CDW Corporation
75 Tri-State International
Lincolnshire, IL 60069
2020 ANNUAL REPORT
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TECHNOLOGY
THAT MOVES
YOUR MISSION
FORWARD
At CDW, everything we do
revolves around meeting the
needs of our customers.
FINANCIAL PERFORMANCE
Net Sales ($B)
Net Sales Compound Annual
Growth Rate (CAGR)
$18.5
$18.0
7 %
r C
a
R
G
A
Y e
-
5
$16.2
$14.8
$13.7
$13.0
Non-GAAP operating income (NGOI)* ($MM)
GAAP operating income ($MM)
NGOI Margin* (%)
NGOI Compound Annual Growth Rate
$1,368
$1,405
$1,179
$1,134
8 %
r C A G R
5 - Y e a
$1,217
$987
$1,107
$1,048
$867
$820
$961
$742
7.4%
7.7%
7.5%
7.5%
7.6%
7.6%
CDW’s integrated technology
solutions and services helped
more than 250,000 business,
government, education and
healthcare customers in
150 countries navigate
an increasingly complex
IT landscape and optimize
the return on their
technology investment.
2015
2016
2017
2018
2019
2020
2015
2016
2017
2018
2019
2020
Non-GAAP net income* ($MM)
GAAP net income ($MM)
Non-GAAP net income per diluted share* ($)
Non-GAAP net income per diluted share
Compound Annual Growth Rate (%)
U.S. IT Spending Growth1
CDW Net Sales Compound Annual Growth Rate
9.0%
$954
$902
R
G
A
%
a r C
8
1
Y
e
$794
$789
$737
-
5
$643
$606
$523
$570
$425
$504
$403
$6.10
$6.59
$5.17
$3.43
$3.83
$2.93
7.4%
370 bps
250 bps
4.9%
5.3%
2015
2016
201 7
2018
2019
2020
2006-2020
2009-2020
Note: Prior period information for 2016 and 2017 has been adjusted
to reflect the full retrospective adoption of ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606).
* Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income and Non-GAAP net income per diluted share are
1 IDC Worldwide Black Book, 12/23/20
non-GAAP financial measures. Please refer to Use of Non-GAAP Financial Measures on the inside back cover for further information.
Balanced Performance:
All Six Customer
Sales Channels
over $1.4 Billion
in Net Sales
$2.1B
$1.7B
$3.5B
$3.0B
$1.4B
$6.8B
2020 Net Sales – $18.5 B
Corporate (>250 employees)
Small Business (<250 employees)
Government (Federal, State and Local)
Education (K-12, Higher Ed)
Healthcare
Other (Canada, UK)
COMPANY INFORMATION
Principal Location
CDW Corporation
75 Tri-State International
Lincolnshire, IL 60069
(847) 465-6000
Auditors
Ernst & Young LLP
155 North Wacker Drive
Chicago, IL 60606-1787
Common Stock Listing
the trading symbol CDW.
The company’s common stock is listed on Nasdaq under
Transfer Agent, Registrar and Dividend Disbursing Agent
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Email: web.queries@computershare.com
Telephone:
(800) 736-3001 (toll free)
(781) 575-3100 (toll number)
Vice President, Investor Relations and Financial Planning
Investor Relations Contact
Brittany A. Smith
and Analysis
(847) 968-0238
investorrelations@cdw.com
ended December 31, 2020.
CDW’s Annual Report, Form 10-K, Form 10-Q, proxy
statement and other filings with the Securities and
Exchange Commission, can be accessed on
investor.cdw.com under SEC filings.
Media Relations Contact
Sara Granack
(847) 419-7411
saragra@cdw.com
Vice President, Corporate Communications & Reputation
Forward-looking Statements
Statements in this annual report that are not statements
of historical fact are forward-looking statements within the
meaning of the federal securities laws, including without limitation
statements regarding the future financial performance of CDW.
These statements involve risks and uncertainties that may cause
actual results or events to differ materially from those described
in such statements. Important factors that could cause actual
results or events to differ materially from CDW’s expectations, or
cautionary statements, are disclosed under the sections entitled
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included in CDW’s
Annual Report on Form 10-K for the year ended December 31, 2020
(the “Form 10-K”) and in CDW’s subsequent Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission.
Refer to page 3 of the Form 10-K for additional information. CDW
undertakes no obligation to publicly update or revise any forward-
looking statement as a result of new information, future events or
otherwise, except as required by law.
Use of Non-GAAP Financial Measures
Non-GAAP operating income, Non-GAAP operating income
margin, Non-GAAP net income, and Non-GAAP net income per
diluted share are not based on generally accepted accounting
principles in the United States (“non-GAAP”). CDW believes
these non-GAAP financial measures provide helpful information
with respect to the underlying operating performance of CDW’s
business, as they remove the impact of items that management
income is included on page 27 of the Form 10-K, and a
reconciliation of Non-GAAP net income (which is divided by
fully diluted, weighted-average common shares outstanding of
144.8 million in 2020, 147.8 million in 2019, 153.6 million in 2018,
158.2 million in 2017, 166.0 million in 2016, and 171.8 million in 2015
to arrive at Non-GAAP net income per diluted share for those
periods) to net income is included on page 28 of the Form 10-K.
Reconciliations for these financial measures are also included
on the investor relations section of the company website at
www.cdw.com. Non-GAAP measures used by CDW may differ
from similar measures used by other companies, even when
similar terms are used to identify such measures.
Upon written request to Investor Relations, we will provide,
believes are not reflective of underlying operating performance.
free of charge, a copy of our Form 10-K for the fiscal year
A reconciliation of Non-GAAP operating income to operating
The printer and paper utilized for this report have been certified by the Forest Stewardship
Council® (FSC®), which promotes environmentally appropriate, socially beneficial and
economically viable management of the world’s forests. This report is on paper made from
mixed sources of post-industrial recycled and virgin fiber.
CDW CORPORATION
CDW CORPORATION 1Dear Fellow Stakeholders:2020 was an extraordinary year. While we always experience unforeseen events, the COVID-19 pandemic drove unprecedented disruption–nearly instantaneous worldwide economic impact, global supply chain disruption, and extreme shifts in customer needs and digital transformation imperatives. CDW coworkers found inspiration in our shared mission and worked unwaveringly to provide our customers with technologies that helped dramatically change how and where they worked, learned, connected and served their stakeholders and communities. I am proud of the work we did to support these businesses and institutions, all of which epitomized great courage and resilience in the face of the pandemic. Amidst significant turmoil, the experience and commitment of our coworkers, the depth of our capabilities and the breadth of our scale enabled us to meet the moment–helping our customers address their critical technology and operational needs with creativity and agility. CEO STAKEHOLDER LETTEROur mission at CDW has always been to help our customers navigate and be successful in a changing world.Our teams rapidly adapted to new ways of working. We prioritized safeguarding the health and well-being of our distribution and configuration center coworkers–one of our most important responsibilities as an essential business–while maintaining outstanding customer service. We enabled our office coworkers to work remotely and took actions to foster collaboration and enhance coworker engagement–maintaining connectivity and productivity to bolster our culture even while distanced. Our continued focus on execution and our position as a trusted advisor to our customers fueled our record results and market outperformance.Performance HighlightsWe meaningfully outperformed the US IT market again in 2020, by greater than 400 basis points, delivering Net sales of $18.5 billion, up nearly half-a-billion dollars year over year, or 2.4% versus an estimated US IT market decline of low single digits. Non-GAAP earnings per share grew 8.0%. All five of our US sales channels–Corporate, Small Business, Government, Education, and Healthcare–surpassed $1.4 billion in Net sales, and our UK and Canada operations exceeded $2 billion in Net sales.Two drivers of our strong results were our execution of the final stages of our multiyear Device-as-a-Service solution for the US Census Bureau to transform the nation’s population count from paper to digital; and meeting the extraordinary demands from educational systems to facilitate virtual learning needs in the US, UK and Canada. We generated record free cash flow of $1.2 billion in the year. In November, our confidence in the ongoing free cash flow generation of the business led us to increase our dividend for the seventh consecutive year since our initial public offering in 2013, and, in February 2021, our Board of Directors authorized a $1.25 billion increase to the company’s share repurchase program. Delivered Full Customer OutcomesOur integrated technology solutions and services helped more than 250,000 business, government, education and healthcare customers in 150 countries. We leveraged our broad and deep portfolio of more than 100,000 products, services and solutions from 1,000+ leading and emerging technology brands. Customers repeatedly selected CDW because they trusted us–for our comprehensive solutions portfolio, for our ability to simplify complex technology choices and for our expertise in helping evolve their technology environments. There was a flight to quality as customers sought to de-risk projects and their technology investments. The trust our customers place in us as their strategic partner mattered more than ever in 2020. MANAGEORCHESTRATEDESIGNON PREMISEON JOURNEYON MULTI-CLOUDSolutionDesignsSolutionBuildsOperations& SupportPlatform DesignsCloud Services BuildsCloud Services & ResourcesTransformationDesignsUpgrades & MigrationsManaged MigrationsBroad Portfolio of Solutions and Services The breadth of our product and solutions portfolio ensures we are well-positioned to meet our customers’ needs and pivot quickly to trends in customer demand.We will continue to invest, organically and inorganically, in high-growth solutions and services capabilities. CDW CORPORATION 32 CDW CORPORATIONEnabled A Virtual WorldIn 2020, we equipped our customers in every vertical and industry to work, teach and provide services from anywhere and in new ways. We created turnkey solutions, allowing our sales teams to offer end-to-end remote enablement technologies at scale. These solutions were flexed to meet the needs of a diverse set of customers across public and private sectors, both in the US and internationally. In the education sector, we facilitated virtual learning by designing, delivering and managing a range of technology solutions to optimize the learning experience at home, in the classroom and in hybrid environments. In healthcare, we facilitated the growth of virtual care, provided solutions to allow the efficient operations of both small and large health systems and designed and integrated an urgently needed automated vaccine workflow management solution. Simplifying Complex Technology Choices Throughout our 36-year history, we have actively evolved our capabilities to be continually relevant to customers in any environment (on-premise, hybrid and multi-cloud) and to support them across the entire technology lifecycle–from selecting vendors to designing, deploying, optimizing and managing a customer’s technology ecosystem. As customers accelerated their digital transformation journeys, desiring speed, flexibility and security, we assisted them in evaluating all aspects of their technology portfolio and making prudent choices such as migrating to as-a-service solutions.Added Value Through ServicesServices play a key role at every stage of the customer journey and help build enduring relationships with our customers. Our services expertise ranges from configuration and maintenance to advanced advisory, design, implementation and managed engagements across hybrid infrastructure, workspace, security and support. We’ve expanded our cloud certifications as an Amazon Web Services Master Service Provider and a Microsoft Azure Expert Master Service Provider.We’ve also deepened our services talent and skills through acquisition. We acquired IGNW in 2020, a leading provider of cloud-native services, software development and data orchestration capabilities. IGNW, now our CDW Digital Velocity practice, helps customers accelerate their digital strategies, whether modernizing applications for the cloud, automating cloud and hybrid infrastructure, or managing complex digital projects to deliver outcomes more efficiently. We also expanded our ServiceNow practice with the acquisitions of Aeritae and Southern Dakota Solutions, bolstering our consulting and service delivery talent in our IT service management and digital workflow platforms practice. And in March 2021, we announced the acquisition of Amplified IT, a Google Premium education partner and leading provider of Google services, solutions, and software for education customers. Acquisitions in high growth services areas will continue to be an important priority within our capital allocation and growth strategies. CustomerValueAn Advantaged Business ModelIntimate Knowledgeof IT Environmentand LandscapeVendorPartnerValueCDW sits between customers and vendor partners, creating value for both. VALUE TO CUSTOMERS• Broad selection of products and multi-branded IT solutions• Value-added services with integration capabilities• Highly-skilled specialists and engineers• Solutions across IT lifecycleVALUE TO VENDOR PARTNERS • Access to more than 250,000 customers• Large and established customer channels• Strong distribution and implementation capabilities• Customer relationships driving insight into technology roadmapsFull Solutions and Full StackAs a trusted advisor, we help customers navigate and be successful in an ever-changing world by providing them the technology advice and solutions they need, when, where and how they need them. ListenMULTI-CLOUDSERVICESSOFTWAREHARDWARE While the challenges of 2020 tested
all of us, I believe they ultimately
strengthened CDW’s position as an
industry leader and value creator
for stakeholders. I am continuously
inspired by the remarkable dedication
and heart of our CDW coworkers and
our commitment to one another, our
customers, our vendor partners, our
communities and all our stakeholders.
Thank you for your partnership. We look
forward to continuing to earn your trust
in 2021 and beyond.
Christine A. Leahy
President and Chief Executive Officer
April 8, 2021
Our Mission Forward
As technology continues its inevitable
path of disruption and creation, we will
continue to adapt and thoughtfully
balance continuity and change. Most
importantly, we will continue to do
what we do best–help our customers
navigate an ever-changing world and
maximize their technology investments
to succeed in their missions. As a trusted
strategic advisor, CDW plays a dual role
as a technology advisor and solutions
provider to enable technology-driven
transformations. We will stay ahead of
the technology curve to understand the
implications of emerging areas to help
customers see, understand and migrate
to the next wave of opportunity. We are
technology agnostic and technology
ready–with fluency across technologies
and brands and with an unbiased
mindset. We will meet our customers at
any stage of their technology lifecycle,
serve their full technology stack and
respond to their preferred ways of
buying and engagement.
As we look to the future, there is no
doubt that technology will be more
essential. Our customers will encounter
a world of proliferating technology
choices and will value a partner with
broad and deep technology expertise,
along with the ability to implement and
deliver. We are in a unique position to
deliver on this future. I am confident
that we have the right strategy and
remain committed to investing in our
business to serve our customers for
the long term.
With Appreciation
I want to extend my heartfelt thanks and
appreciation to Steve Alesio, Barry Allen
and Ben Chereskin, who are retiring from
our Board of Directors in accordance
with our term policies. Their indelible
impact is reflected in the exceptional
long-term value created for all our CDW
stakeholders during their distinguished
tenures. We are grateful for their service.
I am pleased to welcome Anthony Foxx
and Sanjay Mehrotra to our Board of
Directors. Their unique perspectives,
broad experiences, and expertise in
technology and innovation will benefit
CDW as we continue innovating for our
customers, investing in our coworkers
and growing our business.
Driving Student Success Through Technology
The extraordinary work of CDW’s Education sales team in 2020 helped our customers and vendor partners address a broad
and compelling need: enabling remote learning during a public health emergency. We helped millions of teachers and students
in new learning environments—whether they were remote, hybrid or in-person.
• When the Mississippi Department of Education sought to implement its Equity in Distance Learning Program, one of
the largest education technology initiatives in the US in the last decade, the department selected CDW’s K12 team as its
trusted partner to enable remote learning for every public school student in the state. We leveraged our logistical excellence,
our broad services capabilities and our strong vendor partner relationships to urgently procure and deploy approximately
270,000 secure devices and accessories with ongoing services support.
• CDW’s UK team helped the London Grid for Learning, a charitable trust dedicated to the advancement of education,
to develop and provide unique turnkey solutions comprised of client devices, accessories, software and services to
hundreds of schools across the UK. In collaboration with our vendor partners, we were able to provide the best possible
device availability for the customer despite ongoing global supply constraints. Our distribution center in the UK has
delivered more than 115,000 configured units to hundreds of schools.
2 CDW CORPORATION
CDW CORPORATION 3
GOVERNANCE AND LEADERSHIP
Board of Directors
Virginia C. Addicott
Retired President and
Chief Executive Officer,
FedEx Custom Critical
Steven W. Alesio*
Former Chairman and
Chief Executive Officer,
Dun & Bradstreet Corporation
Barry K. Allen*
Operating Partner,
Providence Equity Partners L.L.C.;
President,
Allen Enterprises, LLC
James A. Bell
Retired Executive Vice President,
Corporate President and
Chief Financial Officer,
The Boeing Company
*Retiring immediately prior to the 2021 Annual Meeting
Benjamin D. Chereskin*
President,
Profile Capital Management LLC
Lynda M. Clarizio
Former Executive Vice President,
Strategic Initiatives,
The Nielsen Company (US), LLC
Paul J. Finnegan
Co-Chief Executive Officer,
Madison Dearborn Partners, LLC
Anthony R. Foxx
Chief Policy Officer & Senior
Advisor to the President &
Chief Executive Officer,
Lyft, Inc.
Christine A. Leahy
President and Chief Executive Officer,
CDW Corporation
Sanjay Mehrotra
President and Chief Executive Officer,
Micron Technology, Inc.
David W. Nelms
Non-Executive Chairman of the Board,
CDW Corporation;
Retired Chairman and
Chief Executive Officer,
Discover Financial Services
Joseph R. Swedish
Retired Chairman, President and
Chief Executive Officer,
Anthem, Inc.
Donna F. Zarcone
Retired President and
Chief Executive Officer,
The Economic Club of Chicago
Executive Committee
Christine A. Leahy
President and Chief Executive Officer
Christina M. Corley
Chief Commercial and Operating Officer
Jill M. Billhorn
Senior Vice President, Corporate Sales
Sona Chawla
Chief Growth and Innovation Officer
Mark C. Chong
Senior Vice President, Strategy
and Marketing
Elizabeth H. Connelly
Chief Human Resources Officer and
Senior Vice President, Coworker Services
Andrew J. Eccles
Senior Vice President, Integrated
Technology Solutions
Douglas E. Eckrote
Senior Vice President, Small Business
Sales and eCommerce
Collin B. Kebo
Senior Vice President and
Chief Financial Officer
Robert F. Kirby
Senior Vice President, Public Sales
Frederick J. Kulevich
Senior Vice President, General Counsel
and Corporate Secretary
Aletha Noonan
Senior Vice President, Product and
Partner Management
Christina V. Rother
Senior Vice President,
Strategic Initiatives
Sanjay Sood
Senior Vice President
and Chief Technology Officer
4 CDW CORPORATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 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
(State or other jurisdiction of
incorporation or organization)
75 Tri-State International
Lincolnshire , Illinois
(Address of principal executive offices)
26-0273989
(I.R.S. Employer
Identification No.)
60069
(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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ý Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes ý No
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 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. ý 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). ý 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
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
Non-accelerated filer
ý
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.
Yes ☒ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business
day of the registrant's most recently completed second fiscal quarter, was $16,514 million, based on the per share closing sale price of $116.18 on
that date.
As of February 23, 2021, there were 140,991,095 shares of common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain parts of the registrant's definitive proxy statement for its 2021 annual meeting of stockholders to be held on May 20, 2021, which will be filed
with the Securities and Exchange Commission on or before April 30, 2021, are incorporated by reference into Part III of this Annual Report on Form
10-K.
CDW CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2020
TABLE OF CONTENTS
Business
Item
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
Information about our Executive Officers
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16.
SIGNATURES
Principal Accountant Fees and Services
Form 10-K Summary
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Page
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2
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 sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this report. 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 Securities and Exchange Commission ("SEC") filings and public
communications. You should evaluate all forward-looking statements 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.
3
Item 1. Business
Our Company
PART I
CDW Corporation (together with its subsidiaries, the "Company," "CDW" or "we"), a Fortune 500 company and member of the
S&P 500 Index, is a leading multi-brand provider of 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. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and
services that include on-premise, hybrid and cloud capabilities across data center and networking, digital workspace, security
and virtualization.
We are vendor, technology and consumption model "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 7,000 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 simplify the complexities of technology across design, selection, procurement, integration and management for our
customers. Our goal is to have our customers, regardless of their size, view us as a trusted adviser and extension of their IT
resources. Our multi-brand offering approach enables us to identify the products or combination of products from our vendor
partners that best address each customer's specific IT requirements.
We have capabilities to provide integrated IT solutions in more than 150 countries for customers with primary locations in the
US, UK and Canada, which are large and growing markets. According to the International Data Corporation ("IDC"), the total
US, UK and Canadian IT market generated approximately $1 trillion in sales in 2020. We believe our addressable markets in
the US, UK and Canada represent approximately $360 billion in annual sales. These are highly fragmented markets served by
thousands of IT resellers and solutions providers. For the year ended December 31, 2020, we estimate that our total Net sales of
$18.5 billion represented approximately 5% of our addressable markets. We believe that demand for IT will continue to outpace
general economic growth in the markets we serve, fueled by new technologies, including hybrid and cloud computing,
virtualization and mobility as well as growing end-user demand for security, efficiency and productivity.
Value Proposition
We are positioned in the middle of the IT ecosystem where we procure products from OEMs, software publishers, cloud
providers and wholesale distributors and provide added value to our customers by helping them navigate through complex
options and implement the best solution for their business. In this role, we believe we provide unique value to both our vendor
partners and our customers.
Our value proposition to our customers
● Broad selection of products and multi-branded IT solutions ● Access to over 250,000 customers
Our value proposition to our vendor partners
● Value-added services with integration capabilities
● Large and established customer channels
● Highly-skilled specialists and engineers
● Strong distribution and implementation capabilities
● Solutions across IT lifecycle
● Customer relationships driving insight into technology
roadmaps
Customers
We provide integrated IT solutions to over 250,000 small, medium and large business, government, education and
healthcare customers throughout the US, UK and Canada.
We serve our customers through sales teams focused on customer end-markets that are supported by technical specialists and
highly-skilled service delivery engineers. Our market segmentation allows us to customize our offerings and to provide
enhanced expertise in designing and implementing IT solutions that meet our customer's specific needs.
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
4
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").
In our US business, which represents approximately 90% of our revenues, we currently have five dedicated customer channels:
corporate, small business, government, education and healthcare, each of which generated $1.4 billion or greater in Net sales in
2020. Net sales to customers in the UK and Canada combined generated $2.1 billion in 2020. We believe this diversity of
customer end-markets provides us with multiple avenues for growth and has been a key factor in our ability to weather
economic and technology cycles and continue to gain market share.
Partners
We provide more than 100,000 products and services from more than 1,000 partners, including well-established companies
such as Adobe, APC, Apple, Cisco, Dell EMC, Google, Hewlett Packard Enterprise, HP Inc., IBM, Intel, Lenovo, Microsoft,
NetApp, Nutanix, Palo Alto Networks, Poly, Samsung, and VMware, as well as from emerging technology companies to
expand our portfolio. This broad portfolio of partners and technologies enables us to offer customers significant options and
meet customer demand for the products and solutions that best meet their needs. We believe our value proposition to vendor
partners enables us to evolve our offering as new technologies emerge and new companies seek us as a channel partner.
In 2020, we generated over $1.0 billion of Net sales from each of six vendor partners and over $100 million of Net sales from
each of fourteen other vendor partners. We have received the highest level of certification from major vendor partners such as
Cisco, Dell EMC, Hewlett Packard Enterprise, LG, Microsoft, Palo Alto Networks, Samsung, and VMware which reflects the
extensive product and solution knowledge and capabilities that we bring to our customers' IT challenges. These certifications
also provide us with access to favorable pricing, tools and resources, including vendor incentive programs, which we use to
provide additional value to our customers. Our vendor partners also regularly recognize us with top awards and select us to
develop and grow new customer solutions.
Product Procurement
We may purchase all or only some of the products our vendor partners offer for resale to our customers or for inclusion in the
solutions we 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 purchase software from major software
publishers and cloud providers for resale to our customers or for inclusion in the solutions we offer. Our agreements allow the
end-user customer to acquire cloud-based solutions software or licensed products and services.
In addition to purchasing products directly from our vendor partners, we purchase products from wholesale distributors for
resale to our customers or for inclusion in the solutions we offer. These wholesale distributors provide logistics management
and supply-chain services for us, as well as for our vendor partners.
For our US operations in 2020, we purchased approximately 50% of the products we sold as discrete products or as components
of a solution directly from our vendor partners and the remaining 50% from wholesale distributors. Purchases from our three
largest wholesale distributors, Ingram Micro, SYNNEX and Tech Data, were each approximately 10% of total US purchases in
2020.
Inventory Management
We operate two distribution centers in North America: a 513,000 square foot facility in North Las Vegas, Nevada, and a
442,000 square foot facility in Vernon Hills, Illinois. We also operate a 120,000 square foot distribution center in Rugby,
Warwickshire, UK. Leveraging our distribution and logistics capabilities, we handle and ship over 40 million units annually on
an aggregate basis from our distribution centers.
We also have drop-shipment arrangements with many of our OEMs and wholesale distributors, which permit us to offer
products to our customers without having to take physical delivery at our distribution centers. These arrangements represented
approximately 50% of total North America Net sales in 2020. Electronic delivery for software licenses are approximately 15%
of total North America Net sales in 2020.
We believe that the location of our distribution centers allows us to efficiently ship products to our customers and provide
timely access to our principal distributors. We believe that our logistics and configuration capabilities delivered by our highly
skilled and certified team enable us to customize technology for our customers to meet their unique needs.
We believe competitive sources of supply are available in substantially all of the product categories that we offer.
5
Competition
The market for technology products and services is highly competitive and subject to economic conditions and rapid
technological changes. Competition is based on many things, including the ability to tailor specific solutions to customer needs,
the quality and breadth of product and service offerings, knowledge and expertise of sales force, customer service, price,
product availability, speed of delivery and credit availability. We face competition from resellers, direct manufacturers, large
service providers, cloud providers, telecommunication companies, and to a lesser extent e-tailers and retailers. Smaller, local or
regional value-added resellers typically focus on a single solution suite or portfolio of solutions from one or two vendor
partners.
We believe we are well positioned to compete within this marketplace due to our competitive advantages. We expect the
competitive landscape to continue to evolve as new technologies are developed. While innovation can help our business as it
creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For
additional information on the risks associated with competition, see "Item 1A. Risk Factors."
We believe we have sustainable competitive advantages that differentiate us in the marketplace. We have built a strong sales
organization and deep services and solutions capabilities over time and expect to continue to invest to enhance these
capabilities, which we believe when combined with our competitive advantages of scale and a performance driven culture, will
help drive sustainable, profitable growth for us today and in the future. Our scale enables us to have a national and international
footprint, as well as invest in resources to meet specific customer end-market needs. Our sellers are organized around unique
customer end-markets that are both vertically and geographically focused. Our scale enables our ability to invest in technical
coworkers who work directly with our sellers to help customers implement increasingly complex IT solutions. Our scale also
enables us to operate our three distribution centers (two in the US and one in the UK), which combined are more than 1 million
square feet in size. We have cross-border relationships that enable us to serve the needs of our US, UK and Canadian-based
customers in more than 150 countries. Our strong, execution-oriented culture is underpinned by our compensation system.
Our Offerings
Our offerings range from discrete hardware and software products and services to complex integrated solutions including one or
more of these elements. We believe our customers increasingly view technology purchases as integrated solutions rather than
discrete product and services categories. We estimate that more than 40% of our Net sales in 2020 in the US came from sales of
product categories and services typically associated with solutions. Our hardware products include notebooks/mobile devices
(including tablets), network communications, desktop computers, video monitors, enterprise and data storage, and other
hardware. Our software products include application suites, security, virtualization, operating systems and network
management. Our services include advisory and design, software development, implementation, managed services and
warranties.
IT is critical to both "run the business" and drive greater growth and productivity. To help our customers accomplish this, we
have built a robust portfolio of solutions across data center, digital workspace, security, virtualization and services that we
provide in physical, virtual, or cloud-based environments.
We provide customers with cloud solutions and services through public cloud solutions, which reside off customer premises on
a public (shared) infrastructure, private cloud solutions, which reside on customer premises, and hybrid cloud solutions that
deliver the benefits of both public and private solutions. Our migration, integration and managed services help our customers
simplify cloud adoption, as well as the ongoing management of cloud solutions, across the entire IT lifecycle. Service delivery
engineers work with our customers to design cloud solutions meeting their organizational, technology and financial objectives.
We offer a broad portfolio of integrated solutions that include the following on-premise, hybrid and cloud capabilities:
•
•
Data Center and Networking: We assess our customers application infrastructure need, design flexible, resilient and
efficient solutions and manage the solution throughout its lifecycle. Our broad portfolio of hardware and software
products, encompassing both on and off-premise solutions, enables us to provide well-integrated solutions, including
converged and hyper-converged infrastructure, physical and virtualized servers, software defined automation and
orchestration solutions, hybrid storage, energy-efficient power and cooling, and networking.
Digital Workspace: We build end-to-end solutions that deliver access to applications that improve our customers'
productivity regardless of device or location. We connect our customers' physical devices, including laptops, desktops,
IP Phones, mobile devices and print systems. We utilize collaboration solutions to unite applications via the integration
of products that facilitate the use of multiple enterprise communication methods including email, persistent chat, social
media, voice and video. We also host cloud-based collaboration solutions. Our solutions provide the tools that allow
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•
•
•
our customers' employees to share knowledge, ideas and information among each other and with clients and
partners effectively, securely and quickly.
Security: We assess our customers' security needs and provide them with tools and services to help effectively manage
risk. We are a security solutions integrator that combines our expertise in design, solution architecture and
implementation services. Our customer solutions can take the form of hardware, software or Software as a Service
across a multitude of categories such as: endpoint security, email security, web security, intrusion prevention,
authentication, firewall, virtual private network services and network access control. Security consulting engagements
include security assessment, policy and procedure gap analysis, security roadmaps and health checks.
Virtualization: We design and implement server, storage and desktop virtualization solutions. Virtualization enables
our customers to efficiently utilize infrastructure resources by running multiple, independent, virtual operating systems
or containers on a single computer and multiple virtual compute instances simultaneously on a single server.
Virtualization also can separate a desktop environment and associated application software from the hardware device
that is used to access it, and provides employees with remote desktop access. Our specialists assist customers with the
steps of implementing virtualization solutions, including evaluating network environments, software tools and
development processes, deploying shared storage options and licensing platform software.
Services: We help organizations design, orchestrate and manage technology for their unique needs. Our offerings are
designed to highlight our expertise in the most critical technology areas for our customers. Our service delivery
engineers have expertise which include integrated cloud, collaboration, data center, mobility and security business
technology, from the physical to the application layer. We leverage best-in-class partner technology platforms to
seamlessly architect and manage disparate IT platforms into integrated business technology solutions.
Although we believe customers increasingly view technology purchases as solutions rather than discrete product and service
categories, our Net sales by major category, based upon our internal category classifications, was as follows:
2020
Year Ended December 31,
2019(1)
2018(1)
Dollars in
Millions
Percentage
of Total
Net Sales
Dollars in
Millions
Percentage
of Total
Net Sales
Dollars in
Millions
Percentage
of Total
Net Sales
Notebooks/Mobile Devices
$ 5,486.2
29.7 % $ 4,344.9
24.1 % $ 3,843.3
23.7 %
Netcomm Products
Desktops
Video
Enterprise and Data Storage
(Including Drives)
Other Hardware
Total Hardware
Software(2)
Services(2)
Other(3)
Total Net sales
1,955.0
1,132.4
1,190.8
947.4
4,121.6
14,833.4
2,581.0
913.9
139.2
10.6
6.1
6.4
5.1
22.3
80.2
14.0
4.9
0.9
2,189.1
1,547.3
1,272.9
1,147.6
3,980.4
14,482.2
2,585.0
840.9
124.3
12.1
8.6
7.1
6.4
22.1
80.4
14.3
4.7
0.6
2,116.6
1,254.9
1,184.1
1,102.4
3,630.4
13,131.7
2,299.1
695.9
113.8
13.0
7.7
7.3
6.8
22.4
80.9
14.2
4.3
0.6
$ 18,467.5
100.0 % $ 18,032.4
100.0 % $ 16,240.5
100.0 %
(1)
(2)
Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the
year ended December 31, 2020.
Certain software and services revenue is recorded on a net basis for accounting purposes, so the category percentage of
Net sales is not representative of the category percentage of gross profits.
(3)
Includes items such as delivery charges to customers.
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Our Internal Capabilities
Human Capital Management
Our culture is reflected through our coworkers, who are driven to serve our customers, our partners, our communities and all
our stakeholders. We provide our coworkers with diverse experiences, engagement opportunities, strong training and
development, competitive compensation and meaningful careers, which creates a high-performance culture that is central to
CDW’s success. We know that an inclusive environment produces the best ideas and our coworkers are driven to finding the
best technology solutions to enable the mission-driven needs of our customers.
We have approximately 10,000 coworkers across the globe, with 7,800 coworkers in the US, 1,400 in the UK and 800 in
Canada. More than 50% of our US Net sales are generated by account managers who have more than seven years of tenure with
CDW. Our coworker relations are strong and none of our coworkers are covered by collective bargaining agreements.
Diversity, Equity and Inclusion
CDW’s commitment to diversity, equity and inclusion is a core value-shaping who we are, and how we work, grow and do
business. We remain steadfast in our commitment to a culture of inclusion and equity, where everyone feels they belong.
Our diversity, equity and inclusion efforts prioritize fostering an inclusive environment for coworkers and job candidates that
cannot be separated from how we work with customers, partners and the community. It all comes back to our character, values
and ethics as an organization. We are intent on making sure our values are not just words on a page, but spur behavior where
everyone feels they are seen, heard and valued.
Training & Development
We focus on skills enhancement, leadership development, innovation excellence and professional growth throughout our
coworkers’ careers at CDW. Our programs include: leadership development trainings, unique developmental opportunities for
our high-potential emerging leaders, a 24-month training program for new North American sales coworkers, an 18-month
apprentice-style program for aspiring engineers, and coworker access to over 15,000 on-demand, educational modules.
Total Rewards
Our Pay-for-Performance total rewards philosophy provides market competitive compensation aligned with company
performance. We further align our sellers’ compensation to their individual performance by providing substantially uncapped
commission opportunity. We provide a comprehensive benefits package to our coworkers, including healthcare, retirement
plans with profit sharing and match, tuition assistance, inclusive parental leave policies, adoption assistance, paid time off, paid
volunteer hours and philanthropic match programs based upon eligibility and location.
Health and Safety
At the beginning of the pandemic, we identified three key principles, which have guided us. First, safeguard the health and
well-being of our coworkers, second, serve the mission-driven needs of our customers, and third, support our communities. 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 work 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, temperature screening for anyone entering the facilities, expanded health and safety training, increased available
mental health resources, and increased sick days for impacted coworkers.
Oversight and Management
Our Coworker Services organization is responsible for the strategy and management of coworker-related matters, working in
concert with all our leaders. Our Board understands the importance of our inclusive, performance-driven culture to our ongoing
success and is actively engaged with our President and Chief Executive Officer and our Chief Human Resources Officer across
a broad range of human capital management topics.
Marketing
We market the CDW brand to US, UK and Canadian audiences using a variety of channels that include online, broadcast, print,
social and other media. We market to current and prospective customers through integrated marketing programs including
behaviorally targeted email, print, online media, events and sponsorships, as well as broadcast media. This promotion is also
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supported by integrated communication efforts targeting decision-makers, influencers and the general public using a
combination of news releases, case studies, media interviews and speaking opportunities.
As a result of our relationships with our vendor partners, a significant portion of our advertising and marketing expenses is
reimbursed through cooperative advertising programs. 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. We believe that our results and
analytical techniques that measure the efficacy of our marketing programs differentiate us from our competitors.
Information Technology Systems
We maintain customized IT and unified communication systems that enhance our ability to provide prompt, efficient and expert
service to our customers. In addition, these systems enable centralized management of key functions, including purchasing,
inventory management, billing and collection of accounts receivable, sales and distribution. Our systems provide us with
thorough and detailed information regarding key aspects of our business. These capabilities help us to continuously enhance
productivity, ship customer orders quickly and efficiently, respond appropriately to industry changes and provide high levels of
customer service. We believe our websites, which provide electronic order processing and advanced tools, such as order
tracking, reporting and asset management, make it easy for customers to transact business with us and ultimately strengthen our
customer relationships.
History
Founded in 1984, CDW became a public company in 1993. In 2006, we acquired Berbee Information Networks Corporation to
expand our capabilities in customized engineering services and managed services. In 2007, we went private and then became
public again in 2013.
In 2015, we acquired control of 100% of UK-based IT solutions provider, Kelway TopCo Limited. Rebranded CDW UK in
2016, the acquisition extended our footprint into the UK.
In 2019, we acquired Canada-based technology solutions provider, Scalar Decisions Inc.
Since 2019, we have made several smaller acquisitions to expand our capabilities in high-growth solutions and services areas,
including ServiceNow and cloud native capabilities.
Available Information
We maintain a website at www.cdw.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-
Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 with the SEC free of charge at our website as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or
connected to that site, are not incorporated into and are not a part of this report.
Item 1A. Risk Factors
There are many factors that could adversely affect our business, results of operations and cash flows, some of which are
beyond our control. The following is a description of some important factors that 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.
Business and Operational Risks
The outbreak of the novel coronavirus ("COVID-19") pandemic has adversely impacted and could continue to adversely
impact our business and results of operations and could also adversely impact our cash flows, financial condition and
liquidity.
The global spread of COVID-19 continues to create significant macroeconomic uncertainty, volatility and disruption. Many
governments and health authorities have implemented recommendations or mandates intended to slow the further spread of the
disease, such as shelter-in-place orders, resulting in the temporary closure of schools and non-essential businesses, or social
distancing measures, resulting in modified operations of various businesses including ours, and these measures may remain in
place for a significant period of time. While some of these restrictions have been lifted or eased in certain jurisdictions, the
resurgence of COVID-19 in other jurisdictions has slowed, and in some cases reversed, the reopening process. We could
experience disruptions, including as a result of resurgences of COVID-19, that prevent us from meeting the demands of our
9
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, modifications in the operation of facilities that remain open and disruptions of commercial delivery services. The
impact of COVID-19 and measures implemented to slow the spread have caused and could continue to cause delay in, or limit
the ability of, our customers to make timely payments to us and could materially increase our costs. In addition, the pandemic
has resulted in a widespread health crisis that has adversely affected 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 or volatility, 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 have adversely impacted and could continue to
adversely impact our business and results of operations and could also adversely impact our cash flows, financial condition and
liquidity. The extent to which the COVID-19 pandemic continues to impact 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, the severity and further spread of the outbreak, future resurgences and
reimplementation of closures, the availability, efficacy and acceptance of a vaccine, and actions taken to contain the virus, and
the effectiveness of these actions and how quickly and to what extent normal economic and operating conditions can resume
and be sustained. The COVID-19 pandemic has and may continue to have the effect of heightening many of the other risks
described in this "Risk Factors" section.
Our business depends on our vendor partner relationships and the terms of the agreements governing those relationships.
Our solutions portfolio includes products from OEMs, software publishers and cloud providers. We are authorized by these
vendor partners to sell all or some of their products via direct marketing activities. Our authorization with each vendor partner
is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, price
protection policies, purchase discounts and vendor partner programs and funding, including purchase rebates, sales volume
rebates, purchasing incentives and cooperative advertising reimbursements. However, we do not have any long-term contracts
with our vendor partners and many of these arrangements are terminable upon notice by either party. A reduction in vendor
partner programs or funding or our failure to timely react to changes in vendor partner programs or funding could have an
adverse effect on our business, results of operations or cash flows. In addition, a reduction in the amount or a change in the
terms of credit granted to us by our vendor partners could increase our need for, and the cost of, working capital and could have
an adverse effect on our business, results of operations or cash flows, particularly given our level of indebtedness.
From time to time, vendor partners may terminate or limit our right to sell some or all of their products or change the terms and
conditions or reduce or discontinue the incentives that they offer us. For example, there is no assurance that, as our vendor
partners continue to sell directly to end users and through resellers, they will not limit or curtail the availability of their products
to solutions providers like us. Any such termination or limitation or the implementation of such changes could have a negative
impact on our business, results of operations or cash flows.
We purchase the products included in our portfolio both directly from our vendor partners and from wholesale distributors.
Although we purchase from a diverse vendor base, in 2020, products we purchased from wholesale distributors Ingram Micro,
SYNNEX and Tech Data each represented approximately 10% of total US purchases. In addition, sales of products
manufactured by Apple, Cisco, Dell EMC, HP Inc., Lenovo and Microsoft, whether purchased directly from these vendor
partners or from a wholesale distributor, represented approximately 60% of our 2020 consolidated Net sales. Sales of products
manufactured by Dell EMC and HP Inc. represented approximately 25% of our 2020 consolidated Net sales. The loss of, or
change in business relationship with, any of these or any other key vendor partners, or the diminished availability of their
products, including due to backlogs for their products, could reduce the supply and increase the cost of products we sell and
negatively impact our competitive position.
Further, the sale, spin-off or combination of any of our vendor partners and/or certain of their business units, including any such
sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do
not sell, or our ability to develop relationships with and sell hardware, software and services from new and emerging vendors
and vendors that we have not historically represented in the marketplace, could have an adverse impact on our business, results
of operations or cash flows.
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Our sales are dependent on continued innovations in hardware, software and services offerings by our vendor partners
and the competitiveness of their offerings, and our ability to partner with new and emerging technology providers.
The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware,
software and services offerings, such as cloud-based solutions, including Software as a Service ("SaaS"), Infrastructure as a
Service ("IaaS") and Platform as a Service ("PaaS"); Device as a Service ("DaaS"); the Internet of Things ("IoT"); and artificial
intelligence. We have been and will continue to be dependent on innovations in hardware, software and services offerings, as
well as the acceptance of those innovations by customers. Also, customers may delay spending while they evaluate new
technologies. A decrease in the rate of innovation, a lack of acceptance of innovations by our customers or delays in technology
spending by our customers, could have an adverse effect on our business, results of operations or cash flows.
In addition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for
example by providing the appropriate training to our account managers, sales technology specialists and engineers to enable
them to effectively sell and deliver such new offerings to customers, our business, results of operations or cash flows could be
adversely affected.
We also are dependent upon our vendor partners for the development and marketing of hardware, software and services to
compete effectively with hardware, software and services of vendors whose products and services we do not currently offer or
that we are not authorized to offer in one or more customer channels. To the extent that a vendor's offering that is in high
demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another
vendor that we are authorized to sell in such customer channels, or if we are unable to develop relationships with new
technology providers or companies that we have not historically represented, our business, results of operations or cash flows
could be adversely impacted.
Substantial competition could reduce our market share and significantly harm our financial performance.
Our current competition includes:
•
•
•
•
•
•
•
resellers, such as Computacenter, Connection, ePlus, Insight Enterprises, NTT, Presidio, SCC, Softchoice, World
Wide Technology and many smaller resellers;
manufacturers who sell directly to customers, such as Adobe, Apple, Dell EMC, HP Inc. and Hewlett Packard
Enterprise;
large service providers and system integrators, such as Accenture, Dell EMC, Hewlett Packard Enterprise and IBM;
communications service providers, such as AT&T, CenturyLink and Verizon;
cloud providers, such as Amazon Web Services, Google and Microsoft;
e-tailers, such as Amazon and Newegg; and
retailers (including their e-commerce activities), such as Office Depot and Staples.
We expect the competitive landscape to continue to evolve as new technologies and consumption models are developed, such
as cloud-based and other "as a service" solutions, hyper-converged infrastructure and embedded software solutions. While
innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new
and stronger competitors. For instance, while cloud-based solutions present an opportunity for us, cloud-based solutions and
technology solutions as a service could increase the amount of sales directly to customers rather than through solutions
providers like us, or could reduce the amount of hardware we sell. In addition, some of our hardware and software vendor
partners sell, and could intensify their efforts to sell, their products directly to our customers. Moreover, traditional OEMs have
increased their services capabilities through mergers and acquisitions with service providers, which could potentially increase
competition in the market to provide comprehensive technology solutions to customers. If we are unable to effectively respond
to the evolving competitive landscape, or respond in a manner that is less effective than that of our competitors, our business,
results of operations or cash flows could be adversely impacted.
We focus on offering a high level of service to gain new customers and retain existing customers. To the extent we face
increased competition to gain and retain customers, we may be required to reduce prices, increase advertising expenditures or
take other actions which could adversely affect our business, results of operations or cash flows. Additionally, some of our
competitors may reduce their prices in an attempt to stimulate sales, which may require us to reduce prices. This would require
us to sell a greater number of products to achieve the same level of Net sales and Gross profit. If such a reduction in prices
11
occurs and we are unable to attract new customers and sell increased quantities of products, our sales growth and profitability
could be adversely affected.
The success of our business depends on the continuing development, maintenance and operation of our information
technology systems.
Our success is dependent on the accuracy, proper utilization and continuing maintenance and development of our information
technology systems, including our business systems, such as our sales, customer management, financial and accounting,
marketing, purchasing, warehouse management, e-commerce and mobile systems, as well as our operational platforms,
including voice and data networks and power systems. The quality and our utilization of the information generated by our
information technology systems, and our success in implementing new systems and upgrades, affects, among other things, our
ability to:
•
•
•
•
•
conduct business with our customers, including delivering services and solutions to them;
manage our inventory, accounts receivable and accounts payable;
support planned growth in services and solutions and continued evolution of the business;
purchase, sell, ship and invoice our hardware and software products and provide and invoice our services efficiently
and on a timely basis; and
maintain our cost-efficient operating model while scaling our business.
The integrity of our information technology systems is vulnerable to disruption due to forces beyond our control. While we
have taken steps to protect our information technology systems from a variety of threats, both internal and external, and from
human error, there can be no guarantee that those steps will be effective. Furthermore, although we have redundant systems at a
separate location to back up our primary systems, there can be no assurance that these redundant systems will operate properly
if and when required. Any disruption to or infiltration of our information technology systems could significantly harm our
business or results of operations.
Breaches of data security and the failure to protect our information technology systems from cybersecurity threats could
adversely impact our business.
Our business involves the storage and transmission of proprietary information and sensitive or confidential data, including
personal information of coworkers, customers and others. In connection with our services business, some of our coworkers
have access to our customers' confidential data and other information. Additionally, third parties, such as data center colocation
and hosted solution partners, provide services to us and as a component of our services delivery to customers. These third
parties could also be a source of security risk in the event of a failure of their own security systems and infrastructure. We have
privacy and data security policies, practices and controls in place that are designed to prevent security breaches; however, as
newer technologies evolve, and the portfolio of the service providers we share confidential information with, or from which we
acquire software and/or hardware for our own internal use, expands as our business grows and the complexity of our business
overall increases, and as more business activities have shifted online due to the COVID-19 pandemic, we could be exposed to
increased risks from breaches in security, including those from human error, negligence or mismanagement or from illegal or
fraudulent acts, such as cyberattacks. The evolving nature of threats to data security, in light of new and sophisticated methods
used by criminals and cyberterrorists, state-sponsored organizations and nation-states, including computer viruses, malware,
phishing, misrepresentation, social engineering and forgery, make it increasingly challenging to anticipate and adequately
mitigate these risks.
Breaches in security could expose us, our supply chain, our customers or other individuals to significant disruptions and a risk
of public disclosure, loss or misuse of this information. Security breaches could result in legal claims or proceedings, liability or
regulatory penalties under laws protecting the privacy of personal information, as well as the loss of existing or potential
customers and damage to our brand and reputation. Moreover, media or other reports of perceived vulnerabilities in our
network security or perceived lack of security within our environment, even if inaccurate, could materially adversely impact our
reputation and business. The cost and operational consequences of implementing further data protection measures could be
significant. Such breaches, costs and consequences could adversely affect our business, results of operations or cash flows.
If we or our third-party service providers fail to provide high-quality services to our customers, our reputation, business,
results of operations or cash flows could be adversely affected.
Our services include field services, managed services, warranties, configuration services, partner services and telecom services.
Additionally, we deliver and manage mission critical software, systems and network solutions for our customers. We also offer
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certain services, such as implementation and installation services and repair services, to our customers through various third-
party service providers engaged to perform these services on our behalf. If we or our third-party service providers fail to
provide high-quality services to our customers or such services result in an unplanned disruption of our customers' businesses,
this could, among other things, result in legal claims and proceedings and liability for us. Moreover, as we expand our services
and solutions business and provide increasingly complex services and solutions, we may be exposed to additional operational,
regulatory and other risks. We also could incur liability for failure to comply with the rules and regulations applicable to the
new services and solutions we provide to our customers. If any of the foregoing were to occur, our reputation with our
customers, our brand and our business, results of operations or cash flows could be adversely affected.
If we lose any of our key personnel, or are unable to attract and retain the talent required for our business, our business
could be disrupted and our financial performance could suffer.
Our success is heavily dependent upon our ability to attract, develop, engage and retain key personnel to manage and grow our
business, including our key executive, management, sales, services and technical coworkers.
Our future success will depend to a significant extent on the efforts of our Chief Executive Officer, as well as the continued
service and support of our other executive officers and the effectiveness of our succession planning. Our future success also
will depend on our ability to retain and motivate our customer-facing coworkers, who have been given critical CDW knowledge
regarding, and the opportunity to develop strong relationships with, many of our customers. In addition, as we seek to expand
our offerings of value-added services and solutions, our success will even more heavily depend on attracting and retaining
highly skilled technology specialists and engineers, for whom the market is extremely competitive.
If we are unable to attract, develop, engage and retain key personnel, our relationships with our vendor partners and customers
and our ability to expand our offerings of value-added services and solutions could be adversely affected. Moreover, if we are
unable to continue to train our sales, services and technical personnel effectively to meet the rapidly changing technology needs
of our customers, the overall quality and efficiency of such personnel could decrease. Such consequences could adversely affect
our business, results of operations or cash flows.
A natural disaster or other adverse occurrence at one of our primary facilities or a third-party provider location could
damage our business.
We have two warehouse and distribution facilities in the US and one in the UK. If the warehouse and distribution equipment or
operations at one of our distribution centers were to be seriously damaged or disrupted by a natural disaster or other adverse
occurrence, including disruption related to political or social unrest, we could utilize another distribution center or third-party
distributors to ship products to our customers. However, this may not be sufficient to avoid interruptions in our service and may
not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs. In addition, we
operate numerous facilities which may contain both business-critical data and confidential information of our customers and
third parties, such as data center colocation and hosted solution partners, provide services as a component of our services
delivery to customers. A natural disaster or other adverse occurrence at any of our major sales offices or third-party provider
locations could negatively impact our business, results of operations or cash flows.
Increases in the cost of commercial delivery services or disruptions of those services could materially adversely impact our
business.
We generally ship hardware products to our customers by FedEx, United Parcel Service and other commercial delivery services
and invoice customers for delivery charges. If we are unable to pass on to our customers future increases in the cost of
commercial delivery services (including those that may result from an increase in fuel or personnel costs or a need to use higher
cost delivery channels during periods of increased demand), our profitability could be adversely affected. Additionally, strikes,
inclement weather, natural disasters or other service interruptions by such shippers or periods of increased demand on delivery
services could materially adversely affect our ability to deliver or receive products on a timely basis.
We are exposed to accounts receivable and inventory risks.
We extend credit to our customers for a significant portion of our sales, typically on 30-day payment terms. We are subject to
the risk that our customers may not pay for the products they have purchased, or may pay at a slower rate than we have
historically experienced, or may seek extended payment terms. This risk is heightened during periods of global or industry-
specific economic downturn or uncertainty, during periods of rising interest rates or, in the case of public sector customers,
during periods of budget constraints. Significant failures of customers to timely pay all amounts due to us could adversely
affect our business, results of operations or cash flows.
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We are also exposed to inventory risks as a result of the rapid technological changes that affect the market and pricing for the
products we sell. We seek to minimize our inventory exposure through a variety of inventory management procedures and
policies, including our rapid-turn inventory model, as well as vendor price protection and product return programs. However, if
we were unable to maintain our rapid-turn inventory model, if there were unforeseen product developments that created more
rapid obsolescence or if our vendor partners were to change their terms and conditions, our inventory risks could increase. We
also from time to time take advantage of cost savings associated with certain opportunistic bulk inventory purchases offered by
our vendor partners or we may decide to carry high inventory levels of certain products that have limited or no return privileges
due to customer demand or request or to manage supply chain interruptions. If we purchase inventory in anticipation of
customer demand that does not materialize, or if customers reduce or delay orders, and if we were unable to return the
inventory to a vendor partner, we would be exposed to an increased risk of inventory obsolescence.
We could be exposed to additional risks if we continue to make strategic investments or acquisitions or enter into alliances.
We may continue to pursue transactions, including strategic investments, acquisitions or alliances, in an effort to extend or
complement our existing business. These types of transactions involve numerous business risks, including finding suitable
transaction partners and negotiating terms that are acceptable to us, the diversion of management's attention from other business
concerns, extending our product or service offerings into areas in which we have limited experience, entering into new
geographic markets, the potential loss of key coworkers or business relationships and successfully integrating acquired
businesses. There can be no assurance that the intended benefits of our investments, acquisitions and alliances will be realized,
or that those benefits will offset these numerous risks or other unforeseen factors, any of which could adversely affect our
business, results of operations or cash flows.
In addition, our financial results could be adversely affected by financial adjustments required by generally accepted accounting
principles in the United States of America ("US GAAP") in connection with these types of transactions where significant
goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets becomes
impaired, we may be required to incur material charges relating to the impairment of those assets.
Our future operating results may fluctuate significantly, which may result in volatility in the market price of our stock and
could impact our ability to operate our business effectively.
We may experience significant variations in our future quarterly results of operations. These fluctuations may cause the market
price of our common stock to be volatile and may result from many factors, including the condition of the technology industry
in general, shifts in demand and pricing for hardware, software and services and the introduction of new products or upgrades.
Further, if our customers’ businesses are adversely affected by the impact of COVID-19, they might delay or reduce purchases
from us, which could adversely affect our results of operations.
Our operating results are also highly dependent on our level of Gross profit as a percentage of Net sales. Our Gross profit
percentage fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic
conditions; pricing pressures; changes in product costs from our vendor partners; the availability of price protection, purchase
discounts and incentive programs from our vendor partners; changes in product, order size and customer mix; the risk of some
items in our inventory becoming obsolete; increases in delivery costs that we cannot pass on to customers; and general market
and competitive conditions.
In addition, our cost structure is based, in part, on anticipated sales and gross margins. Therefore, we may not be able to adjust
our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall, and any such inability
could have an adverse effect on our business, results of operations or cash flows.
Fluctuations in foreign currency have an effect on our reported results of operations.
Our exposure to fluctuations in foreign currency rates results primarily from the translation exposure associated with the
preparation of our Consolidated Financial Statements. While our Consolidated Financial Statements are reported in US dollars,
the financial statements of our subsidiaries outside the US are prepared using the local currency as the functional currency and
translated into US dollars. As a result, fluctuations in the exchange rate of the US dollar relative to the local currencies of our
international subsidiaries, particularly the British pound and the Canadian dollar, could cause material fluctuations in our
reported results of operations. We also have foreign currency exposure to the extent sales and purchases are not denominated in
a subsidiary's functional currency, which could have an adverse effect on our business, results of operations or cash flows.
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Macroeconomic and Industry Risks
Global and regional economic and political conditions may have an adverse impact on our business.
Weak economic conditions generally, sustained uncertainty about global economic and political conditions, government
spending cuts and the impact of new government policies (including the introduction of new or increased taxes), or a tightening
of credit markets, including as a result of the COVID-19 pandemic, could cause our customers and potential customers to
postpone or reduce spending on technology products or services or put downward pressure on prices, which could have an
adverse effect on our business, results of operations or cash flows. For example, there continues to be uncertainty regarding the
economic and other impacts of the UK's phased exit from the European Union ("EU") in 2020, referred to as "Brexit". An
agreement was reached between the UK and the EU in relation to their future relationship in certain areas, which included a
new trade and cooperation agreement relating principally to the free trade in goods (the "EU-UK Trade and Cooperation
Agreement"). While the EU-UK Trade and Cooperation Agreement provides clarity in respect of the free trade in goods
between the UK and the EU, there remain uncertainties related to the stability and effects of the new relationship. Potential
adverse consequences of Brexit and the uncertainties around EU-UK Trade and Cooperation Agreement include global market
uncertainty, volatility in currency exchange rates, additional costs and operational burdens associated with increased
operational restrictions on imports and exports between the UK and other countries and potentially increased regulatory
complexities, each of which could have a negative impact on our business, financial condition or results of operations. We have
established a presence in the Netherlands to help address future developments, as needed, for Brexit, which could add
complexity to our European operations as well as result in higher costs associated with serving our customers.
The interruption of the flow of products from suppliers could disrupt our supply chain.
Our business depends on the timely supply of products in order to meet the demands of our customers. Manufacturing
interruptions or delays, including as a result of the financial instability or bankruptcy of manufacturers, significant labor
disputes such as strikes, natural disasters, political or social unrest, pandemics (such as the COVID-19 pandemic) or other
public health crises, or other adverse occurrences affecting any of our suppliers' facilities, could disrupt our supply chain. We
could experience product constraints due to the failure of suppliers to accurately forecast customer demand, or to manufacture
sufficient quantities of product to meet customer demand (including as a result of shortages of product components), among
other reasons. Additionally, the relocation of key distributors utilized in our purchasing model could increase our need for, and
the cost of, working capital and have an adverse effect on our business, results of operations or cash flows.
Our supply chain is also exposed to risks related to international operations. While we purchase our products primarily in the
markets we serve (for example, products for US customers are sourced in the US), our vendor partners manufacture or purchase
a significant portion of the products we sell outside of the US, primarily in Asia. Political, social or economic instability in
Asia, or in other regions in which our vendor partners purchase or manufacture the products we sell, could cause disruptions in
trade, including exports to the US. Other events related to international operations that could cause disruptions to our supply
chain include:
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the imposition of additional trade law provisions or regulations, including the adoption or expansion of trade
restrictions;
the imposition of additional duties, tariffs and other charges on imports and exports, including any resulting retaliatory
tariffs or charges and any reductions in the production of products subject to such tariffs and charges;
foreign currency fluctuations; and
restrictions on the transfer of funds.
We cannot predict whether the countries in which the products we sell, or any components of those products, are purchased or
manufactured will be subject to new or additional trade restrictions or sanctions imposed by the US or foreign governments,
including the likelihood, type or effect of any such restrictions. Trade restrictions, including new or increased tariffs or quotas,
embargoes, sanctions, safeguards and customs restrictions against the products we sell, could increase the cost or reduce the
supply of product available to us and adversely affect our business, results of operations or cash flows. In addition, our exports
are subject to regulations, some of which may be inconsistent, and noncompliance with these requirements could have a
negative effect on our business, results of operations or cash flows.
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Our financial performance could be adversely affected by decreases in spending on technology products and services by our
public sector customers.
Our sales to our public sector customers and our other customers that do business with our public sector customers are impacted
by government spending policies, budget priorities and revenue levels. An adverse change in government spending policies
(such as budget cuts or limitations or temporary shutdowns of government operations), shifts in budget priorities or reductions
in revenue levels, could cause our impacted public sector customers or our other customers that do business with impacted
public sector customers to reduce or delay their purchases or to terminate or not renew their contracts with us, which could
adversely affect our business, results of operations or cash flows. Additionally, such adverse change in government spending
policies, shifts in budget priorities or reductions in revenue levels could impact cash collections from contracts with our
impacted public sector customers or other customers that do business with impacted public sector customers, which could
adversely affect our business, results of operations or cash flows.
Legal and Regulatory Risks
The failure to comply with our public sector contracts or applicable laws and regulations could result in, among other
things, termination, fines or other liabilities, and changes in procurement regulations could adversely impact our business,
results of operations or cash flows.
Revenues from our public sector customers are derived from sales to governmental entities, educational institutions and
healthcare customers through various contracts and open market sales of products and services. Sales to public sector customers
are highly regulated. Noncompliance with contract provisions, government procurement regulations or other applicable laws or
regulations (including the False Claims Act, the Medicare and Medicaid Anti-Kickback Statute or similar laws of the
jurisdictions for our business activities outside of the US) or security clearance and confidentiality requirements could result in
civil, criminal and administrative liability, including substantial monetary fines or damages, termination of government
contracts or other public sector customer contracts, and suspension, debarment or ineligibility from doing business with
governmental entities or other customers in the public sector. In addition, contracts in the public sector are generally terminable
at any time for convenience of the contracting agency or group purchasing organization ("GPO") or upon default. Furthermore,
our inability to enter into or retain contracts with GPOs may threaten our ability to sell to customers in those GPOs and
compete effectively. The effect of any of these possible actions or failures could adversely affect our business, results of
operations or cash flows. In addition, the adoption of new or modified procurement regulations and other requirements may
increase our compliance costs and reduce our gross margins, which could have a negative effect on our business, results of
operations or cash flows.
We are exposed to risks from legal proceedings and audits, which may result in substantial costs and expenses or
interruption of our normal business operations.
We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial,
employment, tort and other litigation.
We are subject to intellectual property infringement claims against us in the ordinary course of our business, either because of
the products and services we sell or the business systems and processes we use to sell such products and services, in the form of
cease-and-desist letters, licensing inquiries, lawsuits and other communications and demands. In our industry, such intellectual
property claims have become more frequent as the complexity of technological products and the intensity of competition in our
industry have increased. Increasingly, many of these assertions are brought by non-practicing entities whose principal business
model is to secure patent licensing revenue, but we may also be subject to demands from inventors, competitors or other patent
holders who may seek licensing revenue, lost profits and/or an injunction preventing us from engaging in certain activities,
including selling certain products or services.
We also are subject to proceedings, investigations and audits by federal, state, international, national, provincial and local
authorities, including as a result of our significant sales to governmental entities. We also are subject to audits by various
vendor partners and large customers, including government agencies, relating to purchases and sales under various programs
and contracts. In addition, we are subject to indemnification claims under various contracts.
Current and future litigation, infringement claims, governmental proceedings and investigations, audits or indemnification
claims that we face may result in substantial costs and expenses and significantly divert the attention of our management
regardless of the outcome. In addition, these matters could lead to increased costs or interruptions of our normal business
operations. Litigation, infringement claims, governmental proceedings and investigations, audits or indemnification claims
involve uncertainties and the eventual outcome of any such matter could adversely affect our business, results of operations or
cash flows.
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Failure to comply with complex and evolving laws and regulations applicable to our operations could adversely impact our
business, results of operations or cash flows.
In light of the global nature of our business, our operations are subject to numerous complex federal, state, provincial, local and
foreign laws and regulations in a number of areas, including labor and employment, advertising, e-commerce, tax, trade, import
and export requirements, economic and trade sanctions, anti-corruption, data privacy requirements (including those under the
European Union General Data Protection Regulation and the California Consumer Privacy Act), anti-competition,
environmental and health and safety. The evaluation of, and compliance with these laws, regulations and similar requirements
may be onerous and expensive, and these laws and regulations may have other adverse impacts on our business, results of
operations or cash flows. Furthermore, these laws and regulations are evolving and may be inconsistent from jurisdiction to
jurisdiction, further increasing the cost of compliance and doing business, and the risk of noncompliance.
We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but
there can be no guarantee against coworkers, contractors or agents violating such laws and regulations or our policies and
procedures.
As a public company, we also are subject to increasingly complex public disclosure, corporate governance and accounting
requirements that increase compliance costs and require significant management focus.
Risks Related to Our Indebtedness
Our level of indebtedness could adversely affect our business.
As of December 31, 2020, we had $3.9 billion of total long-term debt outstanding and $525 million of obligations outstanding
under our inventory financing agreements, and the ability to borrow an additional $1.0 billion under our senior secured asset-
based revolving credit loan facility (the "Revolving Loan") after taking into account borrowing base limitations and an
additional £50 million ($68 million) under our CDW UK revolving credit facility. Our level of indebtedness could have
important consequences, including the following:
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making it more difficult for us to satisfy our obligations with respect to our indebtedness;
requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our and our
subsidiaries' debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other
general corporate purposes;
requiring us to comply with restrictive covenants in our senior credit facilities and indentures, which limit the manner
in which we conduct our business;
making it more difficult for us to obtain vendor financing from our vendor partners, including original equipment
manufacturers and software publishers;
limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;
placing us at a competitive disadvantage compared to any of our less-leveraged competitors;
increasing our vulnerability to both general and industry-specific adverse economic conditions; and
limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures,
acquisitions or other general corporate requirements and increasing our cost of borrowing.
Restrictive covenants under our senior credit facilities and, to a lesser degree, our indentures may adversely affect our
operations and liquidity.
Our senior credit facilities and, to a lesser degree, our indentures contain, and any future indebtedness of ours may contain,
various covenants that limit our ability to, among other things:
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incur or guarantee additional debt;
pay dividends or make distributions to holders of our capital stock or to make certain other restricted payments or
investments;
repurchase or redeem capital stock;
make loans, capital expenditures or investments or acquisitions;
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receive dividends or other payments from our subsidiaries;
enter into transactions with affiliates;
pledge our assets as collateral;
merge or consolidate with other companies or transfer all or substantially all of our assets;
transfer or sell assets, including capital stock of subsidiaries; and
prepay, repurchase or redeem debt.
As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage
in favorable business activities or finance future operations or capital needs. A breach of any of these covenants or any of the
other restrictive covenants would result in a default under our senior credit facilities. Upon the occurrence of an event of default
under our senior credit facilities, the lenders:
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will not be required to lend any additional amounts to us;
could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and fees, to be
due and payable; or
could require us to apply all of our available cash to repay these borrowings.
The acceleration of amounts outstanding under our senior credit facilities would likely trigger an event of default under our
existing indentures.
If we were unable to repay those amounts, the lenders under our senior credit facilities could proceed against the collateral
granted to them to secure our borrowings thereunder. We have pledged a significant portion of our assets as collateral under our
senior credit facilities. If the lenders under our senior credit facilities accelerate the repayment of borrowings, we cannot assure
you that we will have sufficient assets to repay our senior credit facilities and our other indebtedness or the ability to borrow
sufficient funds to refinance such indebtedness. Even if we were able to obtain new financing, it may not be on commercially
reasonable terms, or terms that are acceptable to us.
In addition, under our Revolving Loan, we are permitted to borrow an aggregate amount of up to $1.5 billion. However, our
ability to borrow under our Revolving Loan is limited by a borrowing base and a liquidity condition. The borrowing base at any
time equals the sum of up to 85% of CDW LLC and its subsidiary guarantors' eligible accounts receivable (net of accounts
receivable reserves) (up to 30% of such eligible accounts receivable which can consist of federal government accounts
receivable) plus the lesser of (i) 75% of CDW LLC and its subsidiary guarantors' eligible inventory (valued at cost and net of
inventory reserves) and (ii) the product of 85% multiplied by the net orderly liquidation value percentage multiplied by eligible
inventory (valued at cost and net of inventory reserves), less reserves (other than accounts reserves and inventory reserves). The
borrowing base in effect as of December 31, 2020 was $2.2 billion and, therefore, did not restrict our ability to borrow under
our Revolving Loan as of that date.
Our ability to borrow under our Revolving Loan is also limited by a minimum liquidity condition, which provides that, if excess
cash availability is less than the lesser of (i) $125 million and (ii) the greater of (A) 10% of the borrowing base and (B) $100
million, the lenders are not required to lend any additional amounts under our Revolving Loan unless the consolidated fixed
charge coverage ratio (as defined in the credit agreement for our Revolving Loan) is at least 1.00 to 1.00. It is an event of
default under our Revolving Loan if our excess cash availability and consolidated fixed charge coverage ratio remain below
such levels for a period of five or more consecutive business days. Moreover, our Revolving Loan provides discretion to the
agent bank acting on behalf of the lenders to impose additional availability reserves, which could materially impair the amount
of borrowings that would otherwise be available to us. We cannot make any assurances that the agent bank will not impose such
reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.
We will be required to generate sufficient cash to service our indebtedness and, if not successful, we may be forced to take
other actions to satisfy our obligations under our indebtedness.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial and operating
performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other
factors beyond our control. Our outstanding long-term debt will impose significant cash interest payment obligations on us and,
accordingly, we will have to generate significant cash flow from operating activities to fund our debt service obligations. We
cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the
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principal, premium, if any, and interest on our indebtedness. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources" included elsewhere in this report.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional debt or equity capital, restructure or refinance our indebtedness,
or revise or delay our strategic plan. We cannot assure you that we would be able to take any of these actions on terms that are
favorable to us or at all, that these actions would be successful and permit us to meet our scheduled debt service obligations or
satisfy our capital requirements, or that these actions would be permitted under the terms of our existing or future debt
agreements, including our senior credit facilities and indentures. In the absence of such operating results and resources, we
could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt
service and other obligations. Our senior credit facilities restrict our ability to dispose of assets and use the proceeds from the
disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them
and these proceeds may not be adequate to meet any debt service obligations then due.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
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our debt holders could declare all outstanding principal and interest to be due and payable;
the lenders under our senior credit facilities could foreclose against the assets securing the borrowings from them and
the lenders under our Revolving Loan and CDW UK revolving credit facility could terminate their commitments to
lend us money; and
we could be forced into bankruptcy or liquidation.
We and our subsidiaries may be able to incur substantially more debt, including secured debt. This could further increase
the risks associated with our leverage.
We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our senior credit
facilities and indentures do not fully prohibit us or our subsidiaries from doing so. To the extent that we incur additional
indebtedness, the risks associated with our level of indebtedness described above, including our possible inability to service our
debt, will increase. As of December 31, 2020, we had $1.0 billion available for additional borrowing under our Revolving Loan
after taking into account borrowing base limitations and an additional £50 million ($68 million) available under our CDW UK
revolving credit facility.
Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase
significantly.
Certain of our borrowings, primarily borrowings under our senior credit facilities, are at variable rates of interest and expose us
to interest rate risk. As of December 31, 2020, we had $1.5 billion of variable rate debt outstanding. If interest rates increase,
our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the
same, and our net income would decrease. Although we have entered into interest rate cap agreements on our term loan facility
to reduce interest rate volatility, we cannot assure you we will be able to enter into interest rate cap agreements in the future on
acceptable terms or that such caps or the caps we have in place now will be effective.
The London Inter-bank Offered Rate ("LIBOR") and certain other interest "benchmarks" may be subject to regulatory
guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently
than in the past or cause other unanticipated consequences.
Certain of our credit facilities, including our senior secured term loan facility and our Revolving Loan, have variable interest
rates using LIBOR as a benchmark rate, and we have entered into interest rate cap agreements with respect to the senior secured
term loan facility that are based on LIBOR. As of December 31, 2020, $1.5 billion of our total debt outstanding bears interest at
variable interest rates using LIBOR as a benchmark rate. The LIBOR and certain other interest "benchmarks" may be subject to
regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform
differently than in the past or cause other unanticipated consequences. The United Kingdom's Financial Conduct Authority,
which regulates the LIBOR administrator, previously announced that it intends to stop encouraging or requiring banks to submit
LIBOR rates after 2021. However, for US dollar LIBOR, it now appears that the relevant date may be deferred to June 30, 2023
for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has
published a consultation regarding its intention to cease publication of US dollar LIBOR as of June 30, 2023 (instead of
December 31, 2021, as previously expected). Moreover, the LIBOR administrator’s consultation also relates to the LIBOR
administrator’s intention to cease publication of non-US dollar LIBOR after 2021. Although the foregoing may provide some
sense of timing, there is no assurance that LIBOR, of any particular currency or tenor, will continue to be published until any
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particular date. Additionally, the US Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a
steering committee comprised of large US financial institutions, announced the replacement of US dollar LIBOR with a new
index calculated by short-term repurchase agreements, backed by US Treasury securities, called the Secured Overnight
Financing Rate ("SOFR"). Whether or not SOFR attains market traction as a LIBOR replacement for US dollar-denominated
instruments, and whether other benchmarks will attain traction in other markets, remains in question and the future of LIBOR at
this time is uncertain. If LIBOR ceases to exist, interest rates on our current or future debt obligations and hedging instruments
may be adversely affected and we may need to renegotiate the agreements governing such obligations or instruments. Although
the agreement governing our senior secured term loan facility contains provisions for amending the applicable term loan
interest rates if LIBOR is discontinued or cannot be determined, any such amendments will be contingent on our ability to
negotiate new "benchmark" rates, spreads and calculation methods with the administrative agent and lenders under such
facility. We may be unable to negotiate an acceptable alternative to LIBOR, or if we do agree to amend the facility, the new
"benchmark" may perform differently than LIBOR or cause other unanticipated consequences, which could adversely affect our
interest expense, related debt obligations and our interest rate cap agreements.
Risks Related to Ownership of Our Common Stock
Our common stock price may be volatile and may decline regardless of our operating performance, and holders of our
common stock could lose a significant portion of their investment.
The market price for our common stock may be volatile. Our stockholders may not be able to resell their shares of common
stock at or above the price at which they purchased such shares, due to fluctuations in the market price of our common stock,
which may be caused by a number of factors, many of which we cannot control, including the risk factors described in this
Annual Report on Form 10-K and the following:
•
•
•
•
•
•
•
changes in financial estimates by any securities analysts who follow our common stock, our failure to meet these
estimates or failure of securities analysts to maintain coverage of our common stock;
downgrades by any securities analysts who follow our common stock;
future sales of our common stock by our officers, directors and significant stockholders;
market conditions or trends in our industry or the economy as a whole;
investors' perceptions of our prospects;
announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments;
and
changes in key personnel.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect
the market prices of equity securities of many companies, including companies in our industry. In the past, securities class
action litigation has followed periods of market volatility. If we were involved in securities litigation, we could incur substantial
costs, and our resources and the attention of management could be diverted from our business.
In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our
common stock issued in connection with an investment or acquisition could constitute a material portion of our then-
outstanding shares of our common stock and depress our stock price.
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us
that may be considered favorable.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the
acquisition of the Company more difficult without the approval of our Board of Directors. These provisions:
•
•
authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which
may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other
rights or preferences superior to the rights of the holders of common stock;
generally prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our
stockholders;
20
•
•
•
provide that special meetings of the stockholders can only be called by or at the direction of our Board of Directors
pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the
Company would have if there were no vacancies;
establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters
that can be acted upon by stockholders at stockholder meetings; and
provide that our Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws.
Our amended and restated certificate of incorporation also contains a provision that provides us with protections similar to
Section 203 of the Delaware General Corporation Law, and will prevent us from engaging in a business combination with a
person who acquires at least 15% of our common stock for a period of three years from the date such person acquired such
common stock, unless Board or stockholder approval is obtained prior to the acquisition. These anti-takeover provisions and
other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of the
Company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it
more difficult for our stockholders to elect directors of their choosing and to cause us to take other corporate actions our
stockholders desire.
We cannot assure you that we will continue to pay dividends on our common stock or repurchase any of our common stock
under our share repurchase program, and our indebtedness and certain tax considerations could limit our ability to
continue to pay dividends on, or make share repurchases of, our common stock. If we do not continue to pay dividends, you
may not receive any return on investment unless you are able to sell your common stock for a price greater than your
purchase price.
We expect to continue to pay a cash dividend on our common stock. However, any determination to pay dividends in the future
will be at the discretion of our Board of Directors. Any determination to pay dividends on, or repurchase, shares of our common
stock in the future 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 our Board of Directors deems relevant. In addition, our ability to pay dividends on, or repurchase, shares of 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. There can be no assurance that we will continue to pay a dividend at the current
rate or at all or that we will continue to repurchase shares of our common stock. If we do not pay dividends in the future,
realization of a gain on your investment will depend entirely on the appreciation of the price of our common stock, which may
never occur.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from
our subsidiaries to meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent
upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements
governing the indebtedness of our subsidiaries impose restrictions on our subsidiaries' ability to pay dividends or other
distributions to us. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could also
limit or impair their ability to pay dividends or other distributions to us.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2020, we owned or leased a total of 2.5 million square feet of space, primarily in the US, UK and Canada.
We own two properties: a 513,000 square foot distribution center in North Las Vegas, Nevada, and a combined office and a
442,000 square foot distribution center in Vernon Hills, Illinois. In addition, we conduct sales, services and administrative
activities in various locations primarily in the US, UK and Canada.
We believe our facilities are well maintained, suitable for our business and occupy sufficient space to meet our operating needs.
As part of our normal business, we regularly evaluate sales center performance and site suitability. Leases covering our
currently occupied leased properties expire at varying dates, generally within the next 16 years.
21
We anticipate no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing the leased
properties with equivalent properties. We believe that suitable additional or substitute leased properties will be available as
required.
Item 3. Legal Proceedings
We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial,
intellectual property, employment, tort and other litigation matters. We are 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, we are subject to indemnification
claims under various contracts. From time to time, certain of our customers file voluntary petitions for reorganization or
liquidation under the US bankruptcy laws or similar laws of the jurisdictions for our business activities outside of the US. In
such cases, certain pre-petition payments received by us could be considered preference items and subject to return to the
bankruptcy administrator.
As of December 31, 2020, we do 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, our financial condition and results of operations could be
adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.
Item 4. Mine Safety Disclosures
Not applicable.
Information about our Executive Officers
The following table lists the name, age as of February 26, 2021 and positions of each executive officer of the Company.
Name
Christine A. Leahy
Sona Chawla
Elizabeth H. Connelly
Christina M. Corley
Collin B. Kebo
Frederick J. Kulevich
Age Position
56 President and Chief Executive Officer and member of our Board of Directors since January 2019;
Chief Revenue Officer from July 2017 to December 2018; Senior Vice President - International,
Chief Legal Officer, and Corporate Secretary from May 2016 to July 2017; Senior Vice President,
General Counsel and Corporate Secretary from January 2007 to May 2016.
53 Chief Growth and Innovation Officer since January 2020; President, Kohl's Corporation (an
omnichannel retailer) from May 2018 to October 2019 and Chief Operating Officer from November
2015 to May 2018.
56 Chief Human Resources Officer and Senior Vice President, Coworker Services since December
2018; Managing Director and Head, Commercial Bank Healthcare, Higher Education and Not-for-
Profit Banking at J.P. Morgan Chase & Company (a global financial services firm) from March
2012 to December 2018.
53 Chief Commercial and Operating Officer since January 2020; Chief Operating Officer from January
2019 to January 2020; Senior Vice President, Commercial and International Markets from July 2017
to December 2018; Senior Vice President, Corporate Sales from September 2011 to July 2017.
54 Senior Vice President and Chief Financial Officer since January 2018; Vice President, Financial
Planning and Analysis from December 2008 to December 2017; Chief Financial Officer -
International from May 2016 to December 2017.
55 Senior Vice President, General Counsel and Corporate Secretary since October 2017; Vice President
and Deputy General Counsel from May 2016 to October 2017; Vice President and Assistant General
Counsel from May 2014 to May 2016; Senior Director, Ethics and Compliance from July 2006 to
May 2014.
22
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock has been listed on the Nasdaq Global Select Market since June 27, 2013 under the symbol "CDW."
Holders
As of February 23, 2021, there were 12 holders of record of our common stock. The number of beneficial stockholders is
substantially greater than the number of holders of record because a portion of our common stock is held through brokerage
firms.
Dividends
On February 10, 2021, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of
$0.400 per share. The dividend will be paid on March 10, 2021 to all stockholders of record as of the close of business on
February 25, 2021.
We expect to continue to pay quarterly cash dividends on our common stock in the future, but such payments remain 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. For additional information on our cash resources and needs and restrictions on
our ability to pay dividends, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources" included elsewhere in this report. For additional information on restrictions on our ability to
pay dividends, see Note 10 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Issuer Purchases of Equity Securities
On February 7, 2019, we announced that our Board of Directors authorized a $1.0 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. On February 10, 2021, we announced that our
Board of Directors authorized a $1.25 billion increase to our share repurchase program.
In March 2020, we elected to temporarily suspend share repurchases as a precautionary measure in light of the COVID-19
pandemic. We made no share repurchases during the second and third quarters of 2020. In November 2020, we resumed our
share repurchase program.
Information relating to the Company's purchases of its common stock during the quarter ended December 31, 2020 is as
follows:
Period
October 1 through October 31, 2020
November 1 through November 30, 2020
December 1 through December 31, 2020
Total
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)
— $
0.7 $
0.8 $
1.5
—
136.13
131.91
— $
0.7 $
0.8 $
1.5
538.0
446.1
338.0
(1)
The amounts presented in this column are the remaining total authorized value to be spent after each month's
repurchases.
Cumulative Total Shareholder Return
The information contained in this Cumulative Total Shareholder Return section shall not be deemed to be "soliciting material"
or "filed" or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities
23
Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
The following graph compares the cumulative total shareholder return, calculated on a dividend reinvested basis, on $100.00
invested at the closing of the market on December 31, 2015 through and including the market close on December 31, 2020,
with the cumulative total return for the same time period of the same amount invested in the S&P 500 Index and a peer group
index. Our peer group index for 2020 consists of the following companies: Arrow Electronics, Inc., Avnet, Inc., CGI Group
Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Genuine Parts Company, Henry Schein, Inc.,
Insight Enterprises, Inc., LKQ Corporation, Patterson Companies, Inc., SYNNEX Corporation, W.W. Grainger, Inc. and Wesco
International, Inc. This peer group was selected based on a review of publicly available information about these companies and
our determination that they met one or more of the following criteria: (i) similar size in terms of revenue and/or enterprise value
(one-third to three times our revenue or enterprise value); (ii) operates in a business-to-business distribution environment;
(iii) members of the technology industry; (iv) similar customers (i.e., business, government, healthcare, and education);
(v) companies that provide services and/or solutions; (vi) similar margins; (vii) comparable percentage of international sales;
(viii) frequently identified as a peer by the other peer companies or Institutional Shareholder Services Inc.; or (ix) identified by
the Company as a competitor.
The cumulative total shareholder returns over the indicated period are based on historical data and should not be considered
indicative of future shareholder returns.
CDW Corp
S&P 500 Index
CDW Peers
December 31,
2015
December 31,
2016
December 31,
2017
December 31,
2018
December 31,
2019
December 31,
2020
$
$
$
100 $
100 $
100 $
125 $
110 $
124 $
169 $
131 $
139 $
199 $
123 $
118 $
355 $
158 $
145 $
332
184
157
24
Cumulative Total Shareholder ReturnCDW CorpS&P 500 IndexCDW Peers12/31/1512/31/1612/31/1712/31/1812/31/1912/31/20$0$100$200$300$400 Recent Sales of Unregistered Securities
None.
25
Item 6. Selected Financial Data
The selected financial data set forth below are not necessarily indicative of the results of future operations and should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our
Consolidated Financial Statements and the related notes. Items that materially impact the comparability of the results over the
last five years are discussed below the table.
(dollars in millions, except per share amounts)
Statement of Operations Data:
Net sales
Cost of sales
Gross profit
Selling and administrative expenses
Operating income
Interest expense, net
Other (expense) income, net
Income before income taxes
Income tax expense
Net income
Net income per common share:
Basic
Diluted
2020
2019
2018
2017
2016
Year Ended December 31,
$ 18,467.5
$ 18,032.4
$ 16,240.5
$ 14,832.9
$ 13,672.7
15,257.4
14,992.5
13,533.6
12,382.7
11,344.4
3,210.1
2,030.9
1,179.2
(154.9)
(22.0)
1,002.3
(213.8)
3,039.9
1,906.3
1,133.6
(159.4)
(24.5)
949.7
(212.9)
2,706.9
1,719.6
987.3
(148.6)
1.8
840.5
(197.5)
$
788.5
$
736.8
$643.0
$
$
5.53
5.45
$
$
5.08
4.99
$
$
4.26
4.19
2,450.2
1,583.7
866.5
(150.5)
(55.3)
660.7
(137.6)
2,328.3
1,508.3
820.0
(146.5)
(0.3)
673.2
(248.1)
$
$
$
523.1
$
425.1
3.37
3.31
$
$
2.60
2.56
Cash dividends declared per common share
$ 1.5400
$ 1.2650
$ 0.9250
$ 0.6900
$ 0.4825
Balance Sheet Data (at period end):
Cash and cash equivalents
Working capital
Total assets
Total debt and finance lease obligations(1)(2)
Total stockholders' equity
Other Financial Data:
Capital expenditures
Gross profit as a percentage of Net sales
Non-GAAP operating income(3)
Non-GAAP net income(4)
Statement of Cash Flows Data:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
$ 1,410.2
$
154.0
$
205.8
$
144.2
$
263.7
2,055.2
9,344.7
3,927.2
1,297.1
842.7
7,999.4
3,317.3
960.3
993.7
7,167.7
3,209.1
975.2
874.2
6,966.7
3,236.7
985.6
959.9
6,958.4
3,236.6
1,047.9
$
$
158.0
17.4 %
$
236.3
16.9 %
$
86.1
16.7 %
$
81.1
16.5 %
63.5
17.0 %
$ 1,404.6
$ 1,368.4
$ 1,216.6
$ 1,106.8
$ 1,048.3
954.4
902.1
794.3
605.9
569.7
$ 1,314.3
$ 1,027.2
$
905.9
$
777.7
$
604.0
(201.0)
138.8
(331.4)
(749.8)
(86.1)
(754.8)
(81.1)
(818.7)
(65.9)
(304.6)
(1)
Excludes borrowings of $525 million, $430 million, $429 million, $498 million and $580 million as of December 31,
2020, 2019, 2018, 2017 and 2016, respectively, under our inventory financing agreements. We do not include these
borrowings in total debt because we have not in the past incurred, and in the future do not expect to incur, any interest
expense or late fees under these agreements.
26
(2)
(3)
(4)
On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), and applied the requirements
retrospectively. As such, the lease obligations included in this line are classified as finance leases for the years ended
December 31, 2020 and 2019, and as capital leases for the years ended December 31, 2018, 2017 and 2016.
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, a workforce reduction program, and
acquisition and integration expenses. Non-GAAP operating income is considered a non-GAAP financial measure.
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 US 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 Non-GAAP operating income provide analysts, investors and management with helpful information
regarding the underlying operating performance of our business, as this measure removes the impact of items that
management believes are not reflective of underlying operating performance. Management uses this measure to
evaluate period-over-period performance as management believes it provides a more comparable measure of the
underlying business.
The following unaudited table sets forth a reconciliation of Operating income to Non-GAAP operating income for the
periods presented:
(dollars in millions)
Operating income, as reported
Amortization of intangibles(1)
Equity-based compensation
Workforce reduction charges
Other adjustments(2)
Non-GAAP operating income
Year Ended December 31,
2020
2019
2018
2017
2016
$ 1,179.2 $ 1,133.6 $ 987.3 $ 866.5 $ 820.0
158.1
42.5
8.5
16.3
178.5
48.5
—
7.8
182.7
40.7
—
5.9
185.1
43.7
—
11.5
187.2
39.2
—
1.9
$ 1,404.6 $ 1,368.4 $ 1,216.6 $ 1,106.8 $ 1,048.3
(1)
(2)
(3)
Includes amortization expense for acquisition-related intangible assets, primarily customer relationships,
customer contracts and trade names.
Includes other expenses such as payroll taxes on equity-based compensation, expenses related to the
consolidation of office space and relocation of the downtown Chicago office, settlement of litigation matters,
and acquisition and integration expenses.
Non-GAAP net income excludes, among other things, charges related to acquisition-related intangible asset
amortization, equity-based compensation, net loss on extinguishment of long-term debt, a workforce reduction
program, acquisition and integration expenses, and the associated tax effects of each. Non-GAAP net income is
considered a non-GAAP financial measure. 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 US 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 that Non-GAAP net income provides analysts, investors and
management with helpful information regarding the underlying operating performance of our business, as this measure
removes the impact of items that management believes are not reflective of underlying operating performance.
Management uses this measure to evaluate period-over-period performance as management believes it provides a more
comparable measure of the underlying business.
27
The following unaudited table sets forth a reconciliation of Net income to Non-GAAP net income for the periods
presented:
(dollars in millions)
Net income
Amortization of intangibles(1)
Equity-based compensation
Net loss on extinguishments of long-term debt
Workforce reduction charges
Other adjustments(2)
Aggregate adjustments for income taxes(3)
Non-GAAP net income
Year Ended December 31,
2020
2019
2018
2017
2016
$ 788.5 $ 736.8 $ 643.0 $ 523.1 $ 425.1
158.1
178.5
42.5
27.3
8.5
16.3
48.5
22.1
—
7.8
182.7
40.7
—
—
5.9
185.1
43.7
57.4
—
11.5
187.2
39.2
2.1
—
1.9
(86.8)
(91.6)
(78.0) (214.9)
(85.8)
$ 954.4 $ 902.1 $ 794.3 $ 605.9 $ 569.7
(1)
(2)
Includes amortization expense for acquisition-related intangible assets, primarily customer relationships,
customer contracts and trade names.
Includes other expenses such as payroll taxes on equity-based compensation, expenses related to the
consolidation of office space and relocation of the downtown Chicago office, consolidation of office space,
settlement of litigation matters, the favorable resolution of a local sales tax matter, and acquisition and
integration expenses.
(3)
Aggregate adjustments for income taxes consists of the following:
(dollars in millions)
Total Non-GAAP adjustments
Weighted-average statutory effective rate
Income tax
Deferred tax adjustment due to law changes
Excess tax benefits from equity-based compensation
Discrete tax benefit related to CDW Canada's acquisition of Scalar
Tax Cuts and Jobs Act
Non-deductible adjustments and other
Year Ended December 31,
2020
2019
2018
2017
2016
$ 252.7
$ 256.9
$ 229.3
$ 297.7
$ 230.4
25.0 %
25.0 %
25.0 %
36.0 %
36.0 %
(63.2)
(64.2)
(57.3)
(107.2)
(82.9)
2.7
(26.3)
—
—
—
0.3
(24.5)
(3.0)
—
(0.2)
0.5
1.3
(19.1)
(36.2)
—
(1.9)
(0.2)
—
(75.5)
2.7
(1.5)
(1.8)
—
—
0.4
Total aggregate adjustments for income taxes
$ (86.8)
$ (91.6)
$ (78.0)
$ (214.9)
$ (85.8)
28
Item 7. 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 Consolidated Financial Statements and the related notes included
elsewhere in this report. 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" above.
Overview
CDW Corporation, a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of 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 and services that include on-premise, hybrid and cloud capabilities across data center and networking, digital
workspace, security and virtualization.
We are vendor, technology, and consumption model "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 7,000 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.
For a discussion of results for the year ended December 31, 2019, see "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2019,
filed with the Securities and Exchange Commission on February 28, 2020.
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.
29
•
•
•
•
The global spread of the novel coronavirus ("COVID-19") pandemic continues to create significant macroeconomic
uncertainty, volatility and disruption. The extent to which the COVID-19 pandemic continues to impact 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, severity and further spread of the
outbreak, future resurgences and reimplementation of closures, the availability, efficacy and acceptance of a vaccine,
and the actions taken to contain the virus, and the effectiveness of these actions and how quickly and to what extent
normal economic and operating conditions can resume and be sustained. We have mobilized our resources to help
ensure the well-being and safety of our coworkers, business continuity, a strong capital position and adequate liquidity.
Our efforts have included:
•
•
•
•
Continued focus on the well-being and safety of our coworkers, leveraging standing crisis management protocols
and following guidelines from public health authorities and state and local governments. During 2020, 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 work 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. All
distribution and configuration centers are considered essential businesses and continue to be operational. Our
office coworkers continue to work remotely.
Remote enablement, operations continuity, and security are customer focus areas to manage remote environments
at scale and to prepare to be remote longer. Customers are focused on initiatives to reduce costs, optimize
resources, and leverage technology for better customer and employee experiences through digital transformation.
We have orchestrated solutions by leveraging client devices, accessories, collaboration tools, security, software
and hybrid and cloud offerings to help customers build these capabilities and achieve their objectives.
Increasing our provision for credit losses during the year ended December 31, 2020 as a result of the expected
economic impact of the COVID-19 pandemic. We continue to monitor cash collections and credit limits of our
customers to manage the risk of uncollectible receivables.
Closely monitoring our cost structure and liquidity position relative to the overall demand environment. We took
measures to enhance liquidity, including completing a $600 million senior notes issuance in April 2020,
leveraging the lower interest rate environment by refinancing one of our higher interest rate senior notes in August
2020, implementing cost savings initiatives and suspending temporarily share repurchases from March 2020
through October 2020.
Changes in spending policies, budget priorities and funding levels are a key factor influencing the purchasing levels of
Government, Healthcare and Education customers. Given the COVID-19 pandemic, Education customers have prioritized
their budgets towards IT spending while Healthcare customer budgets have been pressured. As the duration and ongoing
economic impacts of the COVID-19 pandemic remain uncertain, current and future budget priorities and funding levels for
Government, Healthcare and Education 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.
The new UK/European Union ("EU") trade deal due to the UK’s exit from the EU (referred to as "Brexit") that came into
effect on January 1, 2021 eased concerns over restrictions of imports and exports, but it increased regulatory complexities
that may adversely impact our business.
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
30
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 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 and
Net sales growth on a constant currency basis and reconciliations to the most directly comparable US GAAP measure, see
"Results of Operations - Non-GAAP Financial Measure Reconciliations."
The results of certain key business metrics are as follows:
(dollars in millions)
Net sales
Gross profit
Operating income
Net income
Non-GAAP operating income
Non-GAAP net income
Average daily sales(1)
Net debt(2)
Cash conversion cycle (in days)(3)
Year Ended December 31,
2020
2019
2018
$
18,467.5 $
18,032.4 $
16,240.5
3,210.1
1,179.2
788.5
1,404.6
954.4
72.7
3,039.9
1,133.6
736.8
1,368.4
902.1
71.0
2,706.9
987.3
643.0
1,216.6
794.3
63.9
2,517.0
3,163.3
3,002.8
17
18
19
(1)
(2)
(3)
There were 254 selling days for each of the years ended December 31, 2020, 2019, and 2018.
Defined as Total debt minus Cash and cash equivalents.
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.
31
Results of Operations
Results of operations, in dollars and as a percentage of Net sales are as follows:
Net sales
Cost of sales
Gross profit
Selling and administrative expenses
Operating income
Interest expense, net
Other expense, net
Income before income taxes
Income tax expense
Net income
Net sales
Year Ended December 31,
2020
2019
Dollars in
Millions
Percentage of
Net Sales
Dollars in
Millions
Percentage of
Net Sales
$ 18,467.5
100.0 % $ 18,032.4
100.0 %
15,257.4
3,210.1
2,030.9
1,179.2
(154.9)
(22.0)
1,002.3
(213.8)
82.6
17.4
11.0
6.4
(0.8)
(0.1)
5.4
(1.2)
14,992.5
3,039.9
1,906.3
1,133.6
(159.4)
(24.5)
949.7
(212.9)
83.1
16.9
10.6
6.3
(0.9)
(0.1)
5.3
(1.2)
$
788.5
4.3 % $
736.8
4.1 %
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:
(dollars in millions)
Corporate
Small Business
Public:
Government
Education
Healthcare
Total Public
Other
Total Net sales
Year Ended December 31,
2020
2019
Net Sales
Percentage
of Total
Net Sales
Net Sales
Percentage
of Total
Net Sales
Dollar
Change
Percent
Change(1)
$ 6,846.0
37.1 % $ 7,499.0
41.6 % $
(653.0)
(8.7) %
1,397.1
7.6
1,510.3
8.4
(113.2)
(7.5)
2,978.5
3,458.1
1,701.1
8,137.7
2,086.7
16.1
18.7
9.2
44.0
11.3
2,519.3
2,411.6
1,933.9
6,864.8
2,158.3
14.0
13.4
10.7
38.1
12.0
459.2
1,046.5
(232.8)
1,272.9
18.2
43.4
(12.0)
18.5
(71.6)
(3.3)
$ 18,467.5
100.0 % $ 18,032.4
100.0 % $
435.1
2.4 %
(1)
There were 254 selling days for both the years ended December 31, 2020 and 2019.
Total Net sales for the year ended December 31, 2020 increased $435 million, or 2.4%, to $18,468 million, compared to the
prior year. The impact of foreign currency fluctuations did not have an impact to Net sales growth. For additional information,
see "Non-GAAP Financial Measure Reconciliations" below regarding constant currency Net sales growth.
For the year ended December 31, 2020, Net sales growth was driven by Education and Government customers prioritizing
integrated solutions including notebooks, accessories and services to support remote enablement and the Census project. These
Public customer increases were partially offset by decreases in most hardware categories in our other business segments due to
the impact of the COVID-19 pandemic on customer demand. For additional information, see Note 18 (Segment Information) to
the accompanying Consolidated Financial Statements.
32
Corporate segment Net sales for the year ended December 31, 2020 decreased $653 million, or 8.7%, compared to the year
ended December 31, 2019. The decrease was primarily driven by decreases across all major hardware categories due to the
impact of the COVID-19 pandemic on customer demand, partially offset by an increase in software.
Small Business segment Net sales for the year ended December 31, 2020 decreased by $113 million, or 7.5%, compared to the
year ended December 31, 2019. The decrease was primarily driven by decreases across all major hardware categories due to the
impact of the COVID-19 pandemic on customer demand.
Public segment Net sales for the year ended December 31, 2020 increased $1,273 million, or 18.5%, compared to the year
ended December 31, 2019. The increase was primarily driven by growth in Education and Government customers. Net sales to
Education customers increased 43.4% primarily driven by notebooks/mobile devices as schools invested in remote enablement.
Net sales to Government customers increased 18.2% primarily driven by the continued delivery on the Census project
comprised of other hardware, including accessories and smartphones, and services. Increases in notebooks/mobile devices also
contributed to growth in Government customers due to agencies investing in remote enablement and device refreshes. Net sales
to Healthcare customers decreased 12.0% primarily driven by decreases across most hardware categories, as well as decreases
in software and services as hospitals experienced budget pressures and delayed projects.
Net sales in Other, which is comprised of results from our UK and Canadian operations, for the year ended December 31, 2020
decreased $72 million, or 3.3%, compared to the year ended December 31, 2019. Net sales for Canadian operations decreased
across all hardware categories, with the exception of notebooks/mobile devices. Net sales for UK operations increased primarily
driven by increases in notebooks/mobile devices and software, partially offset by decreases across most other major hardware
categories. The impact of foreign currency exchange decreased Other Net sales by approximately 10 basis points, primarily due
to the unfavorable translation of the Canadian dollar and British pound to the US dollar.
Gross profit
Gross profit increased $170 million, or 5.6%, to $3,210 million for the year ended December 31, 2020, compared to $3,040
million for the year ended December 31, 2019. As a percentage of Net sales, Gross profit margin increased 50 basis points to
17.4% for the year ended December 31, 2020. Gross profit margin was positively impacted by product margin and the mix of
netted down revenues that are booked net of cost of goods sold, primarily software as a service.
Selling and administrative expenses
Selling and administrative expenses increased $125 million, or 6.5%, to $2,031 million for the year ended December 31, 2020,
compared to $1,906 million for the year ended December 31, 2019. The increase was primarily due to higher payroll expenses
consistent with higher Gross profit, higher average coworker count and coworker compensation investments, and a higher
provision for credit losses driven by increased reserves reflecting the expected economic impact of the COVID-19 pandemic.
The increase was partially offset by cost saving measures, including decreased travel and entertainment. Total coworker count
was 9,982, up 86 from 9,896 at December 31, 2019 due to our recent acquisition.
As a percentage of total Net sales, Selling and administrative expenses increased 40 basis points to 11.0% for the year ended
December 31, 2020, compared to 10.6% for the year ended December 31, 2019 primarily due to higher payroll expenses and a
higher provision for credit losses, partially offset by lower travel and entertainment.
33
Operating income
Operating income by segment, in dollars and as a percentage of Net sales, and the year-over-year percentage change was as
follows:
Year Ended December 31,
2020
2019
Dollars in
Millions
Operating
Margin
Dollars in
Millions
Operating
Margin
Percent Change
in Operating
Income
$
489.5
99.0
678.2
65.9
7.2 % $
7.1
8.3
3.2
585.1
107.5
475.0
101.6
(153.4)
nm*
(135.6)
$
1,179.2
6.4 % $
1,133.6
7.8 %
(16.3) %
7.1
6.9
4.7
nm*
6.3 %
(7.8)
42.8
(35.0)
13.6
4.0 %
Segments:(1)
Corporate
Small Business
Public
Other(2)
Headquarters(3)
Total Operating income
* Not meaningful
(1)
(2)
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.
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.
Operating income was $1,179 million for the year ended December 31, 2020, an increase of $46 million, or 4.0%, compared to
$1,134 million for the year ended December 31, 2019. Operating income increased primarily due to higher Gross profit dollars
and cost saving measures implemented during the year, partially offset by higher payroll expenses and a higher provision for
credit losses. Total operating margin percentage increased 10 basis points to 6.4% for the year ended December 31, 2020, from
6.3% for the year ended December 31, 2019 primarily due to higher Gross profit margin and cost saving measures implemented
during the year, partially offset by higher payroll expenses and a higher provision for credit losses as percentage of Net sales.
Corporate segment Operating income was $490 million for the year ended December 31, 2020, a decrease of $96 million, or
16.3%, compared to $585 million for the year ended December 31, 2019. Corporate segment Operating income decreased
primarily due to lower Gross profit dollars and higher payroll expenses due to coworker compensation investments. Corporate
segment operating margin percentage decreased 60 basis points to 7.2% for the for the year ended December 31, 2020, from
7.8% for the year ended December 31, 2019 primarily due higher payroll expenses and a higher provision for credit losses as a
percentage of Net sales, partially offset by the mix of netted down revenue and cost saving measures.
Small Business segment Operating income was $99 million for the year ended December 31, 2020, a decrease of $9 million, or
7.8%, compared to $108 million for the year ended December 31, 2019. Small Business segment Operating income decreased
primarily due to lower Gross profit dollars, a higher provision for credit losses and higher payroll expenses due to coworker
compensation investments. Small Business segment operating margin percentage remained flat at 7.1% for both the year ended
December 31, 2020 and 2019 primarily due to the mix of netted down revenue, partially offset by increased payroll expenses
and a higher provision for credit losses as a percentage of Net sales.
Public segment Operating income was $678 million for the year ended December 31, 2020, an increase of $203 million, or
42.8%, compared to $475 million for the year ended December 31, 2019. Public segment Operating income increased primarily
due to higher Gross profit dollars, partially offset by higher sales payroll expenses. Public segment operating margin percentage
increased 140 basis points to 8.3% for the year ended December 31, 2020, from 6.9% for the year ended December 31, 2019,
primarily due to a mix into more profitable product offerings and services and by cost saving measures as a percentage of Net
sales.
Other Operating income was $66 million for the year ended December 31, 2020, a decrease of $36 million, or 35.0%, compared
to $102 million for the year ended December 31, 2019. Other Operating income decreased primarily due to lower Gross profit
dollars, higher payroll expenses due to higher average coworker count and coworker compensation investments in addition to a
34
higher provision for credit losses. Other operating margin percentage decreased 150 basis points to 3.2% for the year ended
December 31, 2020, from 4.7% for the year ended December 31, 2019, primarily due to higher payroll expenses and a higher
provision for credit losses as a percentage of Net sales.
Interest expense, net
Interest expense, net in 2020 was $155 million, a decrease of $4 million, compared to $159 million in 2019. This decrease was
primarily due to paying a lower effective interest rate on the term loan in 2020 compared to the capped rate in 2019, partially
offset by additional interest expense on the senior notes issued in April 2020.
Income tax expense
Income tax expense was $214 million in 2020, compared to $213 million in 2019. The effective income tax rate, expressed by
calculating income tax expense as a percentage of Income before income taxes, was 21.3% and 22.4% for 2020 and 2019,
respectively.
For 2020, the effective tax rate differed from the US federal statutory rate primarily due to state income taxes, a discrete
deferred tax expense as a result of an increase in the UK corporate tax rate, partially offset by excess tax benefits on equity-
based compensation and tax benefits associated with new IRS regulations for global intangible low taxed income ("GILTI") and
non-deductible expenses for the current and prior years. For 2019, the effective tax rate differed from the US federal statutory
rate primarily due to state income taxes, partially offset by tax credits, excess tax benefits on equity-based compensation and a
tax benefit related to CDW Canada’s acquisition of Scalar. The 2020 effective tax rate was lower than 2019 primarily due to the
tax benefits associated with the new IRS regulations for GILTI and lower non-deductible expenses.
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 years ended December
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, a workforce reduction program 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, net loss on extinguishment of long-term debt, a
workforce reduction program, 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 US 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.
35
Non-GAAP operating income
Non-GAAP operating income was $1,405 million for the year ended December 31, 2020, an increase of $37 million, or 2.6%,
compared to $1,368 million for the year ended December 31, 2019. As a percentage of Net sales, Non-GAAP operating income
was 7.6% for each of the years ended December 31, 2020 and 2019.
(dollars in millions)
Operating income
Amortization of intangibles(1)
Equity-based compensation
Workforce reduction charges
Other adjustments(2)
Non-GAAP operating income
Non-GAAP operating income margin
Year Ended December 31,
$
2020
1,179.2
158.1
42.5
8.5
16.3
2019
1,133.6
$
178.5
48.5
—
7.8
$
1,404.6
$
1,368.4
7.6 %
7.6 %
(1)
(2)
Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer
contracts and trade names.
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 $954 million for the year ended December 31, 2020, an increase of $52 million, or 5.8%, compared
to $902 million for the year ended December 31, 2019.
(dollars in millions)
US GAAP, as reported
Amortization of intangibles(2)
Equity-based compensation
Net loss on extinguishments of long-term debt
Workforce reduction charges
Other adjustments(3)
Non-GAAP
Year Ended December 31, 2020
Year Ended December 31, 2019
Income
before
income
taxes
Income tax
expense(1)
Net income
Income
before
income
taxes
Income tax
expense(1)
Net income
$ 1,002.3 $ (213.8) $ 788.5 $ 949.7 $ (212.9) $ 736.8
158.1
42.5
27.3
8.5
16.3
(36.8)
(37.0)
(6.8)
(2.1)
(4.1)
121.3
178.5
5.5
20.5
6.4
12.2
48.5
22.1
—
7.8
(44.6)
(36.6)
(5.5)
—
(4.9)
133.9
11.9
16.6
—
2.9
$ 1,255.0 $ (300.6) $ 954.4 $ 1,206.6 $ (304.5) $ 902.1
(1)
(2)
(3)
Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.
Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer
contracts and trade names.
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.
36
Net sales growth on a constant currency basis
Net sales increased $435 million, or 2.4%, to $18,468 million for the year ended December 31, 2020, compared to $18,032
million for the year ended December 31, 2019. Net sales on a constant currency basis, which excludes the impact of foreign
currency translation, increased $438 million, or 2.4%.
(dollars in millions)
Net sales, as reported
Foreign currency translation(2)
Net sales, on a constant currency basis
Year Ended December 31,
2020
2019
% Change(1)
$
18,467.5 $ 18,032.4
2.4 %
—
(2.5)
$
18,467.5 $ 18,029.9
2.4 %
(1)
(2)
There were 254 selling days for both the years ended December 31, 2020 and 2019.
Represents the effect of translating the prior period 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. During 2020, we experienced variability compared to historic
seasonality trends. As uncertainty due to COVID-19 remains, seasonality is expected to continue to be different than historical
experience.
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 December 31, 2020, we also had $1.0 billion of availability for borrowings under our senior
secured asset-based revolving credit facility and an additional £50 million ($68 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. During 2020, we bolstered our liquidity position by
completing a $600 million senior notes issuance in April 2020, and leveraging the lower interest rate environment by
refinancing one of our higher interest rate senior notes in August 2020. We also temporarily suspended share repurchases from
March 2020 through October 2020. We took additional measures to enhance our liquidity by implementing various 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
On April 21, 2020, we completed the issuance of $600 million aggregate principal amount of 4.125% Senior Notes due May
2025 at par.
On August 13, 2020, we completed the refinance of $600 million aggregate principal amount of 5.000% Senior Notes due
September 2025 through the issuance of $700 million aggregate principal amount of 3.250% Senior Notes due February 2029 at
par.
As of December 31, 2020, we had total indebtedness of $3.9 billion, of which $1.5 billion was secured indebtedness. At
December 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 10 (Long-Term Debt) to the accompanying
Consolidated Financial Statements.
37
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 7 (Inventory Financing Agreements) to the accompanying
Consolidated Financial Statements.
Share Repurchase Program
During 2020, we repurchased 2.6 million shares of our common stock for $341 million under the previously announced share
repurchase program. During 2020, we temporarily suspended share repurchases from March 2020 through October 2020 as a
precautionary measure in light of the COVID-19 pandemic. For additional information, see "Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities."
Dividends
A summary of 2020 dividend activity for our common stock is as follows:
Dividend Amount
$0.380
$0.380
$0.380
$0.400
$1.540
Declaration Date
February 6, 2020
May 6, 2020
August 4, 2020
Record Date
February 25, 2020
May 25, 2020
August 25, 2020
November 2, 2020
November 25, 2020
Payment Date
March 10, 2020
June 10, 2020
September 10, 2020
December 10, 2020
On February 10, 2021, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of
$0.400 per share. The dividend will be paid on March 10, 2021 to all stockholders of record as of the close of business on
February 25, 2021.
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 was 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.
38
Cash Flows
Cash flows from operating, investing and financing activities are as follows:
(dollars in millions)
Net cash provided by (used in):
Operating activities
Investing activities
Net change in accounts payable - inventory financing
Other financing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Operating Activities
Cash flows from operating activities are as follows:
(dollars in millions)
Net income
Adjustments for the impact of non-cash items(1)
Net income adjusted for the impact of non-cash items(2)
Changes in assets and liabilities:
Accounts receivable(3)
Merchandise inventory(4)
Accounts payable-trade(5)
Other(6)
Year Ended December 31,
2020
2019
$
1,314.3 $
(201.0)
1,027.2
(331.4)
93.0
45.8
138.8
4.1
$
1,256.2 $
(1.3)
(748.5)
(749.8)
2.2
(51.8)
Year Ended December 31,
2020
2019
Change
$
788.5 $
736.8 $
520.9
1,309.4
(226.4)
(71.4)
253.7
49.0
256.7
993.5
(244.8)
(153.0)
194.1
237.4
51.7
264.2
315.9
18.4
81.6
59.6
(188.4)
287.1
Net cash provided by operating activities
$
1,314.3 $
1,027.2 $
(1)
(2)
(3)
(4)
(5)
(6)
Includes items such as deferred income taxes, depreciation and amortization, and equity-based compensation expense.
The change is due to stronger operating results driven by Gross profit growth and higher depreciation and
amortization.
The change is primarily due to improved collection performance partially offset by increased sales.
The change is due to lower customer-driven and strategic stocking positions partially offset by timing of receipts and
shipments.
The change is primarily due to mixing into vendors with extended payment terms in 2021, increased sales and year-
end inventory purchases.
The change is primarily due to lower contract liabilities partially offset by higher accrued compensation expense in
2020 compared to 2019.
39
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:
(in days)
Days of sales outstanding (DSO)(1)
Days of supply in inventory (DIO)(2)
Days of purchases outstanding (DPO)(3)
Cash conversion cycle
December 31,
2020
2019
57
14
(54)
17
57
14
(53)
18
(1)
(2)
(3)
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.
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.
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 decreased to 17 days at December 31, 2020, compared to 18 days at December 31, 2019. DSO and
DIO both remained unchanged at 57 days and 14 days, respectively. DPO increased by 1 day to 54 days driven by mixing into
vendors with extended payment terms during the quarter compared to 2019.
Investing Activities
Net cash used in investing activities decreased $130 million in 2020 compared to 2019. The decrease was primarily due to
decreased Capital expenditures of $78 million from fewer purchases of devices for the Census program and lower investments
in acquisitions.
Financing Activities
Net cash provided by financing activities increased $889 million in the year ended December 31, 2020 compared to year ended
December 31, 2019. The increase was primarily driven by the $600 million debt offering completed in April 2020, lower share
repurchases and increased volume through our inventory financing arrangements, partially offset by decreased borrowings
under our revolving credit facilities and higher dividend payments. For additional information regarding our debt activities, see
Note 10 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Contractual Obligations
We have future obligations under various contracts relating to debt and interest payments and operating leases. Our estimated
future payments, based on undiscounted amounts, under contractual obligations that existed as of December 31, 2020, are as
follows:
(dollars in millions)
Term Loan(1)
CDW UK Term Loan(1)
Senior Notes due 2024(2)
Senior Notes due 2025(2)
Senior Notes due 2028(2)
Senior Notes due 2029(2)
Operating leases(3)
Total
Payments Due by Period
Total
2021
2022-2023
2024-2025
2026 &
Thereafter
$
1,577.4 $
42.2 $
83.6 $
82.5 $
1,369.1
56.5
701.5
711.4
791.3
893.5
243.2
4,974.8 $
$
56.5
31.6
24.8
25.5
22.9
32.8
—
63.3
49.5
51.0
45.5
49.2
236.3 $
342.1 $
—
606.6
637.1
—
—
—
51.0
45.5
37.8
1,460.5 $
663.8
779.6
123.4
2,935.9
40
(1)
(2)
Includes future principal and cash interest payments on long-term borrowings through scheduled maturity dates.
Interest payments for variable rate debt were calculated using interest rates as of December 31, 2020. Excluded from
these amounts are the amortization of debt issuance and other costs related to indebtedness.
Includes future principal and cash interest payments on long-term borrowings through scheduled maturity dates.
Interest on the Senior Notes is calculated using the stated interest rates. Excluded from these amounts are the
amortization of debt issuance and other costs related to indebtedness.
(3)
For additional information, see Note 12 (Leases) to the accompanying Consolidated Financial Statements.
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, results of operations or liquidity.
Issuers and Guarantors of Debt Securities
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 December 31, 2020 and December 31, 2019, and Statement of
Operations information for the years ended December 31, 2020 and 2019 for the accounts of the Issuers and the accounts of the
Guarantors (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.
Balance Sheet Information
(dollars in millions)
Current assets
Goodwill
Other assets
Total Non-current assets
Current liabilities
Long-term debt
Other liabilities
Total Long-term liabilities
Statements of Operations Information
(dollars in millions)
Net sales
Gross profit
Operating income
Net income
December 31,
2020
2019
$
5,161.3 $
2,239.1
572.1
2,811.2
3,265.0
3,856.5
209.8
4,066.3
3,601.6
2,206.1
903.1
3,109.2
2,975.3
3,229.5
188.3
3,417.8
$
Year Ended December 31,
2020
2019
16,380.8 $
2,851.8
1,113.2
738.8
15,874.1
2,666.8
1,032.1
656.7
41
Inflation
Inflation has not had a material impact on our operating results. We generally have been able to pass along price increases to
our customers, though certain economic factors and technological advances in recent years have tended to place downward
pressure on pricing. We also have been able to generally offset the effects of inflation on operating costs by continuing to
emphasize productivity improvements. There can be no assurances, however, that inflation would not have a material impact on
our sales or operating costs in the future.
Commitments and Contingencies
The information set forth in Note 17 (Commitments and Contingencies) to the accompanying Consolidated Financial
Statements included in Part II, Item 8 of this report is incorporated herein by reference.
Critical Accounting Policies and Estimates
The preparation of the Consolidated Financial Statements in accordance with US GAAP requires management to make use of
certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as
related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. We
base our estimates on historical experience and on various other assumptions that we believe are reasonable under the
circumstances. Historically, we have not made significant changes to the methods for determining these estimates as our actual
results have not differed materially from our estimates. We do not believe it is reasonably likely that the estimates and related
assumptions will change materially in the foreseeable future; however, actual results could differ from those estimates under
different assumptions, judgments or conditions. We have reviewed our critical accounting policies with the Audit Committee of
our Board of Directors.
Critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and
results of operations, and which require us to make our most difficult and subjective judgments, often as a result of the need to
make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting
policies and estimates addressed below. For additional information related to significant accounting policies used in the
preparation of our Consolidated Financial Statements, see Note 1 (Description of Business and Summary of Significant
Accounting Policies) to the accompanying Consolidated Financial Statements.
Revenue Recognition
We sell some of our products and services as part of bundled contract arrangements containing multiple deliverables, which
may include a combination of different products and services. Significant judgment may be required when determining whether
products and services are considered distinct performance obligations that should be accounted for separately versus together.
For contracts consisting of multiple performance obligations, the total transaction price is allocated to each performance
obligation based upon its standalone selling price. Judgment is required to determine the standalone selling price for each
distinct performance obligation. For certain performance obligations, we will use a combination of methods to estimate the
standalone selling price based on recent transactions. When evidence from recent transactions is not available to confirm that
the prices are representative of the standalone selling price, an expected cost plus margin approach is used.
Additional judgment is required in determining whether we are the principal, and report revenues on a gross basis, or agent, and
report revenues on a net basis. For each identified performance obligation in a transaction, we evaluate the facts and
circumstances present to determine whether or not we control the specified good or service prior to transfer to the customer.
This evaluation includes, but is not limited to, assessing indicators such as whether: (i) we are primarily responsible for
fulfilling the promise to provide the specified goods or service, (ii) we have inventory risk before the specified good or service
has been transferred to a customer and (iii) we have discretion in establishing the price for the specified good or service. When
the evaluation indicates we control the specified good or service prior to transfer to the customer, we are acting as a principal.
When the evaluation indicates we do not control the specified good or service prior transfer to the customer, we are acting as an
agent.
The nature of our contracts give rise to variable consideration in the form of volume rebates and sales returns and allowances.
We estimate variable consideration at the most likely amount to which we expect to be entitled. The estimates of variable
consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of
our anticipated performance and all information that is reasonably available.
We recognize revenue on performance obligations when the customer obtains control over the specified good or service. That
is, when the customer has the ability to direct the use of and obtain substantially all of the benefits from the good or service. For
the sale of hardware and software, this is generally upon delivery to the customer. As a result, we perform an analysis to
42
estimate the amount of Net sales in-transit at the end of the period and adjust revenue and the related costs to reflect only what
has been delivered to the customer. This analysis requires judgment whereby we perform an analysis of the estimated number
of days of sales in-transit to customers at the end of each reporting period based on a weighted-average analysis of commercial
delivery terms that include drop-shipment arrangements. Changes in delivery patterns may result in a different number of
business days estimated to make this adjustment.
Vendor Programs
We receive incentives from certain vendors related to cooperative advertising, volume rebates, bid programs, price protection
and other programs. These incentives generally relate to written agreements with specified performance requirements with the
vendors and are recorded as adjustments to Cost of sales or Merchandise inventory, depending on the nature of the incentive.
We record vendor partner receivables related to these programs when the amounts are probable and reasonably estimable. Some
programs are based on the achievement of specific targets, and we base our estimates on information provided by our vendors
and internal information to assess our progress toward achieving those targets.
We also record reserves for vendor partner receivables for estimated losses due to vendors' inability to pay or rejections by
vendors of claims. In estimating the required allowance, we take into consideration collections performance and the aging of the
incentive receivables, as well as specific vendor circumstances.
Goodwill
Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not amortized but is
subject to periodic testing for impairment at the reporting unit level on an annual basis each December 1, or more frequently if
events or changes in circumstances indicate that the asset may be impaired. These events or circumstances could include a
significant change in the business climate, legal factors, operating performance indicators, competition or sale or disposition of
a significant portion of a reporting unit.
We may elect to utilize a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying value. As part of our qualitative assessment, judgment is required in weighing the effect of various
positive and negative factors that may affect the fair value. We consider various factors, including the excess of fair value over
carrying value from the last quantitative test, macroeconomic conditions, industry and market considerations, the projected
financial performance and actual financial performance compared to prior year projected financial performance.
If we elect to bypass the qualitative assessment, or if indicators of impairment exist, a quantitative impairment test is performed.
As part of the quantitative assessment, application of the goodwill impairment test requires judgment, including the
identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units,
and determination of the fair value of each reporting unit. Fair value of a reporting unit is determined by using a weighted
combination of an income approach and a market approach, as this combination is considered the most indicative of our fair
value in an orderly transaction between market participants. This analysis requires significant judgments, including estimation
of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business,
estimation of the useful life over which cash flows will occur, determination of our weighted average cost of capital, future
market conditions and profitability of future business strategies. The estimates used to calculate the fair value of a reporting unit
change from year to year based on operating results, market conditions and other factors. Changes in these estimates and
assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. However,
our past estimates of fair value would not have indicated an impairment when revised to include subsequent years' actual
results.
Intangible Assets
Intangible assets include customer relationships, trade names, internally developed software and other intangibles. Intangible
assets are amortized on a straight-line basis over the estimated useful life of the asset and reviewed for impairment when events
or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The valuation and
classification of these assets and the assignment of useful lives involve significant judgment and the use of estimates. The
valuation, classification and assignment of useful lives are derived using market inputs, historic experience and third-party
guidance.
Income Taxes
The determination of our provision for income taxes and evaluating our tax positions requires significant judgment, the use of
estimates and the interpretation and application of complex tax laws. Our provision for income taxes primarily reflects a
combination of income earned and taxed in the various US federal and state, as well as foreign, jurisdictions. Our annual
43
effective tax rate is based on our income, the jurisdiction(s) in which the income is earned and subjected to taxation, the tax
laws in those various jurisdictions which can be affected by tax law changes, increases or decreases in permanent differences
between book and tax items, and accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances.
We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the
position becomes uncertain based upon one of the following: (1) the tax position is not more likely than not to be sustained, (2)
the tax position is more likely than not to be sustained, but for a lesser amount, or (3) the tax position is more likely than not to
be sustained, but not in the financial period in which the tax position was originally taken. Reserves related to tax accruals and
valuation allowances related to deferred tax assets can be impacted by changes in tax law in the relevant jurisdiction(s) and our
future taxable income levels in the relevant jurisdiction(s) with respect to valuation allowances.
Allowance for Credit Losses
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
involves making informed judgments to reflect our expectations for differences in current conditions, as well as changes in
forecasted macroeconomic conditions, such as changes in the unemployment rate or gross domestic product growth, when
applicable. We also consider internal information on pool specific factors to inform our decision making. We typically observe
a higher loss-rate experience with customers in the pools associated with our Corporate and Small Business segments, as
compared to the pools associated with the Public segment. During the year ended December 31, 2020, we recognized an
increase in the allowance to reflect the forecasted credit deterioration due to the COVID-19 pandemic, which considered
geographic-specific factors, customer makeup and the overall size of our pools, as well as the impacts experienced to date and
the impacts from the last significant economic downturn in 2008-2009. As the overall impact and duration of the COVID-19
pandemic remains uncertain, our estimates and assumptions may evolve as conditions change.
Recent Accounting Pronouncements
The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial
Statements included in Part II, Item 8 of this report is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures of Market Risks
Interest Rate Risk
Our market risks relate primarily to changes in interest rates. The interest rates on borrowings under our senior secured asset-
based revolving credit facility, our senior secured term loan facility and the CDW UK term loan are floating and, therefore, are
subject to fluctuations. In order to manage the risk associated with changes in interest rates on borrowings under our senior
secured term loan facility, we have entered into interest rate caps to add stability to interest expense and to manage our
exposure to interest rate fluctuations.
As of December 31, 2020, we have an interest rate cap agreement in effect with a notional amount of $1.4 billion. For
additional information, see Note 9 (Financial Instruments) to the accompanying Consolidated Financial Statements.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital
Resources - Contractual Obligations" for information on cash flows, interest rates and maturity dates of our debt obligations.
Foreign Currency Risk
We transact business in foreign currencies other than the US dollar, primarily the British pound and the Canadian dollar, which
exposes us to foreign currency exchange rate fluctuations. Revenue and expenses generated from our international operations
are generally denominated in the local currencies of the corresponding countries. The functional currency of our international
operating subsidiaries is the same as the corresponding local currency. Upon consolidation, as results of operations are
translated, operating results may differ from expectations. The direct effect of foreign currency fluctuations on our results of
operations has not been material as the majority of our results of operations are denominated in US dollars.
44
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
46
48
49
50
51
52
53
45
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CDW Corporation and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of
December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity,
and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement
schedule listed in the Index at Item 15(a) (2) (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December
31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
46
Description of the Matter
Revenue recognition
As described in Note 1 to the consolidated financial statements, the Company recognizes
revenue upon transfer of control of promised products or services to customers. The
Company applies judgment in determining whether it is the principal and reports revenue
on a gross basis, or an agent and reports revenue on a net basis. The Company also sells
some of its products and services as part of bundled contract arrangements containing
multiple performance obligations.
Significant judgment may be required when determining whether products and services are
considered distinct performance obligations that should be accounted for separately versus
together. For each distinct performance obligation, judgment is required to determine the
relative standalone selling price to allocate the transaction price, such as using an expected
cost plus margin approach.
Auditing the Company's contracts with customers was challenging given the significant
audit effort required to analyze the Company's various products, services and contract
arrangements. For example, certain customer contracts contain multiple parties and there
can be subjective judgment in assessing the Company's role as principal or agent in the
contract arrangement. For certain other customer contracts, there can be judgment in the
identification of the distinct performance obligations along with the determination of the
associated relative standalone selling prices.
How We Addressed the Matter
in Our Audit
We obtained an understanding of the revenue process, evaluated the design and tested the
operating effectiveness of the Company's internal controls over the relevant terms of the
customer contracts, including the determination of principal versus agent, the identification
of distinct performance obligations and the determination of the relative standalone selling
price for separate performance obligations.
To test revenue recognition, our audit procedures included among others, examination of
executed customer contracts for a sample of sales transactions, and evaluating the
Company's determination of principal versus agent, identifying products and services in the
contract and assessing separate distinct performance obligations. To test management's
determination of relative standalone selling price for separate performance obligations, we
performed audit procedures that included, among others, assessing the appropriateness of
the methodology applied, testing the mathematical accuracy of the underlying data and
calculations and inspecting the underlying data information on a sample basis.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2011.
Chicago, Illinois
February 26, 2021
47
CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowance for credit losses of $29.6 and $7.9, respectively
Merchandise inventory
Miscellaneous receivables
Prepaid expenses and other
Total current assets
Operating lease right-of-use assets
Property and equipment, net
Goodwill
Other intangible assets, net
Other assets
Total Assets
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade
Accounts payable-inventory financing
Current maturities of long-term debt
Contract liabilities
Accrued expenses and other current liabilities:
Compensation
Advertising
Sales and income taxes
Other
Total current liabilities
Long-term liabilities:
Debt
Deferred income taxes
Operating lease liabilities
Other liabilities
Total long-term liabilities
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; 141.9 and 143.0 shares
outstanding, respectively
Paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders' equity
Total Liabilities and Stockholders' Equity
December 31,
2020
2019
$
$
$
1,410.2 $
3,212.6
760.0
379.5
191.2
5,953.5
130.8
175.5
2,595.9
445.1
43.9
9,344.7 $
154.0
3,002.2
611.2
395.1
171.6
4,334.1
131.8
363.1
2,553.0
594.1
23.3
7,999.4
2,088.4 $
524.6
70.9
243.7
1,835.0
429.9
34.1
252.2
288.3
153.4
104.2
424.8
3,898.3
3,856.3
55.3
169.0
68.7
4,149.3
212.3
147.9
88.6
491.4
3,491.4
3,283.2
62.4
131.1
71.0
3,547.7
—
—
1.4
3,204.9
(1,813.4)
(95.8)
1,297.1
9,344.7 $
1.4
3,095.3
(2,018.6)
(117.8)
960.3
7,999.4
$
The accompanying notes are an integral part of the Consolidated Financial Statements.
48
CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions, except per share amounts)
Year Ended December 31,
Net sales
Cost of sales
Gross profit
Selling and administrative expenses
Operating income
Interest expense, net
Other (expense) income, net
Income before income taxes
Income tax expense
Net income
Net income per common share:
Basic
Diluted
Weighted-average common shares outstanding:
Basic
Diluted
2018
2020
2019
$ 18,467.5 $ 18,032.4 $ 16,240.5
13,533.6
14,992.5
2,706.9
3,039.9
1,719.6
1,906.3
987.3
1,133.6
(148.6)
(159.4)
1.8
(24.5)
840.5
949.7
(197.5)
(212.9)
643.0
736.8 $
15,257.4
3,210.1
2,030.9
1,179.2
(154.9)
(22.0)
1,002.3
(213.8)
788.5 $
$
$
$
5.53 $
5.45 $
5.08 $
4.99 $
4.26
4.19
142.6
144.8
145.1
147.8
150.9
153.6
The accompanying notes are an integral part of the Consolidated Financial Statements.
49
CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in millions)
Net income
Other comprehensive income (loss):
Unrealized loss from hedge accounting, net of tax
Reclassification of hedge accounting loss to net income, net of tax
Foreign currency translation, net of tax
Other comprehensive income (loss)
Comprehensive income
Year Ended December 31,
2020
2019
2018
$
788.5 $
736.8 $
643.0
(0.6)
6.0
16.6
22.0
(11.3)
1.7
22.4
12.8
$
810.5 $
749.6 $
(5.9)
3.9
(32.7)
(34.7)
608.3
The accompanying notes are an integral part of the Consolidated Financial Statements.
50
CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(dollars in millions)
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Balance as of December 31, 2017
153.1 $ 1.5
0.1 $ —
$ 2,911.6
$
(1,831.6) $
(95.9) $
Net income
Equity-based compensation expense
Stock option exercises
Coworker Stock Purchase Plan
Repurchases of common stock
Dividend payments ($0.925 per share)
Incentive compensation plan stock withheld for taxes
Foreign currency translation
Unrealized loss from hedge accounting
Reclassification of hedge accounting loss to net income
—
—
0.8
0.1
(6.3)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(0.1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
36.5
28.6
11.8
—
0.8
7.6
—
—
—
643.0
—
—
—
(522.3)
(140.2)
(41.5)
—
—
—
—
—
—
—
—
—
—
(32.7)
(5.9)
3.9
Balance as of December 31, 2018
147.7 $ 1.5
— $ —
$ 2,996.9
$
(1,892.6) $
(130.6) $
Net income
Equity-based compensation expense
Stock option exercises
Coworker Stock Purchase Plan
Repurchases of common stock
Dividend payments ($1.265 per share)
Incentive compensation plan stock withheld for taxes
Foreign currency translation
Unrealized loss from hedge accounting
Reclassification of hedge accounting loss to net income
—
—
1.3
0.1
—
—
—
—
(6.1)
(0.1)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
47.7
34.9
14.9
—
0.9
—
—
—
—
736.8
—
—
—
(657.1)
(184.3)
(21.4)
—
—
—
—
—
—
—
—
—
—
22.4
(11.3)
1.7
Balance as of December 31, 2019
143.0 $ 1.4
— $ —
$ 3,095.3
$
(2,018.6) $
(117.8) $
Net income
Equity-based compensation expense
Stock option exercises
Coworker Stock Purchase Plan
Repurchases of common stock
Dividend payments ($1.540 per share)
Incentive compensation plan stock withheld for taxes
Foreign currency translation
Unrealized loss from hedge accounting
Reclassification of hedge accounting loss to net income
Impact of adoption of Topic 326
Balance as of December 31, 2020
—
—
1.4
0.1
(2.6)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
42.5
49.2
16.8
—
1.1
—
—
—
—
—
788.5
—
—
—
(340.6)
(220.7)
(22.5)
—
—
—
0.5
—
—
—
—
—
—
—
16.6
(0.6)
6.0
—
985.6
643.0
36.5
28.6
11.8
(522.3)
(139.4)
(33.9)
(32.7)
(5.9)
3.9
975.2
736.8
47.7
34.9
14.9
(657.2)
(183.4)
(21.4)
22.4
(11.3)
1.7
960.3
788.5
42.5
49.2
16.8
(340.6)
(219.6)
(22.5)
16.6
(0.6)
6.0
0.5
141.9 $ 1.4
— $ —
$ 3,204.9
$
(1,813.4) $
(95.8) $
1,297.1
The accompanying notes are an integral part of the Consolidated Financial Statements.
51
CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Equity-based compensation expense
Deferred income taxes
Provision for credit losses
Other
Changes in assets and liabilities:
Accounts receivable
Merchandise inventory
Other assets
Accounts payable-trade
Other liabilities
Net cash provided by operating activities
Cash flows used in investing activities:
Capital expenditures
Acquisition of businesses, net of cash acquired
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facilities
Repayments of borrowings under revolving credit facilities
Proceeds from issuance of long-term debt
Payments to extinguish long-term debt
Net change in accounts payable-inventory financing
Repurchases of common stock
Payment of incentive compensation plan withholding taxes
Dividend payments
Other
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents – beginning of period
Cash and cash equivalents – end of period
Supplementary disclosure of cash flow information:
Interest paid
Income taxes paid, net
Year Ended December 31,
2020
2019
2018
$
788.5 $
736.8 $
643.0
425.6
42.5
(20.2)
30.9
42.1
(226.4)
(71.4)
18.6
253.7
30.4
267.1
48.5
(87.9)
0.8
28.2
(244.8)
(153.0)
(10.9)
194.1
248.3
1,314.3
1,027.2
(158.0)
(43.0)
(201.0)
(236.3)
(95.1)
(331.4)
1,024.0
2,445.5
(1,075.0)
(2,394.5)
1,300.0
(622.5)
93.0
(340.6)
(22.5)
(219.6)
2.0
138.8
4.1
1,256.2
154.0
600.0
(539.0)
(1.3)
(657.2)
(21.4)
(183.4)
1.5
(749.8)
2.2
(51.8)
205.8
1,410.2 $
154.0 $
265.6
40.7
(56.1)
0.9
10.0
(365.1)
(46.8)
25.2
271.2
117.3
905.9
(86.1)
—
(86.1)
686.7
(686.7)
—
—
(67.4)
(522.3)
(33.9)
(139.4)
8.2
(754.8)
(3.4)
61.6
144.2
205.8
(139.4) $
(154.2) $
(245.6) $
(272.2) $
(148.8)
(261.2)
$
$
$
The accompanying notes are an integral part of the Consolidated Financial Statements.
52
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 leading multi-brand
provider of 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 broad
array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that
include on-premise, hybrid and cloud capabilities across data center and networking, digital workspace, security and
virtualization.
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 Consolidated Financial Statements have been prepared in conformity with accounting principles generally
accepted in the United States of America ("US GAAP") and the rules and regulations of the US Securities and
Exchange Commission ("SEC").
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 US 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 including management’s current
assumptions with respect to implications of the novel coronavirus ("COVID-19") pandemic, 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.
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 year ended December 31, 2020.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, which allocates the fair
value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their
estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and
liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed,
management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists
to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the
53
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction
costs associated with business combinations are expensed as incurred.
Cash and Cash Equivalents
Cash and cash equivalents include deposits in banks and short-term (original maturities of three months or less at the
time of purchase), highly liquid investments that are readily convertible to known amounts of cash and are so near
maturity that there is insignificant risk of changes in value due to interest rate changes.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and typically do not bear interest. 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 the unemployment rate or gross domestic product growth rate. The
Company has typically observed a higher loss-rate experience with customers in pools associated with the Company's
Corporate and Small Business segments, as compared to the pools associated with the Public segment.
Merchandise Inventory
Inventory is valued at the lower of cost and net realizable value. Cost is determined using a weighted-average cost
method. Price protection is recorded when earned as a reduction to the cost of inventory. The Company decreases the
value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the net
realizable value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks and
assumptions about future demand and market conditions.
Miscellaneous Receivables
Miscellaneous receivables primarily consist of amounts due from vendors. The Company receives incentives from
vendors related to cooperative advertising, volume rebates, bid programs, price protection and other programs. These
incentives generally relate to written vendor agreements with specified performance requirements and are recorded as
adjustments to Cost of sales or Merchandise inventory, depending on the nature of the incentive.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation
expense using the straight-line method over the estimated useful lives of the assets. For revenue generating assets, the
Company calculates depreciation expense using the straight-line method to the estimated residual value over the
estimated useful life of the assets. Property and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying amount may not be recoverable. Determination of recoverability is based on
an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the
carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for
the excess of the asset's carrying amount over its fair value. Leasehold improvements are amortized over the shorter of
their estimated useful lives or the remaining lease term. Expenditures for major renewals and improvements that
extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged
to expense as incurred.
Leases
The Company enters into operating lease contracts, as assessed at contract inception, primarily for real estate, data
centers and equipment. On the lease commencement date, the Company records operating lease liabilities based on the
present value of the future lease payments. In determining the present value of future lease payments, the Company
uses its incremental borrowing rate based on the information available at the commencement date. For real estate and
data center contracts, the Company accounts for the lease and non-lease components as a single lease component. For
certain equipment leases, the Company applies a portfolio approach to account for the right-of-use asset and operating
lease liability. In assessing the lease term, the Company includes options to renew only when it is reasonably certain
54
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
that it will be exercised; a determination which is at the sole discretion of the Company. For leases with an initial term
of 12 months or less, the Company has elected to not record a right-of-use asset and lease liability. For equipment
leases used in revenue generating activities, the Company records a right-of-use asset and lease liability for leases with
a term of 12 months or less. The Company records lease expense on a straight-line basis over the lease term beginning
on the commencement date.
Goodwill
The Company performs an evaluation of goodwill, utilizing either a qualitative or quantitative impairment test. A
qualitative assessment is performed at least on an annual basis to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying value. The Company performs a quantitative impairment test for
each reporting unit every three years, or more frequently if circumstances indicate a potential impairment. The annual
test for impairment is conducted as of December 1. The Company's reporting units included in the assessment of
potential goodwill impairment are the same as its operating segments. Goodwill is not amortized but is subject to
periodic testing for impairment at the reporting unit level.
Under a qualitative assessment, the most recent quantitative assessment is used to determine if it is more likely than
not that the reporting unit's goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant
events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall
financial performance, changes in share price and entity-specific events to determine if there is an indication of
impairment.
Under a quantitative assessment, goodwill impairment is identified by comparing the fair value of a reporting unit to
its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is
considered impaired and an impairment charge is recognized in an amount equal to that excess, not to exceed the
carrying amount of goodwill. Fair value of a reporting unit is determined by using a weighted combination of an
income approach (75%) and a market approach (25%), as this combination is considered the most indicative of the
Company's fair value in an orderly transaction between market participants.
Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting
unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a
reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each
reporting unit are based on internally generated forecasts for the remainder of the respective reporting period and the
next five years.
Under the market approach, the Company utilizes valuation multiples derived from publicly available information for
guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be
willing to pay for a company. The valuation multiples are applied to the reporting units.
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and
assumptions, including Net sales growth rates, gross profit margins, operating margins, discount rates and future
market conditions, among others. Any changes in the judgments, estimates or assumptions used could produce
significantly different results.
Intangible Assets
Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful
lives. The cost of computer software developed or obtained for internal use is capitalized and amortized on a straight-
line basis over the estimated useful life of the software. Intangible assets are reviewed for impairment when events or
changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of
recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its
eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an
impairment loss is recorded for the excess of the asset's carrying amount over its fair value. In addition, each quarter,
the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of
each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life
of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized
prospectively over that revised remaining useful life.
55
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Deferred Financing Costs
Deferred financing costs, such as underwriting, financial advisory, professional fees and other similar fees are
capitalized and recognized in Interest expense, net over the estimated life of the related debt instrument using the
effective interest method or straight-line method, as applicable. The Company classifies deferred financing costs as a
direct deduction from the carrying value of the Long-term debt liability on the Consolidated Balance Sheets, except for
deferred financing costs associated with revolving credit facilities which are presented as an asset, within Other assets
on the Consolidated Balance Sheets.
Derivative Instruments
The Company has interest rate cap agreements for the purpose of hedging its exposure to fluctuations in interest rates.
The interest rate cap agreements are designated as cash flow hedges of interest rate risk and recorded at fair value in
Other assets on the Consolidated Balance Sheets. Changes in fair value of the derivative instruments, along with the
change in the fair value of the hedged item, are reported as a component of Accumulated other comprehensive loss
until reclassified to Interest expense, net in the same period the hedge transaction affects earnings.
Fair Value Measurements
Fair value is defined under US GAAP as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been
established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in
measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels
which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These
levels are:
Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or
similar instruments in markets that are not active and model-based valuation techniques for which all significant
assumptions are observable in the market or can be corroborated by observable market data for substantially the full
term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management's estimates of assumptions that market
participants would use in pricing the asset or liability. The fair values are therefore determined using model-based
techniques that include option pricing models, discounted cash flow models and similar techniques.
Revenue Recognition
The Company is a primary distribution channel for a large group of vendors and suppliers, including original
equipment manufacturers ("OEMs"), software publishers and wholesale distributors.
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties
are identified, payment terms are established, the contract has commercial substance and collectability of consideration
is probable. The Company evaluates the following indicators amongst others when determining whether it is acting as
a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for
fulfilling the promise to provide the specified goods or service, (ii) the Company has inventory risk before the
specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the
Company has discretion in establishing the price for the specified good or service. If the terms of a transaction do not
indicate the Company is acting as a principal in the transaction, then the Company is acting as an agent in the
transaction and the associated revenues are recognized on a net basis.
The Company recognizes revenue once control has passed to the customer. The following indicators are evaluated in
determining when control has passed to the customer: (i) the Company has a right to payment for the product or
service, (ii) the customer has legal title to the product, (iii) the Company has transferred physical possession of the
product to the customer, (iv) the customer has the significant risk and rewards of ownership of the product and (v) the
customer has accepted the product. The Company's products can be delivered to customers in a variety of ways,
including (i) as physical product shipped from the Company's warehouse, (ii) via drop-shipment by the vendor or
56
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
supplier or (iii) via electronic delivery of keys for software licenses. The Company's shipping terms typically allow for
the Company to recognize revenue when the product reaches the customer's location.
The Company leverages drop-shipment arrangements with many of its vendors and suppliers to deliver products to its
customers without having to physically hold the inventory at its warehouses. The Company is the principal in the
transaction and recognizes revenue for drop-shipment arrangements on a gross basis.
Revenue Recognition for Hardware
Revenues from sales of hardware products are recognized on a gross basis as the Company is acting as a principal in
these transactions, with the selling price to the customer recorded as Net sales and the acquisition cost of the product
recorded as Cost of sales. The Company recognizes revenue from these transactions when control has passed to the
customer, which is usually upon delivery of the product to the customer.
In some instances, the customer agrees to buy the product from the Company but requests delivery at a later date,
commonly known as bill-and-hold arrangements. For these transactions, the Company deems that control passes to the
customer when the product is ready for delivery. The Company views products ready for delivery when the customer
has a signed agreement, significant risk and rewards for the products, the ability to direct the assets, the products have
been set aside specifically for the customer, cannot be redirected to another customer and for customer orders that
include configuration services, when such services have been completed.
The Company's vendor partners warrant most of the products the Company sells. These manufacturer warranties are
assurance-type warranties and are not considered separate performance obligations. The warranties are not sold
separately and only provide assurance that products will conform with the manufacturer's specifications. In some
transactions, a third party will provide the customer with an extended warranty. These extended warranties are sold
separately and provide the customer with a service in addition to assurance that the product will function as expected.
The Company considers these warranties to be separate performance obligations from the underlying product. For
extended warranties, the Company is arranging for those services to be provided by the third party and therefore is
acting as an agent in the transaction and records revenue on a net basis at the point of sale.
The Company sells cloud computing solutions which include Infrastructure as a Service ("IaaS"). IaaS solutions utilize
third-party partners to enable customers to access data center functionality in a cloud-based solution, including storage,
computing and networking. The Company recognizes revenue for cloud computing solutions for arrangements with
one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as an agent in the
transaction. For monthly subscription-based arrangements, the Company is acting as an agent in the transaction and
recognizes revenue as it invoices the customer for its monthly usage on a net basis.
Revenue Recognition for Software
Revenues from most software license sales are recognized as a single performance obligation on a gross basis as the
Company is acting as a principal in these transactions at the point the software license is delivered to the customer.
Generally, software licenses are sold with accompanying third-party delivered software assurance, which is a product
that allows customers to upgrade, at no additional cost, to the latest technology if new capabilities are introduced
during the period that the software assurance is in effect. The Company evaluates whether the software assurance is a
separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to
the core functionality of the software itself. This involves considering if the software provides its original intended
functionality to the customer without the updates, if the customer would ascribe a higher value to the upgrades versus
the up-front deliverable, if the customer would expect frequent intelligence updates to the software (such as updates
that maintain the original functionality), and if the customer chooses to not delay or always install upgrades. If the
Company determines that the accompanying third-party delivered software assurance is critical or essential to the core
functionality of the software license, the software license and the accompanying third-party delivered software
assurance are recognized as a single performance obligation. The value of the product is primarily the accompanying
support delivered by a third party and therefore the Company is acting as an agent in these transactions and recognizes
them on a net basis at the point the associated software license is delivered to the customer. For software licenses
where the accompanying third-party delivered software assurance is not critical or essential to the core functionality,
the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a
net basis at the point the related software license is delivered to the customer. For additional information regarding the
accounting for bundled arrangements, see "Revenue Recognition for Bundled Arrangements" below.
57
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
The Company sells cloud computing solutions which include Software as a Service ("SaaS"). SaaS solutions utilize
third-party partners to offer the Company's customers access to software in the cloud that enhances office productivity,
provides security or assists in collaboration. The Company recognizes revenue for cloud computing solutions for
arrangements with one-time invoicing to the customer at the time of invoice on a net basis as the Company is acting as
an agent in the transaction. For monthly subscription-based arrangements, the Company is acting as an agent in the
transaction and recognizes revenue as it invoices the customer for its monthly usage on a net basis.
The Company's customers are offered the opportunity by certain of its vendors to purchase software licenses and
software assurance under enterprise agreements ("EAs"). For most EA transactions, the Company's obligation to the
customer is that of a distributor or sales agent of the services, where all obligations for providing the services to
customers are passed to the Company's vendors. The Company's performance obligations are satisfied at the time of
the sale. In other EA transactions, the Company is responsible for fulfilling the promised services to the customer and
providing remedy or refund for work if the customer is not satisfied with the delivered services, has inventory risk in
the arrangement and has full control to set the price for the customer. With most EAs, the Company's vendors will
transfer the license and invoice the customer directly, paying resellers an agency fee or commission on these sales. The
Company records these fees as a component of Net sales as earned and there is no corresponding Cost of sales amount.
Revenue Recognition for Services
The Company provides professional services, which include project managers and consultants recommending,
designing and implementing IT solutions. Revenue from professional services is recognized either on a time and
materials basis or proportionally as costs are incurred for fixed fee project work. Revenue is recognized on a gross
basis each month as work is performed and the Company transfers those services.
Revenues from the sale of data center services, such as managed and remote managed services, server co-location,
internet connectivity and data backup and storage provided by the Company, are recognized over the period the service
is provided. Most hosting and managed service obligations are based on the quantity and pricing parameters
established in the agreement. As the customer receives the benefit of the service each month, the Company recognizes
the respective revenue on a gross basis as the Company is acting as a principal in the transaction. Additionally, the
Company's managed services team provides project support to customers that are billed on a fixed fee basis. The
Company is acting as the principal in the transaction and recognizes revenue on a gross basis based on the total
number of hours incurred for the period over the total expected hours for the project. Total expected hours to complete
the project is updated for each period and best represents the transfer of control of the service to the customer.
Revenue Recognition for Bundled Arrangements
The Company also sells some of its products and services as part of bundled contract arrangements containing multiple
deliverables, which may include a combination of products and services. For each deliverable that represents a distinct
performance obligation, total arrangement consideration is allocated based upon the standalone selling prices of each
performance obligation.
Sales In-Transit
The Company performs an analysis of the estimated number of days of sales in-transit to customers at the end of each
reporting period based on a weighted-average analysis of commercial delivery terms that include drop-shipment
arrangements. This analysis is the basis upon which the Company estimates the amount of Net sales in-transit at the
end of the period and adjusts revenue and the related costs to reflect only what has been delivered to the customer.
Changes in delivery patterns may result in a different number of business days estimated to make this adjustment.
Freight Costs
The Company records freight billed to its customers as Net sales and the related freight costs as Cost of sales when the
underlying product revenue is recognized. For freight not billed to its customers, the Company records the freight costs
as Cost of sales. The Company's typical shipping terms result in shipping being performed before the customer obtains
control of the product. The Company considers shipping to be a fulfillment activity and not a separate performance
obligation.
58
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Other
The nature of the Company's contracts give rise to variable consideration in the form of volume rebates and sales
returns and allowances, which are estimated at contract inception. The Company estimates variable consideration at
the most likely amount to which it is expected to be entitled. This estimated amount is included in the transaction price
to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the
uncertainty associated with the variable consideration is resolved. The estimates of variable consideration and
determination of whether to include estimated amounts in the transaction price are based on an assessment of the
Company's anticipated performance and all information that is reasonably available. At the time of sale, the Company
records a liability for estimated sales returns and allowances and an associated right of return asset. The Company also
records a provision for volume rebates based on the evaluation of contract terms and historical experience.
The Company excludes amounts collected on behalf of third-parties, such as sales taxes, when determining the
transaction price.
When a contract results in revenue being recognized in excess of the amount the Company has the right to invoice to
the customer, a contract asset is recorded on the Consolidated Balance Sheets. Contract assets are comprised primarily
of professional services with fixed fee arrangements.
Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in
advance of providing the product or performing services. Contract liabilities are comprised primarily of professional
services with fixed fee arrangements, bill-and-hold transactions where control has not passed to the customer and
certain governmental contracts.
Trade accounts receivable are recorded at the point of sale (or in accordance with the Statement of Work for services)
for the total amount payable by the customer to the Company for sale of goods. Taxes to be collected from the
customer as part of the sale are included in Accounts receivable.
Any incremental direct costs of obtaining a contract, primarily sales commissions, are deferred on the Consolidated
Balance Sheets and amortized over the period of contract performance.
The Company typically does not enter into long-term contracts. The Company has elected to use the practical
expedient for its performance obligations table to include only those contracts that are longer than 12 months at the
time of contract inception and those contracts that are non-cancelable. Additionally, for certain governmental contracts
where there are annual renewals, the Company has excluded these contracts since there is only a one-year legal
obligation. Typically, the only contracts that are longer than 12 months in duration are related to the Company's
managed services business.
The Company requests payments for its products and services at the point of sale. The Company generally does not
enter into any long-term financing arrangements or payment plans with customers or contracts with customers that
have non-cash consideration.
Sales Taxes
Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in
the Consolidated Statements of Operations.
Advertising
Advertising costs are generally charged to expense in the period incurred and are recorded in Selling and
administrative expenses in the Consolidated Statements of Operations. Cooperative reimbursements from vendors are
recorded in the period the related advertising expenditure is incurred. The Company classifies vendor consideration as
a reduction to Cost of sales. During the years ended December 31, 2020, 2019 and 2018, the Company had advertising
costs of $191 million, $193 million and $183 million, respectively.
Equity-Based Compensation
The Company measures all equity-based payments using a fair-value-based method and records compensation expense
over the requisite service period using the straight-line method in its Consolidated Financial Statements. The expense
calculation includes estimated forfeiture rates, which have been developed based upon historical experience.
59
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Interest Expense
Interest expense is recognized in the period incurred at the applicable interest rate in effect.
Foreign Currency Translation
The Company's functional currency is the US dollar. The functional currency of the Company's international operating
subsidiaries is generally the same as the corresponding local currency. Assets and liabilities of the international
operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of
the international operating subsidiaries are translated at the average exchange rates in effect during the applicable
period. The resulting foreign currency translation adjustment is recorded as Accumulated other comprehensive loss,
which is reflected as a separate component of Stockholders' equity.
Income Taxes
Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their
reported amounts in the Consolidated Financial Statements using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company performs an evaluation of the realizability of deferred tax assets on
a quarterly basis. This evaluation requires management to make use of estimates and assumptions and considers all
positive and negative evidence and factors, such as the scheduled reversal of temporary differences, the mix of
earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies.
The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely
than not to be sustained upon examination by tax authorities. The Company reports a liability for unrecognized tax
benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest
and penalties, if any, related to its unrecognized tax benefits in income tax expense.
2.
Recent Accounting Pronouncements
Accounting for Income Taxes
In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes ("Topic 740"). This ASU simplifies various areas related to the
accounting for income taxes by removing certain exceptions to the general principles and by amending the existing
guidance in order to improve consistency in application. This ASU is effective for the Company beginning in the first
quarter of 2021 and allows for early adoption.
On January 1, 2021, the Company adopted the updated Topic 740 in accordance with the applicable transition
methods. Among the various updates, the Company adopted the accounting for ownership changes when transitioning
from equity method to consolidation on a modified retrospective basis, which resulted in a $19 million adjustment to
retained earnings as of January 1, 2021 for the cumulative effect of derecognizing the deferred tax liability related to
the UK acquisition. For additional information regarding the deferred tax liability previously recognized for the UK
acquisition, see Note 11 (Income Taxes). The remaining components of the updated Topic 740 did not have an impact
to the Company’s Consolidated Financial Statements.
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. Topic 848 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. Topic 848 was effective upon issuance and will remain in effect for all contract
modifications and hedging relationships entered into through December 31, 2022. The adoption of Topic 848, along
with the related expedients, did not have an impact to the Company’s Consolidated Financial Statements.
Measurement of Credit Losses on Financial Instruments
On January 1, 2020, the Company adopted and applied 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
60
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
326, as well as the adjustment to retained earnings for the cumulative effect, was not significant to the Company's
Consolidated Financial Statements.
3.
Acquisition
On February 1, 2019, the Company completed the acquisition of all issued and outstanding shares of Scalar Decisions
Inc. ("Scalar"), a leading technology solutions provider in Canada, for a total final purchase price of $88 million, of
which $13 million is deferred to satisfy potential indemnity obligations and is expected to be paid in the first quarter of
2021. The purchase price allocation is final.
4.
Allowance for Credit Losses
The changes in the allowance for credit losses related to accounts receivable were as follows:
Balance as of December 31, 2019
Provision for credit losses
Write-offs charged against the allowance for credit losses
Other
Balance as of December 31, 2020
Year Ended December 31, 2020
$
$
7.9
30.9
(10.8)
1.6
29.6
During the year ended December 31, 2020, the Company recognized a provision for credit losses of $31 million to
reflect the forecasted credit deterioration primarily due to the COVID-19 pandemic, which considered geographic-
specific factors, customer makeup and the overall size of the Company's pools, as well as the impacts experienced to
date and the impacts from the last significant economic downturn in 2008-2009. Due to the higher inherent risk in the
pools associated with the Company's Corporate and Small Business segments, the overall size of certain pools within
the Public segment, and the increased risk with customers based from the UK pool, the majority of the allowance
relates to these pools. As the overall impact and duration of the COVID-19 pandemic remains uncertain, the
Company's estimates and assumptions may evolve as conditions change.
5.
Property and Equipment
Property and equipment consists of the following:
Building and leasehold improvements
Computer and data processing equipment
Construction in progress
Machinery and equipment
Land
Computer software
Furniture and fixtures
Revenue generating assets
Property and equipment, gross
Less: accumulated depreciation
Property and equipment, net
*Asset is not depreciated.
Useful Lives (Years)
5 - 25
3 - 5
-*
5 - 10
-*
3 - 5
5 - 10
Up to 1
December 31,
2020
2019
$
$
126.8 $
126.5
50.8
43.3
27.7
22.9
21.2
—
419.2
(243.7)
175.5 $
134.2
132.0
23.3
45.4
27.7
25.1
20.5
212.0
620.2
(257.1)
363.1
During 2019, the Company recorded additions of $212 million to revenue generating assets related to the delivery of a
mobility solution, which was delivered throughout 2020.
During 2020, 2019 and 2018, the Company recorded disposals of $54 million, $3 million and $25 million,
respectively, to remove Property and equipment that were no longer in use.
61
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $213 million, $41 million and $42
million, respectively. During 2020, the increased depreciation expense was primarily due to the delivery of a mobility
solution.
6.
Goodwill and Other Intangible Assets
Goodwill
The changes in goodwill by reportable segment are as follows:
Balances as of December 31, 2018(2)
Scalar acquisition(3)
Aptris, Inc. acquisition(4)
Foreign currency translation
Balances as of December 31, 2019(2)
IGNW, Inc. acquisition(5)
Foreign currency translation
Balances as of December 31, 2020(2)
Corporate
Small
Business
Public
Other(1)
Consolidated
$ 1,074.1 $
185.9 $
929.6 $
273.2 $ 2,462.8
—
16.5
—
—
—
—
—
—
—
1,090.6
185.9
929.6
33.0
—
—
—
—
—
62.0
—
11.7
346.9
—
9.9
62.0
16.5
11.7
2,553.0
33.0
9.9
$ 1,123.6 $
185.9 $
929.6 $
356.8 $ 2,595.9
(1)
(2)
(3)
(4)
(5)
Other is comprised of CDW UK and CDW Canada reporting units.
Goodwill is net of accumulated impairment losses of $1,571 million, $354 million and $28 million related to
the Corporate, Public and Other segments, respectively.
For additional information regarding the addition to goodwill resulting from the Company's acquisition, see
Note 3 (Acquisition).
The Company acquired Aptris, Inc. on October 1, 2019.
The Company acquired IGNW, Inc. on July 1, 2020.
December 1, 2020 and 2019 Impairment Analysis
The Company completed its annual impairment analysis as of December 1, 2020 and 2019. For all reporting units, the
Company performed a quantitative analysis. Based on the results of the quantitative analysis the Company determined
that the fair values of Corporate, Small Business, Public, CDW UK, and CDW Canada reporting units substantially
exceeded their carrying values and no impairment existed.
62
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Other Intangible Assets
A summary of intangible assets is as follows:
December 31, 2020
Customer relationships and contracts
Trade name
Internally developed software
Other
Total
Useful Lives (Years)
3 - 14
generally 20
3 - 5
1 - 10
December 31, 2019
Customer relationships and contracts
Trade name
Internally developed software
Other
Total
3 - 14
generally 20
3 - 5
1 - 10
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
$
$
$
$
2,131.5 $
422.8
280.6
9.6
2,844.5 $
2,111.2 $
422.8
263.5
5.5
2,803.0 $
(1,927.9) $
(280.1)
(186.0)
(5.4)
(2,399.4) $
(1,786.4) $
(259.0)
(160.0)
(3.5)
(2,208.9) $
203.6
142.7
94.6
4.2
445.1
324.8
163.8
103.5
2.0
594.1
During the years ended December 31, 2020, 2019 and 2018, the Company recorded disposals of $25 million, $11
million and $26 million, respectively, to remove fully amortized intangible assets that were no longer in use.
During the years ended December 31, 2020, 2019 and 2018, the Company recorded amortization expense related to
intangible assets of $212 million, $219 million and $223 million, respectively.
Estimated future amortization expense related to intangible assets is as follows:
Years ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total future amortization expense
Estimated Future
Amortization Expense
$
$
126.4
77.1
57.5
43.0
42.9
98.2
445.1
63
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
7.
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:
Revolving Loan inventory financing agreement(1)
Other inventory financing agreements
Accounts payable-inventory financing
December 31,
2020
2019
$
470.1 $
379.1
54.5
50.8
$
524.6 $
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.
8.
Contract Liabilities and Remaining 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 December 31, 2020
and December 31, 2019, the contract liability balance was $244 million and $252 million, respectively. For the years
ended December 31, 2020, 2019 and 2018, the Company recognized revenue of $203 million, $136 million, and $123
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. For additional information regarding the Company's performance
obligations, see Note 1 (Description of Business and Summary of Significant Accounting Policies). The following
table represents the total transaction price for the remaining performance obligations as of December 31, 2020 related
to non-cancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.
Remaining performance obligations
$
38.2
$
24.9
$
8.5
$
0.3
Within 1 Year
Years 1-2
Years 2-3
Thereafter
9.
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 new interest rate
cap agreements.
As of December 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 $1.4 billion and $2.8 billion as of December 31, 2020 and December 31,
2019, respectively, of which $1.4 billion matured at December 31, 2020 and $1.4 billion will mature at December 31,
2022.
The fair value of the Company's interest rate cap agreements is 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-
64
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
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 10 (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 ("AOCL") and are subsequently
reclassified into Interest expense in the period when the hedged forecasted transaction affects earnings. The following
tables provide the activity in AOCL, net of tax, for the years ended December 31, 2020, 2019 and 2018.
Change in fair value recorded to AOCL
Reclassification from AOCL to Interest expense, net
Year Ended December 31,
2020
2019
2018
$
$
(0.6) $
6.0 $
(11.3) $
1.7 $
(5.9)
3.9
The Company expects to reclassify $3 million from Accumulated other comprehensive loss into Interest expense, net
during the next 12 months.
10.
Long-Term Debt
Credit Facilities
CDW UK revolving credit facility(1)
Senior secured asset-based revolving credit
facility
Total credit facilities
As of December 31, 2020
As of December 31, 2019
Maturity Date
Interest Rate
Amount
Interest Rate
Amount
July 2021
— % $
March 2022
— %
—
—
—
— % $
—
5.000 %
51.0
51.0
Term Loans
CDW UK term loan(1)
Senior secured term loan facility
Total term loans
Unsecured Senior Notes
Senior notes due 2024
Senior notes due 2025
Senior notes due 2025
Senior notes due 2028
Senior notes due 2029
Total unsecured senior notes
August 2021
1.445 %
56.0
2.190 %
61.0
October 2026
1.900 % 1,423.4
3.550 % 1,438.3
1,479.4
1,499.3
December 2024
May 2025
September 2025
April 2028
February 2029
5.500 %
4.125 %
— %
4.250 %
3.250 %
575.0
600.0
—
600.0
700.0
2,475.0
5.500 %
— %
5.000 %
4.250 %
— %
575.0
—
600.0
600.0
—
1,775.0
Other long-term obligations
Unamortized deferred financing fees
Current maturities of long-term debt
Total long-term debt
(1)
British pound-denominated debt facilities.
—
(27.2)
(70.9)
$ 3,856.3
12.6
(20.6)
(34.1)
$ 3,283.2
As of December 31, 2020, the Company is in compliance with the covenants under the various credit agreements and
indentures.
65
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Credit Facilities
The Company has a variable rate CDW UK revolving credit facility that is denominated in British pounds. As of
December 31, 2020, the Company could have borrowed up to an additional £50 million ($68 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 December 31, 2020, the Revolving Loan has less than $1 million of undrawn
letters of credit, $459 million reserved for the floorplan sub-facility and a borrowing base of $2.2 billion, which is
based on the amount of eligible inventory and accounts receivable balances as of November 30, 2020. As of December
31, 2020, the Company could have borrowed up to an additional $1.0 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 7 (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 with the remaining principal amount due at the maturity date. The
CDW UK term loan agreement imposes restrictions on CDW UK's ability to transfer funds to the Company through
the payment of dividends, repayment of intercompany loans, advances or subordinated debt that require, among other
things, the maintenance of a minimum net leverage ratio. As of December 31, 2020, the amount of restricted payment
capacity under the CDW UK term loan was £159 million ($218 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 9 (Financial Instruments)). The interest rate disclosed in the table above
represents the variable interest rates in effect for December 31, 2020 and 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 December 31, 2020, the amount of CDW's restricted payment capacity under the Term Loan was $2.2 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 7 (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 a fixed interest rate, which is paid semi-annually.
Debt Issuance and Extinguishments
On April 21, 2020, the Company completed the issuance of $600 million aggregate principal amount of 4.125% Senior
Notes due 2025 at par ("2025 Senior Notes"). The 2025 Senior Notes will mature on May 1, 2025 and bear interest of
4.125% per annum, payable semi-annually on May 1 and November 1 of each year, which had payments commence
November 1, 2020.
On August 13, 2020, the Company completed the issuance of $700 million aggregate principal amount of 3.25%
Senior Notes due 2029 at par ("2029 Senior Notes"). The 2029 Senior Notes will mature on February 15, 2029 and
bear interest of 3.25% per annum, payable semi-annually on February 15 and August 15 of each year, which had
payments commence February 15, 2021. The net proceeds from the issuance were primarily used to redeem all of the
remaining $600 million aggregate principal amount of the 5.000% Senior Notes due September 2025 at a redemption
price of 103.75% of the principal amount redeemed, plus accrued and unpaid interest to the date of redemption, to pay
fees and expenses related to the issuance and redemption, and for general corporate purposes.
On September 26, 2019, the Company completed the issuance of $600 million aggregate principal amount of 4.25%
Senior Notes due 2028 ("2028 Senior Notes") at par. The 2028 Senior Notes will mature on April 1, 2028 and bear
interest at a rate of 4.25% per annum, payable semi-annually on April 1 and October 1 of each year, which had
payments commence on April 1, 2020. The net proceeds from the issuance of the 2028 Senior Notes were primarily
used to redeem all of the remaining $525 million aggregate principal amount of the 5.00% Senior Notes due 2023 at a
redemption price of 102.5% of the principal amount redeemed, plus accrued and unpaid interest to the date of
66
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
redemption, and to pay fees and expenses related to the issuance and redemption. The redemption date was October
12, 2019. On the same date, the indenture governing the Senior Notes due 2023 was satisfied and discharged.
Total Debt Maturities
A summary of total debt maturities is as follows:
Years ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total debt maturities
Fair Value
Debt Maturities
70.9
15.0
14.9
589.9
614.9
2,648.8
3,954.4
$
$
The fair values of the Senior Notes were estimated using quoted market prices for identical liabilities that are traded in
over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated
using dealer quotes for identical liabilities in markets that are not considered active. The Senior Notes, Term Loan and
CDW UK term loan are classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan
and CDW UK revolving credit facility approximate fair value if there are outstanding borrowings. The approximate
fair values and related carrying values of the Company's long-term debt, including current maturities and excluding
unamortized discount and unamortized deferred financing costs, are as follows:
Fair value
Carrying value
11.
Income Taxes
December 31,
2020
2019
$
4,077.9 $
3,954.4
3,447.5
3,337.9
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 was 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 before income taxes was taxed under the following jurisdictions:
Domestic
Foreign
Total
Year Ended December 31,
2020
2019
2018
$
934.3 $
68.0
$ 1,002.3 $
854.1 $
95.6
949.7 $
762.3
78.2
840.5
67
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Components of Income tax expense (benefit) consist of the following:
Current:
Federal
State
Foreign
Total current
Deferred:
Domestic
Foreign
Total deferred
Income tax expense
Year Ended December 31,
2020
2019
2018
$
$
166.5 $
49.2
18.3
234.0
224.7 $
56.1
20.0
300.8
(18.8)
(1.4)
(20.2)
213.8 $
(83.0)
(4.9)
(87.9)
212.9 $
192.6
43.3
17.7
253.6
(52.7)
(3.4)
(56.1)
197.5
The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the
effective tax rate was as follows:
Statutory federal income tax rate
State taxes, net of federal effect
Excess tax benefit of equity awards
Effect of rates different than statutory
Tax on foreign earnings
Effect of tax law changes
Other
Effective tax rate
Year Ended December 31,
2020
2019
2018
$ 210.5
21.0 % $ 199.4
21.0 % $ 176.5
21.0 %
36.0
(28.8)
(0.8)
1.0
(6.8)
2.7
3.6
(2.9)
(0.1)
0.1
(0.7)
0.3
35.4
(26.8)
3.7
(2.8)
0.8
2.1
—
2.0
0.1
0.2
—
0.2
31.1
(19.7)
0.6
2.8
(1.9)
8.1
3.7
(2.3)
0.1
0.3
(0.2)
0.9
$ 213.8
21.3 % $ 212.9
22.4 % $ 197.5
23.5 %
68
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
The tax effect of temporary differences that give rise to net deferred income tax liabilities is presented below.
Reclassifications have been made to conform to current year presentation.
Deferred tax assets:
Contract liabilities
Equity compensation plans
Net operating loss and credit carryforwards, net
Payroll and benefits
Operating lease liabilities
Accounts receivable
Other
Total deferred tax assets
Deferred tax liabilities:
Acquisition-related intangibles
Property and equipment
International investments
Operating lease right-of-use assets
Other
Total deferred tax liabilities
Deferred tax asset valuation allowance
Net deferred tax liabilities
December 31,
2020
2019
$
13.2 $
20.1
22.9
21.8
47.5
26.0
15.9
46.3
21.1
20.1
9.6
41.0
15.6
14.1
167.4
167.8
76.5
39.9
19.2
32.5
23.3
191.4
16.9
$
40.9 $
112.2
27.0
19.2
33.7
17.5
209.6
16.8
58.6
The Company has international income tax net operating losses of $6 million that do not expire and state and
international tax credit carryforwards of $23 million, which expire at various dates from 2024 through 2027.
Due to the nature of the CDW UK acquisition, the Company has provided US income taxes of $19 million on the
excess of the financial reporting value of the investment over the corresponding tax basis. The Company is indefinitely
reinvested in its UK business, and therefore will not provide for any US deferred taxes on the earnings of the UK
business. The Company is not permanently reinvested in its Canadian business and therefore has recognized deferred
tax liabilities of $1 million as of December 31, 2020 related to Canada withholding taxes on earnings of its Canadian
business.
In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities,
including the Internal Revenue Service ("IRS"). In general, the Company is no longer subject to audit by the IRS or
state, local, or foreign taxing authorities for tax years through 2014. Various taxing authorities are in the process of
auditing income tax returns of the Company and its subsidiaries. The Company does not anticipate that any
adjustments from the audits would have a material impact on its Consolidated Financial Statements.
Changes in the Company's unrecognized tax benefits as of December 31, 2020, 2019 and 2018 were as follows:
Balance as of January 1
Additions for tax positions related to current year
Additions for tax positions related to prior year
Balance as of December 31
Year Ended December 31,
2020
2019
2018
$
$
17.7 $
0.1
0.5
18.3 $
15.1 $
2.6
—
17.7 $
—
15.1
—
15.1
As of December 31, 2020, the Company had $18 million of unrecognized tax benefits that, if recognized, would have
decreased income taxes and the corresponding effective income tax rate and increased net income. The impact of
69
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
recognizing these tax benefits, net of the federal income tax benefit related to unrecognized state income tax benefits,
would be approximately $15 million.
12.
Leases
The Company has operating leases primarily for real estate, data centers and equipment. Lease terms range from 1 year
to 16 years.
Supplemental Consolidated Balance Sheets information related to the Company's operating leases is as follows:
Classification on the Consolidated Balance Sheets
December 31,
2020
2019
Assets
Liabilities
Current
Long-term
Total lease liabilities
Operating lease right-of-use assets
$ 130.8
$ 131.8
Accrued expenses and other current liabilities - Other
$
25.6
$
30.1
Long-term operating lease liabilities
169.0
131.1
$ 194.6
$ 161.2
December 31,
2020
2019
10.3
9.7
3.98 %
4.78 %
Lease term and discount rate
Weighted average remaining lease term (years)
Weighted average discount rate
Operating lease expense for the years ended December 31, 2020 and 2019 was $53 million and $93 million,
respectively. Prior to the adoption of Topic 842, operating lease expense for the year ended December 31, 2018 was
$30 million.
Maturities of operating lease liabilities are as follows:
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: Interest
Present value of lease liabilities
Supplemental cash flow information related to operating leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease obligations
Operating leases
70
December 31, 2020
$
$
$
32.8
26.7
22.5
19.5
18.3
123.4
243.2
(48.6)
194.6
Year Ended December 31,
2020
2019
$
$
35.8 $
88.0
26.7 $
110.2
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
13.
Stockholders' Equity
Share Repurchase Program
The Company has a share repurchase program under which it may repurchase shares of its common stock in the open
market or through privately negotiated other transactions, depending on share price, market conditions and other
factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of
shares, and repurchases may be commenced or suspended from time to time without prior notice.
During 2020, the Company repurchased 2.6 million shares of its common stock for $341 million. These repurchases
occurred under the program announced on February 7, 2019, by which the Board of Directors authorized an increase to
the Company's share repurchase program by $1.0 billion. As of December 31, 2020, the Company has $338 million
remaining under this program.
14.
Equity-Based Compensation
Equity-based compensation expense, which is recorded in Selling and administrative expenses in the Consolidated
Statements of Operations was as follows:
Equity-based compensation expense
Income tax benefit(1)
Equity-based compensation expense, net of tax
Year Ended December 31,
2020
2019
2018
$
$
42.5 $
(7.7)
34.8 $
48.5 $
(9.8)
38.7 $
40.7
(9.9)
30.8
(1)
Represents equity-based compensation tax expense at the statutory tax rates. Excess tax benefits associated
with equity awards are excluded from this disclosure and separately disclosed in Note 11 (Income Taxes).
The total unrecognized compensation cost related to non-vested awards was $43 million as of December 31, 2020 and
is expected to be recognized over a weighted-average period of 2.0 years.
2013 Long-Term Incentive Plan
The 2013 Long-Term Incentive Plan ("2013 LTIP") provides for the grant of incentive stock options, nonqualified
stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock and performance awards.
The maximum aggregate number of shares that may be issued under the 2013 LTIP is 15.5 million shares of the
Company's common stock, in addition to the 3.8 million shares of restricted stock granted in exchange for unvested
Class B Common Units in connection with the Company's Initial Public Offering ("IPO"). As of December 31, 2020,
2.6 million shares were available for issuance under the 2013 LTIP, which was approved by the Company's pre-IPO
shareholders. Authorized but unissued shares are reserved for issuance in connection with equity-based awards.
Stock Options
The exercise price of a stock option granted is equal to the fair value of the underlying stock on the date of the grant.
Stock options have a contractual term of ten years and generally vest ratably over three years. To estimate the fair
value of options granted, the Company uses the Black-Scholes option pricing model. The weighted-average
assumptions used to value the stock options granted were as follows:
Grant date fair value
Volatility (1)
Risk-free rate (2)
Expected dividend yield
Expected term (in years) (3)
$
Year Ended December 31,
2020
2019
2018
$
20.46
25.50 %
0.51 %
1.52 %
6.0
$
19.26
20.00 %
2.53 %
1.23 %
6.0
14.80
20.00 %
2.75 %
1.14 %
6.0
(1)
Based upon an assessment of the two-year and five-year historical and implied volatility for the Company's
selected peer group, adjusted for the Company's leverage.
71
(2)
(3)
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Based on a composite US Treasury rate.
Calculated using the simplified method, which defines the expected term as the average of the option's
contractual term and the option's weighted-average vesting period. The Company utilizes this method as it has
limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock
option term.
Stock option activity for the year ended December 31, 2020 was as follows:
Number of
Options
Weighted-
Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
(years)
Aggregate
Intrinsic Value
Outstanding at January 1, 2020
Options
Granted
Forfeited/Expired
Exercised(1)
Outstanding at December 31, 2020
4,138,242 $
59.39
991,431
(44,409)
(1,119,812)
3,965,452 $
100.80
92.54
44.05
73.71
6.48 $
230.3
4.98 $
8.32 $
164.8
64.7
Vested and exercisable at December 31, 2020
Expected to vest after December 31, 2020
2,192,951 $
1,745,547 $
56.63
94.70
(1)
The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018
was $94 million, $83 million and $47 million, respectively.
Restricted Stock Units ("RSUs")
Restricted stock units represent the right to receive unrestricted shares of the Company's stock at the time of vesting.
RSUs generally cliff-vest at the end of three years. The fair value of RSUs is equal to the closing price of the
Company's common stock on date of grant.
RSU activity for the year ended December 31, 2020 was as follows:
Non-vested at January 1, 2020
Granted (1)
Vested (2)
Forfeited
Non-vested at December 31, 2020
Number of Units
Weighted-Average
Grant-Date Fair
Value
209,378 $
66,685
(172,691)
(10,936)
75.56
112.55
68.78
86.16
92,436 $
107.88
(1)
(2)
The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2020, 2019
and 2018 was $112.55, $103.24 and $73.95, respectively.
The aggregate fair value of RSUs that vested during the years ended December 31, 2020, 2019 and 2018 was
$12 million, $4 million and $2 million, respectively.
Performance Share Units ("PSUs")
Performance share units represent the right to receive unrestricted shares of the Company's stock at the time of vesting.
PSUs are granted under the 2013 LTIP which cliff-vest at the end of three years. The percentage of PSUs that shall
vest will range from 0% to 200% of the number of PSUs granted based on the Company's performance against a
cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a
three-year performance period.
72
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
PSU activity for the year ended December 31, 2020 was as follows:
Non-vested at January 1, 2020
Granted (1)
Attainment Adjustment (2)
Vested (3)
Forfeited
Non-vested at December 31, 2020
Number of Units
Weighted-Average
Grant-Date Fair
Value
381,905 $
253,307
166,574
(353,245)
(27,377)
87.78
102.96
59.00
68.07
88.98
421,164 $
102.07
(1)
(2)
(3)
The weighted-average grant date fair value of PSUs granted during the years ended December 31, 2020, 2019
and 2018 was $102.96, $101.33 and $73.74, respectively.
During the year ended December 31, 2020, the attainment on PSUs vested at December 31, 2019 was
adjusted to reflect actual performance.
The aggregate fair value of PSUs that vested during the years ended December 31, 2020, 2019 and 2018 was
$24 million, $18 million and $13 million, respectively.
Equity Awards Granted by Seller of CDW UK
As part of the Company's acquisition of CDW UK in 2015, stock options were granted by one of the sellers of CDW
UK to certain CDW UK coworkers. In 2020, there were no outstanding option awards granted by this seller. In 2019
and 2018, 110,978 and 456,613 stock options, respectively, vested and were exercised. The activity was reported as a
financing activity in the Consolidated Statement of Cash Flows and as increases to Accumulated Deficit in the
Consolidated Statement of Stockholders' Equity for the years ended December 31, 2019 and 2018.
15.
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:
Basic weighted-average shares outstanding
Effect of dilutive securities (1)
Diluted weighted-average shares outstanding (2)
Year Ended December 31,
2020
2019
2018
142.6
2.2
144.8
145.1
2.7
147.8
150.9
2.7
153.6
(1)
(2)
The dilutive effect of outstanding stock options, restricted stock units, performance share units and Coworker
Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury
stock method.
There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares
outstanding for the years ended December 31, 2020, 2019 and 2018, respectively, as their inclusion would
have had an anti-dilutive effect.
16.
Coworker Retirement and Other Compensation Benefits
Profit Sharing Plan and Other Savings Plans
The Company has a profit-sharing plan that includes a salary reduction feature established under the Internal Revenue
Code Section 401(k) covering substantially all coworkers in the US. In addition, coworkers outside the US participate
in other savings plans. Company contributions to the profit sharing and other savings plans are made in cash and
73
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
determined at the discretion of the Board of Directors. For the years ended December 31, 2020, 2019 and 2018, the
amounts expensed for these plans were $28 million, $38 million and $34 million, respectively.
Coworker Stock Purchase Plan
The Company has a Coworker Stock Purchase Plan ("CSPP") that provides the opportunity for eligible coworkers to
acquire shares of the Company's common stock at a 5% discount from the closing market price on the final day of the
offering period. There is no compensation expense associated with the CSPP.
17.
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 December 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.
18.
Segment Information
The Company's segment information reflects the way the Chief Operating Decision Maker uses internal reporting to
evaluate business performance, allocate resources and manage operations.
The Company has three reportable segments: Corporate, which is comprised primarily of private sector business
customers with more than 250 employees in the US, Small Business, primarily servicing private sector business
customers with up to 250 employees in the US, 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").
The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics
function includes purchasing, distribution and fulfillment services to support the Corporate, Small Business and Public
segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to all of
these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such
as accounting, information technology, marketing, legal and coworker services. Headquarters function costs that are
not allocated to the segments are included under the heading of "Headquarters" in the tables below.
The Company allocates resources to and evaluates performance of its segments based on Net sales, Operating income
and Non-GAAP Operating income. However, the Company has concluded that Operating income is the more useful
measure in terms of discussion of operating results, as it is a US GAAP measure.
Segment information for Total assets and capital expenditures is not presented, as such information is not used in
measuring segment performance or allocating resources between segments.
74
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Selected Segment Financial Information
Information about the Company's segments for the years ended December 31, 2020, 2019 and 2018 is as follows:
2020:
Net sales
Corporate
Small
Business
Public
Other
Headquarters
Total
$ 6,846.0 $ 1,397.1 $ 8,137.7 $ 2,086.7 $
— $ 18,467.5
Operating income (loss)
Depreciation and amortization expense
489.5
(73.2)
99.0
678.2
(18.3)
(229.7)
65.9
(32.5)
(153.4) 1,179.2
(71.9)
(425.6)
2019:
Net sales
$ 7,499.0 $ 1,510.3 $ 6,864.8 $ 2,158.3 $
— $ 18,032.4
Operating income (loss)
Depreciation and amortization expense
585.1
(86.9)
107.5
(22.5)
475.0
(56.3)
101.6
(31.2)
(135.6) 1,133.6
(70.2)
(267.1)
2018:
Net sales
$ 6,842.5 $ 1,359.6 $ 6,154.7 $ 1,883.7 $
— $ 16,240.5
Operating income (loss)
Depreciation and amortization expense
530.4
(88.2)
94.4
(22.1)
405.0
(51.2)
82.2
(31.8)
(124.7)
987.3
(72.3)
(265.6)
75
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Geographic Areas and Revenue Mix
Geography(1)
United States
Rest of World
Total Net sales
Major Product and Services
Hardware
Software
Services
Other(2)
Total Net sales
Sales by Channel
Corporate
Small Business
Government
Education
Healthcare
Other
Total Net sales
Corporate
Small Business
Public
Other
Total
Year Ended December 31, 2020
$
6,823.6 $
1,397.1 $
8,137.7 $
20.8 $
16,379.2
22.4
6,846.0
—
—
1,397.1
8,137.7
2,065.9
2,086.7
2,088.3
18,467.5
5,289.2
1,088.3
400.8
67.7
1,156.1
189.3
31.5
20.2
6,844.0
1,544.1
982.8
269.8
41.1
320.6
211.8
10.2
14,833.4
2,581.0
913.9
139.2
6,846.0
1,397.1
8,137.7
2,086.7
18,467.5
6,846.0
—
—
—
—
—
—
1,397.1
—
—
—
—
—
—
2,978.5
3,458.1
1,701.1
—
6,846.0
1,397.1
8,137.7
—
—
—
—
—
2,086.7
2,086.7
6,846.0
1,397.1
2,978.5
3,458.1
1,701.1
2,086.7
18,467.5
Timing of Revenue Recognition
Transferred at a point in time where
CDW is principal
Transferred at a point in time where
CDW is agent
Transferred over time where CDW is
principal
Total Net sales
6,140.7
1,301.3
7,477.4
1,835.5
16,754.9
457.4
84.5
292.5
61.6
896.0
247.9
6,846.0 $
11.3
1,397.1 $
367.8
8,137.7 $
189.6
2,086.7 $
816.6
18,467.5
$
(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.
76
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Geography(1)
United States
Rest of World
Total Net sales
Major Product and Services(2)
Hardware
Software
Services
Other(3)
Total Net sales
Sales by Channel
Corporate
Small Business
Government
Education
Healthcare
Other
Total Net sales
Corporate
Small Business
Public
Other
Total
Year Ended December 31, 2019
$
7,485.7 $
1,510.3 $
6,864.8 $
32.5 $
15,893.3
13.3
7,499.0
—
—
1,510.3
6,864.8
2,125.8
2,158.3
2,139.1
18,032.4
5,963.7
1,069.2
395.8
70.3
1,264.7
196.0
28.5
21.1
5,624.9
1,019.6
199.0
21.3
1,628.9
300.2
217.6
11.6
14,482.2
2,585.0
840.9
124.3
7,499.0
1,510.3
6,864.8
2,158.3
18,032.4
7,499.0
—
—
—
—
—
—
1,510.3
—
—
—
—
—
—
2,519.3
2,411.6
1,933.9
—
7,499.0
1,510.3
6,864.8
—
—
—
—
—
2,158.3
2,158.3
7,499.0
1,510.3
2,519.3
2,411.6
1,933.9
2,158.3
18,032.4
Timing of Revenue Recognition
Transferred at a point in time where
CDW is principal
Transferred at a point in time where
CDW is agent
Transferred over time where CDW is
principal
Total Net sales
6,818.7
1,423.1
6,410.2
1,900.6
16,552.6
446.1
234.2
80.0
7.2
248.5
206.1
59.6
198.1
834.2
645.6
$
7,499.0 $
1,510.3 $
6,864.8 $
2,158.3 $
18,032.4
(1)
(2)
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.
Amounts have been reclassified for changes in individual product classifications to conform to the
presentation for the year ended December 31, 2020.
(3)
Includes items such as delivery charges to customers.
77
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
Geography(1)
United States
Rest of World
Total Net sales
Major Product and Services(2)
Hardware
Software
Services
Other(3)
Total Net sales
Sales by Channel
Corporate
Small Business
Government
Education
Healthcare
Other
Total Net sales
Corporate
Small Business
Public
Other
Total
Year Ended December 31, 2018
$
6,834.4 $
1,359.6 $
6,154.7 $
30.9 $
14,379.6
8.1
—
—
6,842.5
1,359.6
6,154.7
1,852.8
1,883.7
1,860.9
16,240.5
5,464.9
973.3
336.9
67.4
1,135.2
175.2
28.1
21.1
5,039.3
1,492.3
937.0
161.8
16.6
213.6
169.1
8.7
13,131.7
2,299.1
695.9
113.8
6,842.5
1,359.6
6,154.7
1,883.7
16,240.5
6,842.5
—
—
—
—
—
—
1,359.6
—
—
—
—
—
—
2,097.3
2,327.4
1,730.0
—
6,842.5
1,359.6
6,154.7
—
—
—
—
—
1,883.7
1,883.7
6,842.5
1,359.6
2,097.3
2,327.4
1,730.0
1,883.7
16,240.5
Timing of Revenue Recognition
Transferred at a point in time where
CDW is principal
Transferred at a point in time where
CDW is agent
Transferred over time where CDW is
principal
Total Net sales
6,256.5
1,281.3
5,758.6
1,687.6
14,984.0
389.1
196.9
69.4
8.9
211.5
184.6
49.8
146.3
719.8
536.7
$
6,842.5 $
1,359.6 $
6,154.7 $
1,883.7 $
16,240.5
(1)
(2)
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.
Amounts have been reclassified for changes in individual product classifications to conform to the
presentation for the year ended December 31, 2020.
(3)
Includes items such as delivery charges to customers.
78
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 years ended December 31, 2020, 2019 and 2018.
Categories are based upon internal classifications.
2020
Percentage
of Total Net
Sales
Net Sales
Year Ended December 31,
2019(1)
2018(1)
Net Sales
Percentage
of Total Net
Sales
Net Sales
Percentage
of Total Net
Sales
Notebooks/Mobile
Devices
Netcomm Products
Desktops
Video
Enterprise and Data
Storage (Including Drives)
Other Hardware
Total Hardware
Software(2)
Services(2)
Other(3)
Total Net sales
$
5,486.2
1,955.0
1,132.4
1,190.8
947.4
4,121.6
14,833.4
2,581.0
913.9
139.2
29.7 % $
10.6
6.1
6.4
5.1
22.3
80.2
14.0
4.9
0.9
4,344.9
2,189.1
1,547.3
1,272.9
1,147.6
3,980.4
14,482.2
2,585.0
840.9
124.3
24.1 % $
12.1
8.6
7.1
6.4
22.1
80.4
14.3
4.7
0.6
3,843.3
2,116.6
1,254.9
1,184.1
1,102.4
3,630.4
13,131.7
2,299.1
695.9
113.8
23.7 %
13.0
7.7
7.3
6.8
22.4
80.9
14.2
4.3
0.6
$ 18,467.5
100.0 % $ 18,032.4
100.0 % $ 16,240.5
100.0 %
(1)
(2)
Amounts have been reclassified for changes in individual product classifications to conform to the
presentation for the year ended December 31, 2020.
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.
(3)
Includes items such as delivery charges to customers.
79
CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)
19.
Selected Quarterly Financial Results (unaudited)
Net sales:
Corporate
Small Business
Public:
Government
Education
Healthcare
Total Public
Other
Net sales
Gross profit
Operating income
Net income
Basic(1)
Diluted(1)
Net sales:
Corporate
Small Business
Public:
Government
Education
Healthcare
Total Public
Other
Net sales
Gross profit
Operating income
Net income
Basic(1)
Diluted(1)
Year Ended December 31, 2020
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
1,911.0 $
1,557.5 $
1,660.0 $
1,717.5
391.5
302.1
337.0
366.5
$
568.5
476.2
480.6
1,525.3
561.4
4,389.2 $
756.5
245.8
167.9
1.18
1.16
719.7
876.8
425.6
2,022.1
484.0
4,365.7 $
747.2
283.4
189.1
1.32
1.31
847.7
1,078.2
367.9
2,293.8
465.6
4,756.4 $
825.5
317.8
193.2
1.36
1.33
842.6
1,026.9
427.0
2,296.5
575.7
4,956.2
880.9
332.2
238.3
1.67
1.65
Year Ended December 31, 2019
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
1,736.2 $
1,883.9 $
1,913.5 $
1,965.4
355.6
377.4
386.2
391.1
$
488.4
400.4
441.9
1,330.7
535.4
3,957.9 $
672.1
228.9
152.9
1.04
1.02
578.4
773.6
488.1
1,840.1
528.5
4,629.9 $
773.8
300.3
196.6
1.35
1.33
793.4
807.0
500.5
2,100.9
507.1
4,907.7 $
816.5
320.6
201.7
1.39
1.37
659.1
430.6
503.4
1,593.1
587.3
4,536.9
777.5
283.8
185.6
1.29
1.27
(1)
Basic and diluted net income per share are computed independently for each of the quarters presented.
Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and
diluted net income per share.
80
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2020, 2019 and 2018
(dollars in millions)
Allowance for credit losses:
Year Ended December 31, 2020
Year Ended December 31, 2019
Year Ended December 31, 2018
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Deductions (1)
Balance at
End of
Period
$
7.9 $
7.0
6.2
30.9 $
2.2
2.0
(9.2) $
(1.3)
(1.2)
29.6
7.9
7.0
(1)
Primarily includes write-offs of uncollectible accounts.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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 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.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures
may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2020.
Management based this assessment on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in "Internal Control — Integrated Framework (2013 framework)."
Based on its assessment, management concluded that, as of December 31, 2020, the Company's internal control over financial
reporting is effective.
Ernst & Young LLP, independent registered public accounting firm, has audited the Consolidated Financial Statements of the
Company and the Company's internal control over financial reporting and has included their reports herein.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that
have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. The Company
has not experienced any material impact to our internal control over financial reporting despite the fact that most of our
coworkers are working remotely for their health and safety during the COVID-19 pandemic. The Company is continually
monitoring and assessing the potential impact of the COVID-19 pandemic on our internal controls to minimize the impact on
their design and operating effectiveness.
81
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CDW Corporation and subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited CDW Corporation and subsidiaries' internal control over financial reporting as of December 31, 2020, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CDW Corporation and subsidiaries (the
Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated
statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15 (a) (2) and
our report dated February 26, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2021
82
Item 9B. Other Information
None.
83
Item 10. Directors, Executive Officers and Corporate Governance
PART III
We have adopted The CDW Way Code, our code of business conduct and ethics, that is applicable to all of our coworkers and
directors. A copy of The CDW Way Code is available on our website at www.cdw.com. Within The CDW Way Code is a
Financial Integrity Code of Ethics that sets forth an even higher standard applicable to our executives, officers, members of our
internal disclosure committee and all managers and above in our finance department. We intend to disclose any substantive
amendments to, or waivers from, The CDW Way Code by posting such information on our website or by filing a Form 8-K, in
each case to the extent such disclosure is required by the rules of the SEC or Nasdaq.
See Part I - "Information about our Executive Officers" for the biographical information of our executive officers, which is
incorporated by reference in this Item 10. Other information required under this Item 10 is incorporated herein by reference to
our definitive proxy statement for our 2021 annual meeting of stockholders on May 20, 2021 ("2021 Proxy Statement"), which
we will file with the SEC on or before April 30, 2021.
Item 11. Executive Compensation
Information required under this Item 11 is incorporated herein by reference to the 2021 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required under this Item 12 is incorporated herein by reference to the 2021 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required under this Item 13 is incorporated herein by reference to the 2021 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information required under this Item 14 is incorporated herein by reference to the 2021 Proxy Statement.
84
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Schedules
The following documents are filed as part of this report:
(1)
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts
Page
46
48
49
50
51
52
53
Page
81
All other schedules are omitted since the required information is not present or is not present in amounts
sufficient to require submission of the schedule, or because the information required is included in the
Consolidated Financial Statements or notes thereto.
(b)
Exhibits
Exhibit
Number
3.1
3.1.1
3.1.2
3.2
3.3
3.4
3.5
3.6
3.7
Description
Fifth Amended and Restated Certificate of Incorporation of CDW Corporation, previously filed as Exhibit
3.1 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on June 14, 2013 and incorporated herein
by reference.
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of CDW Corporation,
previously filed as Exhibit 3.1 with CDW Corporation’s Form 8-K filed on May 19, 2016 and incorporated
herein by reference.
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation of CDW Corporation
previously filed as Exhibit 3.1 with CDW Corporation’s Form 8-K filed on May 25, 2018 and incorporated
herein by reference.
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.
Articles of Organization of CDW LLC, previously filed as Exhibit 3.3 with CDW Corporation’s Form S-4
filed on September 7, 2010 and incorporated herein by reference.
Amended and Restated Limited Liability Company Agreement of CDW LLC, previously filed as Exhibit 3.4
with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.
Certificate of Incorporation of CDW Finance Corporation, previously filed as Exhibit 3.5 with CDW
Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.
Amended and Restated By-Laws of CDW Finance Corporation, previously filed as Exhibit 3.1 with CDW
Corporation’s Form 10-Q filed on May 8, 2015 and incorporated herein by reference.
Articles of Organization of CDW Technologies LLC, previously filed as Exhibit 3.7 with CDW
Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by reference.
85
Exhibit
Number
3.8
Description
Operating Agreement of CDW Technologies LLC, previously filed as Exhibit 3.8 with CDW Corporation’s
Form 10-K filed on February 25, 2016 and incorporated herein by reference.
3.9
3.10
3.11
3.12
3.13
3.14
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
Articles of Organization of CDW Direct, LLC, previously filed as Exhibit 3.9 with CDW Corporation’s
Form S-4 filed on September 7, 2010 and incorporated herein by reference.
Amended and Restated Limited Liability Company Agreement of CDW Direct, LLC, previously filed as
Exhibit 3.10 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by
reference.
Articles of Organization of CDW Government LLC, previously filed as Exhibit 3.11 with CDW
Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by reference.
Amended and Restated Limited Liability Company Agreement of CDW Government LLC, previously filed
as Exhibit 3.12 with CDW Corporation’s Form S-4 filed on September 7, 2010 and incorporated herein by
reference.
Articles of Organization of CDW Logistics LLC, previously filed as Exhibit 3.13 with CDW Corporation's
Form 10-K filed on February 28, 2020 and incorporated herein by reference.
Limited Liability Company Agreement of CDW Logistics LLC, previously filed as Exhibit 3.14 with CDW
Corporation's Form 10-K filed on February 28, 2020 and incorporated herein by reference.
Description of CDW Corporation’s Common Stock, previously filed as Exhibit 4.1 with CDW Corporation's
Form 10-K filed on February 28, 2020 and incorporated herein by reference.
Specimen Common Stock Certificate, previously filed as Exhibit 4.1 with CDW Corporation’s Amendment
No. 3 to Form S-1 filed on June 25, 2013 and incorporated herein by reference.
Base Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance Corporation, the
guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.1 with
CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference.
First Supplemental Indenture, dated as of December 1, 2014, by and among CDW LLC, CDW Finance
Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as
Exhibit 4.2 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by
reference.
Form of 5.5% Senior Note (included as Exhibit B to Exhibit 4.4), previously filed as Exhibit 4.3 with CDW
Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference.
Fourth Supplemental Indenture, dated as of September 26, 2019, by and among the CDW LLC, CDW
Finance Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously
filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein
by reference.
Form of 4.250% Senior Note (included as Exhibit A to Exhibit 4.6) previously filed as Exhibit 4.3 with the
CDW Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein by reference.
Fifth Supplemental Indenture, dated as of April 21, 2020, by and among CDW LLC, CDW Finance
Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as
Exhibit 4.2 with CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference.
Form of 4.125% Senior Note (included as Exhibit A to Exhibit 4.8), previously filed as Exhibit 4.3 with
CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference.
Sixth Supplemental Indenture, dated as of August 13, 2020, by and among CDW LLC, CDW Finance
Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as
Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by
reference.
Form of 3.25% Senior Note (included as Exhibit A to Exhibit 4.10), previously filed as Exhibit 4.3 with
CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by reference.
86
Exhibit
Number
10.1
10.2
10.3
10.4
10.5
10.6
10.7§
Description
Second Amended and Restated Revolving Loan Credit Agreement, dated March 31, 2017, by and among
CDW LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo
Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint lead arrangers, joint
bookrunners, co-collateral agents, co-syndication agents and co-documentation agents party thereto,
previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on March 31, 2017 and
incorporated herein by reference.
Amended and Restated Term Loan Agreement, dated as of August 17, 2016, by and among CDW LLC, the
lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and
the joint lead arrangers, joint bookrunners, syndication agent and co-documentation agents party thereto,
previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on August 18, 2016 and
incorporated herein by reference.
First Amendment to Amended and Restated Term Loan Agreement, dated as of February 28, 2017, among
CDW, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the
other loan parties party thereto, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed on
March 2, 2017 and incorporated herein by reference.
Second Amendment to Amended and Restated Term Loan Agreement, dated as of April 3, 2018, among
CDW LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and
the other loan parties party thereto, previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q
filed on May 3, 2018 and incorporated herein by reference.
Third Amendment to Amended and Restated Term Loan Agreement, dated as of October 11, 2019, among
CDW LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and
the other loan parties party thereto, previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q
filed on October 31, 2019 and incorporated herein by reference.
Second Amended and Restated Guarantee and Collateral Agreement, dated April 29, 2013, by and among
CDW LLC, the guarantors party thereto and Barclays Bank PLC, as collateral agent, previously filed as
Exhibit 10.2 with CDW Corporation’s Form 8-K filed on May 1, 2013 and incorporated herein by reference.
Compensation Protection Agreement, effective as of January 1, 2020, by and among CDW Corporation,
CDW LLC and Christine A. Leahy, previously filed as Exhibit 10.1 with CDW Corporation’s Form 8-K filed
on March 11, 2019 and incorporated herein by reference.
10.8§*
Form of Compensation Protection Agreement (executive officers other than Christine A. Leahy).
10.9§
10.10§
10.11§
10.12§
10.13§
10.14§
10.15§
Form of Noncompetition Agreement under the Compensation Protection Agreement, previously filed as
Exhibit 10.3 with CDW Corporation’s Form 8-K filed on March 14, 2016 and incorporated herein by
reference.
Letter Agreement, dated as of September 13, 2011, by and between CDW Direct, LLC and Christina M.
Corley, previously filed as Exhibit 10.31 with CDW Corporation’s Form 10-K filed on March 9, 2012 and
incorporated herein by reference.
Form of Indemnification Agreement by and between CDW Corporation and its directors and executive
officers, previously filed as Exhibit 10.32 with CDW Corporation’s Amendment No. 2 to Form S-1 filed on
June 14, 2013 and incorporated herein by reference.
CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, 2020,
previously filed as Exhibit 10.1 with CDW Corporation’s Form 10-Q filed on August 5, 2020 and
incorporated herein by reference.
Amended and Restated 2013 Long-Term Incentive Plan of CDW Corporation, previously filed as Exhibit
10.1 with CDW Corporation’s Form 8-K filed on May 19, 2016 and incorporated herein by reference.
Amended and Restated CDW Corporation Coworker Stock Purchase Plan, previously filed as Exhibit 10.1
with CDW Corporation’s Form 10-Q filed on November 3, 2016 and incorporated herein by reference.
Form of Stock Option Agreement (executive officers) under the CDW Corporation Amended and Restated
2013 Long-Term Incentive Plan, previously filed as Exhibit 10.22 with CDW Corporation’s Form 10-K filed
on March 1, 2017 and incorporated herein by reference.
87
Exhibit
Number
10.16§
10.17§
10.18§
10.19§
10.20§
10.21§
10.22§
10.23§
21.1*
22.1*
23.1*
31.1*
31.2*
32.1**
32.2**
Description
Form of Stock Option Agreement (other than executive officers) under the CDW Corporation Amended and
Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.22 with CDW Corporation’s Form
10-K filed on March 1, 2018 and incorporated herein by reference.
Form of Performance Share Unit Award Agreement (executive officers) under the CDW Corporation
Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.23 with CDW
Corporation’s Form 10-K filed on March 1, 2017 and incorporated herein by reference.
Form of Performance Share Unit Award Agreement (other than executive officers) under the CDW
Corporation Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.24 with
CDW Corporation’s Form 10-K filed on March 1, 2018 and incorporated herein by reference.
Form of Performance Share Award Agreement (executive officers) under the CDW Corporation Amended
and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.24 with CDW Corporation’s
Form 10-K filed on March 1, 2017 and incorporated herein by reference.
Form of Restricted Stock Unit Award Notice and Agreement under the CDW Corporation Amended and
Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.20 with CDW Corporation's Form
10-K filed on February 28, 2020 and incorporated herein by reference.
Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation
Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.2 with CDW
Corporation’s Form 10-Q filed on May 6, 2020 and incorporated herein by reference.
Form of Non-Executive Chair Retainer Restricted Stock Unit Award Agreement under the CDW Corporation
Amended and Restated 2013 Long-Term Incentive Plan, previously filed as Exhibit 10.1 with CDW
Corporation's Form 10-Q filed on May 6, 2020 and incorporated herein by reference.
Letter Agreement, dated as of February 12, 2018 by and between CDW Limited and Collin B. Kebo,
previously filed as Exhibit 10.28 with CDW Corporation’s Form 10-K filed on March 1, 2018 and
incorporated herein by reference.
List of subsidiaries.
List of Issuer and Guarantor Subsidiaries.
Consent of Ernst & Young LLP.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities
Exchange Act of 1934.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities
Exchange Act of 1934.
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350.
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350.
101.INS*
XBRL Instance 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*
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Filed herewith
These items are furnished and not filed.
A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
88
Item 16. Form 10-K Summary
None.
89
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
Date:
February 26, 2021
CDW CORPORATION
By:
/s/ Christine A. Leahy
Christine A. Leahy
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
90
Signature
Title
Date
/s/ Christine A. Leahy
Christine A. Leahy
President and Chief Executive Officer
(principal executive officer) and Director
/s/ Collin B. Kebo
Collin B. Kebo
/s/ Ilaria Mocciaro
Ilaria Mocciaro
Senior Vice President and Chief Financial Officer
(principal financial officer)
Vice President, Controller and Chief Accounting Officer
(principal accounting officer)
February 26, 2021
February 26, 2021
February 26, 2021
/s/ David W. Nelms
Non-Executive Chairman of the Board
February 26, 2021
David W. Nelms
/s/ Virginia C. Addicott
Director
Virginia C. Addicott
/s/ Steven W. Alesio
Director
Steven W. Alesio
/s/ Barry K. Allen
Director
Barry K. Allen
/s/ James A. Bell
James A. Bell
Director
/s/ Benjamin D. Chereskin Director
Benjamin D. Chereskin
/s/ Lynda M. Clarizio
Director
Lynda M. Clarizio
/s/ Paul J. Finnegan
Paul J. Finnegan
/s/ Anthony R. Foxx
Anthony R. Foxx
/s/ Joseph R. Swedish
Joseph R. Swedish
/s/ Donna F. Zarcone
Donna F. Zarcone
Director
Director
Director
Director
91
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
February 26, 2021
At CDW, everything we do
revolves around meeting the
needs of our customers.
FINANCIAL PERFORMANCE
Net Sales ($B)
Net Sales Compound Annual
Growth Rate (CAGR)
$18.5
$18.0
7 %
r C
a
R
G
A
Y e
-
5
$16.2
$14.8
$13.7
$13.0
Non-GAAP operating income (NGOI)* ($MM)
GAAP operating income ($MM)
NGOI Margin* (%)
NGOI Compound Annual Growth Rate
8 %
r C A G R
5 - Y e a
$1,217
$987
$1,368
$1,405
$1,179
$1,134
$1,107
$1,048
$867
$820
$961
$742
7.4%
7.7%
7.5%
7.5%
7.6%
7.6%
CDW’s integrated technology
solutions and services helped
more than 250,000 business,
government, education and
healthcare customers in
150 countries navigate
an increasingly complex
IT landscape and optimize
the return on their
technology investment.
2015
2016
2017
2018
2019
2020
2015
2016
2017
2018
2019
2020
Non-GAAP net income* ($MM)
GAAP net income ($MM)
Non-GAAP net income per diluted share* ($)
Non-GAAP net income per diluted share
Compound Annual Growth Rate (%)
U.S. IT Spending Growth1
CDW Net Sales Compound Annual Growth Rate
9.0%
R
G
A
%
a r C
8
1
Y
e
-
5
$954
$902
$737
$794
$789
$643
$606
$523
$570
$425
$504
$403
$6.10
$6.59
$5.17
$3.43
$3.83
$2.93
7.4%
370 bps
250 bps
4.9%
5.3%
2015
2016
201 7
2018
2019
2020
2006-2020
2009-2020
Note: Prior period information for 2016 and 2017 has been adjusted
to reflect the full retrospective adoption of ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
1 IDC Worldwide Black Book, 12/23/20
* Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income and Non-GAAP net income per diluted share are
non-GAAP financial measures. Please refer to Use of Non-GAAP Financial Measures on the inside back cover for further information.
Balanced Performance:
$2.1B
All Six Customer
Sales Channels
over $1.4 Billion
in Net Sales
$1.7B
$3.5B
$3.0B
$1.4B
2020 Net Sales – $18.5B
Corporate (>250 employees)
Small Business (<250 employees)
$6.8B
Government (Federal, State and Local)
Education (K-12, Higher Ed)
Healthcare
Other (Canada, U.K.)
COMPANY INFORMATION
Principal Location
CDW Corporation
75 Tri-State International
Lincolnshire, IL 60069
(847) 465-6000
Auditors
Ernst & Young LLP
155 North Wacker Drive
Chicago, IL 60606-1787
Common Stock Listing
The company’s common stock is listed on Nasdaq under
the trading symbol CDW.
Transfer Agent, Registrar and Dividend Disbursing Agent
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
Email: web.queries@computershare.com
Telephone: (800) 736-3001 (toll free)
(781) 575-3100 (toll number)
Investor Relations Contact
Brittany A. Smith
Vice President, Investor Relations and Financial Planning
and Analysis
(847) 968-0238
investorrelations@cdw.com
Upon written request to Investor Relations, we will provide,
free of charge, a copy of our Form 10-K for the fiscal year
ended December 31, 2020.
CDW’s Annual Report, Form 10-K, Form 10-Q, proxy
statement and other filings with the Securities and
Exchange Commission, can be accessed on
investor.cdw.com under SEC filings.
Media Relations Contact
Sara Granack
Vice President, Corporate Communications & Reputation
(847) 419-7411
saragra@cdw.com
Forward-looking Statements
Statements in this annual report that are not statements
of historical fact are forward-looking statements within the
meaning of the federal securities laws, including without limitation
statements regarding the future financial performance of CDW.
These statements involve risks and uncertainties that may cause
actual results or events to differ materially from those described
in such statements. Important factors that could cause actual
results or events to differ materially from CDW’s expectations, or
cautionary statements, are disclosed under the sections entitled
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” included in CDW’s
Annual Report on Form 10-K for the year ended December 31, 2020
(the “Form 10-K”) and in CDW’s subsequent Quarterly Reports
on Form 10-Q filed with the Securities and Exchange Commission.
Refer to page 3 of the Form 10-K for additional information. CDW
undertakes no obligation to publicly update or revise any forward-
looking statement as a result of new information, future events or
otherwise, except as required by law.
Use of Non-GAAP Financial Measures
Non-GAAP operating income, Non-GAAP operating income
margin, Non-GAAP net income, and Non-GAAP net income per
diluted share are not based on generally accepted accounting
principles in the United States (“non-GAAP”). CDW believes
these non-GAAP financial measures provide helpful information
with respect to the underlying operating performance of CDW’s
business, as they remove the impact of items that management
believes are not reflective of underlying operating performance.
A reconciliation of Non-GAAP operating income to operating
income is included on page 27 of the Form 10-K, and a
reconciliation of Non-GAAP net income (which is divided by
fully diluted, weighted-average common shares outstanding of
144.8 million in 2020, 147.8 million in 2019, 153.6 million in 2018,
158.2 million in 201 7, 166.0 million in 2016, and 171.8 million in 2015
to arrive at Non-GAAP net income per diluted share for those
periods) to net income is included on page 28 of the Form 10-K.
Reconciliations for these financial measures are also included
on the investor relations section of the company website at
www.cdw.com. Non-GAAP measures used by CDW may differ
from similar measures used by other companies, even when
similar terms are used to identify such measures.
CDW CORPORATION
CDW Corporation
75 Tri-State International
Lincolnshire, IL 60069
2020 ANNUAL REPORT
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