.0
Net income adjusted for the impact of non-cash items 717.4 672.7 44.7
Changes in assets and liabilities:
Accounts receivable (1,054.0) (450.1) (603.9)
Merchandise inventory (418.3) (147.3) (271.0)
Accounts payable-trade 896.2 384.7 511.5
Other assets and liabilities 78.4 (16.9) 95.3
Net cash provided by operating activities $ 219.7 $ 443.1 $ (223.4)
(1)Includes items such as depreciation and amortization, deferred income taxes, provision for credit losses, and equity-based compensation expense.
Net cash provided by operating activities decreased $223 million for the six months ended June 30, 2026 compared to June 30, 2025. This decrease was primarily attributable to Accounts receivable and Merchandise inventory, partially offset by Accounts payable-trade. The decrease from Accounts receivable was primarily due to timing of collections and increased sales activity. The decrease from Merchandise inventory was primarily due to customer-driven stocking positions as a result of higher demand and increased hardware cost. The increase from Accounts payable-trade was primarily due to timing of payments and increased sales activity.
In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding (DSO) in accounts receivable plus days of supply in inventory (DIO) minus days of purchases outstanding (DPO) in accounts payable, based on a rolling three-month average. Netted down revenue results in an increase to both DSO and DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis within Net sales. Additionally, as customers continue to shift to multi-year software purchases, unbilled receivables and DSO are expected to continue to increase. This customer shift in purchasing is also expected to increase accounts payable and DPO, as the timing of vendor payments aligns with customer collections. Components of our cash conversion cycle are as follows:
June 30,
(in days) 2026 2025
Days of sales outstanding (DSO)(1) 93 80
Days of supply in inventory (DIO)(2) 16 13
Days of purchases outstanding (DPO)(3) (88) (77)
Cash conversion cycle 21 16
(1)Represents the rolling three-month average of the balance of the current portion 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 the current portion 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 21 days at June 30, 2026, compared to 16 days at June 30, 2025. The increase was primarily driven by higher days of sales outstanding (DSO), reflecting the impacts of timing of collections and increased sales activity, along with higher days of inventory outstanding (DIO), reflecting the impacts of higher average customer stocking positions and increased hardware cost. These increases were partially offset by the higher days of purchases outstanding (DPO), driven by the timing of payments and increased sales activity.
Investing Activities
Net cash used in investing activities increased $213 million for the six months ended June 30, 2026 compared to June 30, 2025. This increase was primarily driven by cash inflow from the maturity of the short-term investments in 2025.
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Financing Activities
Net cash used in financing activities decreased $243 million for the six months ended June 30, 2026 compared to June 30, 2025. This decrease was primarily driven by repayment of long-term debt in 2025 and proceeds from borrowings under the Revolving Loan Facility in 2026, partially offset by higher share repurchases in 2026.
Issuers and Guarantors of Debt Securities
Each series of our outstanding unsecured senior notes (collectively, the “Notes”) are issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and are guaranteed by Parent (the “Guarantor”). All guarantees by Parent are joint and several, and full and unconditional.
The Notes and the related guarantees are the Issuers’ and the Guarantor’s 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 Guarantor’s existing and future unsecured senior debt.
Given that Parent, the sole Guarantor of the notes, is a holding company that does not conduct business operations of its own and depends on cash dividends, distributions, and other transfers from its subsidiaries to meet its obligations, we concluded that providing summarized financial information of the Issuers and Guarantor on an unconsolidated basis, excluding the non-guarantor subsidiaries, would not provide meaningful information to investors.
Commitments and Contingencies
The information set forth in Note 10 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates 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, 2025.
Recent Accounting Pronouncements
The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements is incorporated herein by reference.
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, growth, developments, business strategies, capital allocation, and stockholder returns. 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. Examples of forward-looking statements include, but are not limited to, statements we make in this report regarding our future financial and operational performance, expected customer demand for technology solutions and services, customer spending trends, future liquidity, capital allocation priorities, strategic investments and transformation initiatives, management of debt obligations, the impact of any economic, geopolitical, and regulatory developments, and the expected outcome of any existing or potential litigation, claims, audits, and tax matters. 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 “Trends and Key Factors Affecting our Financial Performance” above, the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025, and from time to
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time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission (“SEC”) filings and public communications. These factors include, among others:
•relationships with our vendor partners and wholesale distributors and the terms of their agreements;
•the ability of vendor partners, wholesale distributors, and third-party providers to fulfill their responsibilities and commitments and our reliance on certain key vendor partners and wholesale distributors;
•our dependence on the continued innovations in technology by our vendor partners;
•the use or capabilities of artificial intelligence and the challenges related to its adoption;
•substantial competition that could reduce our market share;
•the continuing development, maintenance, and operation of our information technology (“IT”) systems;
•potential breaches of data security and failure to protect our IT systems from cybersecurity threats;
•potential failures to provide high-quality services to our customers;
•potential losses of any key personnel, significant increases in labor costs, or ineffective workforce management;
•potential service failures or disruptions related to outsourcing arrangements with certain business processes;
•potential adverse occurrences at one of our primary facilities or third-party data centers, including as a result of climate change;
•increases in the cost of commercial delivery services or disruptions of those services;
•exposure to accounts receivable and inventory risks;
•the costs and risks associated with, and the successful and timely execution and effects of, strategic investments or acquisitions or entry into joint ventures, including our ability to align our investment efforts with our strategic goals;
•future operating results may fluctuate significantly due to rapid changes in the technology industry and broader market conditions;
•the costs and risks associated with, and the successful and timely execution and effects of, our existing and any future business opportunities, expansions, initiatives, strategies, investments, and plans;
•fluctuations in foreign currency and the impact to our operating results;
•global and regional economic and political conditions, including the impact of inflationary pressures and the level of interest rates;
•decreases, delays, or changes in spending on technology products and services, including impacts of adverse changes in government spending and funding policies, federal procurement policies, and US government shutdowns;
•potential disruptions in the supply of products from our suppliers, including capacity limitations and cost increases resulting from heightened demand related to artificial intelligence workloads;
•potential failures to comply with public sector contracts or applicable laws and regulations;
•current and future legal proceedings, investigations, and audits, including intellectual property infringement claims;
•potential failure to comply with complex and evolving laws and regulations applicable to our operations or to meet sometimes conflicting stakeholder expectations on environmental sustainability and corporate responsibility matters;
•our level of indebtedness and the obligations imposed by agreements and instruments relating to our indebtedness;
•fluctuations in the market price and trading volumes of our common stock and changes in, or the discontinuation of, our share repurchase program or dividend payments; and
•other risk factors or uncertainties identified from time to time in our 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 those cautionary statements 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.