10-K – 2026-02-20 – cdw-20251231.htm

Overview
We finance our operations and capital expenditures with cash from operations and borrowings under our variable rate senior unsecured revolving loan facility (the “Revolving Loan Facility”). As of December 31, 2025, we had $1.9 billion of availability for borrowings under our Revolving Loan Facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the nece ssary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll, and general expenses. We also take into consideration our overall capital allocation strategy, which includes dividend payments, assessment of debt levels, acquisitions, and share repurchases. We believe we have adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our av ailable sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions, and working capital management.
Our material contractual obligations consist of debt and related interest payments and operating leases. For additional information regarding future maturities of debt and operating leases, see Note 8 (Debt) and Note 11 (Leases), respectively, to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.
Long-Term Debt and Financing Arrangements
During the second quarter of 2025, we repaid the $211 million remaining aggregate principal amount of the 4.125% Senior Notes due 2025 at maturity.
In December 2025, we entered into a new credit agreement consisting of a five‑year $2.25 billion senior unsecured revolving loan facility (the “Revolving Loan Facility”) and a five‑year $634.5 million senior unsecured term loan facility (the “Term Loan Facility”). The Revolving Loan Facility replaced our previous senior unsecured revolving loan facility and increased the borrowing capacity available to us by $650 million. The Term Loan Facility replaces the previous senior unsecured term loan facility, and the principal amount of the term loan remains unchanged.
As of December 31, 2025, we had total unsecured indebtedness of $5.6 billion, and we were in compliance with the covenants under our credit agreements and indentures.
We may from time to time repurchase one or more series of our outstanding unsecured senior notes, depending on market conditions, contractual commitments, our capital needs, and other factors. Repurchases of our senior notes may be made by open market or privately negotiated transactions and may be pursuant to Rule 10b5-1 plans or otherwise.
For additional information regarding our debt and refinancing activities, see Note 8 (Debt) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.
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 to enhance working capital. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense or other incremental expenses associated with these agreements as balances are paid when they are due. For additional information, see Note 7 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.
Share Repurchase Program
During 2025, we repurchased 4.0 million shares of our common stock for $653 million under the previously announced share repurchase program. For additional information about our share repurchase program, refer to Note 12 (Stockholders’ Equity) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.
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Dividends
A summary of 2025 dividend activity for our common stock is as follows:

Dividend Amount Declaration Date Record Date  Payment Date
$ 0.625  February 4, 2025 February 25, 2025 March 11, 2025
0.625  May 6, 2025 May 26, 2025 June 10, 2025
0.625  August 5, 2025 August 25, 2025 September 10, 2025
0.630  November 3, 2025 November 25, 2025 December 10, 2025
$ 2.505 

O n February 4, 2026, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.630 per share. The dividend will be paid on March 10, 2026, to all stockholders of record as of the close of business on February 25, 2026.
The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions (including in current or future agreements governing our indebtedness), restrictions imposed by applicable law, tax considerations, and other factors that our Board of Directors deems relevant.

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

Year Ended December 31,
(dollars in millions) 2025 2024
Net cash provided by operating activities $ 1,205.2  $ 1,277.3 
Net cash provided by (used in) investing activities 70.2  (659.2)
Net cash used in financing activities (1,184.5) (686.9)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 20.3  (12.2)
Net increase (decrease) in cash, cash equivalents, and restricted cash $ 111.2  $ (81.0)

Operating Activities
Cash flows from operating activities are as follows:

Year Ended December 31,
(dollars in millions) 2025 2024 Change
Net income $ 1,066.6  $ 1,077.8  $ (11.2)
Adjustments for the impact of non-cash items (1)
424.9  362.2  62.7 
Net income adjusted for the impact of non-cash items 1,491.5  1,440.0  51.5 
Changes in assets and liabilities:
Accounts receivable (1,166.5) (559.4) (607.1)
Merchandise inventory 48.2  61.1  (12.9)
Accounts payable-trade 815.4  443.8  371.6 
Other assets and liabilities 16.6  (108.2) 124.8 
Net cash provided by operating activities $ 1,205.2  $ 1,277.3  $ (72.1)

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

Net cash provided by operating activities decreased $72 million in 2025 compared to 2024. This decrease was primarily attributable to Accounts receivable, partially offset by Accounts payable-trade. The decrease from Accounts receivable and the increase from Accounts payable-trade was primarily due to higher sales activity in 2025 and timing of collections and payments.
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In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding (DSO) in accounts receivable plus days of supply in inventory (DIO) minus days of purchases outstanding (DPO) in accounts payable, based on a rolling three-month average. Netted down revenue results in an increase to both DSO and DPO as the corresponding receivables and payables reflect the gross amounts due from customers and due to vendors while the corresponding sales and cost of sales are reflected on a net basis within Net sales. Additionally, as customers continue to shift to multi-year software purchases, unbilled receivables and DSO are expected to continue to increase. This customer shift in purchasing is also expected to increase accounts payable and DPO, as the timing of vendor payments aligns with customer collections. Components of our cash conversion cycle are as follows:

December 31,
(in days) 2025 2024
Days of sales outstanding (DSO) (1)
95  84 
Days of supply in inventory (DIO) (2)
11  13 
Days of purchases outstanding (DPO) (3)
(90) (79)
Cash conversion cycle 16  18 

(1) Represents the rolling three-month average of the balance of the current portion of Accounts receivable, net at the end of the period, divided by average daily Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.
(2) Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average daily Cost of sales for the same three-month period.
(3) Represents the rolling three-month average of the combined balance of the current portion of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average daily Cost of sales for the same three-month period.
The cash conversion cycle decreased to 16 days at December 31, 2025, compared to 18 days at December 31, 2024. The improvement was primarily due to DIO, which declined by 2 days as a result of lower average stocking positions. DSO and DPO both increased due to an increase in netted down revenue and multi-year transactions.

Investing Activities
Net cash provided by investing activities increased $729 million for the year ended December 31, 2025 compared to December 31, 2024. This increase was primarily driven by 2024 cash outflows to acquire Mission Cloud Services, Inc. and the purchase of short-term investments, compared to the 2025 cash inflow due to maturity of the short-term investments.

Financing Activities
Net cash used in financing activities increased $498 million for the year ended December 31, 2025 compared to December 31, 2024. This increase was primarily driven by long-term debt issuance in 2024, repayment of long-term debt in 2025, and higher share repurchases in 2025. These increases were partially offset by extinguishment of long-term debt in 2024. For additional information regarding the inventory financing and debt, see Note 7 (Inventory Financing Agreements) and Note 8 (Debt) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, or liquidity.

Issuers and Guarantors of Debt Securities
Each series of our outstanding unsecured senior notes (collectively, the “Notes”) are issued by CDW LLC and CDW Finance Corporation (the “Issuers”) and are guaranteed by Parent (the “Guarantor”). In 2025, all guarantees by CDW LLC’s direct and indirect, 100% owned domestic subsidiaries were released pursuant to the customary release provisions in the applicable indentures; as a result, Parent is now the sole remaining guarantor of the Notes. All guarantees by Parent are joint and several, and full and unconditional.
The Notes and the related guarantees are the Issuers’ and the Guarantor’s senior unsecured obligations and are:
• structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries and
• rank equal in right of payment with all of the Issuers’ and the Guarantor’s existing and future unsecured senior debt.
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Given that Parent, the sole Guarantor of the notes, is a holding company that does not conduct business operations of its own and depends on cash dividends, distributions, and other transfers from its subsidiaries to meet its obligations, we concluded that providing summarized financial information of the Issuers and Guarantor on an unconsolidated basis, excluding the non-guarantor subsidiaries, would not provide meaningful information to investors.

Commitments and Contingencies
The information set forth in Note 16 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.

Critical Accounting Policies and 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, liabilities, revenues, and expenses, as well as related disclosure of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances and in accordance with GAAP. Historically, we have not made significant changes to the methods for determining these estimates as our actual results have not differed materially from our estimates. We do not believe it is reasonably likely that the estimates and related assumptions will change materially in the foreseeable future; however, actual results could differ from those estimates under different assumptions, judgments, or conditions.
Critical accounting policies and estimates are those that are most important to the portrayal of our financial condition and results of operations, and which require us to make our most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and estimates addressed below. For additional information related to significant accounting policies used in the preparation of our Consolidated Financial Statements, see Note 1 (Description of Business and Summary of Significant Accounting Policies) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.
Revenue Recognition
We sell some of our products and services as part of bundled contract arrangements containing multiple performance obligations, which may include a combination of different products and services. Significant judgment may be required when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together.
For contracts consisting of multiple performance obligations, the total transaction price is allocated to each performance obligation based upon its standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. For certain types of performance obligations, we use a combination of methods to estimate the standalone selling price based on recent transactions. When evidence from recent transactions is not available to confirm that the prices are representative of the standalone selling price, an expected cost plus margin approach is used.
Additional judgment is required in determining whether we are the principal, and report revenues on a gross basis, or agent, and report revenues on a net basis. For each identified performance obligation in a transaction, we evaluate the facts and circumstances present to determine whether or not we control the specified good or service prior to transfer to the customer. This evaluation includes, but is not limited to, assessing indicators such as whether: (i) we are primarily responsible for fulfilling the promise to provide the specified goods or service, (ii) we have inventory risk before the specified good or service has been transferred to a customer, and (iii) we have discretion in establishing the price for the specified good or service. When the evaluation indicates we control the specified good or service prior to transfer to the customer, we are acting as a principal. When the evaluation indicates we do not control the specified good or service prior transfer to the customer, we are acting as an agent.
The nature of our contracts give rise to variable consideration, primarily in the form of volume rebates and sales returns and allowances. We estimate variable consideration at the most likely amount to which we expect to be entitled. The estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of our anticipated performance and all information that is reasonably available.
We recognize revenue from performance obligations when, or as, the customer obtains control over the specified good or service. That is, when the customer has the ability to direct the use of and obtain substantially all of the benefits from the good or service. For the sale of hardware, this is generally upon delivery to the customer. As a result, we perform an analysis to estimate the amount of Net sales in-transit at the end of the period and adjust revenue and the related costs to reflect only what has been delivered to the customer. This analysis requires judgment whereby we perform an analysis of the estimated number
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of days of sales in-transit to customers at the end of each reporting period based on a weighted-average analysis of commercial delivery terms that include drop-shipment arrangements. Changes in delivery patterns may result in a different number of business days estimated to make this adjustment. For the sale of professional services, we recognize the revenue over time given that our customers simultaneously receive and consume the benefits from these services as they are performed. Depending on the arrangement, revenues from fixed fee contracts on professional services are recognized using an input method, which requires management to make estimates regarding the amount of resources required for each engagement in order to satisfy the performance obligation.
Goodwill
Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is subject to periodic testing for impairment at the reporting unit level on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset may be impaired. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
We may elect to utilize a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. As part of our qualitative assessment, judgment is required in weighing the effect of various positive and negative factors that may affect the fair value. We consider various factors, including the excess of fair value over carrying value from the last quantitative test, macroeconomic conditions, industry and market considerations, the projected financial performance, and actual financial performance compared to prior year projected financial performance.
If we elect to bypass the qualitative assessment, or if indicators of impairment exist, a quantitative impairment test is performed. As part of the quantitative assessment, application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, and determination of the fair value of each reporting unit. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of our fair value in an orderly transaction between market participants. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, determination of our weighted average cost of capital, future market conditions, and profitability of future business strategies. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. However, since our last quantitative analysis, our past estimates of fair value would not have indicated an impairment when revised to include subsequent years’ actual results.
We completed our annual impairment analysis during the fourth quarter of 2025. We performed a qualitative analysis for all reporting units and concluded that it was more likely than not that the fair values of all reporting units exceeded their respective carrying values and, therefore, did not result in an impairment. The last quantitative analysis was performed in the fourth quarter of 2023, and it was determined that the fair values of each reporting unit substantially exceeded their carrying values, resulting in no goodwill impairment.
Business combinations
We allocate purchase price consideration to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. Determining the fair value of these assets and liabilities requires the use of significant estimates, particularly in valuing acquired intangible assets and goodwill.
Purchased intangible assets other than goodwill are initially recognized at fair value and amortized over their useful lives. We determine the fair value of purchased intangible assets using an income approach on an individual asset basis. The fair value measurements were primarily based on significant inputs that are not observable, which are categorized as a Level 3 measurement in the fair value hierarchy. The values assigned to consideration transferred, assets acquired, and liabilities assumed may be adjusted during the measurement period as new information arises that existed as of the acquisition date.
We use the multi-period excess earnings method to determine the fair value of customer relationships. This method identifies the portion of revenue expected to be generated through repeat customers existing as of the valuation date and includes an attrition rate to account for the loss of customers over time. Critical estimates utilized in valuing customer relationships include estimated forecasted future revenue and EBITDA margin growth rates, customer attrition rates, and market-participant discount rates. The assumptions we apply in forecasting future revenue and customer attrition rates is based on analysis of historical data, assessment of current and anticipated market conditions, estimated growth rates, and management plans.
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Recent Accounting Pronouncements
See the information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report.

Subsequent Events
The information set forth in Note 18 (Subsequent Events) to the accompanying Consolidated Financial Statements included in Part II, Item 8 of this report is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures of Market Risks
Interest Rate Risk
Our market risks relate primarily to changes in interest rates. The interest rates on borrowings under our senior unsecured revolving loan facility and our senior unsecured term loan facility are floating and, therefore, are subject to fluctuations. We manage our exposure to interest rate risk through the proportion of fixed-rate debt and variable-rate debt in our debt portfolio. Additionally, from time to time, we may execute derivative instruments in order to manage the risk associated with changes in interest rates on borrowings under our variable-rate debt facilities. For additional information on our financial instruments and debt, see Note 9 (Fair Value Measurements and Financial Instruments) and Note 8 (Debt), respectively, to the accompanying Consolidated Financial Statements in Part II Item 8 of this report.
Based on our floating rate debt and derivative instruments outstanding at December 31, 2025 and 2024, a 100 basis point change would have no material impact on our results.
Foreign Currency Risk
We transact business in foreign currencies other than the US dollar, primarily the British pound and the Canadian dollar, which exposes us to foreign currency exchange rate fluctuations. Revenue and expenses generated from our international operations are generally denominated in the local currencies of the corresponding countries. The functional currency of our international operating subsidiaries is the same as the corresponding local currency. Upon consolidation, as results of operations are translated, operating results may differ from expectations. The direct effect of foreign currency fluctuations on our results of operations has not been material as the majority of our results of operations are denominated in US dollars.
A hypothetical 10% change between the US dollar and the currencies from our international opera tion s would have no material impact on our results fo r the years ended December 31, 2025 and 2024.
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Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
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Consolidated Balance Sheets as of December 31, 202 5 and 202 4
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Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
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Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
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Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
46

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
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Notes to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CDW Corporation
Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CDW Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Revenue recognition – Professional Services
Description of the Matter As described in Note 1 to the consolidated financial statements, the Company provides professional services, which include project managers, specialists and engineers recommending designing and implementing IT solutions. Revenue from professional services is recognized either on a time and materials basis or proportionally as costs are incurred for fixed fee project work. Revenue is recognized on a gross basis each month as work is performed and the Company transfers those services. For professional services where revenue is recognized proportionally as costs are incurred, judgment is required in determining the total expected costs for each project at inception and as the services are performed.

Auditing the Company’s service revenue contracts with customers where revenue is recognized proportionally based on costs incurred for fixed fee project work was complex given the judgment required in determining estimated total costs for projects and level of completion at a point in time.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s process relating to the determination of the total expected costs for each project at inception and as the services are performed. For example, we evaluated the design and tested the operating effectiveness of controls over management’s review of the assumptions and data utilized to estimate costs to complete and the accumulation of actual costs incurred.

To test the estimated costs to complete for projects, our audit procedures included, among others, obtaining an understanding of the contract with the customer and assessing management’s initial estimated costs to complete. For example, for a sample of contracts, we performed inquiries of project managers, tested costs incurred by comparing amounts recorded to source documents, and performed a retrospective review of management’s initial cost estimate.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2011.
Chicago, Illinois
February 20, 2026

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

  December 31,
  2025 2024
Assets
Current assets:
Cash and cash equivalents $ 618.7   $ 503.5  
Short-term investments —   214.2  
Accounts receivable, net of allowance for credit losses of $ 65.2 and $ 43.3 , respectively
6,312.4   5,135.8  
Merchandise inventory 563.4   605.3  
Miscellaneous receivables 554.0   509.9  
Prepaid expenses and other 452.0   404.4  
Total current assets 8,500.5   7,373.1  
Operating lease right-of-use assets 136.7   120.2  
Property and equipment, net 171.5   192.0  
Goodwill 4,662.3   4,620.4  
Other intangible assets, net 1,186.4   1,356.6  
Accounts receivable and other assets, noncurrent 1,370.8   1,016.1  
Total Assets $ 16,028.2   $ 14,678.4  
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable-trade $ 4,220.1   $ 3,381.3  
Accounts payable-inventory financing 352.6   355.2  
Current maturities of long-term debt 1,007.5   235.8  
Contract liabilities 534.0   491.0  
Accrued expenses and other current liabilities:
Compensation 318.8   275.8  
Advertising 176.1   137.7  
Sales and income taxes 82.9   61.6  
Other 534.1   536.0  
Total current liabilities 7,226.1   5,474.4  
Long-term liabilities:
Debt 4,622.3   5,607.0  
Deferred income taxes 171.8   167.4  
Operating lease liabilities 157.8   149.1  
Accounts payable and other liabilities 1,244.1   927.8  
Total long-term liabilities 6,196.0   6,851.3  
Commitments and contingencies (Note 16)

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; 129.4 and 132.6 shares outstanding, respectively
1.3   1.3  
Paid-in capital 3,978.5   3,834.4  
Accumulated deficit ( 1,273.9 ) ( 1,322.9 )
Accumulated other comprehensive loss ( 99.8 ) ( 160.1 )
Total stockholders’ equity 2,606.1   2,352.7  
Total Liabilities and Stockholders’ Equity $ 16,028.2   $ 14,678.4  

The accompanying notes are an integral part of the Consolidated Financial Statements.
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CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars and shares in millions, except per share amounts)

Year Ended December 31,
2025 2024 2023
Net sales $ 22,424.1   $ 20,998.7   $ 21,376.0  
Cost of sales 17,550.7   16,396.3   16,723.6  
Gross profit 4,873.4   4,602.4   4,652.4  
Selling and administrative expenses 3,217.8   2,951.1   2,971.5  
Operating income 1,655.6   1,651.3   1,680.9  
Interest expense, net ( 227.4 ) ( 214.5 ) ( 226.6 )
Other expense, net ( 0.8 ) ( 1.4 ) ( 4.1 )
Income before income taxes 1,427.4   1,435.4   1,450.2  
Income tax expense ( 360.8 ) ( 357.6 ) ( 345.9 )
Net income $ 1,066.6   $ 1,077.8   $ 1,104.3  

Net income per common share:
Basic $ 8.13   $ 8.06   $ 8.20  
Diluted $ 8.08   $ 7.97   $ 8.10  

Weighted-average common shares outstanding:
Basic 131.3   133.8   134.6  
Diluted 132.1   135.2   136.3  

The accompanying notes are an integral part of the Consolidated Financial Statements.
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CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in millions)

Year Ended December 31,
2025 2024 2023
Net income $ 1,066.6   $ 1,077.8   $ 1,104.3  
Other comprehensive income (loss), net of tax:
Unrealized loss from cash flow hedge ( 0.2 ) ( 2.8 ) ( 1.9 )
Reclassification of cash flow hedge to net income 0.8   0.3   —  
Foreign currency translation adjustments 59.7   ( 33.0 ) 29.7  
Other comprehensive income (loss), net of tax
60.3   ( 35.5 ) 27.8  
Comprehensive income $ 1,126.9   $ 1,042.3   $ 1,132.1  

The accompanying notes are an integral part of the Consolidated Financial Statements.
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CDW CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)

Year Ended December 31,
2025 2024 2023
Cash flows from operating activities
Net income $ 1,066.6   $ 1,077.8   $ 1,104.3  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 295.6   275.3   270.7  
Equity-based compensation expense 83.6   64.7   93.7  
Deferred income taxes 1.3   ( 14.1 ) ( 32.7 )
Provision for credit losses 37.2   32.2   14.9  
Other 7.2   4.1   29.0  
Changes in assets and liabilities:
Accounts receivable ( 1,166.5 ) ( 559.4 ) ( 54.5 )
Merchandise inventory 48.2   61.1   139.0  
Other assets ( 390.1 ) ( 605.3 ) 183.3  
Accounts payable-trade 815.4   443.8   ( 55.4 )
Other liabilities 406.7   497.1   ( 93.6 )
Net cash provided by operating activities 1,205.2   1,277.3   1,598.7  
Cash flows from investing activities
Capital expenditures ( 117.1 ) ( 122.6 ) ( 148.2 )
Net change in short-term investments 211.1   ( 211.1 ) —  
Acquisitions of businesses, net of cash acquired ( 21.5 ) ( 323.9 ) ( 76.4 )

Other ( 2.3 ) ( 1.6 ) ( 5.0 )
Net cash provided by (used in) investing activities 70.2   ( 659.2 ) ( 229.6 )
Cash flows from financing activities
Proceeds from borrowings under revolving credit facilities 2,604.4   294.2   207.6  
Repayments of borrowings under revolving credit facilities ( 2,604.4 ) ( 294.2 ) ( 282.0 )
Proceeds from issuance of long-term debt 592.5   1,197.8   —  
Repayments of long-term debt ( 211.1 ) —   ( 150.0 )
Payments to extinguish long-term debt ( 593.5 ) ( 962.4 ) —  

Net change in accounts payable-inventory financing ( 2.6 ) ( 75.7 ) ( 23.7 )

Repurchases of common stock ( 653.0 ) ( 500.0 ) ( 500.0 )
Proceeds from stock option exercises 29.5   47.0   49.3  
Payment of incentive compensation plan withholding taxes ( 26.1 ) ( 38.2 ) ( 40.0 )
Dividend payments ( 328.6 ) ( 332.1 ) ( 321.5 )
Other 8.4   ( 23.3 ) ( 38.4 )
Net cash used in financing activities ( 1,184.5 ) ( 686.9 ) ( 1,098.7 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 20.3   ( 12.2 ) 3.1  
Net increase (decrease) in cash, cash equivalents and restricted cash 111.2   ( 81.0 ) 273.5  
Cash, cash equivalents and restricted cash – beginning of period (1)
507.7   588.7   315.2  
Cash, cash equivalents and restricted cash – end of period (1)
$ 618.9   $ 507.7   $ 588.7  
Supplementary disclosure of cash flow information:
Interest paid $ ( 234.3 ) $ ( 217.5 ) $ ( 233.2 )
Income taxes paid, net $ ( 326.0 ) $ ( 398.6 ) $ ( 401.4 )

(1) Refer to Note 1 (Description of Business and Summary of Significant Accounting Policies) for further information on restricted cash .

The accompanying notes are an integral part of the Consolidated Financial Statements.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(dollars and shares in millions)

Common Stock
Shares Amount Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive Loss Total
Stockholders’ Equity
Balance as of December 31, 2022
135.5   $ 1.4   $ 3,518.1   $ ( 1,763.8 ) $ ( 152.4 ) $ 1,603.3  
Net income —  —  —  1,104.3   —  1,104.3  
Equity-based compensation expense —  —  93.7   —  —  93.7  
Shares issued under equity-based compensation plans 1.0   —  49.3   —  —  49.3  
Coworker Stock Purchase Plan 0.2   —  28.2   —  —  28.2  
Repurchases of common stock ( 2.6 ) ( 0.1 ) —  ( 499.9 ) —  ( 500.0 )
Dividend payments ($ 2.390 per share)
—  —  2.0   ( 323.5 ) —  ( 321.5 )
Incentive compensation plan stock withheld for taxes —  —  —  ( 40.0 ) —  ( 40.0 )
Unrealized loss from hedge accounting —  —  —  —  ( 1.9 ) ( 1.9 )

Foreign currency translation and other —  —  —  ( 2.6 ) 29.7   27.1  

Balance as of December 31, 2023
134.1   1.3   3,691.3   ( 1,525.5 ) ( 124.6 ) 2,042.5  
Net income —  —  —  1,077.8   —  1,077.8  
Equity-based compensation expense —  —  64.7   —  —  64.7  
Shares issued under equity-based compensation plans 0.8   —  47.0   —  —  47.0  
Coworker Stock Purchase Plan 0.1   —  28.8   —  —  28.8  
Repurchases of common stock ( 2.4 ) —  —  ( 500.0 ) —  ( 500.0 )
Dividend payments ($ 2.485 per share)
—  —  2.1   ( 334.2 ) —  ( 332.1 )
Incentive compensation plan stock withheld for taxes —  —  —  ( 38.2 ) —  ( 38.2 )
Unrealized loss from hedge accounting —  —  —  —  ( 2.8 ) ( 2.8 )
Reclassification of cash flow hedge to net income —  —  —  —  0.3   0.3  
Foreign currency translation and other —  —  0.5   ( 2.8 ) ( 33.0 ) ( 35.3 )

Balance as of December 31, 2024
132.6   1.3   3,834.4   ( 1,322.9 ) ( 160.1 ) 2,352.7  
Net income —  —  —  1,066.6   —  1,066.6  
Equity-based compensation expense —  —  83.6   —  —  83.6  
Shares issued under equity-based compensation plans 0.6   —  29.5   —  —  29.5  
Coworker Stock Purchase Plan 0.2   —  26.8   —  —  26.8  
Repurchases of common stock ( 4.0 ) —  —  ( 653.0 ) —  ( 653.0 )
Dividend payments ($ 2.505 per share)
—  —  3.3   ( 331.9 ) —  ( 328.6 )
Incentive compensation plan stock withheld for taxes —  —  —  ( 26.1 ) —  ( 26.1 )
Unrealized loss from hedge accounting —  —  —  —  ( 0.2 ) ( 0.2 )
Reclassification of cash flow hedge to net income —  —  —  —  0.8   0.8  
Foreign currency translation and other —  —  0.9   ( 6.6 ) 59.7   54.0  
Balance as of December 31, 2025
129.4   $ 1.3   $ 3,978.5   $ ( 1,273.9 ) $ ( 99.8 ) $ 2,606.1  

The accompanying notes are an integral part of the Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

1 .      Description of Business and Summary of Significant Accounting Policies
Description of Business
CDW Corporation (“Parent”), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology (“IT”) solutions to business, government, education, and healthcare customers in the United States (“US”), the United Kingdom (“UK”), and Canada. The Company’s broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.
Throughout this report, the terms “the Company” and “CDW” refer to Parent and its subsidiaries.
Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations and does not hold any material assets or engage in any business activities or operations.
Basis of Presentation
The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the US Securities and Exchange Commission (“SEC”). The Company’s Consolidated Financial Statements are based on a fiscal year ended December 31.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.
Use of Estimates
The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions. The Company may utilize third-party valuation specialists to assist the Company in the allocation. Initial purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.
Cash and Cash Equivalents
Cash and cash equivalents include deposits in banks and short-term (original maturities of three months or less at the time of purchase), highly liquid investments that are readily convertible to known amounts of cash and are so near maturity that there is insignificant risk of changes in value due to interest rate changes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Restricted cash represents funds that are restricted to satisfy deposit requirements with creditors. Restricted cash is presented within Prepaid expenses and other on the Consolidated Balance Sheets and was $ 0.2 million and $ 4.2 million as of December 31, 2025 and 2024, respectively.
Accounts Receivable
The timing of revenue recognition may differ from the time of billing to customers. Accounts receivable presented on the Consolidated Balance Sheets represent an unconditional right to consideration, which includes unbilled receivables. Unbilled receivables represent revenues that are not currently billable where payment is unconditional and solely subject to the passage of time. These items are expected to be billed and collected in the normal course of business. Unbilled receivables primarily arise from non-cancellable, multi-year arrangements for software sales whereby the Company has completed its performance obligation under the contracts but will invoice its customers ratably over a period of time. For additional information regarding multi-year arrangements, see “Revenue Recognition for Software” below. Accounts receivable that are billed are recorded at the invoiced amount and include the taxes to be collected from the customer as part of the sale. Such billed amounts typically do not bear interest. The balance of the Company’s accounts receivable is classified as current for amounts expected to be collected within 12 months and noncurrent for amounts to be collected beyond 12 months.
The Company occasionally may transfer certain accounts receivable, without recourse, to third-party financial companies as a method to accelerate cash collections and reduce the Company’s credit exposure. Under these agreements, the Company may transfer certain accounts receivable in exchange for cash less a discount, as defined by the agreements. The Company’s ability to sell receivables is dependent on the financial institutions’ willingness to purchase such receivables. In addition, certain of these agreements may also require that the Company continue to service, administer, and collect the sold accounts receivable. Such transfers are recognized as a sale and the related accounts receivable is derecognized from the Consolidated Balance Sheet upon receipt of the third-party financing company’s payment.
For additional information on the Company’s accounts receivables, see Note 4 (Accounts Receivable and Contract Balances).
Allowance for Credit Losses
The Company estimates an allowance for credit losses related to accounts receivable, inclusive of billed and unbilled amounts, for future expected credit losses by using relevant information such as historical information, current conditions, and reasonable and supportable forecasts. For billed accounts receivable, the allowance is measured on a pool basis when similar risk characteristics exist, and a loss-rate for each pool is determined using historical credit loss experience as the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current conditions as well as changes in forecasted macroeconomic conditions, such as changes in the unemployment rate or gross domestic product growth rate. If there are additional changes in circumstances related to a specific customer, the Company further adjusts its estimate based on the expected loss. The Company has typically observed a higher loss-rate experience with customers in pools associated with the Company’s Corporate and Small Business segments, as compared to the pools associated with the Public segment.
For unbilled accounts receivable, the allowance is measured based on internal risk rating, which considers the customer’s credit rating, the duration of the multi-year arrangement, probability of default rates published by third-parties, and other variables that mitigate the inherent credit risk on a particular transaction, such a legal right of set-off to the Company’s exposure. The internal risk rating is periodically reviewed for updates related to a customer’s credit rating and probability of default rates. Upon determining the internal risk rating, the allowance for credit loss is measured using the third-party default rates, adjusted for forecasted macroeconomic conditions. Given the nature of these unbilled receivables tied to multi-year arrangements and the robust credit approval process on long-term payment terms, the internal risk rating of these receivables is primarily low.
Merchandise Inventory
Inventory is valued at the lower of cost and net realizable value. Cost is determined using actual cost on a first-in, first-out method. Price protection is recorded when earned as a reduction to the cost of inventory. The Company decreases the value of inventory for estimated obsolescence equal to the difference between the cost of inventory and the net realizable value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks and assumptions about future demand and market conditions.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Miscellaneous Receivables
Miscellaneous receivables primarily consist of amounts due from vendors. The Company receives incentives from vendors related to cooperative advertising, volume rebates, bid programs, price protection, and other programs. These incentives generally relate to written vendor agreements with specified performance requirements and are generally recorded as adjustments to Cost of sales or Merchandise inventory, depending on the nature of the incentive. Funds received from vendors related to the reimbursement of specific, incremental, and identifiable costs incurred by the Company are recorded as reduction of such costs, which may be within Selling and administrative expenses.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. For revenue generating assets, the Company calculates depreciation expense using the straight-line method to the estimated residual value over the estimated useful life of the assets. Property and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Leases
The Company enters into operating lease contracts, as assessed at contract inception, primarily for real estate, data centers, and equipment. On the lease commencement date, the Company records operating lease liabilities based on the present value of the future lease payments. In determining the present value of future lease payments, the Company uses its incremental borrowing rate based on the information available at the commencement date. For real estate and data center contracts, the Company accounts for the lease and non-lease components as a single lease component. For certain equipment leases, the Company applies a portfolio approach to account for the right-of-use asset and operating lease liability. In assessing the lease term, the Company includes options to renew only when it is reasonably certain that it will be exercised, a determination which is at the sole discretion of the Company. For equipment leases used in revenue generating activities with an initial term of 12 months or less, the Company records a right-of-use asset and lease liability. For all remaining 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. The Company records lease expense on a straight-line basis over the lease term beginning on the commencement date.
Goodwill
The Company performs an evaluation of goodwill at the reporting unit level, utilizing either a qualitative or quantitative impairment test. A qualitative assessment is performed at least on an annual basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The Company performs a quantitative impairment test for each reporting unit every three years , or more frequently if circumstances indicate a potential impairment. The annual test for impairment is conducted during the fourth quarter. The Company’s reporting units included in the assessment of potential goodwill impairment are the same as its operating segments.
Under a qualitative assessment, the most recent quantitative assessment is used to determine if it is more likely than not that the reporting unit’s goodwill is impaired. As part of this qualitative assessment, the Company assesses relevant events and circumstances including macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in share price, and entity-specific events to determine if there is an indication of impairment.
Under a quantitative assessment, goodwill impairment is identified by comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired and an impairment charge is recognized in an amount equal to that excess, not to exceed the carrying amount of goodwill. Fair value of a reporting unit is determined by using a weighted combination of an income approach and a market approach, as this combination is considered the most indicative of the Company’s fair value in an orderly transaction between market participants.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Under the income approach, the Company determines fair value based on estimated future cash flows of a reporting unit, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn. The estimated future cash flows of each reporting unit are based on internally generated forecasts for the remainder of the respective reporting period and the next five years .
Under the market approach, the Company utilizes valuation multiples derived from publicly available information for guideline companies to provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The valuation multiples are applied to the reporting units.
Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including Net sales growth rates, gross profit margins, operating margins, discount rates, and future market conditions, among others. Any changes in the judgments, estimates, or assumptions used could produce significantly different results.
Intangible Assets
Intangible assets with determinable lives are amortized on a straight-line basis over their respective estimated useful lives. Intangible assets include customer relationships, trade name, and internally developed software. For internally developed software, the Company capitalizes external costs and directly attributable internal costs to acquire or create internal use software which are incurred during the application development stage. These costs relate to activities such as configuration, coding, testing, and installation. Costs related to post-implementation activities such as training and maintenance are expensed as incurred. Once the software is substantially complete and ready for its intended use, capitalized development costs are amortized straight-line over the estimated useful life of the software.
Intangible assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recorded for the excess of the asset’s carrying amount over its fair value. In addition, each quarter, the Company evaluates whether events and circumstances warrant a revision to the remaining estimated useful life of each of these intangible assets. If the Company were to determine that a change to the remaining estimated useful life of an intangible asset was necessary, then the remaining carrying amount of the intangible asset would be amortized prospectively over that revised remaining useful life.
Cloud Computing Arrangements
The Company enters into certain cloud-based software hosting arrangements for internal use that are accounted for as service contracts. Costs incurred in implementing a cloud computing arrangement are deferred during the application development stage and presented within Accounts receivable and other assets, noncurrent on the Consolidated Balance Sheets. Once a cloud computing arrangement is ready for its intended use, the implementation costs are amortized on a straight-line basis over the fixed term of the hosting arrangement plus any reasonably certain renewal periods. The portion of these costs expected to be amortized within the next 12 months is presented in Prepaid expenses and other on the Consolidated Balance Sheets.
Debt Issuance Costs
Debt issuance costs, such as underwriting, financial advisory, professional fees, and other similar fees are capitalized and recognized in Interest expense, net over the estimated life of the related debt instrument using the effective interest method or straight-line method, as applicable. The Company classifies debt issuance costs as a direct deduction from the carrying value of the Long-term debt liability on the Consolidated Balance Sheets, except for debt issuance costs associated with revolving credit facilities which are presented as an asset, within Other assets on the Consolidated Balance Sheets.
Fair Value Measurements
Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 – observable inputs such as quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
Revenue Recognition
The Company is a primary distribution channel for a large group of vendors and suppliers, including original equipment manufacturers (“OEMs”), software publishers, cloud providers, and wholesale distributors. The Company may sell hardware, software, and services on standalone basis or as a bundled solution arrangement. For additional information on the disaggregation of Net sales by major category, see Note 17 (Segment Information).
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of consideration is probable. The Company evaluates the following indicators amongst others when determining whether it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified product or service, (ii) the Company has inventory risk before the specified product has been transferred to a customer or after transfer of control to the customer, and (iii) the Company has discretion in establishing the price for the specified product or service. If the terms of a transaction do not indicate the Company is acting as a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis.
For performance obligations whereby the Company is acting as a principal, revenue is recognized when, or as, the customer obtains control of the specified product or service. The Company recognizes revenue in transactions for which it is acting as an agent once it has arranged for the third party to provide the product or service. Depending on the nature of the arrangement, this may occur at the time the Company executes the contract with the third party or at the time it invoices the customer.
Revenue Recognition for Hardware
Revenues from the sale of hardware are recognized on a gross basis as the Company is acting as a principal in these transactions, with the selling price to the customer recorded as Net sales and the acquisition cost of the product recorded as Cost of sales. The Company recognizes revenue from these transactions when control has passed to the customer, which is typically based on the shipping terms in the contract with the customer (e.g., upon delivery of the product to the customer). The Company may leverage drop-shipment arrangements with many of its vendors and suppliers to deliver hardware to its customers without having to physically hold the inventory at its warehouses. The Company is the principal in the transaction and recognizes revenue for drop-shipment arrangements on a gross basis.
In some instances, the customer agrees to buy the hardware from the Company but requests delivery at a later date, commonly known as bill-and-hold arrangements. For these transactions, the Company deems that control passes to the customer when the hardware is ready for delivery. The Company views hardware as ready for delivery when: (i) the customer has a signed agreement, (ii) significant risk and rewards have transferred to the customer, (iii) the customer has the ability to direct the use of the hardware, (iv) the hardware has been set aside specifically for the customer and cannot be redirected to another customer, and (v) as applicable, the configuration services have been completed when ordered with the hardware.
The Company’s vendor partners may provide warranties on the hardware the Company sells. These manufacturer warranties are assurance-type warranties and are not considered separate performance obligations. The warranties are not sold separately and only provide assurance that the hardware will conform with the manufacturer’s specifications. In some transactions, the vendor partner will provide the customer with an extended warranty. These extended
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

warranties are sold separately and provide the customer with a service in addition to assurance that the product will function as expected. The Company considers these warranties to be separate performance obligations from the underlying product. For additional information regarding the accounting for extended warranties, see “Revenue Recognition for Services” below.
Revenue Recognition for Software
Revenues from the sale of software include perpetual licenses, term licenses, software assurance, and cloud computing solutions. From time to time, such software may be sold as fixed, non-cancellable multi-installment arrangements (i.e., multi-year arrangements) or variable, cancellable arrangements (more common in cloud computing arrangements). In these instances, the Company recognizes revenue based on its present enforceable rights and obligations and when it has completed its performance obligation. When the timing of revenue recognition differs from the timing of invoicing, the Company has determined that such arrangements do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing software and to mirror the payment terms offered by the software publisher.
Depending on the nature of the software, the Company may be acting as a principal or an agent. For perpetual licenses and term licenses, the software is recognized as a single performance obligation on a gross basis as the Company is acting as a principal in these transactions at the point the software is delivered to the customer (i.e., via electronic delivery of keys). Generally, these licenses are sold with accompanying third-party delivered software assurance, which is a product that allows customers to upgrade to the latest technology if new capabilities are introduced during the period that the software assurance is in effect. The Company evaluates whether the software assurance is a separate performance obligation by assessing if the third-party delivered software assurance is critical or essential to the core functionality of the software itself. If the Company determines that the accompanying third-party delivered software assurance is critical or essential to the core functionality of the software license, the software license and the accompanying third-party delivered software assurance are recognized as a single performance obligation. As a result, the value of the product is primarily the accompanying support delivered by a third party and, therefore, the Company is acting as an agent and recognizes the revenue on a net basis once its agency obligation is complete. This is common for security software where updates are critical to the core functionality of the software. For software licenses where the accompanying third-party delivered software assurance is not critical or essential to the core functionality, the software assurance is recognized as a separate performance obligation, with the associated revenue recognized on a net basis. For additional information regarding the accounting for bundled arrangements, see “Revenue Recognition for Bundled Arrangements” below.
The Company sells cloud computing solutions which include Software as a Service (“SaaS”) and Infrastructure as a Service (“IaaS”). SaaS solutions, commonly referred to as subscription licenses, utilize third-party partners to offer the Company’s customers access to software in the cloud that enhances office productivity, provides security, or assists in collaboration. IaaS solutions utilize third-party partners to enable customers to access data center functionality in a cloud-based solution, including storage, computing, and networking. In these transactions, the Company is acting as an agent and recognizes revenue once its agency performance obligation is complete.
The Company’s customers are offered the opportunity by certain of its vendors to purchase software licenses and software assurance under enterprise agreements (“EAs”). For most EA transactions, the Company’s obligation to the customer is that of a distributor or sales agent of the services, where all obligations for providing the services to customers are passed to the Company’s vendors. The Company’s performance obligations are satisfied at the time of the sale. With most EAs, the Company’s vendors will transfer the license and invoice the customer directly, paying resellers an agency fee or commission on these sales. The Company records these fees as a component of Net sales as earned and there is no corresponding Cost of sales amount.
Revenue Recognition for Services
Revenues from the sale of services include professional services, hosted and managed services, and vendor partner delivered services. Depending on the nature of the service, the Company may be acting as a principal or an agent.
The Company provides professional services, which include project managers, specialists, and engineers, recommending, designing, and implementing IT solutions. The Company is primarily responsible for the fulfillment and acceptability of the professional services and has control over how to provide the requested services. As a result, the Company is the principal, and professional services revenue is recognized on a gross basis either on a time and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

materials basis for variable contracts or proportionally as costs are incurred relative to the total estimated costs to complete for fixed fee contracts (i.e., an input method).
The Company provides hosted and managed services which primarily includes IT support services and data center services, such as managed and remote managed services, server co-location, internet connectivity, and data backup and storage. Similar to professional services revenue, the Company is the principal in providing these services. Generally, hosted and managed services represent stand-ready obligations and, therefore, the Company recognizes the revenue on a gross basis, ratably over the contractual term.
The Company may resell vendor partner delivered services. A common example is extended warranties, which are considered to be separate performance obligations from the underlying product. For vendor partner delivered services, the Company is arranging for such services to be provided by the vendor partner and, therefore, is acting as an agent and records revenue on a net basis at the point of sale.
Revenue Recognition for Bundled Arrangements
The Company often sells hardware, software, and services as part of a bundled solution arrangement containing multiple performance obligations. For each deliverable that represents a distinct performance obligation, total arrangement consideration is allocated based upon the standalone selling prices of each performance obligation.
Sales In-Transit
The Company performs an analysis of the estimated number of days of sales in-transit to customers at the end of each reporting period based on a weighted-average analysis of commercial delivery terms that include drop-shipment arrangements. This analysis is the basis upon which the Company estimates the amount of Net sales in-transit at the end of the period and adjusts revenue and the related costs to reflect only what has been delivered to the customer. Changes in delivery patterns may result in a different number of business days estimated to make this adjustment.
Freight Costs
The Company records freight billed to its customers as Net sales and the related freight costs as Cost of sales when the underlying product revenue is recognized. For freight not billed to its customers, the Company records the freight costs as Cost of sales. The Company’s typical shipping terms result in shipping being performed before the customer obtains control of the product. The Company considers shipping to be a fulfillment activity and not a separate performance obligation.
Other
The nature of the Company’s contracts give rise to variable consideration in the form of volume rebates and sales returns and allowances, which are estimated at contract inception. The Company estimates variable consideration at the most likely amount to which it is expected to be entitled. This estimated amount is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of the Company’s anticipated performance and all information that is reasonably available. At the time of sale, the Company records a liability for estimated sales returns and allowances and an associated right of return asset. The Company also records a provision for volume rebates based on the evaluation of contract terms and historical experience.
The Company excludes amounts collected on behalf of third parties, such as sales taxes, when determining the transaction price.
When a contract results in revenue being recognized in excess of the amount the Company has the right to invoice to the customer, a contract asset is recorded on the Consolidated Balance Sheets. Contract assets primarily arise due to partially fulfilled contracts with integrated solutions and professional services with fixed fee arrangements.
Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. Contract liabilities primarily arise due to professional services with fixed fee arrangements, bill-and-hold transactions where control has not passed to the customer, and certain governmental contracts.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Any incremental direct costs of obtaining a contract, primarily sales commissions, are deferred on the Consolidated Balance Sheets and amortized over the period of contract performance.
The Company has elected to use the practical expedient for its performance obligations table to include only those contracts that are longer than 12 months at the time of contract inception and those contracts that are non-cancelable. Additionally, for certain governmental contracts where there are annual renewals, the Company has excluded these contracts since there is only a one-year legal obligation. Contracts that are longer than 12 months in duration are primarily related to hosted and managed services. For additional information on performance obligations longer than 12 months, see Note 4 (Accounts Receivable and Contract Balances).
Sales Taxes
Sales tax amounts collected from customers for remittance to governmental authorities are presented on a net basis in the Consolidated Statements of Operations.
Advertising
Advertising costs are generally charged to expense in the period incurred and are presented in Selling and administrative expenses in the Consolidated Statements of Operations. Cooperative reimbursements from vendors are recorded in the period the related advertising expenditure is incurred. The Company generally classifies vendor consideration as a reduction to Cost of sales. During the years ended December 31, 2025, 2024, and 2023, the Company had advertising costs of $ 223  million, $ 218  million and $ 215  million, respectively.
Equity-Based Compensation
The Company measures all equity-based payments using a fair-value-based method and records compensation expense over the requisite service period using the straight-line method in its Consolidated Financial Statements. The expense calculation includes estimated forfeiture rates, which have been developed based upon historical experience.
Interest Expense, net
Interest expense, net includes interest expense and interest income. Interest expense is recognized in the period incurred at the applicable interest rate in effect. Interest income is recognized on an accrual basis in the period it is earned at the applicable interest rate.
Foreign Currency Translation
The Company’s reporting currency is the US dollar. The functional currency of the Company’s international operating subsidiaries is generally the same as the corresponding local currency. Assets and liabilities of the international operating subsidiaries are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of the international operating subsidiaries are translated at the average exchange rates in effect during the applicable period. The resulting foreign currency translation adjustment is recorded as Accumulated other comprehensive loss, which is reflected as a separate component of Stockholders’ equity.
Income Taxes
Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the Consolidated Financial Statements using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company performs an evaluation of the realizability of deferred tax assets on a quarterly basis. This evaluation requires management to make use of estimates and assumptions and considers all positive and negative evidence and factors, such as the scheduled reversal of temporary differences, the mix of earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies.
The Company accounts for unrecognized tax benefits based upon its assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company reports a liability for unrecognized tax benefits resulting from unrecognized tax benefits taken or expected to be taken in a tax return and recognizes interest and penalties, if any, related to its unrecognized tax benefits in income tax expense.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

2 .      Recent Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles— Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes stage-based capitalization rules for internal-use software to increase the operability of the recognition guidance considering different methods of software development. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities may apply the guidance using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact the ASU will have on its Consolidated Financial Statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). This ASU introduces a practical expedient for all entities when estimating credit losses on current accounts receivable and/or current contract assets by assuming that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. An entity that elects the practical expedient should apply the amendments on a prospective basis. The Company adopted this ASU and elected to apply the practical expedient beginning January 1, 2026. The adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-240). This ASU requires entities to disclose disaggregated information about specific natural expense categories in the notes to the financial statements. The ASU is effective for all public entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the ASU will have on its disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU enhances existing income tax disclosures primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The ASU is effective for all public entities for annual periods beginning after December 15, 2024, with early adoption permitted. Entities should apply the amendments on a prospective basis, but retrospective application is permitted. The Company adopted this ASU on a prospective basis which resulted in revised disclosures beginning with the 2025 annual reporting period while comparative reporting periods are not updated under the new ASU within Note 10 (Income Taxes).

3.      Acquisitions
Mission Cloud Services, Inc. (“Mission”)
On November 27, 2024, the Company completed its acquisition of Mission through a purchase of all the issued and outstanding equity interests for a base purchase price of $ 330  million. During the fourth quarter of 2025, the Company finalized the purchase price and completed its identification and measurement of the assets acquired and liabilities assumed as of the date of the acquisition. There were no significant adjustments to the preliminary purchase price allocation. The Company recorded $ 220 million of Goodwill and $ 137 million of other intangible assets, which primarily related to customer relationships.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

4.        Accounts Receivable and Contract Balances
Accounts Receivable
The following table details the total accounts receivable recognized and the related classification on the Consolidated Balance Sheets:

December 31,
2025 2024
Accounts receivable, current (1)
$ 5,014.9   $ 4,386.4  
Unbilled accounts receivable, current (1)
1,297.5   749.4  
Unbilled accounts receivable, noncurrent (2)
1,245.4   923.0  
Total accounts receivable $ 7,557.8   $ 6,058.8  

(1) Accounts receivable, current are presented within Accounts receivable, net of allowance for credit losses on the Consolidated Balance Sheets.
(2) Unbilled accounts receivable, noncurrent are presented within Accounts receivable and other assets, noncurrent on the Consolidated Balance Sheets.
From time to time, the Company transfers certain accounts receivable, without recourse, to third-party financial companies as a method to reduce the Company’s credit exposure and accelerate cash collections. Such transfers are recognized as a sale and the related accounts receivable are derecognized from the Consolidated Balance Sheets upon receipt of payment from the third-party financing company. During the years ended December 31, 2025 and 2024, the Company sold approximately $ 569  million and $ 477  million of accounts receivable, respectively.
The Company recognizes an allowance for credit losses at inception and reassesses quarterly based on expected collectability and forecasted macroeconomic conditions. The following table details the changes in the allowance for credit losses related to accounts receivable:

As of December 31,

2025 2024
Balance as of January 1 $ 47.4   $ 28.8  
Increase to provision for credit losses 37.2   32.2  
Write-offs charged against the allowance for credit losses ( 15.9 ) ( 14.8 )
Other 2.7   1.2  
Balance as of December 31 (1)
$ 71.4   $ 47.4  

(1) Includes a $ 6 million and $ 4 million allowance for credit losses related to unbilled accounts receivable, noncurrent which is presented within Accounts receivable and other assets, noncurrent on the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
Contract Balances
Contract assets and liabilities represent the difference in the timing of revenue recognition from receipt of cash from customers. Contract assets represent revenue recognized on performance obligations satisfied or partially satisfied for which the Company has no unconditional right to consideration. 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 following table details information about the Company’s contract balances recognized on the Consolidated Balance Sheets:

December 31,
2025 2024
Contract assets (1)
$ 159.0   $ 97.1  
Contract liabilities (2)(3)
565.0   522.3  

(1) Contract assets are presented within Prepaid expenses and other on the Consolidated Balance Sheets.
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(2) Includes $ 31 million and $ 31 million of long-term contract liabilities that are presented within Accounts payable and other liabilities on the Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
(3) For the years ended December 31, 2025 and 2024, the Company recognized revenue of $ 393 million and $ 315 million, respectively, related to its contract liabilities that were included in the beginning balance of the respective periods.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For additional information regarding the Company’s performance obligations, see Note 1 (Description of Business and Summary of Significant Accounting Policies). The following table represents the total transaction price for the remaining performance obligations as of December 31, 2025, related to non-cancelable managed and professional service contracts whereby the Company is acting as the principal and the duration is longer than 12 months, which is expected to be recognized over future periods.

Within 1 Year Years 1-2 Years 2-3 Thereafter
Remaining performance obligations $ 147.6   $ 74.8   $ 30.0   $ 9.3  

5.      Property and Equipment
Property and equipment consist of the following:

December 31,
Useful Lives (Years) 2025 2024
Computer and data processing equipment 3 - 5
$ 167.7   $ 204.7  
Building and leasehold improvements 5 - 25
144.3   133.6  
Machinery and equipment 5 - 10
51.7   50.0  
Computer software 3 - 5
29.1   35.3  
Furniture and fixtures 5 - 10
32.2   31.1  
Land -* 27.7   27.7  
Revenue generating assets 1 - 5
1.7   1.8  
Construction in progress -* 20.4   28.2  
Property and equipment, gross 474.8   512.4  
Less: Accumulated depreciation ( 303.3 ) ( 320.4 )
Property and equipment, net $ 171.5   $ 192.0  

*Asset is not depreciated.
During 2025, 2024, and 2023, the Company recorded disposals of $ 69 million, $ 37 million, and $ 56 million, respectively, to derecognize Property and equipment that were no longer in use.
Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $ 48 million, $ 53 million, and $ 52 million, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

6.      Goodwill and Other Intangible Assets
Goodwill
The changes in Goodwill by reportable segment are as follows:

Corporate Small Business Public Other (1)
Consolidated
Balances as of December 31, 2023 (2)
$ 2,153.1   $ 230.2   $ 1,695.1   $ 335.0   $ 4,413.4  

Acquisition activity (3)
217.7   —   0.4   —   218.1  
Foreign currency translation —   —   —   ( 11.1 ) ( 11.1 )
Balances as of December 31, 2024 (2)
2,370.8   230.2   1,695.5   323.9   4,620.4  
Acquisition activity (4)
2.7   —   16.6   —   19.3  
Foreign currency translation —   —   —   22.6   22.6  
Balances as of December 31, 2025 (2)
$ 2,373.5   $ 230.2   $ 1,712.1   $ 346.5   $ 4,662.3  

(1) Other is comprised of CDW UK and CDW Canada operating segments.
(2) Goodwill is net of accumulated impairment losses of $ 1,571 million, $ 354 million, and $ 28 million related to the Corporate, Public, and Other segments, respectively, recorded in 2008 and 2009.
(3) The acquisition of Mission is fully allocated to the Corporate segment. For additional information regarding the acquisition of Mission, see Note 3 (Acquisitions). Remaining activity in the Public segments includes other immaterial acquisitions.
(4) Includes an immaterial acquisition and adjustments related to Mission upon finalizing the purchase accounting.
The Company performed qualitative impairment assessments for all reporting units during the fourth quarter of 2025 and 2024 and concluded that it was more likely than not that the fair values of all reporting units exceeded their respective carrying values and, therefore, no impairment existed. The Company performed a quantitative impairment assessment for all reporting units during the fourth quarter of 2023 and determined that the fair values of each reporting unit substantially exceeded their carrying values and, therefore, no impairment existed.
Other Intangible Assets
A summary of intangible assets is as follows:

December 31, 2025 Useful Lives (Years) Gross Carrying Amount Accumulated
Amortization Net Carrying Amount
Customer relationships 3 - 14
$ 3,496.2   $ ( 2,517.5 ) $ 978.7  
Trade name 1 - 20
448.5   ( 409.7 ) 38.8  
Internally developed software 3 - 5
436.0   ( 293.0 ) 143.0  
Other 1 - 10
35.0   ( 9.1 ) 25.9  
Total $ 4,415.7   $ ( 3,229.3 ) $ 1,186.4  

December 31, 2024 Useful Lives (Years) Gross Carrying Amount Accumulated
Amortization Net Carrying Amount
Customer relationships 3 - 14
$ 3,478.1   $ ( 2,361.6 ) $ 1,116.5  
Trade name 1 - 20
449.6   ( 387.6 ) 62.0  
Internally developed software 3 - 5
391.6   ( 246.9 ) 144.7  
Other 1 - 10
35.6   ( 2.2 ) 33.4  
Total $ 4,354.9   $ ( 2,998.3 ) $ 1,356.6  

During the years ended December 31, 2025, 2024, and 2023, the Company recorded disposals of $ 32 million, $ 155 million and $ 33 million, respectively, to derecognize intangible assets that were no longer in use.
During the years ended December 31, 2025, 2024, and 2023, the Company recorded amortization expense related to intangible assets of $ 248 million, $ 222 million and $ 219 million, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Estimated future amortization expense related to intangible assets is as follows:

Years ending December 31, Estimated Future Amortization Expense
2026 $ 249.0  
2027 208.4  
2028 158.5  
2029 126.7  
2030 124.1  
Thereafter 319.7  
Total future amortization expense $ 1,186.4  

7.      Inventory Financing Agreements
The Company has entered into agreements with financial institutions to facilitate the purchase of inventory from designated suppliers under certain terms and conditions to enhance liquidity. Under these agreements, the Company receives extended payment terms and agrees to pay the financial institution a stated amount of confirmed invoices from its designated suppliers. The Company does not incur any interest or other incremental expenses associated with these agreements as balances are paid when they are due. Additionally, the Company has no involvement in establishing the terms or conditions of the arrangements between its suppliers and the financial institution.
The amounts outstanding under these agreements as of December 31, 2025 and 2024 were $ 353 million and $ 355 million , respectively, and are separately presented as Accounts payable-inventory financing on the Consolidated Balance Sheets. The majority of such outstanding amounts relates to a floor plan sub-facility that is incorporated in the Company’s Revolving Loan Facility, as defined within Note 8 (Debt). A portion of the Company’s availability under the Revolving Loan Facility is reserved to cover the obligation to pay the financial institution. For additional information regarding the Revolving Loan Facility, see Note 8 (Debt).
The following table details the changes in the Company’s confirmed obligations outstanding related to inventory financing agreements:

As of December 31,
2025 2024
Confirmed obligations outstanding as of January 1 $ 355.2   $ 430.9  
Invoices confirmed during the period 2,370.0   2,388.1  
Confirmed invoices paid during the period ( 2,372.6 ) ( 2,463.8 )
Confirmed obligations outstanding as of December 31 $ 352.6   $ 355.2  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

8.      Debt

As of December 31,
Maturity Date Interest Rate 2025 2024
Credit Facility
Senior unsecured revolving loan facility December 2026 Variable $ —   $ —  
Senior unsecured revolving loan facility December 2030 Variable —   —  

Term Loan
Senior unsecured term loan facility December 2026 Variable —   634.5  
Senior unsecured term loan facility December 2030 Variable 634.5   —  

Unsecured Senior Notes

Senior notes due 2025 May 2025 4.125   % —   211.1  
Senior notes due 2026 December 2026 2.670   % 1,000.0   1,000.0  
Senior notes due 2028 April 2028 4.250   % 600.0   600.0  
Senior notes due 2028 December 2028 3.276   % 500.0   500.0  
Senior notes due 2029 February 2029 3.250   % 700.0   700.0  
Senior notes due 2030 March 2030 5.100   % 600.0   600.0  
Senior notes due 2031 December 2031 3.569   % 1,000.0   1,000.0  
Senior notes due 2034 August 2034 5.550   % 600.0   600.0  
Total unsecured senior notes 5,000.0   5,211.1  

Receivable financing liability 15.3   21.2  
Other long-term obligations 5.5   8.8  
Unamortized debt issuance costs and discount ( 25.5 ) ( 32.8 )
Current maturities of long-term debt ( 1,007.5 ) ( 235.8 )
Total long-term debt $ 4,622.3   $ 5,607.0  

As of December 31, 2025, the Company is in compliance with the covenants under its credit agreements and indentures.
Senior Credit Facility
In December 2025, the Company entered into a new credit agreement (the “Senior Credit Facility”) consisting of a five‑year $ 2.25 billion senior unsecured revolving loan facility (the “Revolving Loan Facility”) and a five‑year $ 634.5 million senior unsecured term loan facility (the “Term Loan Facility”) with a variable interest rate. The interest rate for the Senior Credit Facility is based on Secured Overnight Financing Rate (“SOFR”) plus a margin based on the Company’s senior unsecured rating.
The Company can draw tranches from the Revolving Loan Facility denominated in US dollars, British pounds, Canadian dollars, or Euros. The Revolving Loan Facility is used by the Company for borrowings, issuances of letters of credit, and floorplan financing. The Revolving Loan Facility replaced the Company’s previous senior unsecured revolving loan facility and increased the borrowing capacity available to the Company by $ 650 million. As of December 31, 2025, the Company could have borrowed up to an additional $ 1.9  billion under the Revolving Loan Facility. As of December 31, 2025, the Revolving Loan Facility had $ 324 million reserved for the floorplan sub-facility. The net loss recognized on extinguishment of the previous revolving loan facility due December 2026 was insignificant for the year ended December 31, 2025.
No mandatory payments are required on the principal amount of the Term Loan Facility until its maturity date on December 17, 2030. The Term Loan Facility replaced the previous senior unsecured term loan facility. The net loss
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recognized on extinguishment of the previous term loan facility due December 2026 was insignificant for the year ended December 31, 2025.
Unsecured Senior Notes
The unsecured senior notes have a fixed interest rate, which is paid semi-annually. In August 2024, the Company completed the issuance of $ 600 million aggregate principal amount of 5.100 % Senior Notes due 2030 and $ 600 million aggregate principal amount of 5.550 % Senior Notes due 2034. The net proceeds from the Notes issuance were used to fund the settlement of the concurrent cash tender offer, the October 2024 redemption of the remaining 5.500 % Senior Notes due 2024 of $ 184 million, the $ 211 million repayment in May 2025 of the remaining aggregate principal amount of the 4.125 % Senior Notes due 2025 at maturity, and the payment of related accrued and unpaid interest, fees, and expenses.
Receivable Financing
The receivable financing liability relates to certain accounts receivable transferred to third-party financial institutions that did not qualify as a sale under the terms of the agreements. While the terms of such agreements are on a nonrecourse basis, the transfers of accounts receivable could not achieve certain criteria that would allow derecognition of the accounts receivable. The proceeds from these arrangements are recognized as a liability and the associated accounts receivable remains on the Consolidated Balance Sheets until the liability is settled. During the year ended December 31, 2025, the Company executed $ 14 million of transfers under these agreements.
Total Debt Maturities
As of December 31, 2025, aggregate future maturities of debt, excluding unamortized debt issuance costs, are as follows for the years ending December 31:

Years Debt Maturities
2026 $ 1,009.1  
2027 6.4  
2028 1,105.3  
2029 700.0  
2030 1,234.5  
Thereafter 1,600.0  
Total debt maturities $ 5,655.3  

Fair Value
The fair values of the unsecured senior notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets. The fair value of the Term Loan Facility was estimated using dealer quotes and other market observable inputs for comparable liabilities. The unsecured senior notes and Term Loan Facility were classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan Facility approximates fair value.
The approximate fair values and related carrying values of the Company’s long-term debt, including current maturities and excluding unamortized discount and unamortized debt issuance costs, were as follows:

December 31,
2025 2024
Fair value $ 5,552.5   $ 5,602.8  
Carrying value 5,655.3   5,875.6  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

9.      Fair Value Measurements and Financial Instruments
Derivative Instruments
The Company may use 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 following sections detail the Company’s derivative financial instruments.
Interest Rate Collars
The Company’s variable interest rate debt creates interest rate risk. The Company has interest rate collar agreements that provide for contractually specified interest rate cap and an interest rate floor based on SOFR. The Company receives payment from the counterparty if SOFR is greater than the cap or pays the counterparty if SOFR is below the floor. If SOFR is between the floor and cap, no payment is due to either party. There were no new interest rate collar agreements executed for the year ended December 31, 2025.
As of December 31, 2025, and December 31, 2024, the interest rate collar agreements were classified within Long-term liabilities - Accounts payable and other liabilities on the Consolidated Balance Sheets for which the fair value was not material. The total notional amount of the interest rate collar agreements was $ 400  million as of December 31, 2025, and December 31, 2024, which mature on September 30, 2026.
The fair value of the Company’s interest rate collar agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate collar agreements is derived using a discounted cash flow analysis on the expected cash receipts or cash disbursements that would occur if variable interest rates rise above or fall below the strike rates of the interest rate cap and interest rate floor, respectively. This analysis reflects the contractual terms of the interest rate collar agreements, including the period to maturity, and uses observable market-based inputs, including SOFR 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.
The interest rate collars 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, net in the period when the hedged forecasted transaction affects earnings. During the year ended December 31, 2025, the change in fair value for the effective portion of the derivative financial instruments and the reclassification from AOCL to Interest expense, net was not material.
Short-term Investments
Short-term investments, which have a maturity that extends beyond three months but within one year, is comprised of a certificate of deposit. The certificate of deposit with a principal amount of $ 211  million matured in April 2025 of which the proceeds were used to repay the remaining aggregate principal amount of the 4.125 % Senior Notes due 2025. As of December 31, 2025, there were no Short-term investments outstanding on the Consolidated Balance Sheets.

10.      Income Taxes
Income before income taxes was taxed under the following jurisdictions:

Year Ended December 31,
2025 2024 2023
Domestic $ 1,261.8   $ 1,312.5   $ 1,298.1  
Foreign 165.6   122.9   152.1  
Total $ 1,427.4   $ 1,435.4   $ 1,450.2  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Components of Income tax expense (benefit) consist of the following:

Year Ended December 31,
2025 2024 2023
Current:
Federal $ 242.7   $ 267.4   $ 267.3  
State 70.5   72.8   69.7  
Foreign 46.3   31.5   41.6  
Total current 359.5   371.7   378.6  
Deferred:
Federal 9.3   ( 13.1 ) ( 22.9 )
State ( 6.7 ) ( 0.9 ) ( 6.4 )
Foreign ( 1.3 ) ( 0.1 ) ( 3.4 )
Total deferred 1.3   ( 14.1 ) ( 32.7 )
Income tax expense $ 360.8   $ 357.6   $ 345.9  

The following table is a reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective income tax rate for the year ended December 31, 2025, based on the adoption of ASU 2023-09:

Year Ended December 31,
2025
Statutory federal income tax rate $ 299.7   21.0   %
State and local tax, net of federal income tax effect (1)
50.5   3.5  
Foreign tax effects 10.0   0.7  

Nontaxable or nondeductible items:
Excess tax benefits on equity awards ( 3.1 ) ( 0.2 )
Other nontaxable or nondeductible items 10.3   0.7  

Total nontaxable or nondeductible items 7.2   0.5  
Other ( 6.6 ) ( 0.5 )
Effective income tax rate $ 360.8   25.3   %

(1) The states that contribute the majority (greater than 50%) of the tax effect in this category include Illinois, California, New York, and New Jersey for the year-ended December 31, 2025.

The following table is a reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the effective income tax rate for the years ended December 31, 2024 and 2023 prior to the adoption of ASU 2023-09.

Year Ended December 31,
2024 2023
Statutory federal income tax rate $ 301.4   21.0   % $ 304.5   21.0   %
State taxes, net of federal effect 60.0   4.2   55.8   3.8  
Excess tax benefit of equity awards ( 15.5 ) ( 1.1 ) ( 29.6 ) ( 2.0 )
Tax on foreign earnings 5.8   0.4   8.5   0.6  

Other 5.9   0.4   6.7   0.5  
Effective income tax rate $ 357.6   24.9   % $ 345.9   23.9   %

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

The following table presents income taxes paid, net of refunds, for the year ended December 31, 2025, based on the adoption of ASU 2023-09:

Year Ended December 31,
2025
Federal $ 212.4  
State 65.8  
Foreign
UK 29.6  
All other foreign 18.2  
Total $ 326.0  

In 2025, the UK was the only jurisdiction with cash taxes paid that equaled or exceeded 5% of total income taxes paid.

The tax effect of temporary differences that give rise to net deferred income tax liabilities is presented below.

December 31,
2025 2024
Deferred tax assets:
Contract liabilities $ 45.8   $ 33.5  
Equity compensation plans 28.2   29.4  
Net operating loss and credit carryforwards, net 32.0   40.2  
Payroll and benefits 5.8   10.3  
Operating lease liabilities 43.2   38.7  
Accounts receivable 27.3   20.7  
Other 20.4   22.5  
Total deferred tax assets 202.7   195.3  

Deferred tax liabilities:
Acquisition-related intangibles 251.6   279.8  
Property and equipment 42.8   14.7  

Operating lease right-of-use assets 28.4   22.5  
Other 28.6   23.0  
Total deferred tax liabilities 351.4   340.0  
Deferred tax asset valuation allowance 22.5   21.9  
Net deferred tax liabilities $ 171.2   $ 166.6  

The Company has income tax net operating losses of $ 108 million that do not expire and international tax credit carryforwards of $ 17 million, which expire in 2027.
The Company is indefinitely reinvested in its UK business, and therefore did not provide for any US deferred taxes on the earnings of the UK business. The Company is not permanently reinvested in its Canadian business and therefore has recognized deferred tax liabilities of $ 9 million as of December 31, 2025, related to Canada withholding taxes on earnings of its Canadian business.
In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service (“IRS”). In general, the Company is no longer subject to audit by the IRS or state, local, or foreign taxing authorities for tax years through 2014. Various taxing authorities are in the process of auditing income tax returns of the Company and its subsidiaries. The Company does not anticipate that any adjustments from the audits would have a material impact on its Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Changes in the Company’s unrecognized tax benefits as of December 31, 2025, 2024, and 2023 were as follows:

Year Ended December 31,
2025 2024 2023

Balance as of January 1 $ 19.7   $ 19.3   $ 18.7  
Additions/reductions for current year and prior year ( 1.2 ) 0.4   0.6  

Balance as of December 31 $ 18.5   $ 19.7   $ 19.3  

As of December 31, 2025, the Company had $ 19 million of unrecognized tax benefits that, if recognized, would have decreased income taxes and the corresponding effective income tax rate and increased net income. The impact of recognizing these tax benefits, net of the federal income tax benefit related to unrecognized state income tax benefits, would be approximately $ 15 million.

11.      Leases
The Company has operating leases primarily for real estate, data centers, and equipment. Remaining lease terms are up to 10 years.
Supplemental Consolidated Balance Sheets information related to the Company’s operating leases is as follows:

December 31,
Lease Balance Sheet Presentation 2025 2024
Operating lease right-of-use asset Operating lease right-of-use assets $ 136.7   $ 120.2  

Current operating lease liabilities Accrued expenses and other current liabilities - Other $ 32.9   $ 32.2  
Long-term operating lease liabilities Long-term liabilities - Operating lease liabilities 157.8   149.1  
Total lease liabilities $ 190.7   $ 181.3  

December 31,
Lease term and discount rate 2025 2024
Weighted average remaining lease term (years) 7.2 7.9

Weighted average discount rate 4.19   % 4.26   %

Operating lease cost, inclusive of variable and short-term lease cost, for the years ended December 31, 2025, 2024, and 2023 was $ 59 million, $ 60 million, and $ 62 million, respectively.
As of December 31, 2025, aggregate future maturities of operating lease liabilities are as follows for the years ending December 31:

Years Operating Lease Liabilities
2026 $ 40.8  
2027 36.2  
2028 31.3  
2029 23.8  
2030 20.9  
Thereafter 71.5  
Total lease payments $ 224.5  
Less: Interest ( 32.7 )
Less: Lease Incentives (1)
( 1.1 )
Present value of lease liabilities $ 190.7  

(1) Includes lease incentives that will be realized in 2026.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

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

Year Ended December 31,
2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 46.0   $ 44.0   $ 41.7  
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 41.6   $ 18.7   $ 24.6  

12.      Stockholders’ Equity
Share Repurchase Program
The Company has a share repurchase program under which it may repurchase shares of its common stock from time to time in privately negotiated transactions, open market purchases or other transactions as permitted by securities laws and other legal requirements. The timing and amounts of any purchases will be based on market conditions and other factors including but not limited to share price, regulatory requirements, and capital availability. The share repurchase program does not obligate the Company to repurchase any minimum dollar amount or number of shares and the program may be modified, suspended, or discontinued at any time. All shares repurchased under the share repurchase program are retired and recorded under the par value method on the accompanying Consolidated Balance Sheets.
During 2025, the Company repurchased 4.0  million shares of its common stock for $ 653  million under the share repurchase program. On February 5, 2025, the Company announced that its Board of Directors authorized a $ 750  million increase to the share repurchase program. As of December 31, 2025, the Company has approximately $ 685 million remaining under the program.

13.      Equity-Based Compensation
Equity-based compensation expense, which is recorded in Selling and administrative expenses in the Consolidated Statements of Operations was as follows:

Year Ended December 31,
2025 2024 2023
Equity-based compensation expense $ 83.6   $ 64.7   $ 93.7  
Income tax benefit (1)
( 13.4 ) ( 10.8 ) ( 17.3 )
Equity-based compensation expense, net of tax $ 70.2   $ 53.9   $ 76.4  

(1) Represents equity-based compensation tax expense at the statutory tax rates. Excess tax benefits associated with equity awards are excluded from this disclosure. The excess tax benefits associated with equity awards related to federal taxes are separately disclosed in Note 10 (Income Taxes) for the year ended December 31, 2025. The excess tax benefits associated with equity awards related to federal, state and foreign taxes are separately disclosed in Note 10 (Income Taxes) for the years ended December 31, 2024 and 2023.
The total unrecognized compensation cost related to non-vested awards was $ 97 million as of December 31, 2025, and is expected to be recognized over a weighted-average period of 1.9 years.
Long-Term Incentive Plan
The 2021 Long-Term Incentive Plan (“2021 LTIP”) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, and performance awards. The maximum aggregate number of shares of the Company’s common stock that may be issued under the 2021 LTIP is 22.1  million shares. As of December 31, 2025, 5.8 million shares were available for issuance under the 2021 LTIP. Authorized but unissued shares are reserved for issuance in connection with equity-based awards.
Stock Options
The exercise price of a stock option granted is equal to the fair value of the underlying stock on the date of the grant. Stock options granted under the LTIP have a contractual term of ten years and generally vest ratably over three years . To estimate the fair value of options granted, the Company uses the Black-Scholes option pricing model.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

There were no stock options granted in the year ended December 31, 2025. The weighted-average assumptions used to value the stock options granted for the years ended December 31, 2024 and December 31, 2023 were as follows:

2024 2023
Weighted average grant date fair value $ 76.21   $ 64.77  
Expected volatility (1)
29.32   % 29.94   %
Risk-free rate (2)
4.07   % 3.80   %
Expected dividend yield 1.08   % 1.24   %
Expected term (in years) (3)
5.4 5.5

(1) Based on a weighting of the historical volatility and implied volatility.
(2) Based on a composite US Treasury rate.
(3) Based on contractual term length and on historical experience of both exercised and unexercised options.
Stock option activity for the year ended December 31, 2025, was as follows:

Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value
Outstanding at January 1, 2025
2,766,299   $ 134.15  
Granted —   —  
Forfeited/Expired ( 53,173 ) 195.68  
Exercised (1)
( 339,601 ) 86.97  
Outstanding at December 31, 2025
2,373,525   139.52   4.59 $ 52.4  

Vested and exercisable at December 31, 2025
2,184,456   $ 132.40   4.37 $ 52.4  
Expected to vest after December 31, 2025
189,069   $ 221.82   7.14

(1) The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 28 million, $ 66 million, and $ 97 million, respectively.
Restricted Stock Units (“RSUs”)
Restricted stock units represent the right to receive unrestricted shares of the Company’s stock at the time of vesting. RSUs granted under the 2021 LTIP vest either ratably over three years or cliff-vest at the end of three years . The fair value of RSUs is equal to the closing price of the Company’s common stock on date of grant.
RSU activity for the year ended December 31, 2025, was as follows:

Number of Units Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2025
491,352   $ 196.58  
Granted (1)
393,125   168.80  
Vested (2)
( 196,261 ) 192.23  
Forfeited ( 26,979 ) 190.28  
Non-vested at December 31, 2025
661,237   181.61  

(1) The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $ 168.80 , $ 203.24 , and $ 189.30 , respectively.
(2) The aggregate fair value of RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 38 million, $ 37  million, and $ 27  million, respectively.
Performance Share Units (“PSUs”)
Performance share units represent the right to receive unrestricted shares of the Company’s stock at the time of vesting. PSUs granted under the 2021 LTIP cliff-vest at the end of three years . The majority of the PSUs will vest
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

between 0 % to 200 % of the number of PSUs granted based on the Company’s performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period.
PSU activity for the year ended December 31, 2025, was as follows:

Number of Units Weighted-Average Grant-Date Fair Value
Non-vested at January 1, 2025
430,281   $ 210.22  
Granted (1)
260,230   173.02  
Attainment adjustment (2)
( 52,430 ) 196.70  
Vested (3)
( 236,834 ) 193.43  
Forfeited ( 21,620 ) 207.35  
Non-vested at December 31, 2025
379,627   197.22  

(1) The weighted-average grant date fair value of PSUs granted during the years ended December 31, 2025, 2024, and 2023 was $ 173.02 , $ 224.53 , and $ 210.30 , respectively.
(2) During the year ended December 31, 2025, the PSUs that vested at December 31, 2024, were adjusted to reflect final attainment.
(3) The aggregate fair value of PSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 46 million, $ 42 million, and $ 35 million, respectively.

14.      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:

Year Ended December 31,
2025 2024 2023
Basic weighted-average shares outstanding 131.3   133.8   134.6  
Effect of dilutive securities (1)
0.8   1.4   1.7  
Diluted weighted-average shares outstanding (2)
132.1   135.2   136.3  

(1) The dilutive effect of outstanding stock options, RSUs, PSUs, 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 0.3 million potential common shares excluded from diluted weighted-average shares outstanding for the years ended December 31, 2025, 2024, and 2023, respectively. Inclusion of these common shares in diluted weighted average shares outstanding would have had an anti-dilutive effect.

15.      Coworker Retirement and Other Compensation Benefits
Profit Sharing Plan and Other Savings Plans
The Company has a profit-sharing plan that includes a salary reduction feature established under the Internal Revenue Code Section 401(k) covering substantially all coworkers in the US. In addition, coworkers outside the US participate in other savings plans. Company contributions to the profit sharing and other savings plans are made in cash and determined at the discretion of the Board of Directors. For the years ended December 31, 2025, 2024, and 2023, the amounts expensed for these plans wer e $ 33 million , $ 27 million, and $ 20 million, respectively.
Coworker Stock Purchase Plan (“CSPP”)
The Company has a CSPP that provides the opportunity for eligible coworkers to acquire shares of the Company’s common stock through accumulated payroll deductions at a 5 % discount from the closing market price on the final day of the offering period. There is no additional compensation expense associated with the CSPP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

16.      Commitments and Contingencies
The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort, and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial, and local authorities, and by various partners, group purchasing organizations, and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company’s business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.
As of December 31, 2025, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company’s Consolidated Financial Statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.
The Company received a Civil Investigative Demand, issued by Department of Justice (“DOJ”) on June 11, 2024, in connection with a False Claims Act investigation. The DOJ requested information relating to bids that the Company submitted for contracts funded in whole or in part by the Schools and Libraries Program (E-Rate Program). The Company provided information in response to the CID in November 2024. The Company is unaware of any further activity in the matter and therefore is unable to assess the probability of any particular outcome or financial impact at this time.

17.      Segment Information
The Company has  three  reportable segments: “Corporate,” “Small Business,” and “Public.” In addition, there are  two  other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category (“Other”). The organizational structure of the Company’s segments is determined based on how the chief operating decision maker (“CODM”), who is the Chief Executive Officer, evaluates performance, allocates resources, and manages operations, which is primarily based on customer base. Specifically, the “Corporate” reportable segment is primarily comprised of private sector business customers with more than 250 employees in the US, the “Small Business” reportable segment is primarily comprised of private sector business customers with up to 250 employees in the US, and the “Public” reportable segment is comprised of government agencies and education and healthcare institutions in the US.
The accounting policies used to determine profit and loss measures are consistent across all reportable segments and on a consolidated basis. Additionally, the CODM reviews key profit and loss measures for each reportable segment consistently based on both segment Gross profit and Operating income. Specifically, the CODM reviews Gross profit by segment to evaluate forecasting and overall profitability performance and Operating income by segment to make investment strategy and performance-based compensation decisions. Segment information for Total assets and capital expenditures is not presented given that such information is not used in measuring segment performance or allocating resources between segments.
The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution, and fulfillment services to support the “Corporate,” “Small Business,” and “Public” segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to all of these segments based on a percent of Net sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal, and coworker services. Headquarters function costs that are not allocated to the segments and are included under the heading of “Headquarters” in the tables below.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Information about the Company’s segments for the years ended December 31, 2025, 2024, and 2023 is as follows:

Corporate Small Business Public Other Headquarters Total
2025:

Net sales $ 9,442.4   $ 1,726.7   $ 8,535.2   $ 2,719.8   $ —   $ 22,424.1  
Cost of sales 7,240.5   1,332.9   6,812.9   2,164.4   —   17,550.7  
Gross profit 2,201.9   393.8   1,722.3   555.4   —   4,873.4  
Other segment expense items (1)
1,312.6   190.6   972.0   401.2   341.4   3,217.8  
Operating income (loss) $ 889.3   $ 203.2   $ 750.3   $ 154.2   $ ( 341.4 ) $ 1,655.6  

Other Segment Information (2)

Depreciation and amortization expense $ 111.2   $ 7.4   $ 69.5   $ 29.0   $ 78.5   $ 295.6  

2024:

Net sales $ 8,837.2   $ 1,523.5   $ 8,157.7   $ 2,480.3   $ —   $ 20,998.7  
Cost of sales 6,737.7   1,170.6   6,498.5   1,989.5   —   16,396.3  
Gross profit 2,099.5   352.9   1,659.2   490.8   —   4,602.4  
Other segment expense items (1)
1,220.0   171.9   913.3   378.7   267.2   2,951.1  
Operating income (loss) $ 879.5   $ 181.0   $ 745.9   $ 112.1   $ ( 267.2 ) $ 1,651.3  

Other Segment Information (2)

Depreciation and amortization expense $ 76.5   $ 3.4   $ 55.4   $ 28.1   $ 111.9   $ 275.3  

2023:

Net sales $ 8,960.8   $ 1,556.0   $ 8,305.7   $ 2,553.5   $ —   $ 21,376.0  
Cost of sales 6,833.0   1,194.3   6,638.2   2,058.1   —   16,723.6  
Gross profit 2,127.8   361.7   1,667.5   495.4   —   4,652.4  
Other segment expense items (1)
1,281.0   184.4   932.5   353.3   220.3   2,971.5  
Operating income (loss) $ 846.8   $ 177.3   $ 735.0   $ 142.1   $ ( 220.3 ) $ 1,680.9  

Other Segment Information (2)

Depreciation and amortization expense $ 82.1   $ 4.7   $ 58.4   $ 30.1   $ 95.4   $ 270.7  

(1) Primarily includes payroll and other coworker costs, advertising expense, and other selling and administrative costs.
(2) Depreciation and amortization expense is primarily included within Other segment expense items.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

     Geographic Areas and Revenue Mix

  Year Ended December 31, 2025
Corporate Small Business Public Other Total
Geography (1)

United States $ 9,371.7   $ 1,699.9   $ 8,524.8   $ 24.8   $ 19,621.2  
Rest of World 70.7   26.8   10.4   2,695.0   2,802.9  
Total Net sales $ 9,442.4   $ 1,726.7   $ 8,535.2   $ 2,719.8   $ 22,424.1  

Major Product and Services
Hardware $ 6,402.6   $ 1,342.0   $ 6,336.0   $ 1,990.0   $ 16,070.6  
Software 2,053.7   275.4   1,483.1   390.8   4,203.0  
Services 923.9   91.0   697.4   323.4   2,035.7  
Other (2)
62.2   18.3   18.7   15.6   114.8  
Total Net sales $ 9,442.4   $ 1,726.7   $ 8,535.2   $ 2,719.8   $ 22,424.1  

Sales by Customer Channel
Corporate $ 9,442.4   $ —   $ —   $ —   $ 9,442.4  
Small Business —   1,726.7   —   —   1,726.7  
Government —   —   2,589.5   —   2,589.5  
Education —   —   3,109.6   —   3,109.6  
Healthcare —   —   2,836.1   —   2,836.1  
Other —   —   —   2,719.8   2,719.8  
Total Net sales $ 9,442.4   $ 1,726.7   $ 8,535.2   $ 2,719.8   $ 22,424.1  

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal $ 7,893.3   $ 1,495.1   $ 7,422.1   $ 2,286.1   $ 19,096.6  
Transferred at a point in time where CDW is agent 840.6   166.3   559.9   156.4   1,723.2  
Transferred over time where CDW is principal 708.5   65.3   553.2   277.3   1,604.3  
Total Net sales $ 9,442.4   $ 1,726.7   $ 8,535.2   $ 2,719.8   $ 22,424.1  

(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Year Ended December 31, 2024
Corporate Small Business Public Other Total
Geography (1)

United States $ 8,779.4   $ 1,499.8   $ 8,150.4   $ 27.3   $ 18,456.9  
Rest of World 57.8   23.7   7.3   2,453.0   2,541.8  
Total Net sales $ 8,837.2   $ 1,523.5   $ 8,157.7   $ 2,480.3   $ 20,998.7  

Major Product and Services
Hardware $ 6,015.5   $ 1,201.6   $ 6,225.1   $ 1,776.9   $ 15,219.1  
Software 1,863.0   228.7   1,320.5   392.2   3,804.4  
Services 898.5   75.8   593.6   299.4   1,867.3  
Other (2)
60.2   17.4   18.5   11.8   107.9  
Total Net sales $ 8,837.2   $ 1,523.5   $ 8,157.7   $ 2,480.3   $ 20,998.7  

Sales by Customer Channel
Corporate $ 8,837.2   $ —   $ —   $ —   $ 8,837.2  
Small Business —   1,523.5   —   —   1,523.5  
Government —   —   2,486.9   —   2,486.9  
Education —   —   3,167.3   —   3,167.3  
Healthcare —   —   2,503.5   —   2,503.5  
Other —   —   —   2,480.3   2,480.3  
Total Net sales $ 8,837.2   $ 1,523.5   $ 8,157.7   $ 2,480.3   $ 20,998.7  

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal $ 7,369.0   $ 1,325.6   $ 7,176.7   $ 2,101.7   $ 17,973.0  
Transferred at a point in time where CDW is agent 807.1   146.7   526.9   126.9   1,607.6  
Transferred over time where CDW is principal 661.1   51.2   454.1   251.7   1,418.1  
Total Net sales $ 8,837.2   $ 1,523.5   $ 8,157.7   $ 2,480.3   $ 20,998.7  

(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

Year Ended December 31, 2023
Corporate Small Business Public Other Total
Geography (1)

United States $ 8,894.5   $ 1,534.5   $ 8,299.4   $ 26.5   $ 18,754.9  
Rest of World 66.3   21.5   6.3   2,527.0   2,621.1  
Total Net sales $ 8,960.8   $ 1,556.0   $ 8,305.7   $ 2,553.5   $ 21,376.0  

Major Product and Services
Hardware $ 6,216.9   $ 1,242.3   $ 6,460.4   $ 1,783.0   $ 15,702.6  
Software 1,772.3   232.8   1,295.4   498.8   3,799.3  
Services 909.1   62.6   531.5   258.1   1,761.3  
Other (2)
62.5   18.3   18.4   13.6   112.8  
Total Net sales $ 8,960.8   $ 1,556.0   $ 8,305.7   $ 2,553.5   $ 21,376.0  

Sales by Customer Channel
Corporate $ 8,960.8   $ —   $ —   $ —   $ 8,960.8  
Small Business —   1,556.0   —   —   1,556.0  
Government —   —   2,669.1   —   2,669.1  
Education —   —   3,298.3   —   3,298.3  
Healthcare —   —   2,338.3   —   2,338.3  
Other —   —   —   2,553.5   2,553.5  
Total Net sales $ 8,960.8   $ 1,556.0   $ 8,305.7   $ 2,553.5   $ 21,376.0  

Timing of Revenue Recognition
Transferred at a point in time where CDW is principal $ 7,515.7   $ 1,374.1   $ 7,411.1   $ 2,212.0   $ 18,512.9  
Transferred at a point in time where CDW is agent 778.0   145.3   480.6   117.9   1,521.8  
Transferred over time where CDW is principal 667.1   36.6   414.0   223.6   1,341.3  
Total Net sales $ 8,960.8   $ 1,556.0   $ 8,305.7   $ 2,553.5   $ 21,376.0  

(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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

The following table presents Net sales by major category for the years ended December 31, 2025, 2024, and 2023. Categories are based upon internal classifications.

Year Ended December 31,
2025 2024
2023

Net Sales Percentage
of Total Net
Sales Net Sales Percentage
of Total Net
Sales Net Sales Percentage
of Total Net
Sales
Hardware:
Notebooks/Mobile Devices $ 5,638.0   25.1   % $ 5,089.9   24.2   % $ 4,690.5   21.9   %
Netcomm Products 2,687.3   12.0   2,538.2   12.1   3,185.4   14.9  
Collaboration 1,757.8   7.8   1,770.6   8.4   1,909.7   8.9  
Data Storage and Servers 2,151.9   9.6   2,133.8   10.2   2,240.7   10.5  
Desktops 1,332.8   5.9   1,111.2   5.3   1,069.1   5.0  
Other Hardware 2,502.8   11.2   2,575.4   12.3   2,607.2   12.3  
Total Hardware 16,070.6   71.6   15,219.1   72.5   15,702.6   73.5  

Software (1)
4,203.0   18.7   3,804.4   18.1   3,799.3   17.8  
Services (1)
2,035.7   9.1   1,867.3   8.9   1,761.3   8.2  
Other (2)
114.8   0.6   107.9   0.5   112.8   0.5  
Total Net sales $ 22,424.1   100.0   % $ 20,998.7   100.0   % $ 21,376.0   100.0   %

(1) Certain software and services revenues are recorded on a net basis as the Company is acting as an agent in the transaction. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.
(2) Includes items such as delivery charges to customers.
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CDW CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data, unless otherwise noted)

18.     Subsequent Events

As of December 31, 2025, the Company managed and reported its operating results through three reportable segments: “Corporate,” “Small Business,” and “Public.” 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”).
Effective January 1, 2026, the Company realigned its customer-facing organization to better align with the evolving needs of the Company’s customers and end markets. As a result of this realignment, the Company revised its internal reporting structure, which will change the manner in which the CODM evaluates performance, allocates resources, and manages operations. As a result, the Company will have three reportable segments in the US: “Commercial,” “Government,” and “Education.” The “Commercial” segment will have three customer channels representing corporate, financial services, and healthcare customers. CDW UK and CDW Canada will remain unchanged in this new reporting structure. The Company will reflect this change in segment presentation, including recast historical results, in its periodic and annual reports beginning with the period ending March 31, 2026.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Management based this assessment on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013 framework).”
Based on its assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting is effective.
Ernst & Young LLP, independent registered public accounting firm, has audited the Consolidated Financial Statements of the Company and the Company’s internal control over financial reporting and has included their reports herein.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CDW Corporation
Opinion on Internal Control Over Financial Reporting
We have audited CDW Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CDW Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 20, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 2026

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Item 9B. Other Information
None .

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10. Directors, Executive Officers and Corporate Governance

See Part I - “Information about our Executive Officers” for the biographical information of our executive officers, which is incorporated by reference in this Item 10. The remaining information required under this Item 10 is incorporated herein by reference to the sections entitled “Corporate Governance – Board Committees,” “Corporate Governance – Code of Business Conduct and Ethics,” “Corporate Governance – Insider Trading Policies,” and “Proposal 1 – Election of Directors” in our definitive proxy statement for our 2026 annual meeting of stockholders on May 21, 2026 (“2026 Proxy Statement”), which we will file with the SEC on or before April 30, 2026.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our 2026 Proxy Statement in a section entitled “Ownership of Our Common Stock - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

Item 11. Executive Compensation

Information required under this Item 11 is incorporated herein by reference to the sections entitled “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Director Compensation,” “Compensation Committee Report,” and “2025 Executive Compensation” in the 2026 Proxy Statement; provided that the information under the subheading “Pay Versus Performance” under the principal heading “2025 Executive Compensation” in the 2026 Proxy Statement is not incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required under this Item 12 is incorporated herein by reference to the sections entitled “Ownership of Our Common Stock” and “Equity Compensation Plan Information” in the 2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required under this Item 13 is incorporated herein by reference to the sections entitled “Corporate Governance – Independence of Our Board of Directors” and “Corporate Governance – Related Person Transactions” in the 2026 Proxy Statement.

Item 14. Principal Accountant Fees and Services

Information required under this Item 14 is incorporated herein by reference to the sections entitled “Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm – Fees Paid to EY” and “Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm – Audit Committee Approval Policies and Procedures” in the 2026 Proxy Statement.
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PART IV

Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements and Schedules
The following documents are filed as part of this report:
(1) Consolidated Financial Statements:

  Page

Report of Independent Registered Public Accounting Firm
41

Consolidated Balance Sheets as of December 31, 202 5 and 202 4
43

Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
44

Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
45

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
46

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023
47

Notes to Consolidated Financial Statements
48

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements or notes thereto.
(b) Exhibits

Incorporated by Reference
Exhibit No. Exhibit Description Form Exhibit Filing Date Filed Herewith
3.1 Seventh Amended and Restated Certificate of Incorporation of CDW Corporation
8-K 3.1 5/22/2023
3.2 Amended and Restated Bylaws of CDW Corporation
8-K 3.1 12/18/2024
4.1 Description of CDW Corporation’s Common Stock
X
4.2 Specimen Common Stock Certificate
S-1/A 4.1 6/25/2013
4.3 Base Indenture , dated as of December 1, 2014, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank National Association as trustee
8-K 4.1 12/1/2014
4.4 Fourth Supplemental Indenture, dated as of September 26, 2019, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank National Association as trustee
8-K 4.2 9/26/2019
4.5 Form of 4.250% Senior Note (included as Exhibit A to Exhibit 4.4)
8-K 4.2 9/26/2019
4.6 Sixth Supplemental Indenture , dated as of August 13, 2020, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank National Association as trustee
8-K 4.2 8/13/2020
4.7 Form of 3.25% Senior Note (included as Exhibit A to Exhibit 4. 6 )
8-K 4.2 8/13/2020
4.8 Seventh Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee
8-K 4.2 12/1/2021
4.9 Form of 2.670% Senior Note (included as Exhibit A to Exhibit 4. 8 )
8-K 4.2 12/1/2021
4.10 Eighth Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee
8-K 4.4 12/1/2021
4.11 Form of 3.276% Senior Note (included as Exhibit A to Exhibit 4.1 0 )
8-K 4.4 12/1/2021

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4.12 Ninth Supplemental Indenture, dated as of December 1, 2021, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto, and U.S. Bank National Association as trustee
8-K 4.6 12/1/2021
4.13 Form of 3.569% Senior Note (included as Exhibit A to Exhibit 4.1 2 )
8-K 4.6 12/1/2021
4.14 Eighteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank Trust Company, National Association as trustee
8-K 4.2 8/22/2024
4.15 Form of 5.100% Senior Note (included as Exhibit A to Exhibit 4. 14 )
8-K 4.2 8/22/2024
4.16 Nineteenth Supplemental Indenture, dated as of August 22, 2024, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the other guarantors party thereto , and U.S. Bank Trust Company, National Association as trustee
8-K 4.4 8/22/2024
4.17 Form of 5.550% Senior Note (included as Exhibit A to Exhibit 4. 16 )
8-K 4.4 8/22/2024
10.1 Credit Agreement, dated as of December 17, 2025, by and among CDW LLC, CDW Finance Holdings Limited, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Commercial Distribution Finance, LLC, as floorplan funding agent, and the joint lead arrangers, joint bookrunners, co-syndication agents, and co-documentation agents party thereto
8-K 10.1 12/23/2025
10.2** Form of Compensation Protection Agreement effective 2023-2025
8-K 10.1 11/14/2022
10.3** Form of Compensation Protection Agreement effective 2026-2028
8-K 10.2 12/23/2025
10.4** Form of Indemnification Agreement by and between CDW Corporation and its directors and executive officers
S-1 10.32 6/14/2013
10.5** CDW Corporation Senior Management Incentive Plan, as Amended and Restated Effective January 1, 2020
10-Q 10.1 8/5/2020
10.6** CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan
8-K 10.1 5/19/2016
10.7** CDW Corporation 2021 Long-Term Incentive Plan
8-K 10.1 5/21/2021
10.8** Form of Stock Option Agreement under the CDW Corporation Amended and Restated 2013 Long-Term Incentive Plan
10-K 10.22 3/1/2017
10.9** Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 202 3
10-K 10.14 2/28/2022
10.10** Form of Stock Option Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, 2023
10-K 10.13 2/24/2023
10.11** Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted prior to February 15, 2023
10-K 10.17 2/28/2022
10.12** Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 15, 2023 and prior to March 5, 2025
10-K 10.16 2/24/2023
10.13** Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to March 5, 2025
10-K 10.19 2/24/2023
10.14** Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026
10-K 10.20 2/24/2023
10.15** Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards prior to February 13, 2026
10-Q 10.1 5/3/2023
10.16** CDW LLC Nonqualified Deferred Compensation Plan
10-Q 10.3 8/4/2021
10.17** First Amendment to the CDW LLC Nonqualified Deferred Compensation Plan
10-Q 10.2 5/3/2023

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10.18** CDW Director Deferred Compensation Plan
10-K 10.23 2/28/2022
10.19** Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025
10-Q 10.1 5/7/2025
10.20** Form of Performance Share Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025
10-Q 10.2 5/7/2025
10.21** Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025
10-Q 10.3 5/7/2025
10.22** Form of Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for certain awards on or after March 5, 2025
10-Q 10.4 5/7/2025
10.23** Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned prior to January 1, 2026
10-Q 10.5 5/7/2025
10.24** Letter of Understanding, dated as of October 27, 2025, by and among CDW Corporation, CDW LLC, and Sona Chawla
X
10.25** Form of Non-Employee Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026
X
10.26** Form of Lead Independent Director Restricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for awards granted on or after February 13, 2026
X
10.27** Form of Non-Employee Director Unrestricted Stock Unit Award Agreement under the CDW Corporation 2021 Long-Term Incentive Plan for share units issued in lieu of cash retainer fees earned on or after January 1, 2026
X
19 CDW Corporation Policy on Insider Trading
10-K 19.1 2/21/2025
21 List of subsidiaries
X
22 List of Issuer and Guarantor subsidiaries
X
23 Consent of Ernst & Young LLP
X
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
X
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
X
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

97** CDW Corporation Restatement Disgorgement Policy
10-K 97.1 2/26/2024
101.INS XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X

*    These items are furnished and not filed.
**    A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

  CDW CORPORATION

Date: February 20, 2026   By: /s/ Christine A. Leahy
  Christine A. Leahy
  Chair, President, and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Signature Title Date

/s/ Christine A. Leahy Chair, President, and Chief Executive Officer
(principal executive officer) February 20, 2026
Christine A. Leahy

/s/ Albert J. Miralles Chief Financial Officer and Executive Vice President, Enterprise Business Operations
(principal financial officer) February 20, 2026
Albert J. Miralles

/s/ Peter R. Locy Senior Vice President, Controller and Chief Accounting Officer
(principal accounting officer) February 20, 2026
Peter R. Locy

/s/ Virginia C. Addicott Director February 20, 2026
Virginia C. Addicott

/s/ James A. Bell Director February 20, 2026
James A. Bell

/s/ Lynda M. Clarizio Director February 20, 2026
Lynda M. Clarizio

/s/ Anthony R. Foxx Director February 20, 2026
Anthony R. Foxx

/s/ Kelly J. Grier Director February 20, 2026
Kelly J. Grier

/s/ Marc E. Jones Director February 20, 2026
Marc E. Jones

/s/ Sanjay Mehrotra Director February 20, 2026
Sanjay Mehrotra

/s/ David W. Nelms Director February 20, 2026
David W. Nelms

/s/ Joseph R. Swedish Director February 20, 2026
Joseph R. Swedish

/s/ Donna F. Zarcone Director February 20, 2026
Donna F. Zarcone

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