UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September~~June 30, ~~2019~~2020


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

For the transition period from to

Commission File Number 001-35985

CDW CORPORATION

(Exact name of registrant as specified in its charter)



Delaware			26-0273989
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

75 Tri-State International
Lincolnshire	,	Illinois	60069
(Address of principal executive offices)			(Zip Code)

(847) 465-6000

(Registrant's telephone number, including area code)

None

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

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



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

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

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

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

Table of Contents



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

As of ~~October 28, 2019,~~July 31, 2020, there were ~~143,680,653~~142,669,659 shares of common stock, $0.01 par value, outstanding.

Table of Contents

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS



		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018~~2019	3
	Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	4
	Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	5
	Consolidated Statements of Stockholders' Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	6
	Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3421
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5038
Item 4.	Controls and Procedures	5039
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	5240
Item 1A.	Risk Factors	5240
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5241
Item 3.	Defaults Upon Senior Securities	5241
Item 4.	Mine Safety Disclosures	5241
Item 5.	Other Information	5241
Item 6.	Exhibits	5342
SIGNATURES		5443

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except per-share amounts)
CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in millions, except per share amounts)							CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in millions, except per share amounts)

	September 30, 2019			December 31, 2018			June 30, 2020			December 31, 2019
Assets	(unaudited)						(unaudited)
Current assets:
Cash and cash equivalents	$	166.9		$	205.8		$	958.4		$	154.0
Accounts receivable, net of allowance for doubtful accounts of $9.1 and $7.0, respectively	2,899.5			2,671.2
Accounts receivable, net of allowance for credit losses of $30.7 and $7.9, respectively							3,029.0			3,002.2
Merchandise inventory	603.6			454.3			694.8			611.2
Miscellaneous receivables	432.2			316.4			353.9			395.1
Prepaid expenses and other	193.1			149.1			199.7			171.6
Total current assets	4,295.3			3,796.8			5,235.8			4,334.1
Operating lease right-of-use assets	84.2			—			137.3			131.8
Property and equipment, net	171.1			156.1			326.5			363.1
Goodwill	2,515.9			2,462.8			2,532.1			2,553.0
Other intangible assets, net	616.1			712.2			492.9			594.1
Other assets	20.5			39.8			24.9			23.3
Total Assets	$	7,703.1		$	7,167.7		$	8,749.5		$	7,999.4
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade	$	1,900.0		$	1,577.1		$	1,809.0		$	1,835.0
Accounts payable-inventory financing	411.7			429.3			479.1			429.9
Current maturities of long-term debt	25.4			25.3			37.9			34.1
Contract liabilities	212.1			178.3			275.4			252.2
Accrued expenses and other current liabilities:
Compensation	191.4			186.4			163.2			212.3
Advertising	158.0			119.2			145.2			147.9
Sales and income taxes	51.4			55.5			145.4			88.6
Other	291.0			232.0			506.3			491.4
Total current liabilities	3,241.0			2,803.1			3,561.5			3,491.4
Long-term liabilities:
Debt	3,259.0			3,183.3			3,861.6			3,283.2
Deferred income taxes	111.3			141.9			67.6			62.4
Operating lease liabilities	81.7			—			138.0			131.1
Other liabilities	75.0			64.2			65.2			71.0
Total long-term liabilities	3,527.0			3,389.4			4,132.4			3,547.7
Stockholders' equity:
Preferred stock, $0.01 par value, 100.0 shares authorized; no shares issued or outstanding for both periods	—			—			—			—
Common stock, $0.01 par value, 1,000.0 shares authorized; 143.9 and 147.7 shares outstanding, respectively	1.4			1.5
Common stock, $0.01 par value, 1,000.0 shares authorized; 142.6 and 143.0 shares outstanding, respectively							1.4			1.4
Paid-in capital	3,073.2			2,996.9			3,138.3			3,095.3
Accumulated deficit	(1,985.4		)	(1,892.6		)	(1,932.5		)	(2,018.6		)
Accumulated other comprehensive loss	(154.1		)	(130.6		)	(151.6		)	(117.8		)
Total stockholders' equity	935.1			975.2			1,055.6			960.3
Total Liabilities and Stockholders' Equity	$	7,703.1		$	7,167.7		$	8,749.5		$	7,999.4

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

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per-share amounts) (unaudited)
CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, except per-share amounts) (unaudited)													CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, except per-share amounts) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018				2020			2019			2020			2019
Net sales	$	4,907.7		$	4,373.2		$	13,495.5		$	12,165.7			$	4,365.7		$	4,629.9		$	8,754.9		$	8,587.8
Cost of sales	4,091.2			3,659.6			11,233.1			10,152.6				3,618.5			3,856.1			7,251.2			7,141.9
Gross profit	816.5			713.6			2,262.4			2,013.1				747.2			773.8			1,503.7			1,445.9
Selling and administrative expenses	444.9			390.7			1,269.3			1,134.8				463.8			473.5			974.5			916.7
Advertising expense	51.0			48.1			143.3			133.9
Operating income	320.6			274.8			849.8			744.4				283.4			300.3			529.2			529.2
Interest expense, net	(42.3		)	(36.6		)	(121.1		)	(111.5		)		(39.7		)	(40.5		)	(77.6		)	(78.8		)
Other (expense) income, net	(17.4		)	0.2			(15.0		)	1.0
Other income, net														1.7			1.4			5.6			2.4
Income before income taxes	260.9			238.4			713.7			633.9				245.4			261.2			457.2			452.8
Income tax expense	(59.2		)	(54.7		)	(162.5		)	(150.2		)		(56.3		)	(64.6		)	(100.2		)	(103.3		)
Net income	$	201.7		$	183.7		$	551.2		$	483.7			$	189.1		$	196.6		$	357.0		$	349.5

Net income per common share:
Basic	$	1.39		$	1.22		$	3.78		$	3.19			$	1.32		$	1.35		$	2.50		$	2.39
Diluted	$	1.37		$	1.20		$	3.72		$	3.14			$	1.31		$	1.33		$	2.47		$	2.35

Weighted-average common shares outstanding:
Basic	144.5			150.9			145.7			151.6				142.4			145.7			142.5			146.3
Diluted	147.2			153.7			148.2			154.1				144.3			148.3			144.6			148.7

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

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited)
CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)													CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in millions) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018			2019			2018				2020		2019			2020			2019
Net income	$	201.7		$	183.7		$	551.2		$	483.7			$	189.1	$	196.6		$	357.0		$	349.5
Other comprehensive income (loss):
Unrealized (loss) gain from hedge accounting, net of tax	(0.4		)	(1.0		)	(12.8		)	3.1
Reclassification of hedge accounting gain to net income, net of tax	0.3			1.1			2.0			2.5
Unrealized loss from hedge accounting, net of tax														—		(4.1		)	(0.2		)	(12.4		)
Reclassification of hedge accounting loss to net income, net of tax														1.4		0.2			2.5			1.7
Foreign currency translation, net of tax	(14.6		)	(3.2		)	(12.7		)	(17.9		)		6.3		(8.0		)	(36.1		)	1.9
Other comprehensive loss	(14.7		)	(3.1		)	(23.5		)	(12.3		)
Other comprehensive income (loss)														7.7		(11.9		)	(33.8		)	(8.8		)
Comprehensive income	$	187.0		$	180.6		$	527.7		$	471.4			$	196.8	$	184.7		$	323.2		$	340.7

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

CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)
(unaudited)
Three Months Ended September 30, 2019
Common Stock
Shares Amount Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Loss Total
Stockholders' Equity
Balance as of June 30, 2019 145.0
$ 1.5
$ 3,047.6
$ (1,973.6 ) $ (139.4 ) $ 936.1
Net income —
—
—
201.7
—
201.7
Equity-based compensation expense —
—
12.9
—
—
12.9
Stock option exercises 0.3
—
8.6
—
—
8.6
Coworker stock purchase plan —
—
3.9
—
—
3.9
Repurchases of common stock (1.4 ) (0.1 ) —
(161.0 ) —
(161.1 )
Dividends paid ($0.295 per share) —
—
0.2
(42.8 ) —
(42.6 )
Incentive compensation plan stock withheld for taxes —
—
—
(9.7 ) —
(9.7 )
Foreign currency translation —
—
—
—
(14.6 ) (14.6 )
Unrealized loss from hedge accounting —
—
—
—
(0.4 ) (0.4 )
Realized gain from hedge accounting —
—
—
—
0.3
0.3
Balance as of September 30, 2019 143.9
$ 1.4
$ 3,073.2
$ (1,985.4 ) $ (154.1 ) $ 935.1

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in millions) (unaudited)

	Three Months Ended June 30, 2020
	Common Stock
	Shares	Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of March 31, 2020	142.3	$	1.4	$	3,114.9	$	(2,067.3	)	$	(159.3	)	$	889.7
Net income	—	—		—		189.1			—			189.1
Equity-based compensation expense	—	—		5.6		—			—			5.6
Stock option exercises	0.3	—		12.7		—			—			12.7
Coworker Stock Purchase Plan	—	—		4.8		—			—			4.8
Dividends paid ($0.380 per share)	—	—		0.3		(54.3		)	—			(54.0		)
Foreign currency translation	—	—		—		—			6.3			6.3
Reclassification of hedge accounting loss to net income	—	—		—		—			1.4			1.4
Balance as of June 30, 2020	142.6	$	1.4	$	3,138.3	$	(1,932.5	)	$	(151.6	)	$	1,055.6

Three Months Ended September 30, 2018
Common Stock
Shares Amount Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Loss Total
Stockholders' Equity
Balance as of June 30, 2018 151.5
$ 1.5
$ 2,953.3
$ (1,780.8 ) $ (105.1 ) $ 1,068.9
Net income —
—
—
183.7
—
183.7
Equity-based compensation expense —
—
9.9
—
—
9.9
Stock option exercises —
—
4.5
—
—
4.5
Coworker stock purchase plan —
—
3.0
—
—
3.0
Repurchases of common stock (0.6 ) —
—
(56.1 ) —
(56.1 )
Dividends paid ($0.210 per share) —
—
0.2
(31.9 ) —
(31.7 )
Incentive compensation plan stock withheld for taxes —
—
—
(18.4 ) —
(18.4 )
Foreign currency translation —
—
—
—
(3.2 ) (3.2 )
Unrealized loss from hedge accounting —
—
—
—
(1.0 ) (1.0 )
Realized gain from hedge accounting —
—
—
—
1.1
1.1
Balance as of September 30, 2018 150.9
$ 1.5
$ 2,970.9
$ (1,703.5 ) $ (108.2 ) $ 1,160.7



	Three Months Ended June 30, 2019
	Common Stock
	Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of March 31, 2019	146.3		$	1.5	$	3,025.3	$	(1,972.0	)	$	(127.5	)	$	927.3
Net income	—		—		—		196.6			—			196.6
Equity-based compensation expense	—		—		11.8		—			—			11.8
Stock option exercises	0.2		—		6.0		—			—			6.0
Coworker Stock Purchase Plan	—		—		4.3		—			—			4.3
Repurchases of common stock	(1.5	)	—		—		(155.1		)	—			(155.1		)
Dividends paid ($0.295 per share)	—		—		0.2		(43.1		)	—			(42.9		)
Foreign currency translation	—		—		—		—			(8.0		)	(8.0		)
Unrealized loss from hedge accounting	—		—		—		—			(4.1		)	(4.1		)
Reclassification of hedge accounting loss to net income	—		—		—		—			0.2			0.2
Balance as of June 30, 2019	145.0		$	1.5	$	3,047.6	$	(1,973.6	)	$	(139.4	)	$	936.1

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in millions) (unaudited)																		CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in millions) (unaudited)

																			Six Months Ended June 30, 2020
	Nine Months Ended September 30, 2019																		Common Stock
		Common Stock																	Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
		Shares		Amount			Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of December 31, 2018		147.7		$	1.5		$	2,996.9	$	(1,892.6	)	$	(130.6	)	$	975.2
Balance as of December 31, 2019																			143.0		$	1.4	$	3,095.3	$	(2,018.6	)	$	(117.8	)	$	960.3
Net income		—		—			—		551.2			—			551.2				—		—		—		357.0			—			357.0
Equity-based compensation expense		—		—			36.9		—			—			36.9				—		—		14.4		—			—			14.4
Stock option exercises		1.0		—			27.6		—			—			27.6				0.7		—		19.8		—			—			19.8
Coworker stock purchase plan		—		—			11.2		—			—			11.2
Coworker Stock Purchase Plan																			—		—		8.3		—			—			8.3
Repurchases of common stock		(4.8	)	(0.1		)	—		(493.2		)	—			(493.3		)		(1.1	)	—		—		(140.8		)	—			(140.8		)
Dividends paid ($0.885 per share)		—		—			0.6		(129.5		)	—			(128.9		)
Dividends paid ($0.760 per share)																			—		—		0.5		(108.7		)	—			(108.2		)
Incentive compensation plan stock withheld for taxes		—		—			—		(21.3		)	—			(21.3		)		—		—		—		(21.9		)	—			(21.9		)
Foreign currency translation		—		—			—		—			(12.7		)	(12.7		)		—		—		—		—			(36.1		)	(36.1		)
Unrealized loss from hedge accounting		—		—			—		—			(12.8		)	(12.8		)		—		—		—		—			(0.2		)	(0.2		)
Realized gain from hedge accounting		—		—			—		—			2.0			2.0
Balance as of September 30, 2019		143.9		$	1.4		$	3,073.2	$	(1,985.4	)	$	(154.1	)	$	935.1
Reclassification of hedge accounting loss to net income																			—		—		—		—			2.5			2.5
Impact of adoption of Topic 326																			—		—		—		0.5			—			0.5
Balance as of June 30, 2020																			142.6		$	1.4	$	3,138.3	$	(1,932.5	)	$	(151.6	)	$	1,055.6


	Nine Months Ended September 30, 2018																Six Months Ended June 30, 2019
		Common Stock															Common Stock
		Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity			Shares		Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of December 31, 2017		153.1		$	1.5	$	2,911.6	$	(1,831.6	)	$	(95.9	)	$	985.6
Balance as of December 31, 2018																	147.7		$	1.5	$	2,996.9	$	(1,892.6	)	$	(130.6	)	$	975.2
Net income		—		—		—		483.7			—			483.7			—		—		—		349.5			—			349.5
Equity-based compensation expense		—		—		26.0		—			—			26.0			—		—		24.0		—			—			24.0
Stock option exercises		0.7		—		24.4		—			—			24.4			0.7		—		19.0		—			—			19.0
Coworker stock purchase plan		0.1		—		8.4		—			—			8.4
Coworker Stock Purchase Plan																	—		—		7.3		—			—			7.3
Repurchases of common stock		(3.0	)	—		—		(232.5		)	—			(232.5		)	(3.4	)	—		—		(332.2		)	—			(332.2		)
Dividends paid ($0.640 per share)		—		—		0.5		(96.0		)	—			(95.5		)
Dividends paid ($0.590 per share)																	—		—		0.4		(86.7		)	—			(86.3		)
Incentive compensation plan stock withheld for taxes		—		—		—		(27.1		)	—			(27.1		)	—		—		—		(11.6		)	—			(11.6		)
Foreign currency translation		—		—		—		—			(17.9		)	(17.9		)	—		—		—		—			1.9			1.9
Unrealized gain from hedge accounting		—		—		—		—			3.1			3.1
Realized gain from hedge accounting		—		—		—		—			2.5			2.5
Balance as of September 30, 2018		150.9		$	1.5	$	2,970.9	$	(1,703.5	)	$	(108.2	)	$	1,160.7
Unrealized loss from hedge accounting																	—		—		—		—			(12.4		)	(12.4		)
Reclassification of hedge accounting loss to net income																	—		—		—		—			1.7			1.7
Balance as of June 30, 2019																	145.0		$	1.5	$	3,047.6	$	(1,973.6	)	$	(139.4	)	$	936.1

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

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)							CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in millions) (unaudited)

	Nine Months Ended September 30,							Six Months Ended June 30,
	2019			2018				2020			2019
Cash flows from operating activities:
Net income	$	551.2		$	483.7			$	357.0		$	349.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	197.5			198.7				216.6			129.3
Equity-based compensation expense	37.7			29.9				14.4			24.9
Deferred income taxes	(33.5		)	(39.2		)		7.3			(22.5		)
Provision for credit losses								27.1			1.9
Other	25.2			8.7				6.8			4.5
Changes in assets and liabilities:
Accounts receivable	(171.8		)	(334.3		)		(80.4		)	(230.1		)
Merchandise inventory	(151.1		)	(72.1		)		(89.3		)	(197.3		)
Other assets	(82.2		)	(66.1		)		19.3			(109.6		)
Accounts payable-trade	264.0			300.6				(2.1		)	414.9
Other liabilities	45.3			92.4				39.1			49.0
Net cash provided by operating activities	682.3			602.3				515.8			414.5
Cash flows used in investing activities:
Capital expenditures	(75.0		)	(53.4		)		(100.0		)	(43.9		)
Acquisition of business, net of cash acquired	(75.0		)	—				—			(75.0		)
Net cash used in investing activities	(150.0		)	(53.4		)		(100.0		)	(118.9		)
Cash flows used in financing activities:
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	1,860.5			688.9				1,024.0			891.0
Repayments of borrowings under revolving credit facility	(1,834.5		)	(681.9		)		(1,025.0		)	(815.0		)
Repayments of long-term debt	(19.7		)	(18.2		)
Proceeds from issuance of long-term debt	600.0			—				600.0			—
Payments to extinguish long-term debt	(538.1		)	—
Net change in accounts payable-inventory financing	(17.4		)	(90.1		)		52.3			36.3
Repurchases of common stock	(493.3		)	(232.5		)		(140.8		)	(332.2		)
Payment of incentive compensation plan withholding taxes	(21.3		)	(27.1		)		(21.9		)	(11.6		)
Dividend payments	(128.9		)	(95.5		)		(108.3		)	(86.3		)
Other	24.2			21.1				14.0			12.6
Net cash used in financing activities	(568.5		)	(435.3		)
Net cash provided by (used in) financing activities								394.3			(305.2		)
Effect of exchange rate changes on cash and cash equivalents	(2.7		)	(2.7		)		(5.7		)	(1.7		)
Net (decrease) increase in cash and cash equivalents	(38.9		)	110.9
Net increase (decrease) in cash and cash equivalents								804.4			(11.3		)
Cash and cash equivalents—beginning of period	205.8			144.2				154.0			205.8
Cash and cash equivalents—end of period	$	166.9		$	255.1			$	958.4		$	194.5
Supplementary disclosure of cash flow information:
Interest paid	$	(124.8	)	$	(117.4	)		$	(67.2	)	$	(76.0	)
Taxes paid, net	$	(203.0	)	$	(200.5	)		$	(21.5	)	$	(115.2	)

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

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~~market-leading provider of integrated information technology ("IT") solutions ~~with multi-national capabilities~~ to small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

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

Parent has 2 100% 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 ~~as described in Note 13 (Supplemental Guarantor Information)~~ and does not hold any material assets or engage in any business activities or operations.

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements as of ~~September~~June 30, ~~2019~~2020 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 (the "Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the US Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the "December 31, ~~2018~~2019 Consolidated Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, ~~2018~~2019 Consolidated Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.

Reclassifications

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

Principles of Consolidation

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

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make ~~use of~~ 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 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.

The notes to the Consolidated Financial Statements contained in the December 31, ~~2018~~2019 Consolidated Financial Statements include a discussion of the Company's significant accounting policies and ~~estimates used in the preparation of the Company's Consolidated Financial Statements.~~estimates. Except as noted ~~below~~within Note 2 (Recent Accounting Pronouncements) for the adoption of Accounting Standards Update ("ASU") ~~2016-02, Leases~~2016-13, Financial Instruments

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("Topic ~~842"~~326"), there have been no ~~material~~ changes to the Company's significant accounting policies and estimates during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

~~Leases~~Accounts Receivable

The Company ~~enters into operating lease contracts,~~estimates an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as ~~assessed at contract inception, primarily~~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 ~~real estate, data centers~~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 experienced a higher loss experience with customers in pools associated within the Corporate, Small Business and ~~equipment. On~~Other segments, as compared to the pools associated with the Public segment. During the six months ended June 30, 2020, the Company recognized an allowance of $27 million to reflect the forecasted credit deterioration due to the COVID-19 pandemic, which considered the customer makeup of the Company's pools, 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, Small Business, and Other segment, the majority of the additional allowance relates to these segments. As the overall impact and duration of COVID-19 remains uncertain, the Company's estimates and assumptions may evolve as conditions change.

Advertising

Advertising costs are generally charged to expense in the period incurred and recorded in Selling and administrative expenses in the Consolidated ~~Balance Sheets, Operating lease assets are included in Operating lease right-of-use assets~~Statements of Operations. During the three months ended June 30, 2020 and ~~Operating lease liabilities are included in Other current liabilities and Long-term operating lease liabilities. At the lease commencement date,~~2019, the Company ~~records Operating lease liabilities based on~~had advertising costs of $48 million and $53 million, respectively. During the ~~present value of the future lease payments. In determining the present value of future lease payments,~~six months ended June 30, 2020 and 2019, the Company ~~uses its incremental borrowing rate based on the information available at the commencement date. For real estate~~had advertising costs of $93 million 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 that it will be exercised; a determination which is at the sole discretion of the Company. Generally, 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 will record 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.$92 million, respectively.


2.	Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU temporarily provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform. This ASU was effective upon its issuance and will remain in effect for all contract modifications and hedging relationships entered into through December 31, 2022. The adoption of this ASU along with the related expedients did not have an impact to the Company’s Consolidated Financial Statements.

Measurement of Credit Losses on Financial Instruments

~~In June 2016,~~On January 1, 2020, the ~~Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU introduces~~Company adopted and applied Topic 326 using the modified retrospective approach. Topic 326 introduced a ~~new~~ forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade ~~receivables.~~receivables, which is reflected in the Company’s policies. The ~~estimate~~adoption of ~~expected credit losses will require considerations of historical information, current information and reasonable and supportable forecasts. The ASU also expands~~Topic 326, as well as the ~~disclosure requirements~~adjustment to ~~enable users of financial statements~~retained earnings for the cumulative effect, was not significant to ~~understand~~ the assumptions, models and methods for estimating expected credit losses. The ASU will be adopted on January 1, 2020. The Company has established a cross-functional implementation team to analyze the effect of the ASU. The analysis includes identifying pools of receivables, evaluating and assessing estimation methodologies, assessing policy elections, and evaluating its business processes and internal controls to meet the ASU’s accounting, reporting and disclosure requirements. The Company is currently evaluating the impact the ASU will have on itsCompany's Consolidated Financial Statements.

~~Accounting for Leases~~

On January 1, 2019, the Company adopted and applied Topic 842 resulting in the recognition of right-of-use assets and additional lease liabilities of $81 million as of January 1, 2019, mainly related to operating leases for the Company's real estate portfolio. For additional details regarding the impact to the Company's Consolidated Balance Sheets from adopting this standard, see Note 9 (Leases).


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 financial results of Scalar have been included in the Company's Consolidated Financial Statements since the date of the acquisition. The financial results are included in the CDW Canada operating segment which is shown in an all other category ("Other") along with CDW UK. The purchase price allocation is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available.

~~The preliminary purchase price allocation is as follows:~~

(in millions) Acquisition-Date Fair Value
Net assets acquired $ 5.7
Identified intangible assets⁽¹⁾
20.3
Goodwill⁽²⁾
62.0
Total purchase price $ 88.0


~~(1)~~	~~Net of a related deferred tax liability of $7 million.~~


~~(2)~~	Goodwill in the amount of $62 million was recognized in connection with the acquisition of Scalar, primarily attributed to cross selling opportunities and overall corporate synergies. The full amount of goodwill recognized is not deductible for income tax purposes in Canada.


43.	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.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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


(in millions)	September 30, 2019		December 31, 2018
					June 30, 2020		December 31, 2019
Revolving Loan inventory financing agreement⁽¹⁾	$	382.1	$	406.3	$	444.8	$	379.1
Other inventory financing agreements	29.6		23.0		34.3		50.8
Accounts payable-inventory financing	$	411.7	$	429.3	$	479.1	$	429.9


(1)	The ~~Senior Secured Asset-Based Revolving Credit Facility~~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.


5.4.	Contract Liabilities and Performance Obligations

The Company's contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The Company's contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. As of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the contract liability balance was ~~$212~~$275 million and ~~$178~~$252 million, respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, the Company recognized revenue of ~~$117~~$210 million and ~~$153~~$113 million, respectively, related to its contract liabilities.

A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of ~~September~~June 30, ~~2019~~2020 related to noncancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.

(in millions) Within 1 Year Years 1-2 Years 2-3 Thereafter
Remaining performance obligations $ 40.2
$ 17.6
$ 5.1
$ 0.3



	Within 1 Year		Years 1-2		Years 2-3		Thereafter
Remaining performance obligations	$	37.2	$	19.7	$	7.3	$	0.2


6.5.	Financial Instruments

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

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

As of June 30, 2020 and December 31, 2019, the Company ~~entered into~~had interest rate cap agreements with a ~~combined notional~~fair value of ~~$1.2 billion resulting in premiums paid to the counterparties of $6 million.~~

~~As of September 30, 2019 and December 31, 2018, the Company had the following interest rate cap agreements for~~less than $1 million which ~~the fair values are~~were classified within Other assets on the Consolidated Balance ~~Sheets:~~

September 30, 2019 December 31, 2018
Notional Value (in millions) Effective Date Maturity Date Fair Value (in millions) Fair Value (in millions)
$ 1,400.0
December 31, 2018 December 31, 2020 $ 0.1
$ 10.6
1,400.0
December 31, 2020 December 31, 2022 1.0
1.5
$ 1.1
$ 12.1

Sheets. The total notional value of the interest rate cap agreements was $2.8 billion as of June 30, 2020 and December 31, 2019 of which $1.4 billion mature at December 31, 2020 and December 31, 2022, respectively.

The fair values of the Company's interest rate cap agreements are classified as Level 2 in the fair value hierarchy. The valuation of the interest rate cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates insignificant credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third-party credit data provider. For additional ~~details,~~information, see Note 76 (Long-Term Debt).

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 ~~Company recorded an insignificant loss and a loss of $13 million,~~following tables provide the activity in AOCL, net of tax, ~~into Accumulated other comprehensive loss~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively. The Company recorded a loss of $1 million~~2020 and a gain of $3 million, net of tax, into Accumulated other comprehensive loss for the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2019, the Company reclassified an insignificant amount and $2 million, respectively, from Accumulated other comprehensive loss to earnings within Interest expense, net on the Consolidated Statement of Operations. During the three and nine months ended September 30, 2018, the Company reclassified $1 million and $3 million, respectively, from Accumulated other comprehensive loss to earnings within Interest expense, net on the Consolidated Statement of Operations. 2019.



	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020			2019
Change in fair value recorded to AOCL	$	—	$	(4.1	)	$	(0.2	)	$	(12.4	)
Reclassification from AOCL to Interest expense, net	$	1.4	$	0.2		$	2.5		$	1.7

The Company expects to reclassify $7$6 million from ~~Accumulated other comprehensive loss~~AOCL to earnings within Interest expense, net during the next 12 months.


7.6.	Long-Term Debt


		As of September 30, 2019					As of December 31, 2018						As of June 30, 2020					As of December 31, 2019
(dollars in millions)	Maturity	Interest Rate		Amount			Interest Rate		Amount
												Maturity Date	Interest Rate		Amount			Interest Rate		Amount
Credit Facilities
CDW UK revolving credit facility⁽¹⁾	July 2021	—	%	$	—		—	%	$	—		July 2021	—	%	$	—		—	%	$	—
Senior secured asset-based revolving credit facility	March 2022	3.31	%	26.0			—	%	—			March 2022	1.438	%	50.0			5.000	%	51.0
Total credit facilities				26.0					—						50.0					51.0

Term Loans
CDW UK term loan⁽¹⁾	August 2021	2.16	%	56.5			2.29	%	65.0			August 2021	1.622	%	57.0			2.190	%	61.0
Senior secured term loan facility⁽²⁾	August 2023	3.80	%	1,442.0			4.10	%	1,453.2			October 2026	1.930	%	1,430.8			3.550	%	1,438.3
Total term loans				1,498.5					1,518.2						1,487.8					1,499.3

Unsecured Senior Notes
Senior notes due 2023 ("2023 Senior Notes")	September 2023	—	%	—			5.00	%	525.0
Senior notes due 2024 ("2024 Senior Notes")	December 2024	5.50	%	575.0			5.50	%	575.0
Senior notes due 2025 ("2025 Senior Notes")	September 2025	5.00	%	600.0			5.00	%	600.0
Senior notes due 2028 ("2028 Senior Notes")	April 2028	4.25	%	600.0			—	%	—
Senior notes due 2024												December 2024	5.500	%	575.0			5.500	%	575.0
Senior notes due 2025												May 2025	4.125	%	600.0			—	%	—
Senior notes due 2025												September 2025	5.000	%	600.0			5.000	%	600.0
Senior notes due 2028												April 2028	4.250	%	600.0			4.250	%	600.0
Total unsecured senior notes				1,775.0					1,700.0						2,375.0					1,775.0

Other long-term obligations				4.4					8.3						12.7					12.6
Unamortized deferred financing fees				(19.5		)			(17.9		)				(26.0		)			(20.6		)
Current maturities of long-term debt				(25.4		)			(25.3		)				(37.9		)			(34.1		)
Total long-term debt				$	3,259.0				$	3,183.3					$	3,861.6				$	3,283.2


(1)	British pound-denominated debt facilities.


~~(2)~~	~~See Note 14 (Subsequent Events).~~

As of ~~September~~June 30, ~~2019,~~2020, the Company is in compliance with the covenants under the various credit agreements and indentures.

Credit Facilities

The Company has a variable rate CDW UK revolving credit facility that is denominated in British pounds. As of ~~September~~June 30, ~~2019,~~2020, the Company could have borrowed up to an additional £50 million ($~~61 million at September 30, 2019)~~62 million) under the CDW UK revolving credit facility.

The Company also has a variable rate senior secured asset-based revolving credit facility (the "Revolving Loan") that is denominated in US dollars. The Revolving Loan is used by the Company for borrowings, issuances of letters of credit

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

and floorplan financing. As of ~~September~~June 30, ~~2019,~~2020, the Revolving Loan had less than $1 million of undrawn letters of credit, ~~$356~~$432 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 ~~August~~May 31, ~~2019.~~2020. As of ~~September~~June 30, ~~2019,~~2020, the Company could have borrowed up to an additional ~~$1.1~~$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 43 (Inventory Financing Agreements)), deposits and accounts receivable, and by a second priority interest in substantially all other US assets.

Term Loans

The CDW UK term loan has a variable interest rate. The Company is required to make annual principal installments of £5 million ($6 ~~million at September 30, 2019)~~million), with the remaining principal amount due at the maturity date.

The CDW UK term loan agreement imposes restrictions on CDW UK's ability to transfer funds to the Company through the payment of dividends, repayment of intercompany loans, advances or subordinated debt that require, among other things, the maintenance of a minimum net leverage ratio. As of ~~September~~June 30, ~~2019,~~2020, the amount of restricted payment capacity under the CDW UK term loan was ~~£134~~£160 million ($~~165 million at September 30, 2019)~~198 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 65 (Financial Instruments)). The interest rate disclosed in the table above represents the variable interest rates in effect for ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~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 ~~September~~June 30, ~~2019,~~2020, the amount of CDW's restricted payment capacity under the Term Loan was ~~$1.7~~$2.0 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 43 (Inventory Financing Agreements), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.

Unsecured Senior Notes

The ~~2024 Senior Notes and 2025 Senior Notes~~senior notes have a fixed interest ~~rate,~~rates, for which interest is paid semi-annually.

On ~~September 26, 2019, the Company~~April 21, 2020, CDW completed the issuance of $600 million aggregate principal amount of ~~4.25%~~4.125% Senior Notes due ~~2028~~2025 at par. The ~~2028~~2025 Senior Notes will mature on ~~April~~May 1, ~~2028~~2025 and bear interest ~~at a rate~~ of ~~4.25%~~4.125% per annum, payable semi-annually on ~~April~~May 1 and ~~October~~November 1 of each year, commencing ~~on April~~November 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 2023 Senior Notes at a redemption price of 102.5% of the principal amount redeemed, plus accrued and unpaid interest to the date of 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 2023 Senior Notes was satisfied and discharged.

Fair Value

The fair values of the Senior Notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using dealer quotes for identical liabilities in markets that are not considered active. The Senior Notes, Term Loan and CDW UK term loan are classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan and CDW UK revolving credit facility approximate fair value if there are outstanding borrowings.

The approximate fair values and related carrying values of the Company's long-term debt, including current maturities and excluding unamortized discount and unamortized deferred financing fees, are as follows:


(in millions)	September 30, 2019		December 31, 2018
					June 30, 2020		December 31, 2019
Fair value	$	3,412.3	$	3,145.8	$	3,965.2	$	3,447.5
Carrying value	3,303.9		3,226.5		3,925.5		3,337.9


8.7.	Income Taxes

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted into law. The primary impact to the Company’s financial statements as a result of the CARES Act 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.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income tax expense was ~~$59~~$56 million and $65 million for the three months ended ~~September~~June 30, 2020 and 2019, ~~compared to $55 million for the same period of the prior year.~~respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was ~~22.7%~~22.9% and ~~22.9%~~24.7% for the three months ended ~~September~~June 30, 2020 and 2019, respectively. The effective tax rates differed from the US statutory rate of 21.0% for both periods primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.

Income tax expense was $100 million and $103 million for the six months ended June 30, 2020 and 2019, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 21.9% for the six months ended June 30, 2020 and differed from the US federal statutory rate of 21.0% with state and local income taxes being largely offset by excess tax benefits on equity-based compensation. The effective tax rate for the six months ended June 30, 2019 ~~and 2018, respectively,~~was 22.8% and differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based ~~compensation.~~

~~Income~~compensation and a discrete tax ~~expense was $163 million for the nine months ended September 30, 2019, compared~~benefit related to ~~$150 million for the same period~~CDW Canada’s acquisition of ~~the prior year. The effective tax rate was 22.8% and 23.7% for the nine months ended September 30, 2019~~

~~and 2018, respectively, and differed from the US federal statutory rate of 21.0% primarily due to state income taxes partially offset by excess tax benefits on equity-based compensation.~~Scalar Decisions Inc.


9.	~~Leases~~

~~The Company has operating leases primarily for real estate, data centers and equipment. Lease terms range from 1 year to 17 years.~~

~~Supplemental Consolidated Balance Sheet information related to the Company's operating leases is as follows:~~

(in millions) Classification on the Consolidated Balance Sheets September 30, 2019
Assets
Operating lease right-of-use assets $ 84.2

Liabilities
Current Accrued expenses and other current liabilities - Other $ 30.6
Long-term Long-term operating lease liabilities 81.7
Total lease liabilities $ 112.3

Lease term and discount rate September 30, 2019
Weighted average remaining lease term (years) 5.8
Weighted average discount rate 4.53 %

~~The components of operating lease expense are as follows:~~

(in millions)
Financial statement line item
Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019
Cost of sales $ 43.9
$ 57.7
Selling and administrative expenses 7.0
21.9
Total lease cost $ 50.9
$ 79.6

~~Maturities of operating lease liabilities are as follows:~~

(in millions) September 30, 2019
Remainder of 2019 $ 8.2
2020 31.5
2021 22.2
2022 15.0
2023 11.7
Thereafter 38.3
Total lease payments $ 126.9
Less: Interest (14.6 )
Present value of lease liabilities $ 112.3

~~Supplemental cash flow information related to operating leases is as follows:~~

(in millions) Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 79.5
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 56.0

As of September 30, 2019, the Company has an additional operating lease commitment that has not yet commenced of $99 million. This operating lease is expected to commence in 2019 with a lease term of 17 years.


~~10.~~8.	Earnings Per Share

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

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


	Three Months Ended September 30,		Nine Months Ended September 30,		Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2019	2018	2019	2018
					2020	2019	2020	2019
Basic weighted-average shares outstanding	144.5	150.9	145.7	151.6	142.4	145.7	142.5	146.3
Effect of dilutive securities⁽¹⁾	2.7	2.8	2.5	2.5	1.9	2.6	2.1	2.4
Diluted weighted-average shares outstanding⁽²⁾	147.2	153.7	148.2	154.1	144.3	148.3	144.6	148.7


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


(2)	There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares outstanding for both the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 as their inclusion would have had an anti-dilutive effect.


~~11.~~9.	Commitments and Contingencies

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

As of ~~September~~June 30, ~~2019,~~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 ~~condition and results of operations~~statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


~~12.~~10.	Segment Information

The Company has 3 reportable segments: Corporate, which is comprised primarily of US private sector business customers with more than 250 employees, Small Business, which primarily serves US private sector business customers with up to 250 employees, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has 2 other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other"). Headquarters function costs that are not allocated to the segments are included under the heading of "Headquarters" in the tables below.

During the first quarter of 2019, the Company evaluated its methodology for allocating certain depreciation and amortization expenses to each of its segments. The evaluation resulted in a revision to the allocation of depreciation and amortization expenses from Headquarters to the Company’s reportable segments, effective January 1, 2019. The prior period results have been recast to reflect these changes and present comparable information.

Information about the Company's segments is as follows:


(in millions)	Corporate			Small Business			Public			Other			Headquarters			Total
Three Months Ended September 30, 2019
																			Corporate			Small Business			Public			Other			Headquarters			Total
Three Months Ended June 30, 2020
Net sales	$	1,913.5		$	386.2		$	2,100.9		$	507.1		$	—		$	4,907.7		$	1,557.5		$	302.1		$	2,022.1		$	484.0		$	—		$	4,365.7
Operating income (loss)	138.9			27.2			168.4			21.9			(35.8		)	320.6			123.0			21.0			159.9			16.5			(37.0		)	283.4
Depreciation and amortization expense	(21.7		)	(5.6		)	(15.0		)	(7.9		)	(18.0		)	(68.2		)	(22.1		)	(5.6		)	(69.1		)	(7.9		)	(20.5		)	(125.2		)

Three Months Ended September 30, 2018
Three Months Ended June 30, 2019
Net sales	$	1,706.5		$	340.0		$	1,875.1		$	451.6		$	—		$	4,373.2		$	1,883.9		$	377.4		$	1,840.1		$	528.5		$	—		$	4,629.9
Operating income (loss)	125.7			23.8			136.6			19.2			(30.5		)	274.8			157.2			26.6			129.4			19.1			(32.0		)	300.3
Depreciation and amortization expense	(21.8		)	(5.5		)	(12.9		)	(7.3		)	(18.3		)	(65.8		)	(21.6		)	(5.6		)	(13.7		)	(7.8		)	(16.3		)	(65.0		)


(in millions)	Corporate			Small Business			Public			Other			Headquarters			Total
Nine Months Ended September 30, 2019
																			Corporate			Small Business			Public			Other			Headquarters			Total
Six Months Ended June 30, 2020
Net sales	$	5,533.6		$	1,119.2		$	5,271.7		$	1,571.0		$	—		$	13,495.5		$	3,468.5		$	693.6		$	3,547.4		$	1,045.4		$	—		$	8,754.9
Operating income (loss)	430.8			78.2			373.9			66.6			(99.7		)	849.8			250.4			48.3			272.3			31.2			(73.0		)	529.2
Depreciation and amortization expense	(64.8		)	(16.8		)	(41.4		)	(23.1		)	(51.4		)	(197.5		)	(44.4		)	(11.4		)	(106.8		)	(15.9		)	(38.1		)	(216.6		)

Nine Months Ended September 30, 2018
Six Months Ended June 30, 2019
Net sales	$	5,006.1		$	997.1		$	4,740.5		$	1,422.0		$	—		$	12,165.7		$	3,620.1		$	733.0		$	3,170.8		$	1,063.9		$	—		$	8,587.8
Operating income (loss)	388.3			70.0			318.3			60.7			(92.9		)	744.4			291.9			51.0			205.5			44.7			(63.9		)	529.2
Depreciation and amortization expense	(66.8		)	(16.6		)	(38.4		)	(25.1		)	(51.8		)	(198.7		)	(43.1		)	(11.2		)	(26.4		)	(15.2		)	(33.4		)	(129.3		)

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Geographic Areas and Revenue Mix


	Three Months Ended September 30, 2019										Three Months Ended June 30, 2020
(in millions)	Corporate		Small Business		Public		Other		Total
											Corporate		Small Business		Public		Other		Total
Geography⁽¹⁾
United States	$	1,910.9	$	386.2	$	2,100.9	$	7.6	$	4,405.6	$	1,542.9	$	302.1	$	2,022.1	$	3.8	$	3,870.9
Rest of World	2.6		—		—		499.5		502.1		14.6		—		—		480.2		494.8
Total Net sales	1,913.5		386.2		2,100.9		507.1		4,907.7		1,557.5		302.1		2,022.1		484.0		4,365.7

Major Product and Services
Hardware	1,528.0		326.6		1,711.3		358.3		3,924.2		1,207.5		247.0		1,719.6		364.9		3,539.0
Software	269.1		47.6		324.4		66.1		707.2		243.2		43.2		227.4		68.6		582.4
Services	97.9		6.7		59.0		80.2		243.8		92.8		7.1		66.4		48.3		214.6
Other⁽²⁾	18.5		5.3		6.2		2.5		32.5		14.0		4.8		8.7		2.2		29.7
Total Net sales	1,913.5		386.2		2,100.9		507.1		4,907.7		1,557.5		302.1		2,022.1		484.0		4,365.7

Sales by Channel
Corporate	1,913.5		—		—		—		1,913.5		1,557.5		—		—		—		1,557.5
Small Business	—		386.2		—		—		386.2		—		302.1		—		—		302.1
Government	—		—		793.4		—		793.4		—		—		719.7		—		719.7
Education	—		—		807.0		—		807.0		—		—		876.8		—		876.8
Healthcare	—		—		500.5		—		500.5		—		—		425.6		—		425.6
Other	—		—		—		507.1		507.1		—		—		—		484.0		484.0
Total Net sales	1,913.5		386.2		2,100.9		507.1		4,907.7		1,557.5		302.1		2,022.1		484.0		4,365.7

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,743.4		364.0		1,939.3		443.8		4,490.5		1,387.2		280.7		1,854.2		426.2		3,948.3
Transferred at a point in time where CDW is agent	111.0		19.6		79.6		15.5		225.7		112.2		18.9		68.3		14.8		214.2
Transferred over time where CDW is principal	59.1		2.6		82.0		47.8		191.5		58.1		2.5		99.6		43.0		203.2
Total Net sales	$	1,913.5	$	386.2	$	2,100.9	$	507.1	$	4,907.7	$	1,557.5	$	302.1	$	2,022.1	$	484.0	$	4,365.7


(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.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Three Months Ended September 30, 2018										Three Months Ended June 30, 2019
(in millions)	Corporate		Small Business		Public		Other		Total
											Corporate		Small Business		Public		Other		Total
Geography⁽¹⁾
United States	$	1,704.1	$	340.0	$	1,875.1	$	6.8	$	3,926.0	$	1,881.7	$	377.4	$	1,840.1	$	8.9	$	4,108.1
Rest of World	2.4		—		—		444.8		447.2		2.2		—		—		519.6		521.8
Total Net sales	1,706.5		340.0		1,875.1		451.6		4,373.2		1,883.9		377.4		1,840.1		528.5		4,629.9

Major Product and Services
Hardware	1,379.5		284.0		1,530.8		363.6		3,557.9		1,497.2		316.0		1,523.5		400.7		3,737.4
Software	227.5		44.3		291.0		45.6		608.4		269.2		49.1		262.6		69.7		650.6
Services	83.1		6.6		48.8		40.5		179.0		99.8		7.0		49.2		55.3		211.3
Other⁽²⁾	16.4		5.1		4.5		1.9		27.9		17.7		5.3		4.8		2.8		30.6
Total Net sales	1,706.5		340.0		1,875.1		451.6		4,373.2		1,883.9		377.4		1,840.1		528.5		4,629.9

Sales by Channel
Corporate	1,706.5		—		—		—		1,706.5		1,883.9		—		—		—		1,883.9
Small Business	—		340.0		—		—		340.0		—		377.4		—		—		377.4
Government	—		—		639.3		—		639.3		—		—		578.4		—		578.4
Education	—		—		793.1		—		793.1		—		—		773.6		—		773.6
Healthcare	—		—		442.7		—		442.7		—		—		488.1		—		488.1
Other	—		—		—		451.6		451.6		—		—		—		528.5		528.5
Total Net sales	1,706.5		340.0		1,875.1		451.6		4,373.2		1,883.9		377.4		1,840.1		528.5		4,629.9

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	1,571.6		321.0		1,764.6		402.8		4,060.0		1,708.2		355.5		1,725.5		465.0		4,254.2
Transferred at a point in time where CDW is agent	85.7		16.9		64.3		12.3		179.2		118.7		20.0		65.0		13.5		217.2
Transferred over time where CDW is principal	49.2		2.1		46.2		36.5		134.0		57.0		1.9		49.6		50.0		158.5
Total Net sales	$	1,706.5	$	340.0	$	1,875.1	$	451.6	$	4,373.2	$	1,883.9	$	377.4	$	1,840.1	$	528.5	$	4,629.9


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


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

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Nine Months Ended September 30, 2019										Six Months Ended June 30, 2020
(in millions)	Corporate		Small Business		Public		Other		Total
											Corporate		Small Business		Public		Other		Total
Geography⁽¹⁾
United States	$	5,525.5	$	1,119.2	$	5,271.7	$	24.8	$	11,941.2	$	3,450.7	$	693.6	$	3,547.4	$	10.0	$	7,701.7
Rest of World	8.1		—		—		1,546.2		1,554.3		17.8		—		—		1,035.4		1,053.2
Total Net sales	5,533.6		1,119.2		5,271.7		1,571.0		13,495.5		3,468.5		693.6		3,547.4		1,045.4		8,754.9

Major Product and Services
Hardware	4,411.6		937.5		4,297.6		1,143.0		10,789.7		2,722.6		571.8		2,930.3		772.4		6,997.1
Software	784.8		145.0		808.0		213.3		1,951.1		518.0		96.5		467.1		165.6		1,247.2
Services	284.0		20.8		150.8		206.3		661.9		192.9		15.3		134.2		102.7		445.1
Other⁽²⁾	53.2		15.9		15.3		8.4		92.8		35.0		10.0		15.8		4.7		65.5
Total Net sales	5,533.6		1,119.2		5,271.7		1,571.0		13,495.5		3,468.5		693.6		3,547.4		1,045.4		8,754.9

Sales by Channel
Corporate	5,533.6		—		—		—		5,533.6		3,468.5		—		—		—		3,468.5
Small Business	—		1,119.2		—		—		1,119.2		—		693.6		—		—		693.6
Government	—		—		1,860.2		—		1,860.2		—		—		1,288.2		—		1,288.2
Education	—		—		1,981.0		—		1,981.0		—		—		1,353.0		—		1,353.0
Healthcare	—		—		1,430.5		—		1,430.5		—		—		906.2		—		906.2
Other	—		—		—		1,571.0		1,571.0		—		—		—		1,045.4		1,045.4
Total Net sales	5,533.6		1,119.2		5,271.7		1,571.0		13,495.5		3,468.5		693.6		3,547.4		1,045.4		8,754.9

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	5,033.4		1,054.7		4,908.0		1,383.7		12,379.8		3,128.2		647.4		3,258.8		925.2		7,959.6
Transferred at a point in time where CDW is agent	333.7		59.4		190.9		42.0		626.0		219.8		40.9		120.6		28.0		409.3
Transferred over time where CDW is principal	166.5		5.1		172.8		145.3		489.7		120.5		5.3		168.0		92.2		386.0
Total Net sales	$	5,533.6	$	1,119.2	$	5,271.7	$	1,571.0	$	13,495.5	$	3,468.5	$	693.6	$	3,547.4	$	1,045.4	$	8,754.9


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


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

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Nine Months Ended September 30, 2018										Six Months Ended June 30, 2019
(in millions)	Corporate		Small Business		Public		Other		Total
											Corporate		Small Business		Public		Other		Total
Geography⁽¹⁾
United States	$	4,999.9	$	997.1	$	4,740.5	$	24.0	$	10,761.5	$	3,614.6	$	733.0	$	3,170.8	$	17.2	$	7,535.6
Rest of World	6.2		—		—		1,398.0		1,404.2		5.5		—		—		1,046.7		1,052.2
Total Net sales	5,006.1		997.1		4,740.5		1,422.0		12,165.7		3,620.1		733.0		3,170.8		1,063.9		8,587.8

Major Product and Services
Hardware	4,013.4		829.4		3,876.7		1,136.9		9,856.4		2,882.5		611.2		2,587.6		803.8		6,885.1
Software	699.6		131.2		730.5		154.0		1,715.3		515.2		97.2		482.8		146.9		1,242.1
Services	242.3		20.6		120.5		124.8		508.2		187.8		14.0		91.4		107.3		400.5
Other⁽²⁾	50.8		15.9		12.8		6.3		85.8		34.6		10.6		9.0		5.9		60.1
Total Net sales	5,006.1		997.1		4,740.5		1,422.0		12,165.7		3,620.1		733.0		3,170.8		1,063.9		8,587.8

Sales by Channel
Corporate	5,006.1		—		—		—		5,006.1		3,620.1		—		—		—		3,620.1
Small Business	—		997.1		—		—		997.1		—		733.0		—		—		733.0
Government	—		—		1,551.3		—		1,551.3		—		—		1,066.8		—		1,066.8
Education	—		—		1,902.4		—		1,902.4		—		—		1,174.0		—		1,174.0
Healthcare	—		—		1,286.8		—		1,286.8		—		—		930.0		—		930.0
Other	—		—		—		1,422.0		1,422.0		—		—		—		1,063.9		1,063.9
Total Net sales	5,006.1		997.1		4,740.5		1,422.0		12,165.7		3,620.1		733.0		3,170.8		1,063.9		8,587.8

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal	4,581.3		940.0		4,445.8		1,277.4		11,244.5		3,290.0		690.7		2,968.7		939.9		7,889.3
Transferred at a point in time where CDW is agent	279.9		50.5		160.7		37.1		528.2		222.7		39.8		111.3		26.5		400.3
Transferred over time where CDW is principal	144.9		6.6		134.0		107.5		393.0		107.4		2.5		90.8		97.5		298.2
Total Net sales	$	5,006.1	$	997.1	$	4,740.5	$	1,422.0	$	12,165.7	$	3,620.1	$	733.0	$	3,170.8	$	1,063.9	$	8,587.8


(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.

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents Net sales by major category for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019. Categories are based upon internal classifications.


	Three Months Ended September 30,								Three Months Ended June 30,
	2019				2018				2020				2019
	Dollars in Millions		Percentage of Total Net Sales		Dollars in Millions		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Notebooks/Mobile Devices	$	1,325.6	27.0	%	$	1,124.8	25.7	%	$	1,428.2	32.7	%	$	1,164.6	25.2	%
Netcomm Products	567.3		11.6		582.4		13.3		471.9		10.8		562.5		12.1
Desktops	448.4		9.1		349.0		8.0		253.6		5.8		418.3		9.0
Video	353.3		7.2		320.5		7.3		248.0		5.7		348.1		7.5
Enterprise and Data Storage (Including Drives)	283.6		5.8		297.4		6.8		199.9		4.6		273.1		5.9
Other Hardware	946.0		19.3		883.8		20.3		937.4		21.5		970.8		21.0
Total Hardware	3,924.2		80.0		3,557.9		81.4		3,539.0		81.1		3,737.4		80.7

Software⁽¹⁾	707.2		14.3		608.4		13.9		582.4		13.3		650.6		14.1
Services⁽¹⁾	243.8		5.0		179.0		4.1		214.6		4.9		211.3		4.6
Other⁽²⁾	32.5		0.7		27.9		0.6		29.7		0.7		30.6		0.6
Total Net sales	$	4,907.7	100.0	%	$	4,373.2	100.0	%	$	4,365.7	100.0	%	$	4,629.9	100.0	%


	Nine Months Ended September 30,								Six Months Ended June 30,
	2019				2018				2020				2019
	Dollars in Millions		Percentage of Total Net Sales		Dollars in Millions		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales
Notebooks/Mobile Devices	$	3,537.5	26.2	%	$	3,069.4	25.2	%	$	2,539.3	29.0	%	$	2,080.6	24.2	%
Netcomm Products	1,641.9		12.2		1,568.5		12.9		928.1		10.6		1,073.7		12.5
Desktops	1,183.6		8.8		1,013.2		8.3		635.6		7.3		715.5		8.3
Video	972.7		7.2		904.4		7.4		561.8		6.4		619.2		7.2
Enterprise and Data Storage (Including Drives)	849.2		6.3		816.2		6.7		440.3		5.0		566.2		6.6
Other Hardware	2,604.8		19.3		2,484.7		20.5		1,892.0		21.6		1,829.9		21.3
Total Hardware	10,789.7		80.0		9,856.4		81.0		6,997.1		79.9		6,885.1		80.1

Software⁽¹⁾	1,951.1		14.4		1,715.3		14.1		1,247.2		14.2		1,242.1		14.5
Services⁽¹⁾	661.9		4.9		508.2		4.2		445.1		5.1		400.5		4.7
Other⁽²⁾	92.8		0.7		85.8		0.7		65.5		0.8		60.1		0.7
Total Net sales	$	13,495.5	100.0	%	$	12,165.7	100.0	%	$	8,754.9	100.0	%	$	8,587.8	100.0	%


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


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


~~13.~~	~~Supplemental Guarantor Information~~

The Senior Notes are guaranteed by Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries (the "Guarantor Subsidiaries"). All guarantees by Parent and the Guarantor Subsidiaries are and were 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 Senior Notes. CDW LLC's 100% owned foreign subsidiaries, CDW International Holdings Limited, which is comprised of CDW UK and CDW Canada (together the "Non-Guarantor Subsidiaries"), do not guarantee the Senior Notes. CDW LLC and CDW Finance Corporation, as co-issuers, are 100% owned by Parent and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries are, directly or indirectly, 100% owned by CDW LLC.

The following tables set forth Condensed Consolidating Balance Sheets as of September 30, 2019 and December 31, 2018, Consolidating Statements of Operations for the three and nine months ended September 30, 2019 and 2018, Condensed Consolidating Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018, and Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2019 and 2018, in accordance with Rule 3-10 of Regulation S-X. The consolidating financial information includes the accounts of CDW Corporation (the "Parent Guarantor"), which has no independent assets or operations, the accounts of CDW LLC (the "Subsidiary Issuer"), the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, and the accounts of CDW Finance Corporation (the "Co-Issuer") for the periods indicated. The information is prepared on the same basis as the Company's Consolidated Financial Statements.

Condensed Consolidating Balance Sheet
September 30, 2019
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Assets
Current assets:
Cash and cash equivalents $ —
$ 124.1
$ —
$ 78.5
$ —
$ (35.7 ) $ 166.9
Accounts receivable, net —
—
2,539.1
360.4
—
—
2,899.5
Merchandise inventory —
—
525.2
78.4
—
—
603.6
Miscellaneous receivables —
103.1
300.6
28.5
—
—
432.2
Prepaid expenses and other —
22.2
122.6
48.3
—
—
193.1
Total current assets —
249.4
3,487.5
594.1
—
(35.7 ) 4,295.3
Operating lease right-of-use assets —
23.2
33.1
27.9
—
—
84.2
Property and equipment, net —
75.8
68.4
26.9
—
—
171.1
Goodwill —
751.8
1,437.9
326.2
—
—
2,515.9
Other intangible assets, net —
243.1
206.2
166.8
—
—
616.1
Other assets 1.0
27.0
2.4
172.1
—
(182.0 ) 20.5
Investment in and advances to subsidiaries 934.1
3,189.6
—
—
—
(4,123.7 ) —
Total Assets $ 935.1
$ 4,559.9
$ 5,235.5
$ 1,314.0
$ —
$ (4,341.4 ) $ 7,703.1
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade $ —
$ 26.2
$ 1,701.9
$ 207.6
$ —
$ (35.7 ) $ 1,900.0
Accounts payable-inventory financing —
0.1
382.0
29.6
—
—
411.7
Current maturities of long-term debt —
14.9
4.2
6.3
—
—
25.4
Contract liabilities —
—
127.1
85.0
—
—
212.1
Accrued expenses and other current liabilities —
256.0
352.0
83.8
—
—
691.8
Total current liabilities —
297.2
2,567.2
412.3
—
(35.7 ) 3,241.0
Long-term liabilities:
Debt —
3,209.1
—
49.9
—
—
3,259.0
Deferred income taxes —
51.7
32.0
28.7
—
(1.1 ) 111.3
Operating lease liabilities —
33.0
25.2
23.5
—
—
81.7
Other liabilities —
34.8
0.9
220.2
—
(180.9 ) 75.0
Total long-term liabilities —
3,328.6
58.1
322.3
—
(182.0 ) 3,527.0
Total stockholders' equity 935.1
934.1
2,610.2
579.4
—
(4,123.7 ) 935.1
Total Liabilities and Stockholders' Equity $ 935.1
$ 4,559.9
$ 5,235.5
$ 1,314.0
$ —
$ (4,341.4 ) $ 7,703.1

Condensed Consolidating Balance Sheet
December 31, 2018
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Assets
Current assets:
Cash and cash equivalents $ —
$ 176.0
$ —
$ 46.7
$ —
$ (16.9 ) $ 205.8
Accounts receivable, net —
—
2,331.2
340.0
—
—
2,671.2
Merchandise inventory —
—
387.4
66.9
—
—
454.3
Miscellaneous receivables —
110.6
187.7
18.1
—
—
316.4
Prepaid expenses and other —
17.1
93.8
38.2
—
—
149.1
Total current assets —
303.7
3,000.1
509.9
—
(16.9 ) 3,796.8
Property and equipment, net —
82.3
52.0
21.8
—
—
156.1
Goodwill —
751.8
1,437.8
273.2
—
—
2,462.8
Other intangible assets, net —
252.5
300.0
159.7
—
—
712.2
Other assets 1.4
49.8
9.6
140.2
—
(161.2 ) 39.8
Investment in and advances to subsidiaries 973.8
3,028.9
—
—
—
(4,002.7 ) —
Total Assets $ 975.2
$ 4,469.0
$ 4,799.5
$ 1,104.8
$ —
$ (4,180.8 ) $ 7,167.7
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade $ —
$ 39.2
$ 1,387.9
$ 166.9
$ —
$ (16.9 ) $ 1,577.1
Accounts payable-inventory financing —
0.2
406.1
23.0
—
—
429.3
Current maturities of long-term debt —
14.9
4.0
6.4
—
—
25.3
Contract liabilities —
—
95.6
82.7
—
—
178.3
Accrued expenses and other current liabilities —
217.6
306.7
68.8
—
—
593.1
Total current liabilities —
271.9
2,200.3
347.8
—
(16.9 ) 2,803.1
Long-term liabilities:
Debt —
3,121.3
4.3
57.7
—
—
3,183.3
Deferred income taxes —
55.9
60.5
26.9
—
(1.4 ) 141.9
Other liabilities —
46.1
5.7
172.2
—
(159.8 ) 64.2
Total long-term liabilities —
3,223.3
70.5
256.8
—
(161.2 ) 3,389.4
Total stockholders' equity 975.2
973.8
2,528.7
500.2
—
(4,002.7 ) 975.2
Total Liabilities and Stockholders' Equity $ 975.2
$ 4,469.0
$ 4,799.5
$ 1,104.8
$ —
$ (4,180.8 ) $ 7,167.7

Consolidating Statement of Operations
Three Months Ended September 30, 2019
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Net sales $ —
$ —
$ 4,400.6
$ 507.1
$ —
$ —
$ 4,907.7
Cost of sales —
—
3,671.5
419.7
—
—
4,091.2
Gross profit —
—
729.1
87.4
—
—
816.5
Selling and administrative expenses —
35.8
347.4
61.7
—
—
444.9
Advertising expense —
—
47.2
3.8
—
—
51.0
Operating income (loss) —
(35.8 ) 334.5
21.9
—
—
320.6
Interest (expense) income, net —
(42.0 ) 0.1
(0.4 ) —
—
(42.3 )
Other income, net —
(16.1 ) —
(1.3 ) —
—
(17.4 )
Income (loss) before income taxes —
(93.9 ) 334.6
20.2
—
—
260.9
Income tax (expense) benefit (0.1 ) 30.3
(87.9 ) (1.5 ) —
—
(59.2 )
Income (loss) before equity in earnings of subsidiaries (0.1 ) (63.6 ) 246.7
18.7
—
—
201.7
Equity in earnings of subsidiaries 201.8
265.4
—
—
—
(467.2 ) —
Net income $ 201.7
$ 201.8
$ 246.7
$ 18.7
$ —
$ (467.2 ) $ 201.7

Consolidating Statement of Operations
Three Months Ended September 30, 2018
(in millions) Parent
Guarantor Subsidiary
Issuer Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Co-Issuer Consolidating
Adjustments Consolidated
Net sales $ —
$ —
$ 3,921.6
$ 451.6
$ —
$ —
$ 4,373.2
Cost of sales —
—
3,286.6
373.0
—
—
3,659.6
Gross profit —
—
635.0
78.6
—
—
713.6
Selling and administrative expenses —
33.7
299.8
57.2
—
—
390.7
Advertising expense —
—
45.9
2.2
—
—
48.1
Operating income (loss) —
(33.7 ) 289.3
19.2
—
—
274.8
Interest (expense) income, net —
(36.1 ) 0.9
(1.4 ) —
—
(36.6 )
Other income, net —
—
0.1
0.1
—
—
0.2
Income (loss) before income taxes —
(69.8 ) 290.3
17.9
—
—
238.4
Income tax (expense) benefit (0.1 ) 20.5
(75.3 ) 0.2
—
—
(54.7 )
Income (loss) before equity in earnings of subsidiaries (0.1 ) (49.3 ) 215.0
18.1
—
—
183.7
Equity in earnings of subsidiaries 183.8
233.1
—
—
—
(416.9 ) —
Net income $ 183.7
$ 183.8
$ 215.0
$ 18.1
$ —
$ (416.9 ) $ 183.7

Consolidating Statement of Operations
Nine Months Ended September 30, 2019
(in millions) Parent
Guarantor Subsidiary
Issuer Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Co-Issuer Consolidating
Adjustments Consolidated
Net sales $ —
$ —
$ 11,924.5
$ 1,571.0
$ —
$ —
$ 13,495.5
Cost of sales —
—
9,926.3
1,306.8
—
—
11,233.1
Gross profit —
—
1,998.2
264.2
—
—
2,262.4
Selling and administrative expenses —
99.7
980.6
189.0
—
—
1,269.3
Advertising expense —
—
134.7
8.6
—
—
143.3
Operating income (loss) —
(99.7 ) 882.9
66.6
—
—
849.8
Interest (expense) income, net —
(120.2 ) 0.3
(1.2 ) —
—
(121.1 )
Other (expense) income, net —
(16.1 ) 2.1
(1.0 ) —
—
(15.0 )
Income (loss) before income taxes —
(236.0 ) 885.3
64.4
—
—
713.7
Income tax (expense) benefit (0.3 ) 75.2
(229.2 ) (8.2 ) —
—
(162.5 )
Income (loss) before equity in earnings of subsidiaries (0.3 ) (160.8 ) 656.1
56.2
—
—
551.2
Equity in earnings of subsidiaries 551.5
712.3
—
—
—
(1,263.8 ) —
Net income $ 551.2
$ 551.5
$ 656.1
$ 56.2
$ —
$ (1,263.8 ) $ 551.2

Consolidating Statement of Operations
Nine Months Ended September 30, 2018
(in millions) Parent
Guarantor Subsidiary
Issuer Guarantor
Subsidiaries Non-Guarantor
Subsidiaries Co-Issuer Consolidating
Adjustments Consolidated
Net sales $ —
$ —
$ 10,743.7
$ 1,422.0
$ —
$ —
$ 12,165.7
Cost of sales —
—
8,966.6
1,186.0
—
—
10,152.6
Gross profit —
—
1,777.1
236.0
—
—
2,013.1
Selling and administrative expenses —
103.3
861.8
169.7
—
—
1,134.8
Advertising expense —
—
128.3
5.6
—
—
133.9
Operating income (loss) —
(103.3 ) 787.0
60.7
—
—
744.4
Interest (expense) income, net —
(109.9 ) 2.8
(4.4 ) —
—
(111.5 )
Other income, net —
—
0.6
0.4
—
—
1.0
Income (loss) before income taxes —
(213.2 ) 790.4
56.7
—
—
633.9
Income tax (expense) benefit (0.3 ) 61.5
(202.6 ) (8.8 ) —
—
(150.2 )
Income (loss) before equity in earnings of subsidiaries (0.3 ) (151.7 ) 587.8
47.9
—
—
483.7
Equity in earnings of subsidiaries 484.0
635.7
—
—
—
(1,119.7 ) —
Net income $ 483.7
$ 484.0
$ 587.8
$ 47.9
$ —
$ (1,119.7 ) $ 483.7

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2019
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Comprehensive income $ 187.0
$ 187.1
$ 246.7
$ 4.1
$ —
$ (437.9 ) $ 187.0

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2018
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Comprehensive income $ 180.6
$ 180.7
$ 215.0
$ 14.9
$ —
$ (410.6 ) $ 180.6

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2019
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Comprehensive income $ 527.7
$ 528.0
$ 656.1
$ 43.5
$ —
$ (1,227.6 ) $ 527.7

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2018
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Comprehensive income $ 471.4
$ 471.7
$ 587.8
$ 30.0
$ —
$ (1,089.5 ) $ 471.4

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2019
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Net cash provided by (used in) operating activities $ —
$ (6.3 ) $ 620.6
$ 95.4
$ —
$ (27.4 ) $ 682.3
Cash flows used in investing activities:
Capital expenditures —
(46.4 ) (19.5 ) (9.1 ) —
—
(75.0 )
Acquisition of business, net of cash acquired —
—
—
(75.0 ) —
—
(75.0 )
Net cash used in investing activities —
(46.4 ) (19.5 ) (84.1 ) —
—
(150.0 )
Cash flows (used in) provided by financing activities:
Proceeds from borrowings under revolving credit facility —
1,860.5
—
—
—
—
1,860.5
Repayments of borrowings under revolving credit facility —
(1,834.5 ) —
—
—
—
(1,834.5 )
Repayments of long-term debt —
(11.0 ) —
(8.7 ) —
—
(19.7 )
Proceeds from issuance of long-term debt —
600.0
—
—
—
—
600.0
Payments to extinguish long-term debt —
(538.1 ) —
—
—
—
(538.1 )
Net change in accounts payable-inventory financing —
—
(24.2 ) 6.8
—
—
(17.4 )
Repurchases of common stock (493.3 ) —
—
—
—
—
(493.3 )
Payment of incentive compensation plan withholding taxes (21.3 ) —
—
—
—
—
(21.3 )
Dividend payments (128.9 ) —
—
—
—
—
(128.9 )
Capital contributions —
(76.0 ) —
76.0
—
—
—
Other —
28.8
(4.4 ) (0.2 ) —
—
24.2
Distributions and advances from (to) affiliates 643.5
(28.9 ) (572.5 ) (50.7 ) —
8.6
—
Net cash (used in) provided by financing activities —
0.8
(601.1 ) 23.2
—
8.6
(568.5 )
Effect of exchange rate changes on cash and cash equivalents —
—
—
(2.7 ) —
—
(2.7 )
Net (decrease) increase in cash and cash equivalents —
(51.9 ) —
31.8
—
(18.8 ) (38.9 )
Cash and cash equivalents—beginning of period —
176.0
—
46.7
—
(16.9 ) 205.8
Cash and cash equivalents—end of period $ —
$ 124.1
$ —
$ 78.5
$ —
$ (35.7 ) $ 166.9

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2018
(in millions)
Parent
Guarantor

Subsidiary
Issuer

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries
Co-Issuer
Consolidating
Adjustments
Consolidated
Net cash provided by (used in) operating activities $ —
$ (78.9 ) $ 608.4
$ 80.2
$ —
$ (7.4 ) $ 602.3
Cash flows used in investing activities:
Capital expenditures —
(40.9 ) (3.5 ) (9.0 ) —
—
(53.4 )
Net cash used in investing activities —
(40.9 ) (3.5 ) (9.0 ) —
—
(53.4 )
Cash flows (used in) provided by financing activities:
Proceeds from borrowings under revolving credit facility —
640.0
—
48.9
—
—
688.9
Repayments of borrowings under revolving credit facility —
(640.0 ) —
(41.9 ) —
—
(681.9 )
Repayments of long-term debt —
(11.2 ) —
(7.0 ) —
—
(18.2 )
Net change in accounts payable-inventory financing —
(0.8 ) (85.8 ) (3.5 ) —
—
(90.1 )
Repurchases of common stock (232.5 ) —
—
—
—
—
(232.5 )
Payment of incentive compensation plan withholding taxes (27.1 ) —
—
—
—
—
(27.1 )
Dividend payments (95.5 ) —
—
—
—
—
(95.5 )
Repayment of intercompany loan —
—
47.5
(47.5 ) —
—
—
Other —
25.8
(4.3 ) (0.4 ) —
—
21.1
Distributions and advances from (to) affiliates 355.1
213.2
(562.3 ) —
—
(6.0 ) —
Net cash (used in) provided by financing activities —
227.0
(604.9 ) (51.4 ) —
(6.0 ) (435.3 )
Effect of exchange rate changes on cash and cash equivalents —
—
—
(2.7 ) —
—
(2.7 )
Net increase (decrease) in cash and cash equivalents —

107.2

—

17.1

—

(13.4 )
110.9
Cash and cash equivalents—beginning of period —
113.7
—
32.4
—
(1.9 ) 144.2
Cash and cash equivalents—end of period $ —

$ 220.9

$ —

$ 49.5

$ —

$ (15.3 ) $ 255.1


~~14.~~	~~Subsequent Events~~

~~On October 11, 2019, CDW extended the maturity date of the existing Term Loan to October 2026.~~

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

Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," the terms "we," "us," "the Company," "our," "CDW" and similar terms refer to CDW Corporation and its subsidiaries. "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" at the end of this discussion.

Overview

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

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

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

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

Trends and Key Factors Affecting our Financial Performance

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

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

The global spread of the novel coronavirus (“COVID-19”) pandemic continues to ~~be substantial uncertainty regarding the impact of the UK's planned withdrawal from the European Union ("EU") (referred to as "Brexit"). Potential adverse consequences of Brexit such as global market~~create significant macroeconomic uncertainty, volatility ~~in currency exchange rates, greater restrictions on imports~~ and ~~exports between UK and EU countries and increased regulatory complexities could have a negative~~disruption. The extent to which the COVID-19 pandemic continues to impact on our business, results of operations, cash flows, financial condition and ~~results of operations. To date, CDW UK has~~liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including, but not ~~experienced significant changes in the buying behavior of its customers even with the uncertainty related~~limited to, the ~~timing~~duration, severity and ~~terms~~further spread of ~~Brexit.~~the outbreak, future resurgences and reimplementation of closures, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. We have ~~established~~mobilized our resources to help ensure the well-being and safety of our coworkers, business continuity, a ~~presence~~strong capital position and adequate liquidity. Our efforts have included:

We continue to be focused on the ~~continent~~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 the first quarter of 2020, we implemented precautions to ~~support CDW UK's broader growth opportunities in~~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 ~~EU. This~~facilities. All distribution and configuration centers continue to be operational.

Remote enablement, operations continuity, and security are customer focus areas to manage remote environments at scale and to prepare to be remote longer. Customers also ~~serves~~focused on initiatives to reduce costs, optimize resources, and leverage technology for better customer and employee experiences through digital transformation. We are orchestrating solutions by leveraging client devices, accessories, collaboration tools, security, software and cloud offerings to help customers build these capabilities and achieve their objectives.

We have adjusted our marketing and events from in-person to virtual to allow our customers to continue to interact and learn from our technical experts.

We increased our provision for credit losses during the six months ended June 30, 2020 as a ~~contingency plan~~result of the expected economic impact of COVID-19. We continue to ~~address future developments as needed around Brexit.~~monitor cash collections and credit limits of our customers to manage the risk of uncollectible receivables.

We continue to closely monitor our cost structure relative to the overall demand environment and have taken measures to enhance liquidity, including completing a $600 million debt issuance in April 2020, suspending share repurchases, and implementing cost savings initiatives.

Changes in spending policies, budget priorities and funding levels are a key factor influencing the purchasing levels of government, healthcare and education customers. With the current COVID-19 pandemic, current and future budget priorities and funding levels for these customers have been and may continue to 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 ~~("DaaS")~~ and managed services. Technology trends could also change as customers consider the impact of the COVID-19 pandemic on their operations.

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

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. Effective January 1, 2019, we made a change to the Non-GAAP financial measures that we use to provide meaningful methods of evaluating our financial performance and have replaced EBITDA, Adjusted EBITDA and Adjusted EBITDA margin with Non-GAAP operating income and Non-GAAP operating income margin. We made this change due to the continuing evolution of the IT consumption model. We believe Non-GAAP operating income will be more reflective of the costs of providing services to our customers and our own costs as the consumption model continues to evolve. Non-GAAP operating income is also being used for the first time in 2019 as a key business metric for our annual incentive compensation programs.

~~In addition to Non-GAAP operating income and Non-GAAP operating income margin, we~~ believe that the most important ~~financial and non-financial~~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, (defined to be 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), debt levels including available credit, sales per coworker and coworker turnover. These

measures and ratios are compared to standards or objectives set by management, so that actions can be taken, as necessary, in order to achieve the standards and objectives.

In this report, we discuss Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, ~~and~~ 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, ~~and~~ Non-GAAP net income, Net sales growth on a constant currency basis and reconciliations to the most directly comparable GAAP measure, see "Results of Operations - Non-GAAP Financial Measure Reconciliations."

~~Third~~Second Quarter Overview

The results of certain business metrics are as follows:


	Three Months Ended September 30,				Three Months Ended June 30,
(dollars in millions)	2019		2018		2020		2019
Net sales	$	4,907.7	$	4,373.2	$	4,365.7	$	4,629.9
Gross profit	816.5		713.6		747.2		773.8
Operating income	320.6		274.8		283.4		300.3
Net income	201.7		183.7		189.1		196.6
Non-GAAP operating income	380.4		333.9		338.2		358.4
Non-GAAP net income	249.9		217.6		225.3		237.7
Average daily sales⁽¹⁾	76.7		69.4		68.2		72.3
Net debt⁽²⁾	3,117.5		2,964.3		2,941.1		3,084.4
Cash conversion cycle (in days)(3)	17		18		25		16


(1)	There were 64 ~~and 63~~ selling days for both the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~2019.


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


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

Results of Operations

Three Months Ended ~~September~~June 30, ~~2019~~2020 Compared to Three Months Ended ~~September~~June 30, ~~2018~~2019

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


	Three Months Ended September 30,										Three Months Ended June 30,
	2019					2018					2020					2019
	Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales
Net sales	$	4,907.7		100.0	%	$	4,373.2		100.0	%	$	4,365.7		100.0	%	$	4,629.9		100.0	%
Cost of sales	4,091.2			83.4		3,659.6			83.7		3,618.5			82.9		3,856.1			83.3
Gross profit	816.5			16.6		713.6			16.3		747.2			17.1		773.8			16.7
Selling and administrative expenses	444.9			9.1		390.7			8.9		463.8			10.6		473.5			10.2
Advertising expense	51.0			1.0		48.1			1.1
Operating income	320.6			6.5		274.8			6.3		283.4			6.5		300.3			6.5
Interest expense, net	(42.3		)	(0.9	)	(36.6		)	(0.8	)	(39.7		)	(0.9	)	(40.5		)	(0.9	)
Other (expense) income, net	(17.4		)	(0.3	)	0.2			—
Other income, net											1.7			—		1.4			—
Income before income taxes	260.9			5.3		238.4			5.5		245.4			5.6		261.2			5.6
Income tax expense	(59.2		)	(1.2	)	(54.7		)	(1.2	)	(56.3		)	(1.3	)	(64.6		)	(1.4	)
Net income	$	201.7		4.1	%	$	183.7		4.2	%	$	189.1		4.3	%	$	196.6		4.2	%

Net sales

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


	Three Months Ended September 30,														Three Months Ended June 30,
	2019				2018										2020				2019
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change		Average Daily Sales Percent Change⁽¹⁾		Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change			Percent Change
Corporate	$	1,913.5	39.0	%	$	1,706.5	39.1	%	$	207.0	12.1	%	10.4	%	$	1,557.5	35.7	%	$	1,883.9	40.7	%	$	(326.4	)	(17.3	)%

Small Business	386.2		7.9		340.0		7.8		46.2		13.6		11.8		302.1		6.9		377.4		8.2		(75.3		)	(19.9	)

Public:
Government	793.4		16.2		639.3		14.6		154.1		24.1		22.2		719.7		16.5		578.4		12.5		141.3			24.4
Education	807.0		16.4		793.1		18.1		13.9		1.8		0.2		876.8		20.1		773.6		16.7		103.2			13.3
Healthcare	500.5		10.2		442.7		10.1		57.8		13.1		11.3		425.6		9.7		488.1		10.5		(62.5		)	(12.8	)
Total Public	2,100.9		42.8		1,875.1		42.8		225.8		12.0		10.3		2,022.1		46.3		1,840.1		39.7		182.0			9.9

Other	507.1		10.3		451.6		10.3		55.5		12.3		10.6		484.0		11.1		528.5		11.4		(44.5		)	(8.4	)

Total Net sales	$	4,907.7	100.0	%	$	4,373.2	100.0	%	$	534.5	12.2	%	10.5	%	$	4,365.7	100.0	%	$	4,629.9	100.0	%	$	(264.2	)	(5.7	)%


(1)	There were 64 ~~and 63~~ selling days for both the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~2019.

Total Net sales for the three months ended ~~September~~June 30, ~~2019 increased $535~~2020 decreased $264 million, or ~~12.2%~~5.7%, to ~~$4,908~~$4,366 million, compared to ~~$4,373 million for~~ the three months ended ~~September~~June 30, ~~2018. There was one more selling day in the three months ended September 30, 2019 compared to the same period of 2018, and Net sales on an average daily sales basis increased 10.5%.~~2019. Excluding the impact of foreign currency fluctuations, constant currency Net sales ~~growth on an average daily sales basis was 10.9%~~decreased 5.3%. ~~See~~For additional information, see "Non-GAAP Financial Measure Reconciliations" below ~~for additional information~~ regarding constant currency Net sales growth.

For the three months ended ~~September~~June 30, 2020, Net sales decreased across all major hardware categories, except for notebooks/mobile devices, compared to the three months ended June 30, 2019, ~~Net sales growth reflected growth across most major product categories, particularly client devices (defined as notebooks/mobile devices and desktops), software and services.~~due to the impact of the COVID-19 pandemic on customer demand. For additional ~~details,~~information, see Note 1210 (Segment Information) to the accompanying Consolidated Financial Statements.

Corporate segment Net sales for the three months ended ~~September~~June 30, ~~2019 increased $207~~2020 decreased $326 million, or ~~12.1%~~17.3%, compared to the three months ended ~~September~~June 30, ~~2018. On an average daily sales basis, Corporate segment Net sales increased 10.4%. Growth was primarily~~2019 driven by ~~client devices~~decreases across all major hardware categories and ~~software.~~software due to the impact of the COVID-19 pandemic on customer demand.

Small Business segment Net sales for the three months ended ~~September~~June 30, ~~2019 increased $46~~2020 decreased $75 million, or ~~13.6%~~19.9%, compared to the three months ended ~~September~~June 30, ~~2018. On an average daily sales basis, Small Business segment Net sales increased 11.8%. Growth was primarily~~2019 driven by ~~client devices.~~decreases across all major hardware categories and software due to the impact of the COVID-19 pandemic on customer demand.

Public segment Net sales for the three months ended ~~September~~June 30, ~~2019~~2020 increased ~~$226~~$182 million, or ~~12.0%~~9.9%, compared to the three months ended ~~September~~June 30, ~~2018. On an average daily sales basis, Public segment Net sales increased 10.3%.~~2019. Net sales to Government ~~and Healthcare~~ customers increased ~~22.2% and 11.3% on an average daily sales basis, respectively,~~24.4% primarily driven by ~~client~~notebooks/mobile devices. Other hardware, including accessories and smartphones, and services also contributed to the increase as we continued to deliver on the Census project. Net sales to Education customers ~~were flat.~~increased 13.3% primarily driven by notebooks/mobile devices, partially offset by video, as schools become more enabled for remote learning. Net sales to Healthcare customers decreased 12.8% primarily driven by desktops as hospitals delayed refresh projects.

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the three months ended ~~September~~June 30, ~~2019 increased $56~~2020 decreased $45 million, or ~~10.6% on an average daily sales basis,~~8.4% compared to the three months ended ~~September~~June 30, ~~2018. Both operations grew in local currency led by Canada growth which included the incremental~~2019. Net sales ~~from Scalar Decisions Inc. ("Scalar"). This increase was partially offset~~for Canadian operations decreased across most major hardware categories. Net sales for UK operations increased primarily driven by ~~the~~notebooks/mobile devices. The impact of foreign currency exchange offurther decreased Other Net sales by approximately ~~470~~320 basis points due to the unfavorable impact resulting from the British pound and Canadian dollar to US dollar translations.

Gross profit

Gross profit ~~increased $103~~decreased $27 million, or ~~14.4%~~3.4%, to ~~$816~~$747 million for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to $774 million for the three months ended ~~September~~June 30, ~~2018.~~2019. As a percentage of Net sales, Gross profit margin increased 3040 basis points to ~~16.6%~~17.1% for the three months ended ~~September~~June 30, ~~2019.~~2020. Gross profit margin was positively impacted by ~~an increase in~~product margin and by the mix of netted down revenues ~~such as Software~~that are booked net of cost of goods sold, primarily software as a ~~Service and warranties.~~service.

Selling and administrative expenses

Selling and administrative expenses ~~increased $54~~decreased $10 million, or ~~13.9%~~2.1%, to ~~$445~~$464 million for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$391~~$474 million for the three months ended ~~September~~June 30, ~~2018.~~2019. The ~~increase~~decrease was ~~driven by higher payroll expenses due to higher sales payroll expenses, including sales commissions, which are~~ primarily driven by ~~higher gross~~lower sales payroll consistent with lower Gross profit, ~~the inclusion of Scalar expenses, and~~reduced performance-based compensation, ~~consistent with higher attainment against goals.~~and cost saving measures, including decreased travel and entertainment, and ongoing productivity and efficiency efforts. These reductions were partially offset by COVID-19 related costs. Total coworker count was ~~9,843,~~10,048, up ~~906~~265 from ~~8,937~~9,783 at ~~September~~June 30, ~~2018, including the incremental coworker count from Scalar.~~2019.

As a percentage of total Net sales, ~~selling~~Selling and administrative expenses increased 2040 basis points to ~~9.1%~~10.6% during the three months ended ~~September~~June 30, ~~2019, from 8.9%~~2020, compared to 10.2% in the three months ended ~~September~~June 30, ~~2018.~~2019 due to COVID-19 costs and higher payroll expense, primarily driven by higher coworker count, partially offset by lower performance-based compensation.

Operating income

During the first quarter of 2019, we evaluated our methodology for allocating certain depreciation and amortization expenses to each of our segments. The evaluation resulted in a revision to the allocation of depreciation and amortization expenses from Headquarters to our reportable segments, effective January 1, 2019. The prior period results have been recast to reflect these changes and present comparable information.

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


	Three Months Ended September 30,												Three Months Ended June 30,
	2019					2018							2020					2019
	Dollars in Millions			Operating Margin		Dollars in Millions			Operating Margin		Percent Change in Operating Income		Dollars in Millions			Operating Margin		Dollars in Millions			Operating Margin		Percent Change in Operating Income
Segments:⁽¹⁾
Corporate	$	138.9		7.3	%	$	125.7		7.4	%	10.5	%	$	123.0		7.9	%	$	157.2		8.3	%	(21.8	)%
Small Business	27.2			7.0		23.8			7.0		14.3		21.0			7.0		26.6			7.0		(21.1	)
Public	168.4			8.0		136.6			7.3		23.3		159.9			7.9		129.4			7.0		23.6
Other⁽²⁾	21.9			4.3		19.2			4.3		14.1		16.5			3.4		19.1			3.6		(13.6	)
Headquarters⁽³⁾	(35.8		)	nm*		(30.5		)	nm*		(17.4	)	(37.0		)	nm*		(32.0		)	nm*		(15.6	)
Total Operating income	$	320.6		6.5	%	$	274.8		6.3	%	16.7	%	$	283.4		6.5	%	$	300.3		6.5	%	(5.6	)%

* Not meaningful


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


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


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

Operating income was ~~$321~~$283 million for the three months ended June 30, 2020, a decrease of $17 million, or 5.6%, compared to $300 million for the three months ended ~~September~~June 30, ~~2019, an increase of $46 million, or 16.7%, compared to $275 million for the three months ended September 30, 2018.~~2019. Operating income ~~increased~~decreased primarily due to ~~higher gross~~lower Gross profit dollars and COVID-19 related costs, partially offset by ~~higher payroll expenses.~~lower performance-based compensation. Total operating margin percentage ~~increased 20 basis points to~~remained flat at 6.5% for the three months ended ~~September~~June 30, 2020 and 2019 ~~from 6.3% for the three months ended September 30, 2018.~~primarily due to higher product margin and lower performance-based compensation as a percentage of Net sales, offset by higher payroll expenses as a percentage of Net sales and COVID-19 related costs.

Corporate segment Operating income was ~~$139~~$123 million for the three months ended June 30, 2020, a decrease of $34 million, or 21.8%, compared to $157 million for the three months ended ~~September~~June 30, ~~2019, an increase of $13 million, or 10.5%, compared to $126 million for the three months ended September 30, 2018.~~2019. Corporate segment ~~Operating~~Operating income ~~increased~~decreased primarily due to ~~higher gross~~lower Gross profit dollars, partially offset by ~~higher~~lower sales payroll expenses. Corporate segment operating margin percentage decreased 1040 basis points to 7.9% ~~7.3%~~ for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~7.4%~~8.3% for the three months ended ~~September~~June 30, ~~2018~~2019.

primarily due to higher payroll expenses as a percentage of Net sales and COVID-19 related costs, partially offset by higher product margin and lower provision for credit losses.

Small Business segment Operating income was $21 million for the three months ended June 30, 2020, a decrease of $6 million, or 21.1%, compared to $27 million for the three months ended ~~September~~June 30, ~~2019, an increase of $3 million, or 14.3%, compared to $24 million for the three months ended September 30, 2018.~~2019. Small Business segment Operating income ~~increased~~ decreased primarily due to ~~higher gross~~lower Gross profit dollars, partially offset by ~~higher~~lower sales payroll expenses. Small Business segment operating margin percentage remained flat at 7.0% for the three months ended ~~September~~June 30, 2020 and 2019 primarily due to higher product margin offset by higher payroll expenses as a percentage of Net sales and ~~2018.~~COVID-19 related costs.

Public segment Operating income was ~~$168~~ $160 million for the three months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$32~~$31 million, or ~~23.3%~~23.6%, compared to ~~$137~~$129 million for the three months ended ~~September~~June 30, ~~2018.~~2019. Public segment Operating incomeincreased primarily due to higher ~~gross~~Gross profit dollars, partially offset by higher sales ~~payroll expenses.~~payroll. Public segment operating margin percentage increased 7090 basis points to ~~8.0%~~7.9% for the three months ended ~~September~~June 30, ~~2019 from 7.3%~~2020, compared to 7.0% for the three months ended ~~September~~June 30, ~~2018. This increase in operating margin percentage was~~2019 primarily ~~driven by an increase in~~due to a mix into more profitable product ~~margin improvement partially offset by higher payroll expenses.~~and service offerings and benefits from cost saving measures, such as decreased travel and entertainment, and ongoing productivity and efficiency efforts.

Other Operating income was ~~$22~~ $17 million for the three months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of $3$2 million, or ~~14.1%~~13.6%, compared to ~~$19~~$19 million for the three months ended ~~September~~June 30, ~~2018.~~2019. Other Operating ~~income~~ ~~increased~~income decreased primarily due to ~~higher gross~~lower Gross profit ~~dollars offset by higher payroll expenses, which was due to the inclusion of Scalar expenses, and the unfavorable translation of the British pound and Canadian dollar to US dollar.~~dollars. Other operating margin percentage ~~remained flat at~~ ~~4.3%~~decreased 20 basis points to 3.4% for the three months ended ~~September~~June 30, ~~2019.~~

~~Interest expense, net~~

~~At September 30, 2019, our outstanding debt totaled $3,304 million~~2020, compared to ~~$3,238 million at September 30, 2018. Interest expense, net~~3.6% for the three months ended ~~September~~June 30, 2019 ~~was $42 million, an increase of $5 million compared to $37 million for the three months ended September 30, 2018. This increase was~~ primarily due to ~~paying an effective interest rate on the term loan in 2019 that exceeded the capped rate in 2018.~~higher sales payroll expenses as a percentage of Net sales due higher coworker count and higher occupancy as a percentage of Net sales, partially offset by higher product margin.

~~Other (expense) income, net~~

During the three months ended September 30, 2019, there was a $16 million net loss on extinguishment of long-term debt. For additional details, see Note 7 (Long-Term Debt) to the accompanying Consolidated Financial Statements.

Income tax expense

Income tax expense was ~~$59~~$56 million and $65 million for the three months ended ~~September~~June 30, 2020 and 2019, ~~compared to $55 million for the same period of the prior year.~~respectively. The effective income tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was ~~22.7%~~22.9% and ~~22.9%~~24.7% for the three months ended ~~September~~June 30, 2020 and 2019, ~~and 2018, respectively, and~~respectively. The effective tax rates differed from the US ~~federal~~ statutory rate of 21.0% for both periods primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.

The lower effective tax rate for the three months ended ~~September~~June 30, ~~2019 as~~2020, compared to the ~~same period of the prior year~~three months ended June 30, 2019, was primarily attributable to higher excess tax benefits on equity-based ~~compensation.~~compensation in 2020.

Non-GAAP Financial Measure Reconciliations

We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, and Net sales growth on a constant currency basis for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 below.

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

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

Non-GAAP operating income

Non-GAAP operating income was ~~$380~~$338 million for the three months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of ~~$46~~$20 million, or ~~13.9%~~5.6%, compared to ~~$334~~$358 million for the three months ended ~~September~~June 30, ~~2018.~~2019. As a percentage of Net sales, Non-GAAP operating income was ~~7.8% and 7.6%~~7.7% for both the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~2019.


	Three Months Ended September 30,						Three Months Ended June 30,
(dollars in millions)	2019			2018			2020			2019
Operating income	$	320.6		$	274.8		$	283.4		$	300.3
Amortization of intangibles⁽¹⁾	44.6			45.3			44.4			44.7
Equity-based compensation	12.8			10.8			5.6			12.2
Scalar acquisition and integration expenses	0.9			—
Other adjustments⁽²⁾	1.5			3.0			4.8			1.2
Non-GAAP operating income	$	380.4		$	333.9		$	338.2		$	358.4
Non-GAAP operating income margin	7.8		%	7.6		%	7.7		%	7.7		%


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


(2)	Includes other expenses such as payroll taxes on equity-based ~~compensation.~~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 ~~$250~~$225 million for the three months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of ~~$32~~$13.0 million, or ~~14.8%~~5.2%, compared to ~~$218~~$238 million for the three months ended ~~September~~June 30, ~~2018.~~2019.


	Three Months Ended September 30,														Three Months Ended June 30,
	2019							2018							2020								2019
(in millions)	Income before income taxes		Income tax expense⁽¹⁾			Net income		Income before income taxes		Income tax expense⁽¹⁾			Net income		Income before income taxes		Income tax expense⁽¹⁾			Net income			Income before income taxes		Income tax expense⁽¹⁾			Net income
GAAP (as reported)	$	260.9	$	(59.2	)	$	201.7	$	238.4	$	(54.7	)	$	183.7	$	245.4	$	(56.3	)	$	189.1		$	261.2	$	(64.6	)	$	196.6
Amortization of intangibles⁽²⁾	44.6		(11.3		)	33.3		45.3		(12.0		)	33.3		44.4		(11.1		)	33.3			44.7		(11.2		)	33.5
Equity-based compensation	12.8		(11.8		)	1.0		10.8		(10.5		)	0.3		5.6		(6.3		)	(0.7		)	12.2		(5.5		)	6.7
Net loss on extinguishment of long-term debt	16.1		(4.0		)	12.1		—		—			—
Scalar acquisition and integration expenses	0.9		(0.2		)	0.7		—		—			—
Other adjustments⁽³⁾	1.5		(0.4		)	1.1		3.0		(2.7		)	0.3		4.8		(1.2		)	3.6			1.2		(0.3		)	0.9
Non-GAAP	$	336.8	$	(86.9	)	$	249.9	$	297.5	$	(79.9	)	$	217.6	$	300.2	$	(74.9	)	$	225.3		$	319.3	$	(81.6	)	$	237.7


(1)	Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based ~~compensation and the impact of global intangible low tax income ("GILTI") due to equity-based compensation and amortization of intangibles.~~compensation.


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


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

Net sales growth on a constant currency basis

Net sales ~~increased $535~~decreased $264 million, or ~~12.2%~~5.7%, to ~~$4,908~~$4,366 million for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$4,373~~$4,630 million for the three months ended ~~September~~June 30, ~~2018.~~2019. Net sales on a constant currency basis, which excludes the impact of foreign currency translation, ~~increased $552~~decreased $246 million, or ~~12.7%~~5.3%.


	Three Months Ended September 30,									Three Months Ended June 30,
(dollars in millions)	2019		2018			% Change		Average Daily % Change⁽¹⁾		2020		2019			% Change
Net sales, as reported	$	4,907.7	$	4,373.2		12.2	%	10.5	%	$	4,365.7	$	4,629.9		(5.7	)%
Foreign currency translation⁽²⁾	—		(18.1		)					—		(17.8		)
Net sales, on a constant currency basis	$	4,907.7	$	4,355.1		12.7	%	10.9	%	$	4,365.7	$	4,612.1		(5.3	)%


(1)	There were 64 ~~and 63~~ selling days for both the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018, respectively.~~2019.


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

~~Nine~~

Six Months Overview

The results of certain business metrics are as follows:


	Nine Months Ended September 30,				Six Months Ended June 30,
(dollars in millions)	2019		2018		2020		2019
Net sales	$	13,495.5	$	12,165.7	$	8,754.9	$	8,587.8
Gross profit	2,262.4		2,013.1		1,503.7		1,445.9
Operating income	849.8		744.4		529.2		529.2
Net income	551.2		483.7		357.0		349.5
Non-GAAP operating income	1,026.1		917.1		642.1		645.7
Non-GAAP net income	673.0		593.6		425.3		423.1
Average daily sales⁽¹⁾	70.7		63.7		68.4		67.6
Net debt⁽²⁾	3,117.5		2,964.3		2,941.1		3,084.4
Cash conversion cycle (in days)⁽³⁾	17		18		25		16


(1)	There were ~~191~~128 and 127 selling days for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018.~~respectively.


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


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

Results of Operations

~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2018~~2019

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


	Nine Months Ended September 30,										Six Months Ended June 30,
	2019					2018					2020					2019
	Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales
Net sales	$	13,495.5		100.0	%	$	12,165.7		100.0	%	$	8,754.9		100.0	%	$	8,587.8		100.0	%
Cost of sales	11,233.1			83.2		10,152.6			83.5		7,251.2			82.8		7,141.9			83.2
Gross profit	2,262.4			16.8		2,013.1			16.5		1,503.7			17.2		1,445.9			16.8
Selling and administrative expenses	1,269.3			9.4		1,134.8			9.3		974.5			11.2		916.7			10.6
Advertising expense	143.3			1.1		133.9			1.1
Operating income	849.8			6.3		744.4			6.1		529.2			6.0		529.2			6.2
Interest expense, net	(121.1		)	(0.9	)	(111.5		)	(0.9	)	(77.6		)	(0.9	)	(78.8		)	(0.9	)
Other (expense) income, net	(15.0		)	(0.1	)	1.0			—
Other income, net											5.6			0.1		2.4			—
Income before income taxes	713.7			5.3		633.9			5.2		457.2			5.2		452.8			5.3
Income tax expense	(162.5		)	(1.2	)	(150.2		)	(1.2	)	(100.2		)	(1.1	)	(103.3		)	(1.2	)
Net income	$	551.2		4.1	%	$	483.7		4.0	%	$	357.0		4.1	%	$	349.5		4.1	%

Net sales

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


	Nine Months Ended September 30,												Six Months Ended June 30,
	2019				2018								2020				2019
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change⁽¹⁾		Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change			Percent Change		Average Daily Sales Percent Change⁽¹⁾
Corporate	$	5,533.6	41.0	%	$	5,006.1	41.1	%	$	527.5	10.5	%	$	3,468.5	39.6	%	$	3,620.1	42.2	%	$	(151.6	)	(4.2	)%	(4.9	)%

Small Business	1,119.2		8.3		997.1		8.2		122.1		12.2		693.6		7.9		733.0		8.5		(39.4		)	(5.4	)	(6.1	)

Public:
Government	1,860.2		13.8		1,551.3		12.8		308.9		19.9		1,288.2		14.7		1,066.8		12.4		221.4			20.8		19.8
Education	1,981.0		14.7		1,902.4		15.6		78.6		4.1		1,353.0		15.5		1,174.0		13.7		179.0			15.2		14.3
Healthcare	1,430.5		10.6		1,286.8		10.6		143.7		11.2		906.2		10.4		930.0		10.8		(23.8		)	(2.6	)	(3.3	)
Total Public	5,271.7		39.1		4,740.5		39.0		531.2		11.2		3,547.4		40.6		3,170.8		36.9		376.6			11.9		11.0

Other	1,571.0		11.6		1,422.0		11.7		149.0		10.5		1,045.4		11.9		1,063.9		12.4		(18.5		)	(1.7	)	(2.5	)

Total Net sales	$	13,495.5	100.0	%	$	12,165.7	100.0	%	$	1,329.8	10.9	%	$	8,754.9	100.0	%	$	8,587.8	100.0	%	$	167.1		1.9	%	1.1	%


(1)	There were ~~191~~128 and 127 selling days for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018.~~respectively.

Total Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 increased ~~$1,330~~$167 million, or ~~10.9%~~1.9%, to ~~$13,495~~$8,755 million, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. There was one more selling day in the six months ended June 30, 2020 compared to the same period of 2019, and Net sales on an average daily sales basis increased 1.1%. Excluding the impact of foreign currency fluctuations, constant currency Net sales growth on an average daily sales basis was ~~11.6%~~1.5%. ~~See~~For additional information, see "Non-GAAP Financial Measure Reconciliations" below ~~for additional information~~ regarding constant currency Net sales growth.

For the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, Net sales growth ~~reflected~~was primarily due to notebooks/mobile devices from robust customer demand for remote enablement in response to the COVID-19 pandemic. The Census project further contributed to growth ~~across most major product categories, particularly client devices, software~~in other hardware, including accessories and smartphones, and services. ~~Additionally, eight months~~These increases were partially offset by decreases in netcomm products, enterprise storage and desktops due to the impact of ~~results from Scalar, which was acquired~~the COVID-19 pandemic on ~~February 1, 2019,~~

~~contributed to our Net sales growth.~~customer demand. For additional ~~details,~~information, see Note 1210 (Segment Information) to the accompanying Consolidated Financial Statements.

Corporate segment Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased $528~~2020 decreased $152 million, or ~~10.5%~~4.2%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018. Growth~~2019. On an average daily sales basis, Corporate segment Net sales decreased 4.9%. The decrease was primarily driven by ~~client devices~~netcomm products and ~~software.~~enterprise storage.

Small Business segment Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased $122~~2020 decreased $39 million, or ~~12.2%~~5.4%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018. Growth~~2019. On an average daily sales basis, Small Business segment Net sales decreased 6.1%. The decrease was ~~primarily~~ driven by ~~client devices.~~declines across all major hardware categories.

Public segment Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 increased ~~$531~~$377 million, or ~~11.2%~~11.9%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018. The increase was primarily driven by growth in Government and Healthcare.~~2019. On an average daily sales basis, Public segment Net sales increased 11.0%. Net sales to Government customers increased ~~19.9%~~19.8% on an average daily sales basis primarily driven by ~~client~~notebooks/mobile devices ~~software~~ and ~~enterprise storage. Net sales to Healthcare customers increased 11.2% primarily driven by client devices, software~~the continued delivery on the Census project within other hardware, including accessories and smartphones, and services. Net sales to Education customers increased ~~4.1%~~14.3% on an average daily sales basis, primarily driven by ~~client~~notebooks/mobile devices, partially offset by video, as schools become more enabled for remote learning. Net sales to Healthcare customers decreased 3.3% on an average daily sales basis, primarily driven by desktops and ~~video.~~enterprise storage as hospitals delayed refresh projects, partially offset by notebooks/mobile devices.

Net sales in Other, which is comprised of results from our UK and Canadian operations, for the ~~nine~~six months ended ~~September~~June 30, ~~2019 increased $149~~2020 decreased $19 million, or ~~10.5%~~1.7%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2018. Both~~2019. On an average daily sales basis, Other decreased 2.5%. The UK operations grew in local currency ~~and Canada growth included~~while the ~~incremental~~Canadian operations declined in local currency. Net sales ~~from Scalar.~~for Canadian operations decreased across most major hardware categories. Net sales for UK operations increased primarily driven by notebooks/mobile devices and software, partially offset by enterprise storage. The impact of foreign currency exchange further decreased

Other Net sales ~~growth~~ by approximately ~~560~~250 basis points, primarily due to the unfavorable ~~impact resulting from~~translation of the British pound and Canadian dollar to the US ~~dollar translations.~~dollar.

Gross profit

Gross profit increased ~~$249~~$58 million, or ~~12.4%~~4.0%, to ~~$2,262~~$1,504 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$2,013~~$1,446 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. As a percentage of Net sales, Gross profit margin increased 3040 basis points to ~~16.8%~~17.2% for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Gross profit margin was positively impacted by ~~an increase in the mix of netted down revenues, such as Software as a Service and warranties.~~product margin.

Selling and administrative expenses

Selling and administrative expenses increased ~~$134~~$58 million, or ~~11.9%~~6.3%, to ~~$1,269~~$975 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$1,135~~$917 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. The increase was primarily due to a higher provision for credit losses driven by a $27 million increase in reserves, which predominately reflects the expected economic impact of the COVID-19 pandemic, higher payroll expenses ~~due to higher sales payroll expenses, including sales commissions, which are primarily driven by higher gross profit, the inclusion of Scalar expenses, and performance-based compensation~~ consistent with higher ~~attainment against goals.~~coworker count and higher Gross profit, and COVID-19 related costs.

As a percentage of Net sales, ~~selling~~Selling and administrative expenses increased 1060 basis points to ~~9.4%~~11.2% during the ~~nine~~six months ended ~~September~~June 30, 2020, compared to 10.6% for the six months ended June 30, 2019, ~~from 9.3% in the nine months ended September 30, 2018.~~due to a higher provision for credit losses and higher payroll expenses.

Operating income

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


	Nine Months Ended September 30,												Six Months Ended June 30,
	2019					2018							2020					2019
	Dollars in Millions			Operating Margin		Dollars in Millions			Operating Margin		Percent Change in Operating Income		Dollars in Millions			Operating Margin		Dollars in Millions			Operating Margin		Percent Change in Operating Income
Segments:⁽¹⁾
Corporate	$	430.8		7.8	%	$	388.3		7.8	%	10.9	%	$	250.4		7.2	%	$	291.9		8.1	%	(14.2	)%
Small Business	78.2			7.0		70.0			7.0		11.7		48.3			7.0		51.0			7.0		(5.3	)
Public	373.9			7.1		318.3			6.7		17.5		272.3			7.7		205.5			6.5		32.5
Other⁽²⁾	66.6			4.2		60.7			4.3		9.7		31.2			3.0		44.7			4.2		(30.2	)
Headquarters⁽³⁾	(99.7		)	nm*		(92.9		)	nm*		(7.3	)	(73.0		)	nm*		(63.9		)	nm*		(14.2	)
Total Operating income	$	849.8		6.3	%	$	744.4		6.1	%	14.2	%	$	529.2		6.0	%	$	529.2		6.2	%	—	%

* Not meaningful


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


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


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

Operating income ~~was $850~~remained flat at $529 million for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 primarily due to higher Gross profit dollars, offset by higher payroll expenses and a higher provision for credit losses. Total operating margin percentage decreased 20 basis points to 6.0% for the six months ended June 30, 2020, from 6.2% for the six months ended June 30, 2019 ~~an increase~~primarily due to a higher provision for credit losses, higher payroll expenses as percentage of ~~$105~~Net sales and COVID-19 related costs, partially offset by higher product margin.

Corporate segment Operating income was $250 million for the six months ended June 30, 2020, a decrease of $42 million, or 14.2%, compared to ~~$744~~$292 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Corporate segment Operating income decreased primarily due to lower Gross profit dollars and a higher provision for credit losses. Corporate segment operating margin percentage decreased 90 basis points to 7.2% for the six months ended June 30, 2020, from 8.1% for the six months ended June 30, 2019 primarily due to a higher provision for credit losses, higher payroll expenses as a percentage of Net sales and COVID-19 related costs.

Small Business segment Operating income was $48 million for the six months ended June 30, 2020, a decrease of $3 million, or 5.3%, compared to $51 million for the six months ended June 30, 2019. Small Business segment Operating income decreased

primarily due to a higher provision for credit losses. Small Business segment operating margin percentage remained flat at 7.0% for the six months ended June 30, 2020 and 2019 primarily due to higher product margin, offset by a higher provision for credit losses, higher payroll expenses as a percentage of Net sales and COVID-19 related costs.

Public segment Operating income was $272 million for the six months ended June 30, 2020, an increase of $66 million, or 32.5%, compared to $206 million for the six months ended June 30, 2019. Public segment Operating income increased primarily due to higher gross profit dollars partially offset by higher payroll expenses. Total operating margin percentage increased 20 basis points to 6.3% for the nine months ended September 30, 2019, from 6.1% for the nine months ended September 30, 2018 due to mix into netted down revenues.

~~Corporate segment Operating i~~ncome was $431 million for the nine months ended September 30, 2019, an increase of $43 million, or 10.9%, compared to $388 million for the nine months ended September 30, 2018. Corporate segment Operating income~~increased~~ ~~primarily due to higher gross profit dollars partially offset by higher payroll expenses. Corporate segment operating margin percentage~~ ~~remained flat at 7.8% for the nine months ended September 30, 2019 and 2018.~~

~~Small Business segment Operating income~~ ~~was~~$78 million for the nine months ended September 30, 2019, an increase of $8 million, or 11.7%, compared to $70 million for the nine months ended September 30, 2018. Small Business segment Operating income increased primar~~ily due to higher gross profit dollars partially offset by higher payroll expense. Small Business segment operating margin percentage remained flat at 7.0% for the nine months ended September 30, 2019 and 2018.~~

~~Public segment Operating income w~~as $374 million for the nine months ended September 30, 2019, an increase of $56 million, or 17.5%, compared to $318 million for the nine months ended September 30, 2018. Public segment Operating income~~increased~~ ~~primarily due to higher gross~~Gross profit dollars, partially offset by higher sales payroll ~~expenses.~~expenses and a higher provision for credit losses. Public segment operating margin percentage increased 40120 basis points to ~~7.1%~~7.7% for the ~~nine~~six months ended ~~September~~June 30, 2020, from 6.5% for the six months ended June 30, 2019 ~~from 6.7% for the nine months ended September 30, 2018~~primarily due to a mix into more profitable product ~~margin improvement partially offset by higher~~and service offerings, and lower payroll ~~expenses.~~expenses as a percentage of Net sales.

Other Operating income was~~$67~~ $31 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of $6$14 million, or ~~9.7%~~30.2%, ~~compared~~compared to ~~$61~~$45 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Other Operating income ~~increased~~decreased primarily due to a mix out of more profitable service offerings, higher payroll expenses and a higher provision for credit losses. Other operating margin percentage decreased 120 basis points to 3.0% for the six months ended June 30, 2020, from 4.2% for the six months ended June 30, 2019 primarily due to higher ~~gross profit dollars partially offset by higher~~ payroll expenses ~~which was due to the inclusion~~as a percentage of ~~Scalar expenses,~~Net sales and ~~the unfavorable translation of the British pound and Canadian dollar to US dollar. Other operating margin percentage decreased 10 basis points to 4.2%~~a higher provision for ~~the nine months ended September 30, 2019, from 4.3% for the nine months ended September 30, 2018.~~

~~Interest expense, net~~

Interest expense, net for the nine months ended September 30, 2019 was $121 million, an increase of $9 million compared to $112 million for the nine months ended September 30, 2018. This increase was primarily due to paying an effective interest rate on the term loan in 2019 that exceeded the capped rate in 2018.

~~Other (expense) income, net~~

During the nine months ended September 30, 2019, there was a $16 million net loss on extinguishment of long-term debt. For additional details, see Note 7 (Long-Term Debt) to the accompanying Consolidated Financial Statements.credit losses.

Income tax expense

Income tax expense was ~~$162~~$100 million and $103 million for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~compared to $150 million for the same period of the prior year.~~respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was ~~22.8% and 23.7%~~21.9% for the ~~nine~~six months ended ~~September~~June 30, 2020 and differed from the US federal statutory rate of 21.0% with state and local income taxes being largely offset by excess tax benefits on equity-based compensation. The effective income tax rate for the six months ended June 30, 2019 ~~and 2018, respectively,~~was 22.8% and differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes partially offset by ~~excess tax benefits on equity-based compensation.~~

~~The lower effective tax rate for the nine months ended September 30, 2019 as compared to the same period of the prior year was primarily attributable to higher~~ excess tax benefits on equity-based compensation and a discrete tax benefit related to CDW Canada’s acquisition of Scalar in 2019.

The decrease in the effective tax rate for the six months ended June 30, 2020 as compared to the same period of the prior year was primarily driven by the impact of higher excess tax benefits on equity-based compensation in 2020, partially offset by a discrete tax benefit related to CDW Canada's acquisition of ~~Scalar.~~Scalar in 2019.

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 ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 below.

Non-GAAP operating income

Non-GAAP operating income was ~~$1,026~~$642 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, an increase~~2020, a decrease of ~~$109~~$4 million, or ~~11.9%~~0.5%, compared to ~~$917~~$646 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. As a percentage of Net sales, Non-GAAP operating income was ~~7.6%~~7.3% and 7.5% for the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018.~~respectively.


	Nine Months Ended September 30,						Six Months Ended June 30,
(dollars in millions)	2019			2018			2020			2019
Operating income	$	849.8		$	744.4		$	529.2		$	529.2
Amortization of intangibles⁽¹⁾	133.7			138.6			89.0			89.1
Equity-based compensation	37.7			29.9			14.4			24.9
Scalar acquisition and integration expenses	2.0			—
Other adjustments⁽²⁾	2.9			4.2			9.5			2.5
Non-GAAP operating income	$	1,026.1		$	917.1		$	642.1		$	645.7
Non-GAAP operating income margin	7.6		%	7.5		%	7.3		%	7.5		%


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


(2)	Includes other expenses such as payroll taxes on equity-based ~~compensation.~~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 ~~$673~~$425 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, an increase of ~~$79~~$2 million, or ~~13.4%~~0.5%, compared to ~~$594~~$423 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019.


	Nine Months Ended September 30,															Six Months Ended June 30,
	2019								2018							2020								2019
(in millions)	Income before income taxes		Income tax expense⁽¹⁾			Net income			Income before income taxes		Income tax expense⁽¹⁾			Net income
(dollars in millions)																Income before income taxes		Income tax expense⁽¹⁾			Net income			Income before income taxes		Income tax expense⁽¹⁾			Net income
GAAP (as reported)	$	713.7	$	(162.5	)	$	551.2		$	633.9	$	(150.2	)	$	483.7	$	457.2	$	(100.2	)	$	357.0		$	452.8	$	(103.3	)	$	349.5
Amortization of intangibles⁽²⁾	133.7		(33.8		)	99.9			138.6		(36.0		)	102.6		89.0		(22.2		)	66.8			89.1		(22.5		)	66.6
Equity-based compensation	37.7		(28.7		)	9.0			29.9		(23.8		)	6.1		14.4		(20.0		)	(5.6		)	24.9		(16.8		)	8.1
Net loss on extinguishment of long-term debt	16.1		(4.0		)	12.1			—		—			—
Scalar acquisition and integration expenses⁽³⁾	2.0		(3.4		)	(1.4		)	—		—			—
Other adjustments⁽⁴⁾	2.9		(0.7		)	2.2			4.2		(3.0		)	1.2
Other adjustments⁽³⁾																9.5		(2.4		)	7.1			2.5		(3.6		)	(1.1		)
Non-GAAP	$	906.1	$	(233.1	)	$	673.0		$	806.6	$	(213.0	)	$	593.6	$	570.1	$	(144.8	)	$	425.3		$	569.3	$	(146.2	)	$	423.1


(1)	Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based ~~compensation and the impact of GILTI due to equity-based compensation and amortization of intangibles.~~compensation.


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


(3)	Includes ~~a $3 million discrete tax benefit related to CDW Canada's acquisition of Scalar.~~


~~(4)~~	~~Includes~~ other expenses such as payroll taxes on equity-based ~~compensation.~~compensation, expenses related to the relocation of the downtown Chicago office, and acquisition and integration expenses.

Net sales growth on a constant currency basis

Net sales increased ~~$1,330~~$167 million, or ~~10.9%~~1.9%, to ~~$13,495~~$8,755 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$12,166~~$8,588 million for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Net sales on a constant currency basis, which excludes the impact of foreign currency translation, increased ~~$1,399~~$194 million, or ~~11.6%~~2.3%.


	Nine Months Ended September 30,							Six Months Ended June 30,
(dollars in millions)	2019		2018			% Change		2020		2019			% Change		Average Daily % Change⁽¹⁾
Net sales, as reported	$	13,495.5	$	12,165.7		10.9	%	$	8,754.9	$	8,587.8		1.9	%	1.1	%
Foreign currency translation⁽²⁾	—		(68.9		)			—		(26.8		)
Net sales, on a constant currency basis	$	13,495.5	$	12,096.8		11.6	%	$	8,754.9	$	8,561.0		2.3	%	1.5	%


(1)	There were ~~191~~128 and 127 selling days for ~~both~~ the ~~nine~~six months ended ~~September~~June 30, 2020 and 2019, ~~and 2018.~~respectively.


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

Seasonality

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

Liquidity and Capital Resources

Overview

We finance our operations and capital expenditures with internally generated cash from ~~operations.~~operations and borrowings under our revolving credit facility. As of ~~September~~June 30, ~~2019,~~2020, we ~~also have $1.1~~had $1.0 billion of availability for borrowings under our senior secured asset-based revolving credit facility and an

additional £50 million ($~~61 million at September 30, 2019)~~62 million) under the CDW UK revolving credit facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes investment for future growth,

dividend payments, acquisitions and share repurchases. During 2020, we bolstered our liquidity position by completing a $600 million debt offering with the proceeds to be used for general corporate purposes. We also took additional measures to enhance our liquidity by suspending share repurchases and implementing various other cost savings initiatives. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, ~~and~~ general economic ~~conditions.~~conditions and working capital management, including accounts receivable.

Long-Term Debt and Financing Arrangements

On ~~September 26, 2019,~~April 21, 2020, we ~~refinanced our 2023 Senior Notes through~~completed the issuance of ~~2028~~$600 million aggregate principal amount of 4.125% Senior Notes. For additional details, see Note 7 (Long-Term Debt) to the accompanying Consolidated Financial Statements. On October 11, 2019, we extended the maturity date of the Term Loan from August 2023 to October 2026.Notes due 2025 at par.

As of ~~September~~June 30, ~~2019,~~2020, we had total indebtedness of ~~$3.3~~$3.9 billion, of which $1.5 billion was secured indebtedness. At ~~September~~June 30, ~~2019,~~2020, we were in compliance with the covenants under our various credit agreements and indentures.

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

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due. For additional ~~details,~~information, see Note 43 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.

Share Repurchase Program

During ~~the nine months ended September 30, 2019,~~2020, we repurchased ~~4.8~~1.1 million shares of our common stock for ~~$493~~$141 million under the previously announced share repurchase program. In March 2020, we elected to suspend share repurchases as a precautionary measure in light of the COVID-19 pandemic. We have not made any further share repurchases since this announcement. For additional ~~details~~information on our share repurchase program, see ~~Part~~"Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds."

Dividends

A summary of ~~2019~~2020 dividend activity for our common stock is as follows:



Dividend Amount	Declaration Date	Record Date	Payment Date
$~~0.295~~0.380	February ~~7, 2019~~6, 2020	February 25, ~~2019~~2020	March ~~12, 2019~~10, 2020
$~~0.295~~0.380	May ~~1, 2019~~6, 2020	May ~~24, 2019~~25, 2020	June ~~11, 2019~~
~~$0.295~~	~~July 31, 2019~~	~~August 26, 2019~~	~~September~~ 10, ~~2019~~2020

On ~~October 31, 2019,~~August 5, 2020, we announced that our Board of Directors declared a quarterly cash dividend of $0.380 per common share. The dividend will be paid on ~~December~~September 10, ~~2019~~2020 to all stockholders of record as of the close of business on ~~November~~August 25, ~~2019.~~2020.

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

Coronavirus Aid, Relief, and Economic Security Act

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

Cash Flows

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


	Nine Months Ended September 30,						Six Months Ended June 30,
(in millions)	2019			2018
(dollars in millions)							2020			2019
Net cash provided by (used in):
Operating activities	$	682.3		$	602.3		$	515.8		$	414.5
Investing activities	(150.0		)	(53.4		)	(100.0		)	(118.9		)
Net change in accounts payable-inventory financing	(17.4		)	(90.1		)	52.3			36.3
Other financing activities	(551.1		)	(345.2		)	342.0			(341.5		)
Financing activities	(568.5		)	(435.3		)	394.3			(305.2		)
Effect of exchange rate changes on cash and cash equivalents	(2.7		)	(2.7		)	(5.7		)	(1.7		)
Net (decrease) increase in cash and cash equivalents	$	(38.9	)	$	110.9
Net increase (decrease) in cash and cash equivalents							$	804.4		$	(11.3	)

Operating Activities

Cash flows from operating activities are as follows:


	Nine Months Ended September 30,									Six Months Ended June 30,
(in millions)	2019			2018			Change
(dollars in millions)										2020			2019			Change
Net income	$	551.2		$	483.7		$	67.5		$	357.0		$	349.5		$	7.5
Adjustments for the impact of non-cash items⁽¹⁾	226.9			198.1			28.8			272.2			138.1			134.1
Net income adjusted for the impact of non-cash items⁽²⁾	778.1			681.8			96.3			629.2			487.6			141.6
Changes in assets and liabilities:
Accounts receivable⁽³⁾	(171.8		)	(334.3		)	162.5			(80.4		)	(230.1		)	149.7
Merchandise inventory⁽⁴⁾	(151.1		)	(72.1		)	(79.0		)	(89.3		)	(197.3		)	108.0
Accounts payable-trade⁽⁵⁾	264.0			300.6			(36.6		)	(2.1		)	414.9			(417.0		)
Other⁽⁶⁾	(36.9		)	26.3			(63.2		)	58.4			(60.6		)	119.0
Net cash provided by operating activities	$	682.3		$	602.3		$	80.0		$	515.8		$	414.5		$	101.3


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


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


(3)	The change is primarily due to ~~favorable timing of collections.~~lower sales volume in the second quarter compared to 2019.


(4)	The change is primarily due to ~~higher customer-driven stocking positions.~~lower growth in inventory balances during the first half of 2020 compared to 2019.


(5)	The change is primarily due to ~~timing of payments, partially offset by increased~~lower sales volume in the second quarter compared to 2019.


(6)	The change is ~~due to a higher increase in the~~driven by improved collection performance and lower balance of our receivables from ~~vendors due to the growth in business and a lower increase in accrued compensation expense.~~vendors.

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~~accounts receivable ~~and certain receivables due from vendors~~ plus days of supply in ~~Merchandise~~ inventory minus days of purchases outstanding in ~~Accounts~~accounts payable, ~~and Accounts payable-inventory financing,~~ based on a rolling three-month average. Components of our cash conversion cycle are as follows:

September 30,
(in days) 2019 2018
Days of sales outstanding ("DSO")⁽¹⁾
56
55
Days of supply in inventory ("DIO")⁽²⁾
13
12
Days of purchases outstanding ("DPO")⁽³⁾
(52 ) (49 )
Cash conversion cycle 17
18



	June 30,
(in days)	2020		2019
Days of sales outstanding (DSO)⁽¹⁾	59		52
Days of supply in inventory (DIO)⁽²⁾	18		14
Days of purchases outstanding (DPO)⁽³⁾	(52	)	(50	)
Cash conversion cycle	25		16


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


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


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

The cash conversion cycle ~~decreased~~increased to 1725 days at ~~September~~June 30, ~~2019,~~2020, compared to 1816 days at ~~September~~June 30, ~~2018.~~2019. DSO, DIO and DPO increased ~~1 day, 1 day~~7 days, 4 days and 32 days, respectively, compared to ~~September~~June 30, ~~2018.~~2019. The increase in DSO was primarily driven by higher ~~Net sales~~receivable balances due to the current economic environment and greater impact of third-party services, such as ~~Software~~software as a ~~Service~~service and warranties. These sales have an unfavorable impact on DSO as the receivable is recognized on the Consolidated Balance Sheets on a gross basis while the corresponding sales amount in the Consolidated Statement of Operations is recorded on a net basis. This was partially offset by favorable timing of collections. Higher Net sales and third-party services also ~~result~~drove DPO higher. The increase in ~~a favorable impact on DPO as~~DIO was driven by higher inventory levels during the ~~payable is recognized on the Consolidated Balance Sheets without a corresponding Cost of sales in the Statement of Operations because the cost paid~~second quarter compared to ~~the vendor or third-party service provider is recorded as a reduction to Net sales. Additionally, DIO increased due to higher customer-driven stocking positions.~~2019.

Investing Activities

Net cash used in investing activities ~~increased $97~~decreased $19 million in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018. The increase~~2019. This decrease was primarily due to the ~~completion of our~~ acquisition of Scalar ~~on February 1,~~in 2019, ~~for $75 million. Additionally,~~partially offset by increased Capital expenditures ~~increased $22~~of $56 million primarily due to ~~investments~~purchases of devices for ~~improvements to our information technology systems.~~the Census project.

Financing Activities

Net cash ~~used in~~provided by financing activities increased ~~$133~~$700 million in the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 compared to ~~September~~June 30, ~~2018.~~2019. The increase was primarily driven by ~~our~~the $600 million debt offering completed in April and lower share repurchases, ~~and increasing dividends per share during the nine months ended September 30, 2019, which were~~ partially offset by ~~refinancing of our 2023 Senior Notes through the issuance of 2028 Senior Notes, further leveraging of our inventory financing arrangements and~~decreased borrowings under our revolving credit facilities. For additional ~~details~~information regarding ~~our~~the inventory financing agreements and debt activities, see Note 73 (Inventory Financing Agreements) and Note 6 (Long-Term Debt) to the accompanying Consolidated Financial Statements.

Contractual Obligations

Except as disclosed above under "Long-Term Debt and Financing Arrangements," there have been no material changes to our contractual obligations from those reported in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Off-Balance Sheet Arrangements

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

Issuers and Guarantors of Debt Securities

On March 2, 2020, the SEC adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. Although the disclosures required by the amendments do not become mandatory until January 4, 2021, voluntary early compliance is permitted. We have elected to voluntarily comply beginning with the quarterly period ended March 31, 2020.

Each series of our outstanding unsecured senior notes (the "Notes") are issued by CDW LLC and CDW Finance Corporation (the "Issuers") and are guaranteed by CDW Corporation ("Parent") and each of CDW LLC's direct and indirect, 100% owned, domestic

subsidiaries (the "Guarantor Subsidiaries" and, together with Parent, the "Guarantors"). All guarantees by Parent and the Guarantors are joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries are subject to certain customary release provisions contained in the indentures governing the Notes.

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

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

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

The following tables set forth Balance Sheet information as of June 30, 2020 and December 31, 2019, and Statement of Operations information for the six months ended June 30, 2020 and for the year ended December 31, 2019. The financial information includes 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)	June 30, 2020		December 31, 2019
Current assets	$	4,588.3	$	3,601.6
Goodwill	2,205.6		2,206.1
Other assets	766.2		903.1
Total Non-current assets	2,971.8		3,109.2
Current liabilities	3,087.5		2,975.3
Long-term debt	3,815.5		3,229.5
Other liabilities	185.5		188.3
Total Long-term liabilities	4,001.0		3,417.8

Statement of Operations Information



(dollars in millions)	Six Months Ended June 30, 2020		Year Ended December 31, 2019
Net sales	$	7,709.5	$	15,874.1
Gross profit	1,331.1		2,666.8
Operating income	497.9		1,032.1
Net income	329.2		656.7

Commitments and Contingencies

The information set forth in Note 119 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.

Critical Accounting Policies and Estimates

We estimate an allowance for credit losses related to accounts receivable for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. The allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions, as well as changes in forecasted macroeconomic conditions, such as changes in unemployment rate or gross domestic product growth. We have typically experienced a higher loss experience with our customers in the pools associated with our Corporate, Small Business and Other segments, as compared to the pools associated with our Public segment. During the six months ended June 30, 2020, we recognized an allowance to reflect the forecasted credit deterioration due to the COVID-19 pandemic, which considered the customer makeup of our pools, 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 our Corporate, Small Business and Other segments, the majority of the additional allowance relates to these segments. As the overall impact and duration of the COVID-19 pandemic remains uncertain, our estimates and assumptions may evolve as conditions change.

Our other critical accounting policies have not changed from those reported in ~~Item 7 "Management's~~"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

Recent Accounting Pronouncements

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

Forward-Looking Statements

This report contains ~~forward-looking statements~~"forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical fact ~~included in this report~~ 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," ~~"believe,~~"assume," ~~"could,~~"believe," "estimate," "expect," "goal," "intend," ~~"may,~~"plan," ~~"plan,~~"potential," "predict," "project," ~~"should," "will"~~"target" and similar terms and phrases ~~including references to assumptions.~~or future or conditional verbs such as "could," "may," "should," "will," and "would." However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and other expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those that we expected.

Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and from time to time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission ("SEC") filings. These factors include, among others, the COVID-19 pandemic and actions taken in response thereto and the associated impact on our business, results of operations, cash flows, financial condition and liquidity; global and regional economic and political conditions; decreases in spending on technology products and services; CDW's relationships with vendor partners and ~~availability~~terms of their ~~products;~~agreements; continued innovations in hardware, software and services offerings by CDW's vendor partners; substantial competition that could reduce CDW's market share; potential interruptions of the flow of products from suppliers; CDW's ~~substantial~~level of indebtedness and ability to generate sufficient cash to service such indebtedness; restrictions imposed by agreements relating to CDW's indebtedness on its operations and liquidity; changes in, or the discontinuation of, CDW's share repurchase program or dividend payments; the continuing development, maintenance and operation of CDW's information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to comply with Public segment contracts or applicable laws and regulations; potential failures to provide high-quality services to CDW's customers; potential losses of any key personnel; potential ~~interruptions of the flow of products from suppliers; potential~~ adverse occurrences at one of CDW's primary facilities or customer data centers; increases in the cost of commercial delivery services or disruptions of those services; CDW's exposure to accounts receivable and inventory risks; ~~fluctuations in foreign currency;~~ future acquisitions or alliances; fluctuations in CDW's operating results; fluctuations in foreign currency; current and future legal proceedings and audits; changes in laws, including regulations or interpretations thereof; and other risk factors or uncertainties identified from time to time in CDW's filings with the SEC. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in the section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and elsewhere in this report as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not ~~contain~~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.~~hereof or, with respect to any documents incorporated by reference, available at the time such document was prepared or filed with the SEC. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures of Market Risks" in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. As of ~~September~~June 30, ~~2019,~~2020, there have been no material changes in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in

the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the three months ended ~~September~~June 30, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our coworkers are working remotely for their health and safety during the COVID-19 pandemic. We are continually monitoring and assessing the potential impact of COVID-19 on our internal controls to minimize the impact on their design and operating effectiveness.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 119 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in ~~Part~~"Part I, Item ~~1 "Financial~~1. Financial Statements", of this report is incorporated herein by reference.

Item 1A. Risk Factors

~~See "Risk Factors"~~The disclosure below modifies the risk factors previously disclosed in ~~the Company's~~our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2018.~~2019. These risks and uncertainties, along with those previously disclosed, may cause our business prospects, results of operations and cash flows in future periods to differ materially from those currently expected or desired. Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations and cash flows.

Risks Related to Our Business

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

The global spread of COVID-19 continues to create significant macroeconomic uncertainty, volatility and disruption. Many governments and health authorities have implemented recommendations or mandates intended to stop or slow the further spread of the disease, such as shelter-in-place orders, resulting in the temporary closure of schools and non-essential businesses, 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 customers, such as product constraints from our vendor partners and wholesale distributors and other disruptions to our supply chain, disruptions in or restrictions on the ability of our coworkers to work effectively, temporary closures of our distribution facilities and disruptions of commercial delivery services. The impact of COVID-19 and measures implemented to slow the spread have and could continue to cause delay in, or limit the ability of, our customers to make timely payments to us and could increase our costs. In addition, the pandemic has resulted in a widespread health crisis that is adversely affecting the economies and financial markets of many countries, including the US, the UK and Canada. During the COVID-19 pandemic and even after it has subsided, we may experience adverse impacts to our business as a result of the pandemic’s global economic impact, including any recession, economic downturn 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 could adversely impact our business, results of operations, cash flows, financial condition and liquidity. Net sales during the second quarter of 2020 decreased as compared to the second quarter of 2019 across all major hardware categories due to the impact of the COVID-19 pandemic on customer demand, in particular with respect to 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 economic conditions. 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, actions taken to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. To the extent the COVID-19 pandemic adversely affects our business, results of operations, cash flows, financial condition and liquidity, it may also have the effect of heightening many of the other risks described in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, such as those relating to spending on technology products and services by our public sector customers, our level of indebtedness, our need to generate sufficient cash to service our indebtedness, restrictive covenants contained in the agreements that govern our indebtedness limiting our ability to incur additional debt, pay dividends or repurchase capital stock, fluctuations in our operating results and volatility of our common stock price.

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

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

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

In March 2020, the Company elected to suspend share repurchases as a precautionary measure in light of the COVID-19 pandemic. During the three months ended ~~September~~June 30, ~~2019 is as follows:~~2020, there were no share repurchases.

Period Total Number of Shares Purchased (in millions) Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (in millions)
Maximum Dollar Value of Shares that May Yet be Purchased Under the Program⁽¹⁾
(in millions)
July 1 through July 31, 2019 0.5
$ 113.12
0.5
$ 946.4
August 1 through August 31, 2019 0.5
$ 112.96
0.5
$ 884.6
September 1 through September 30, 2019 0.4
$ 117.72
0.4
$ 842.3
Total 1.4
1.4

~~(1)~~

The amounts presented in this column are the remaining total authorized value to be spent after each month's repurchases. On August 3, 2017, the Company announced that its Board of Directors authorized a $750 million increase to the share repurchase program under which the Company may repurchase shares of its common stock in the open market through privately negotiated or other transactions, depending on share price, market conditions and other factors. On February 7, 2019, the Company announced that its Board of Directors authorized a $1.0 billion increase to the share repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit		Description

~~4.1~~10.1**		~~Supplemental Indenture, dated~~CDW Corporation Senior Management Incentive Plan, as ~~of September 26, 2019, by~~Amended and ~~among the Co-Issuers, the Company, the Guarantors and the Trustee, previously filed as Exhibit 4.2 with the Company’s Current Report on Form 8-K filed on September 26, 2019.~~Restated effective January 1, 2020.

~~4.2~~22.1*		~~Form~~List of ~~4.250% Senior Note (included as Exhibit A to Exhibit 4.1).~~

10.1*		~~Third Amendment to Amended~~Issuer 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.Guarantor Subsidiaries.

31.1*		Certification of Chief Executive Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.

31.2*		Certification of Chief Financial Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934.

32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350.

32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350.

101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

________________


*	Filed herewith


**	These items are furnished and not filed.

SIGNATURES

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




		CDW CORPORATION

Date:	~~October 31, 2019~~August 5, 2020	By:	/s/ Collin B. Kebo
			Collin B. Kebo
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

5443



(in millions)	Acquisition-Date Fair Value
Net assets acquired	$	5.7
Identified intangible assets⁽¹⁾	20.3
Goodwill⁽²⁾	62.0
Total purchase price	$	88.0



				September 30, 2019		December 31, 2018
Notional Value (in millions)		Effective Date	Maturity Date	Fair Value (in millions)		Fair Value (in millions)
$	1,400.0	December 31, 2018	December 31, 2020	$	0.1	$	10.6
1,400.0		December 31, 2020	December 31, 2022	1.0		1.5
				$	1.1	$	12.1



(in millions)	Classification on the Consolidated Balance Sheets	September 30, 2019
Assets
	Operating lease right-of-use assets	$	84.2

Liabilities
Current	Accrued expenses and other current liabilities - Other	$	30.6
Long-term	Long-term operating lease liabilities	81.7
Total lease liabilities		$	112.3

Lease term and discount rate		September 30, 2019
Weighted average remaining lease term (years)		5.8
Weighted average discount rate		4.53		%



(in millions)	September 30, 2019
Remainder of 2019	$	8.2
2020	31.5
2021	22.2
2022	15.0
2023	11.7
Thereafter	38.3
Total lease payments	$	126.9
Less: Interest	(14.6		)
Present value of lease liabilities	$	112.3



(in millions)	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	79.5
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	56.0

Condensed Consolidating Balance Sheet

September 30, 2019
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	124.1	$	—	$	78.5	$	—	$	(35.7	)	$	166.9
Accounts receivable, net	—		—		2,539.1		360.4		—		—			2,899.5
Merchandise inventory	—		—		525.2		78.4		—		—			603.6
Miscellaneous receivables	—		103.1		300.6		28.5		—		—			432.2
Prepaid expenses and other	—		22.2		122.6		48.3		—		—			193.1
Total current assets	—		249.4		3,487.5		594.1		—		(35.7		)	4,295.3
Operating lease right-of-use assets	—		23.2		33.1		27.9		—		—			84.2
Property and equipment, net	—		75.8		68.4		26.9		—		—			171.1
Goodwill	—		751.8		1,437.9		326.2		—		—			2,515.9
Other intangible assets, net	—		243.1		206.2		166.8		—		—			616.1
Other assets	1.0		27.0		2.4		172.1		—		(182.0		)	20.5
Investment in and advances to subsidiaries	934.1		3,189.6		—		—		—		(4,123.7		)	—
Total Assets	$	935.1	$	4,559.9	$	5,235.5	$	1,314.0	$	—	$	(4,341.4	)	$	7,703.1
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable-trade	$	—	$	26.2	$	1,701.9	$	207.6	$	—	$	(35.7	)	$	1,900.0
Accounts payable-inventory financing	—		0.1		382.0		29.6		—		—			411.7
Current maturities of long-term debt	—		14.9		4.2		6.3		—		—			25.4
Contract liabilities	—		—		127.1		85.0		—		—			212.1
Accrued expenses and other current liabilities	—		256.0		352.0		83.8		—		—			691.8
Total current liabilities	—		297.2		2,567.2		412.3		—		(35.7		)	3,241.0
Long-term liabilities:
Debt	—		3,209.1		—		49.9		—		—			3,259.0
Deferred income taxes	—		51.7		32.0		28.7		—		(1.1		)	111.3
Operating lease liabilities	—		33.0		25.2		23.5		—		—			81.7
Other liabilities	—		34.8		0.9		220.2		—		(180.9		)	75.0
Total long-term liabilities	—		3,328.6		58.1		322.3		—		(182.0		)	3,527.0
Total stockholders' equity	935.1		934.1		2,610.2		579.4		—		(4,123.7		)	935.1
Total Liabilities and Stockholders' Equity	$	935.1	$	4,559.9	$	5,235.5	$	1,314.0	$	—	$	(4,341.4	)	$	7,703.1

Consolidating Statement of Operations

Three Months Ended September 30, 2019
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	4,400.6		$	507.1		$	—	$	—		$	4,907.7
Cost of sales	—			—			3,671.5			419.7			—		—			4,091.2
Gross profit	—			—			729.1			87.4			—		—			816.5
Selling and administrative expenses	—			35.8			347.4			61.7			—		—			444.9
Advertising expense	—			—			47.2			3.8			—		—			51.0
Operating income (loss)	—			(35.8		)	334.5			21.9			—		—			320.6
Interest (expense) income, net	—			(42.0		)	0.1			(0.4		)	—		—			(42.3		)
Other income, net	—			(16.1		)	—			(1.3		)	—		—			(17.4		)
Income (loss) before income taxes	—			(93.9		)	334.6			20.2			—		—			260.9
Income tax (expense) benefit	(0.1		)	30.3			(87.9		)	(1.5		)	—		—			(59.2		)
Income (loss) before equity in earnings of subsidiaries	(0.1		)	(63.6		)	246.7			18.7			—		—			201.7
Equity in earnings of subsidiaries	201.8			265.4			—			—			—		(467.2		)	—
Net income	$	201.7		$	201.8		$	246.7		$	18.7		$	—	$	(467.2	)	$	201.7



	September 30,
(in days)	2019		2018
Days of sales outstanding ("DSO")⁽¹⁾	56		55
Days of supply in inventory ("DIO")⁽²⁾	13		12
Days of purchases outstanding ("DPO")⁽³⁾	(52	)	(49	)
Cash conversion cycle	17		18



Period	Total Number of Shares Purchased (in millions)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (in millions)	Maximum Dollar Value of Shares that May Yet be Purchased Under the Program⁽¹⁾ (in millions)
July 1 through July 31, 2019	0.5	$	113.12	0.5	$	946.4
August 1 through August 31, 2019	0.5	$	112.96	0.5	$	884.6
September 1 through September 30, 2019	0.4	$	117.72	0.4	$	842.3
Total	1.4			1.4