CDW : 2026 Annual Meeting CDW 2025 Annual Report

2025 Annual Report

8.7%

5-Year CAGR

7.3%

5-Year CAGR

FINANCIAL PERFORMANCE

$2.7 B

$2.8 B

CDW's Balanced Portfolio 2025 Net Sales - $22.4B

All six customer sales channels delivered approximately

$1.5 billion or greater in net sales.

$6.4 B

$3.1B

$2.6 B $1.7B

Corporate

(>250 employees)

Small Business

(≤250 employees)

Government

(Federal, State and Local)

Education

(K-12, Higher Ed)

Healthcare Other

(Canada, UK)

2020 2021 2022 2023 2024 2025

2020 2021 2022 2023 2024 2025

Non-GAAP Net Income* ($MM)

GAAP Net Income ($MM)

Non-GAAP Net Income per Diluted Share* ($)

Non-GAAP Net Income per Diluted Share Compound Annual Growth Rate

$1,342 $1,346

$1,287

$1,323

$1,116 $1,115 $1,104

$1,078 $1,067

$654

$686

$786

$6.76 $6.88 $6.52

$10.02

$7.67

$6.56

Return on Working Capital**

7.6 % 7.6 %

8.6 %

8.6 %

$1,647

$1,667

$2,036

$2,051

Non-GAAP Operating Income (NGOI)* ($MM)

GAAP Operating Income ($MM)

NGOI Margin* (%)

NGOI Compound Annual Growth Rate

$4.60

$4.65

$4.66

$4.87

Gross Profit ($B)

Gross Profit Compound Annual Growth Rate (CAGR)

6.7%

5-Year CAGR

2020 2021 2022 2023 2024 2025 2020 2021 2022 2023 2024 2025

* Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP net income and Non-GAAP net income per diluted share are non-GAAP financial measures. Please refer to "Use of Non-GAAP Financial Measures" on the inside back cover for further information.

** Return on Working Capital (ROWC) is defined as the percentage of Non-GAAP operating income aker tax divided by working capital.

Please refer to "Use of Non-GAAP Financial Measures" on the inside back cover for further information.

At CDW, everything we do revolves around meeting the needs of our customers.

CDW's integrated technology solutions and services helped approximately 250,000 business, government, education and healthcare customers in 150 countries navigate an increasingly complex IT landscape and optimize the return on their technology investment.

Our purpose-to make technology work so people can do great things-has never been more relevant. Artificial intelligence

is redefining what is possible and reshaping technology with unprecedented promise and risk. Choices are multiplying

at an exponential rate-what to adopt, how to buy and consume, and how to optimize and secure technology across environments that are more dynamic, interconnected, and financially complex than ever before. In a landscape moving this fast, decisive action is essential.

CDW is built for this moment. When complexity rises and the pace of change quickens, our value proposition becomes even more powerful. We pair deep customer insight with full-stack, full-lifecycle capabilities, and deliver clarity, confidence,

and speed when it matters most. That's why customers and partners turn to CDW to move faster, operate smarter, and stay ahead.

Complex Conditions. Critical Decisions.

Throughout 2025, our customers navigated an exceptionally dynamic landscape. Across our diverse end markets, organizations sought clarity on modernizing infrastructure, securing environments, and optimizing cloud and software investments-decisions made even more complex by the rapid pace of AI adoption. Customers needed a partner who could make technology work simply, securely, and cost-effectively. CDW delivered.

Precision Execution. Durable Returns.

In a year defined by remarkable complexity, our 2025 performance highlighted the strength of our model and the discipline of our execution. We stayed focused, adapted quickly, and kept our strategy moving forward. The team combined end-market expertise and trusted relationships

with architectural depth to help customers achieve mission-critical outcomes and together delivered net sales of more than $22 billion, up 7 percent from a year ago; increased gross profit by 6 percent to nearly $5 billion; grew non-GAAP operating income by 3 percent to $2 billion; and increased non-GAAP EPS by 5 percent to a record $10.02 per share.

Adjusted free cash flow of $1.1 billion enabled the return of nearly $1 billion to stockholders through dividends and

repurchases, as well as continued investment in our strategy, including a capability-enhancing tuck-in acquisition. Since our 2013 IPO, our dividend has risen nearly 15-fold with

12 consecutive annual increases, and cumulative returns to stockholders now exceed $8 billion.

Strategic Discipline. Forward Momentum.

In 2025, we continued to invest with purpose-to win now and over the long term. We expanded capabilities, increased speed to market, and strengthened our differentiation with a broader, more powerful services portfolio. Services are core to our growth strategy: they deepen customer relationships and move CDW further up the technology value chain. That is why we are embedding services into every solution we deliver. And this strategy is working: over the past eight years our professional and managed services have grown

at a 16 percent compound annual rate.

A standout example of our success delivering services-led solutions is our selection as the Official IT Equipment Services and Solutions Provider for LA28 -the 2028 Olympic and Paralympic Games. LA28 represents one of the most demanding and high-stakes technology environments in the world and our partnership showcases CDW's ability to deliver mission-critical, complex solutions at extraordinary scale.

Unique Value Proposition

CDW sits between customers and vendor partners, creating value for both.

Customer

Value

Intimate Knowledge of IT Environment and Landscape

Partner

Vendor

Value

VALUE TO CUSTOMERS

• Broad selection of products and multi-branded IT solutions

• Value-added services with integration capabilities

• Highly skilled specialists and engineers

• Solutions across the full IT lifecycle

• Industry vertical expertise

  VALUE TO VENDOR PARTNERS

• Access to approximately 250,000 customers

• Large and established customer channels

• Strong distribution and implementation capabilities

• Customer relationships driving insight into technology roadmaps

• Industry vertical expertise

Relevance. Our Enduring Value.

As we enter 2026, our strategy continues to be guided by our north star: relevance - to customers and technology partners. Relevance defines how CDW wins. It is what customers pay for, and why partners choose us first. Relevance creates enduring value.

Scale is how we sustain our relevance. Scale drives speed, fuels adaptability, and enables us to meet customers where they are with the right expertise at the right moment.

Scale also powers one of CDW's defining strengths: our go-to-market engine-the extraordinary reach and depth of our more than 10,000 customer-facing coworkers, 1,000-plus technology partners, and more than 250,000 customers. Together, these touchpoints create intelligence

few can match-insight that elevates how we serve, simplifies complexity, and advances productivity.

In periods of rapid change, our touchpoints become a powerful force multiplier. In 2026, we are harnessing advanced AI to power repeatability across our customer end markets by productizing proven adoption patterns through our "Solutions Factory." We are also accelerating personalized, integrated experiences to make CDW easier to work with

and even more essential to our customers and partners.

By infusing data-driven insight across our digital platforms, we enhance today's customer experience and position CDW at the forefront of AI-powered engagement.

Delivering AI Value Across Our Diverse End Markets:

Two Customer Outcomes That Bring Our Impact to Life

CDW's integrated capabilities help a global enterprise unlock the power of AI and create meaningful, measurable impact.

A large enterprise turned to CDW to help build an advanced AI infrastructure solution-to maximize performance, protect sensitive data, and manage costs. They chose CDW for our deep partner ecosystem and our full-stack, full-lifecycle capabilities.

Our solution-a large, next-generation accelerated computing deployment-significantly increased actionable insights and delivered a dramatically reduced payback period compared to the equivalent cloud resources. And, it reduced long-term regulatory and data governance risk.

CDW's accessible solutions help a fast-growing mid-sized business scale smarter and deliver strong ROI with AI

A rapidly expanding, multi-location auto services company turned to CDW because its lean IT team was struggling to keep pace with growth. We delivered a modern IT service management platform powered by a generative AI virtual agent that serves as the first line of IT support.

The AI agent instantly resolves common issues, routes complex requests, and surfaces the right information in real time-while built-in governance safeguards ensure sensitive data is handled securely. The result: the IT team can hold headcount, focus on higher-value work, and capture the productivity-led ROI customers expect from AI.

"We enter 2026 at the powerful intersection of momentum and opportunity. While complexity and volatility are the new normal, those who execute with clarity will lead-and we intend to be at the forefront."

AI Solutions. Real Outcomes.

AI is not simply the next innovation cycle-it is a generational transformation reshaping how organizations operate, compete, and create impact. Customers don't just need access to AI; they need a partner who can help them adopt it quickly and with confidence.

This is where CDW excels. Our deep architectural expertise, expansive partner reach, unmatched delivery scale, and services-forward model equip customers to adopt AI in ways that fit their environments, risk profiles, and strategic priorities. And because we integrate AI directly into the tools people use every day-with a proven approach to change management, governance, and adoption-customers move faster, and partners reach further.

As with everything we do, CDW's AI portfolio is built around our customers. Vertical solutions map directly to the needs of each end market, from risk and fraud to clinical efficiency,

student success, citizen services, and merchandising. Horizontal solutions address universal priorities such as employee and customer experience, operations, security, and automation.

For every solution, services are built in from day one.

Our ambition is clear: make AI work-securely, responsibly, and at scale-for every customer. Delivering on this starts from within, and we are rigorously integrating AI across all our operations to serve customers with greater speed, precision, and impact. Our goal is to be AI-native, powered by AI-fluent teams and systems built for intelligence and speed.

AI will redefine the future, and we intend to lead the way. Leadership that begins with our exceptional coworkers.

Our Coworkers. Our Advantage.

Our coworkers are a powerful competitive advantage. They bring CDW's culture to life. Culture isn't a slogan-it's the operating system that transforms our scale and

strategy into results. The Circle of Service and the CDW Way keep us grounded in what matters most: customer success, integrity, and performance. We act as one, play to win, and think forward. These values strengthen trust and deepen the relationships that fuel our long-term performance.

To ensure our coworkers remain central to our success, we continue to invest in their growth-to expand skills,

including AI fluency, develop leadership at every level, and create an environment where exceptional talent can do its best work and build a career with lasting impact.

Positioned for Today. Ready for Tomorrow.

I have never been more confident in CDW's future. We enter 2026 at the powerful intersection of momentum and opportunity. While complexity and volatility are the new normal, those who execute with clarity will lead-and we intend to be at the forefront. Performance through change is in our DNA. Our scale, strategy, culture, and disciplined execution have sustained our leadership through every wave of technological transformation. AI represents the next wave, and we are ready.

As I look ahead, our priorities are clear and our commitment is unwavering: we will remain the partner of choice for customers and technology innovators in a world where change is constant and relevance defines enduring value.

Stronger. Together.

To our 250,000 customers worldwide: thank you for your trust. Your missions inspire our best work. To our 1,000 technology partners: thank you for your collaboration. Together, we expand what is possible and accelerate outcomes for customers. And to our 15,000 coworkers across the world: thank you for your unwavering commitment to customers.

You are our differentiator. You make amazing happen.

Christine A. Leahy

Chair, President and Chief Executive Officer April 10, 2026

Christine A. Leahy

Board of Directors

Virginia C. Addicott Former President and Chief Executive Officer, FedEx Custom Critical

James A. Bell

Lead Independent Director, CDW Corporation, Former Executive

Vice President, Corporate President and Chief Financial Officer,

The Boeing Company

Lynda M. Clarizio

Co-Founder and General Partner of The 98; Former Executive Vice President, Strategic Initiatives,

The Nielsen Company (US), LLC

Anthony R. Foxx

Emma Bloomberg Professor of the Practice of Public Policy and

Faculty Director of the Center for Public Leadership, Harvard Kennedy School of Government; Former United States Secretary of Transportation

Kelly J. Grier

Former U.S. Chair and Managing Partner (CEO), Ernst & Young LLP

Marc E. Jones

Chairman and Chief Executive Officer Emeritus, Aeris Communications, Inc.

Christine A. Leahy

Chair, President and Chief Executive Officer, CDW Corporation

Sanjay Mehrotra*

President and Chief Executive Officer, Micron Technology, Inc.

David W. Nelms Former Chairman and Chief Executive Officer,

Discover Financial Services, Inc.

Joseph R. Swedish

Former Chairman, President and Chief Executive Officer,

Anthem, Inc.

Donna F. Zarcone** Former President and Chief Executive Officer,

The Economic Club of Chicago

* Is not seeking reelection at the 2026 Annual Meeting.

** Is not seeking reelection at the 2026 Annual Meeting pursuant to our 15-year term limit.

Executive Officers

Christine A. Leahy

Chair, President and Chief Executive Officer

Elizabeth H. Connelly

Chief Commercial Officer and Executive Vice President

Frederick J. Kulevich

Chief Legal Officer, Executive Vice President, Risk and Compliance, and Corporate Secretary

Albert J. Miralles

Chief Financial Officer and Executive Vice President, Enterprise Business Operations

Mukesh Kumar

Chief Services and Solutions Officer and Executive Vice President

Katherine E. Sanderson

Chief Human Resources Officer and Executive Vice President, Coworker Success

Table of Contents

(Mark One)

Washington, D.C. 20549

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

For the fiscal year ended December 31, 2025

or

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

  For the transition period from to

  Commission File Number 001-35985

  
  
  CDW CORPORATION

  (Exact name of registrant as specified in its charter)

  Delaware 26-0273989

  (State or other jurisdiction of incorporation or organization)

  200 N. Milwaukee Avenue

  (I.R.S. Employer Identification No.)

  Vernon Hills, Illinois 60061

  (Address of principal executive offices) (Zip Code)

  (847) 465-6000

  (Registrant's telephone number, including area code)

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

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

  Securities registered pursuant to Section 12(g) of the Act: None

  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

  1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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

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

  Large accelerated filer		Accelerated filer	☐
  Non-accelerated filer	☐	Smaller reporting company	☐
  		Emerging growth company	☐

  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

  complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

  If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

  Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was $23,377 million, based on the per share closing sale price of $178.59 on that date.

  As of February 17, 2026, there were 128,993,588 shares of common stock, $0.01 par value, outstanding.

  DOCUMENTS INCORPORATED BY REFERENCE

  Certain parts of the registrant's definitive proxy statement for its 2026 annual meeting of stockholders to be held on May 21, 2026, which will be filed with the Securities and Exchange Commission on or before April 30, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K. Except as expressly incorporated by reference, the registrant's definitive proxy statement shall not be deemed to be part of this Annual Report.

  	‌CDW CORPORATION AND SUBSIDIARIES
  	ANNUAL REPORT ON FORM 10-K
  	Year Ended December 31, 2025
  	TABLE OF CONTENTS
  Item		Page
  PART I
  Item 1.	Business	5
  Item 1A.	Risk Factors	11
  Item 1B.	Unresolved Staff Comments	21
  Item 1C.	Cybersecurity	22
  Item 2.	Properties	22
  Item 3.	Legal Proceedings	22
  Item 4.	Mine Safety Disclosures	23
  PART II
  Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	24
  Item 6.	[RESERVED]	25
  Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
  Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
  Item 8.	Financial Statements and Supplementary Data	40
  Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
  Item 9A.	Controls and Procedures	77
  Item 9B.	Other Information	79
  Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	79
  PART III
  Item 10.	Directors, Executive Officers, and Corporate Governance	80
  Item 11.	Executive Compensation	80
  Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
  Item 13.	Certain Relationships and Related Transactions, and Director Independence	80
  Item 14.	Principal Accountant Fees and Services	80
  PART IV
  Item 15.	Exhibits and Financial Statement Schedules	81
  Item 16.	Form 10-K Summary	84

  SIGNATURES 85

  FORWARD-LOOKING STATEMENTS

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

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

  Important factors that could cause actual results or events to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this report and in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission ("SEC") filings and public communications. These factors include, among others:

  • relationships with our vendor partners and wholesale distributors and the terms of their agreements;

  • the ability of vendor partners, wholesale distributors, and third-party providers to fulfill their responsibilities and commitments and our reliance on certain key vendor partners and wholesale distributors;

  • our dependence on the continued innovations in technology by our vendor partners;

  • the use or capabilities of artificial intelligence and the challenges related to its adoption;

  • substantial competition that could reduce our market share;

  • the continuing development, maintenance, and operation of our information technology ("IT") systems;

  • potential breaches of data security and failure to protect our IT systems from cybersecurity threats;

  • potential failures to provide high-quality services to our customers;

  • potential losses of any key personnel, significant increases in labor costs, or ineffective workforce management;

  • potential service failures or disruptions related to outsourcing arrangements with certain business processes;

  • potential adverse occurrences at one of our primary facilities or third-party data centers, including as a result of climate change;

  • increases in the cost of commercial delivery services or disruptions of those services;

  • exposure to accounts receivable and inventory risks;

  • the costs and risks associated with, and the successful and timely execution and effects of, strategic investments or acquisitions or entry into joint ventures, including our ability to align our investment efforts with our strategic goals;

  • the volatility and rapidly changing state of the technology industry, and any resulting volatility in the market price of our stock;

  • the costs and risks associated with, and the successful and timely execution and effects of, our existing and any future business opportunities, expansions, initiatives, strategies, investments, and plans;

  • fluctuations in foreign currency and our operating results;

  • global and regional economic and political conditions, including the impact of inflationary pressures and the level of interest rates;

  • decreases, delays, or changes in spending on technology products and services, including impacts of adverse changes in government spending and funding policies, federal procurement policies, and US government shutdowns;

  • potential disruptions in the supply of products from our suppliers, including capacity limitations and cost increases resulting from heightened demand related to artificial intelligence workloads;

  • potential failures to comply with public sector contracts or applicable laws and regulations;

  • current and future legal proceedings, investigations, and audits, including intellectual property infringement claims;

  • potential failure to comply with complex and evolving laws and regulations applicable to our operations or to meet sometimes conflicting stakeholder expectations on environmental sustainability and corporate responsibility matters;

  • our level of indebtedness and the obligations imposed by agreements and instruments relating to our indebtedness;

  • fluctuations in the market price and trading volumes of our common stock and changes in, or the discontinuation of, our share repurchase program or dividend payments; and

  • other risk factors or uncertainties identified from time to time in our filings with the SEC.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by those cautionary statements as well as other cautionary statements that are made from time to time in our other

SEC filings and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

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

PART I

‌Item 1. Business Our Company

CDW Corporation (together with its subsidiaries, the "Company," "CDW", "we", "us", or "our"), 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. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise and cloud capabilities across hybrid infrastructure, digital experience, and security.

We are vendor, technology, and consumption model unbiased, offering a broad selection of products and multi-branded IT solutions. Our solutions are delivered in physical, virtual, and cloud-based environments through approximately 10,500 customer-facing coworkers, including sellers, highly-skilled specialists, and engineers. We are a leading sales channel partner for many original equipment manufacturers ("OEMs"), software publishers, and cloud providers (collectively, our "vendor partners") and wholesale distributors, whose products we sell or include in the solutions we offer. We provide our vendor partners with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage, technical expertise, and extensive customer access.

We simplify the complexities of technology solutions across design, selection, procurement, integration, and management for our customers. Our goal is to have our customers, regardless of their size, view us as a trusted adviser and extension of their IT workforce. Our multi-brand offering approach across our vendor partners enables us to provide the solutions and services that best address each customer's specific requirements to enable their desired business outcomes.

We have capabilities to provide integrated IT solutions in approximately 150 countries for customers with primary locations in the US, UK, and Canada, which are large and growing markets. These are highly fragmented markets served by thousands of IT resellers and solutions providers. We believe that demand for IT will outpace general economic growth in the markets we serve, fueled by new technologies, including hybrid and cloud computing and artificial intelligence ("AI"), as well as growing end-user demand for security, efficiency, and productivity.

Value Proposition

We are positioned in the middle of the IT ecosystem where we procure products from vendor partners and wholesale distributors and provide added value to our customers by helping them navigate through complex options and implement the best solution for their business. In this role, we believe we provide unique value to both our vendor partners and our customers.

Our value proposition to our customers Our value proposition to our vendor partners

• Broad selection of products and multi-branded IT solutions ● Access to over 250,000 customers

• Value-added services with integration capabilities ● Large and established customer channels

• Highly-skilled specialists and engineers ● Strong distribution and implementation capabilities

• Solutions across IT lifecycle ● Customer relationships driving insight into technology roadmaps

• Industry vertical expertise ● Industry vertical expertise

Customers

We provide integrated IT solutions to over 250,000 business, government, education, and healthcare customers throughout the US, UK, and Canada.

We serve our customers through sales teams focused on customer end-markets that are supported by highly-skilled specialists and engineers. Our market segmentation allows us to customize our offerings and to provide enhanced expertise in designing and implementing IT solutions that meet our customers' specific needs.

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

In our US business, which represents approximately 90% of our Net sales, we currently have five dedicated customer channels: corporate, small business, government, education, and healthcare, each of which generated $1.7 billion or greater in Net sales in 2025. Net sales to customers in the UK and Canada combined generated $2.7 billion in 2025. We believe this diversity of customer end-markets provides us with multiple avenues for growth and has been a key factor in our ability to weather economic and technology cycles and gain market share.

Effective January 1, 2026, we realigned our customer-facing organization to better meet the evolving needs of our customers and end markets. As a result, we will have the following three reportable segments: "Commercial," "Government," and "Education." Our "Commercial" segment will be comprised of corporate, financial services, and healthcare customers in the US, each of which will represent a unique customer channel. Small business customers will be included across the customer channels within our "Commercial" segment. Our "Government" segment will be comprised of federal, state, and local agencies in the US. The "Education" segment will be comprised of primary, secondary, and higher education institutions in the US. CDW UK and CDW Canada will remain unchanged in this new reporting structure, in an all other category ("Other"). We will reflect this change in segment presentation, including the recasting of historical results, in our periodic and annual reports beginning with the period ending March 31, 2026.

Partners

We offer more than 100,000 products and services from more than 1,000 vendor partners, including well-established companies such as Adobe, APC, Apple, Amazon Web Services, Broadcom Inc., Cisco, Dell Technologies, Google, Hewlett Packard Enterprise, HP Inc., IBM, Intel, Lenovo, Microsoft, NetApp, Nutanix, Nvidia, Palo Alto Networks, Pure Storage, and Samsung, as well as from emerging technology companies. This broad portfolio of vendor partners and technologies enables us to offer customers significant options and meet customer demand for the products and solutions that best meet their needs. We believe our value proposition to vendor partners enables us to evolve our offering as new technologies emerge and new companies seek us as a channel partner.

In 2025, we generated over $2.0 billion of Net sales from each of our three largest vendor partners. We have received the highest level of certification from major vendor partners such as Broadcom Inc., Cisco, Dell Technologies, Hewlett Packard Enterprise, IBM, Lenovo, Microsoft, NetApp, Nutanix, Palo Alto Networks, and Samsung which reflects the extensive product and solution knowledge and capabilities that we bring to our customers. These certifications also provide us with access to favorable pricing, tools, and resources, including vendor incentive programs, which we use to provide additional value to our customers. Our vendor partners also regularly recognize us with top awards and select us to develop and grow new customer solutions.

Product Procurement

We may purchase all or only some of the products and services our vendor partners offer for resale to our customers or for inclusion in the solutions we offer. Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase discounts, and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also purchase software from major software publishers and cloud providers for resale to our customers or for inclusion in the solutions we offer. Our agreements allow us to resell cloud based solutions, software or other licensed products to the end-user customer.

In addition to purchasing products and certain services directly from our vendor partners, we purchase products and certain services from wholesale distributors for resale to our customers or for inclusion in the solutions we offer. These wholesale distributors provide logistics management and supply-chain services for us, as well as for our vendor partners.

Inventory Management

We operate two distribution centers in North America and one distribution center in the UK, which combined provide more than 1 million square feet in size. Leveraging our distribution and logistics capabilities, we handle and ship approximately 22 million units annually on an aggregate basis from our distribution centers.

We also have drop-shipment arrangements with many of our OEMs and wholesale distributors, which permit us to offer products to our customers without having to take physical delivery at our distribution centers. These arrangements represented approximately 51% of total North America Net sales in 2025.

We believe that the location of our distribution centers allows us to efficiently ship products to our customers and provide timely access to our principal distributors. We believe that our logistics and configuration capabilities delivered by our highly-skilled and certified team enable us to customize technology for our customers to meet their unique needs.

We believe competitive sources of supply are available in substantially all of the product categories that we offer.

Competition

The market for technology products, solutions, and services is highly competitive and subject to economic conditions and rapid technological changes. This competitive environment includes the ability to tailor solutions to customer needs, the quality and breadth of product and service offerings, knowledge and expertise of sales force, customer service, price, product availability, speed of delivery, and credit availability. We face competition from resellers, manufacturers who sell directly to customers, large service providers and system integrators, cloud providers, hyperscaler marketplaces, e-commerce companies, and office supply retailers, among others. We also face competition from smaller, local, or regional value-added resellers that typically focus on a single solution suite or portfolio of solutions from one or two vendor partners.

We believe we have sustainable, competitive advantages that differentiate us in the marketplace. We focus on providing high-quality service to gain new customers and retain existing customers. We have built a strong sales organization and deep services and solutions capabilities over time and expect to continue to invest to enhance these capabilities. We believe the combination of our competitive advantages of scale, performance-driven culture, and enhanced capabilities will help drive sustainable, profitable growth for us today and in the future. Our scale enables us to have a national and international footprint, as well as invest in resources to meet specific customer end-market needs. Our sellers are organized around unique customer end-markets that are both vertically and geographically focused. Our scale enables our ability to invest in specialists and engineers who work directly with our sellers to help customers implement complex IT solutions. We have cross-border relationships that enable us to serve the needs of our US, UK, and Canadian-based customers in approximately 150 countries. Our strong, execution-oriented culture is underpinned by our competitive compensation program.

We believe we are well positioned to compete within this marketplace due to our competitive advantages. We expect the competitive landscape to continue to evolve as new technologies and consumption models emerge, such as cloud-based and other "as a service" solutions, hyper-converged infrastructure, embedded software solutions, and solutions that incorporate AI. While innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For additional information on the risks associated with competition, see "Item 1A. Risk Factors."

Our Offerings

Our offerings range from discrete hardware and software products and services to complex integrated solutions including one or more of these elements. We believe our customers increasingly view technology purchases as integrated solutions vital to their strategies, business outcomes, and missions rather than discrete product and services categories. Our hardware category includes notebooks/mobile devices (including tablets), network communications ("netcomm products"), collaboration hardware, data storage and servers, desktop computers, and other hardware. Our software category includes cloud solutions, software assurance, application suites, security, virtualization, collaboration, and productivity applications, operating systems, and network management. Our services include advisory and design, software development, implementation, managed services, and warranties.

IT is important to both business operations and to drive greater growth and productivity. To help our customers accomplish this, we have built a robust portfolio of integrated IT solutions across hybrid infrastructure, digital experience, security, digital velocity, and services that we provide in on-premise, hybrid, or cloud-based environments.

We provide customers with technology solutions and services on the public cloud, which reside off-premise on a public (shared) infrastructure, private cloud solutions, which reside on customer premises, and hybrid cloud solutions that deliver the benefits of both public and private options. Our migration, integration, and managed services help our customers simplify cloud adoption and management, across the entire IT lifecycle. Our engineers work with our customers to design cloud solutions meeting their organizational, technology, and financial objectives.

We offer a broad portfolio of integrated IT solutions that include the following on-premise, hybrid, and cloud capabilities:

• Hybrid Infrastructure: We assess our customers application infrastructure need, design flexible, resilient, and efficient solutions and manage the solution throughout its lifecycle. Our broad portfolio of hardware and software products, encompassing both on and off-premise solutions, enables us to provide well-integrated solutions, including converged and hyper-converged infrastructure, physical and virtualized servers, software defined automation and orchestration solutions, hybrid storage, energy-efficient power and cooling, and data center networking.

• Digital Experience: We build end-to-end solutions that deliver access to applications that improve our customers' productivity regardless of device or location. We connect our customers' physical devices, including laptops, desktops, IP Phones, mobile devices, and print systems. We utilize collaboration solutions to unite applications via the integration of products that facilitate the use of multiple enterprise communication methods including email, persistent

  chat, social media, voice, and video. We also host cloud-based collaboration solutions. We enable our customers with AI solutions that empower their end users and drive efficiency in business-critical functions. Our solutions provide the tools that allow our customers' employees to share knowledge, ideas, and information among each other and with clients and partners effectively, securely, and quickly.

• Security: We assess our customers' security needs and provide them with tools and services to help effectively manage risk, increase business continuity and operational efficiency, and improve their end user experience. We are a security solutions integrator that combines our expertise in advisory, design, solution architecture, and implementation services. Our customer solutions can take the form of hardware, software, or Software as a Service across a multitude of categories such as: endpoint security, email security, web security, intrusion prevention, identity and access management, next-generation firewall, security service edge, security information and event management, exposure and threat management, governance, risk and compliance, data security and governance, cloud infrastructure entitlement management, virtual private network services, network access control, and physical security. Security consulting engagements include security maturity assessments, policy and procedure gap analysis, security roadmaps, and health checks.

• Digital Velocity: We deliver advanced digital transformation solutions that enable organizations to modernize their IT infrastructure, applications, and operations. Leveraging expertise in cloud-native deployment, DevOps, AI, and automation, we help customers improve business outcomes through scalable and secure technology implementations. We enable specific customer business needs through customer software engineering engagements, providing custom application development, modernization, and integration services, as well as talent orchestration solutions that give our customers access to technical resources that supplement their workforce for project-based engagements and periods of peak demand.

For each of the solutions areas above, we provide services that help organizations plan, design, configure, orchestrate, and manage technology for their unique needs. Our offerings demonstrate our expertise in the most critical technology areas for our customers. Our highly-skilled specialists and engineers have expertise in integrated cloud, collaboration, data center, mobility, and security business technology, from the physical to the application layer. We leverage best-in-class partner technology platforms to seamlessly architect and manage disparate IT platforms into integrated business technology solutions.

Although we believe customers increasingly view technology purchases as solutions rather than discrete product and service categories, our Net sales by major category, based upon our internal category classifications, was as follows:

Year Ended December 31,

2025 2024 2023

(dollars in millions) Net Sales

Percentage of Total

Net Sales Net Sales

Percentage of Total

Net Sales Net Sales

Percentage of Total Net Sales

1. Certain software and services revenue is recorded on a net basis for accounting purposes. As a result, the category percentage of Net sales is not representative of the category percentage of gross profits.

2. Includes items such as delivery charges to customers.

Our Internal Capabilities Human Capital Management

Our long-standing values and philosophies of success are based on fostering a welcoming, respectful, accountable, and fair culture where coworkers have the opportunity to thrive. This culture, along with strong training and development, competitive compensation, and opportunities for meaningful careers, drives business results and competitive advantage.

We have approximately 14,800 coworkers across the globe, with 11,200 coworkers in the US and 3,600 coworkers in international locations. More than 50% of our US Net sales are generated by account managers who have more than seven years of tenure with CDW. Our coworker relations are strong, and none of our coworkers are represented by a labor union or covered by a collective bargaining agreement.

One CDW

One CDW reflects the work we do to find, attract, and retain top talent, encourage a welcoming and respectful culture, create meaningful partnerships across teams, and ensure coworkers have the tools and opportunities to grow and help the business succeed.

Coworker Engagement

We strive to create a culture of collaboration, respect, and individual growth and reward. Our coworker engagement strategy utilizes regular pulse surveys to gain a real-time insights of the coworker experience at CDW and enable faster action. As a result of our coworkers' consistent engagement, we have garnered meaningful feedback and recommendations, which have led to measurable and impactful results.

Training & Development

We focus on skills enhancement, leadership development, innovation excellence, and professional growth throughout our coworkers' careers. Our programs include, but are not limited to leadership development trainings, unique developmental opportunities for our high-potential emerging leaders, a robust training program for new sales coworkers, technical skill development training, AI proficiency and training resources, and coworker access to over 20,000 on-demand educational modules with new content updated frequently.

Total Rewards

Our total rewards philosophy provides market competitive compensation and benefits designed to attract, retain, and motivate our coworkers. We pay for performance through our compensation programs which are aligned to both individual and company performance. Our sellers' compensation is aligned to their individual performance and provides substantially uncapped commission opportunity. We provide a comprehensive benefits package to our coworkers based on eligibility and location including healthcare, retirement plans with profit sharing and match, tuition assistance, parental leave policies, adoption assistance, paid time off, paid volunteer hours, and philanthropic match programs.

Health and Safety

We are committed to prioritizing the health and well-being of our coworkers. We dedicate time and resources to identify safety hazards of all types, mitigate safety risk, and routinely train our coworkers using industry best-practices as our standard, as well as provide increased access to mental health resources.

Oversight and Management

Our Coworker Success organization is responsible for the strategy and management of coworker-related matters, working in concert with all our leaders. The Board of Directors of CDW (the "Board" or "Board of Directors") understands the importance of our respectful, performance-driven culture to our ongoing success and is actively engaged with our Chair, President, and Chief Executive Officer and our Chief Human Resources Officer across a broad range of human capital management topics.

Marketing

We market the CDW brand to US, UK, and Canadian audiences through various channels, including mass media, digital, print, social media, and other emerging channels. We target current and prospective customers through integrated marketing programs including email, display ads, paid search, social media, events, and sponsorships. These programs are supported by integrated communication efforts targeting technology decision-makers, influencers, and the general public using a combination of expert technology articles, videos, case studies, media interviews, and speaking events.

As a result of our relationships with vendor partners, a significant portion of our advertising and marketing expenses is reimbursed through cooperative advertising programs. These programs are at the discretion of our vendor partners and are typically tied to sales or other commitments to be met by us within a specified period. We believe that our results and analytical techniques for measuring marketing efficacy differentiates us from our competitors.

Information Technology Systems

We maintain customized IT and unified communication systems that enhance our ability to provide prompt, efficient, and expert service to our customers. In addition, these systems enable centralized management of key functions, including purchasing, inventory management, billing and collection of accounts receivable, sales, distribution, and financial accounting and reporting. Our systems provide us with thorough and detailed information regarding key aspects of our business. These capabilities help us to continuously enhance productivity, ship customer orders quickly and efficiently, respond appropriately to industry changes, and provide high-quality customer service. We believe our websites and software tools, which provide electronic order processing and advanced features, such as order tracking, reporting, and asset management, make it easy for customers to transact business with us and ultimately strengthen our customer relationships. In 2025, we implemented a new enterprise resource planning ("ERP") system, along with the execution of other system transformation initiatives, that is resulting in more streamlined and efficient processes. We expect to continue advancing these initiatives through incremental releases in 2026.

Available Information

We maintain a website at https://www.cdw.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this report.

Information about our Executive Officers

The following table lists the name, age as of February 20, 2026, and positions of each executive officer of the Company.

‌Item 1A. Risk Factors

There are many factors that could adversely affect our business, results of operations, and cash flows, some of which are beyond our control. The following is a description of some important factors that may cause our business prospects, results of operations, and cash flows in future periods to differ materially from those currently expected or desired. Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations, and cash flows.

Business and Operational Risks

Our business depends on our vendor partner and wholesale distributor relationships and the terms of the agreements governing those relationships.

Our solutions portfolio includes products and services from OEMs, software publishers, and cloud providers. We are authorized by these vendor partners to sell all or some of their products and services via direct marketing activities. Our authorization with each vendor partner is subject to specific terms and conditions regarding such things as sales channel restrictions, product return privileges, services performance commitments, price protection policies, purchase discounts, and vendor partner programs and funding, including purchase rebates, sales volume rebates, purchasing incentives, and cooperative advertising reimbursements. However, our contracts with our vendor partners are primarily short-term and many of these arrangements are terminable upon notice by either party. A reduction in vendor partner programs or funding or our failure to timely react to changes in vendor partner programs or funding could have an adverse effect on our business, results of operations, or cash flows. In addition, a reduction in the amount or a change in the terms of credit granted to us by our vendor partners could increase our need for, and the cost of, working capital and could have an adverse effect on our business, results of operations, or cash flows.

From time to time, vendor partners may terminate or limit our right to sell some or all of their products or change the terms and conditions or reduce or discontinue the incentives that they offer us. For example, there is no assurance that, as our vendor partners continue to sell directly to end users and through resellers, they will not limit or curtail the availability of their products to solutions providers like us. Any such termination or limitation or the implementation of such changes could have a negative impact on our business, results of operations, or cash flows.

We purchase the products included in our portfolio both directly from our vendor partners and from wholesale distributors. A significant portion of our sales are derived from products manufactured by Apple, Cisco, Dell Technologies, HP Inc., Lenovo, and Microsoft. In addition, purchases from two wholesale distributors, Ingram Micro and TD SYNNEX, represent over 25% of our total purchases. The loss of, or change in business relationship with, any of these or any other wholesale distributors or key vendor partners, or the diminished availability of their products, including due to backlogs for their products, could reduce the supply and impact the cost of products we sell and negatively impact our competitive position.

Further, the sale, spin-off, or combination of any of our key vendor partners or wholesale distributors or certain of their business units, including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, or our inability to develop relationships with new and emerging vendors and vendors that we have not historically represented in the marketplace, could have an adverse impact on our business, results of operations, or cash flows.

Our sales are dependent on continued innovations in technology by our vendor partners and the competitiveness of their offerings, and our ability to partner with new and emerging technology providers.

The technology industry is characterized by rapid innovation and the frequent introduction of new and enhanced hardware, software, and services, such as cloud-based and other "as a service" solutions, hyper-converged infrastructure, embedded software solutions, and solutions that incorporate AI. We have been and will continue to be dependent on innovations in technology, as well as the adoption of those innovations by customers. Also, customers may delay spending while they evaluate new technologies. A decrease in the rate of innovation, a lack of adoption of innovations by our customers, or delays in technology spending by our customers, could have an adverse effect on our business, results of operations, or cash flows.

In addition, if we are unable to anticipate and expand our capabilities to keep pace with changes in technology and new hardware, software, and services, for example by providing the appropriate training to our account managers, specialists, and engineers to enable them to effectively sell and deliver such new solutions to customers, our business, results of operations, or cash flows could be adversely affected.

We also are dependent upon our vendor partners for the development and marketing of hardware, software, and services to compete effectively with hardware, software, and services of vendors whose products and services we do not currently offer or that we are not authorized to offer in one or more customer channels. In rapidly evolving categories such as cloud-based

solutions, AI, and software "as a service" solutions, our dependence on our vendor partners for innovation can add additional complexity as vendor channel strategies and authorization models may change more frequently. To the extent that a vendor's offering that is in high demand is not available to us for resale in one or more customer channels, and there is not a competitive offering from another vendor that we are authorized to sell in such customer channels, our business, results of operations, or cash flows could be adversely impacted.

Issues relating to the use or capabilities of AI, including social, ethical, and safety issues, in hardware, software, and services offerings may result in reputational harm, liability, or increased costs.

Social, ethical, and safety issues relating to the use of new and evolving technologies such as AI-based technologies, including generative AI in our hardware, software, and service offerings, as well as in our internal platforms, may result in reputational harm and liability. We are increasingly utilizing AI in our business, including interactions with our coworkers, customers, and vendor partners and in the hardware, software, and services we offer, and we also plan to further invest resources to embed AI capabilities throughout our operations and enterprise to drive scale and efficiency. As with many innovations, AI presents risks and challenges that could affect its adoption and usage, and therefore our business. If we are unable to effectively and timely capitalize on the growth opportunities made available by the adoption of AI to drive our scale and efficiency, our business, results of operations, or cash flows could be adversely impacted. Further, the responsible development and deployment of AI requires ongoing investment in research, development and governance, which could adversely affect our results of operation or cash flows. AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies.

As we invest in, use, enable, or offer solutions that draw controversy due to their perceived or actual impact on society and the environment, we may experience brand or reputational harm, competitive harm, and legal liability. The rapid development and deployment of tools that leverage AI is also causing governments to consider and implement regulation of AI. Such increased focus and potential government regulation of AI may also increase the burden and cost of compliance in this area, subjecting us to brand or reputational harm, competitive harm, and legal liability. Failure to address AI issues by us or others in our industry could undermine public confidence in AI and slow adoption of AI in our products and services.

Additionally, the development, adoption, and use of AI by us or our vendor partners could result in unintended consequences, including exposing us to additional risks related to cybersecurity, privacy, and data security, such as the risk of increased vulnerability to cybersecurity threats and exposure or theft of proprietary or sensitive information (which could result in such information being made available to our competitors and other members of the public), impacts to the stability of our operations, the generation of factually incorrect or biased outputs, reliance on outdated or unverified data, potential intellectual property infringements, the inability to protect generated content while facing unfavorable licensing terms, and the inability to attract and retain key personnel.

Substantial competition could reduce our market share and significantly harm our financial performance.

We operate in a highly competitive industry and compete with resellers, manufacturers who sell directly to customers, large service providers and system integrators, communications service providers, cloud providers, e-commerce companies, and office supply retailers, among others. There may be new market entrants with non-traditional business, service, and delivery models, resulting in increased competition and changing industry dynamics. Existing or future competitors also may seek to compete with us for acquisitions, which could have the effect of increasing the price of potential targets and reducing the number of suitable acquisitions. These factors, in addition to competitive pressures resulting from the fragmented nature of our industry, could affect our sales, profit margins, and earnings.

We expect the competitive landscape to continue to evolve as new technologies and consumption models emerge, such as cloud-based and other "as a service" solutions, hyper-converged infrastructure, embedded software solutions, and solutions that incorporate AI. Our continued competitiveness depends upon our ability to anticipate and evolve at pace and scale with new technologies, services, and solutions through strategic and timely investments in innovation, expansion of offerings, and the capabilities necessary to implement them.

While innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For instance, while cloud-based solutions present an opportunity for us, cloud-based solutions and technology solutions as a service could increase the amount of sales directly to customers rather than through solutions providers like us, or could reduce the amount of hardware we sell. For example, growing hyperscaler marketplaces such as AWS Marketplace, Google Cloud Marketplace, and Microsoft Marketplace and evolving partner authorization and incentive models could change the role of traditional resellers, which may limit access to offerings, pressure margins, and restrict participation in certain channels. In addition, some of our hardware and software vendor partners sell, and could intensify their efforts to sell their products directly to our customers. Moreover, traditional OEMs have increased their services capabilities through mergers and acquisitions, which could potentially increase competition in the market to provide

comprehensive technology solutions to customers. If we are unable to effectively respond to the evolving competitive landscape, or respond in a manner that is less effective than that of our competitors, our business, results of operations, or cash flows could be adversely impacted.

We focus on providing high-quality service to gain new customers and retain existing customers. To the extent we face increased competition to gain and retain customers, we may be required to reduce prices, increase advertising expenditures, or take other actions which could adversely affect our business, results of operations, or cash flows. Additionally, some of our competitors may reduce their prices in an attempt to stimulate sales, which may require us to reduce prices. This would require us to sell a greater number of products to achieve the same level of Net sales and Gross profit. If such a reduction in prices occurs and we are unable to attract new customers and sell increased quantities of products, our sales growth and profitability could be adversely affected.

The success of our business depends on the continuing development, maintenance, and operation of our information technology systems.

Our success is dependent on the accuracy, proper utilization, and continuing operation, maintenance, and development of our information technology systems, including our business systems, such as our sales, customer management, financial and accounting, marketing, purchasing, warehouse management, and e-commerce and mobile systems, as well as our operational platforms, including voice and data networks and power systems, which may include third-party hosted systems or systems that may utilize cloud technologies outside of our control. As we increasingly rely on cloud-based enterprise applications to support critical business functions, our operational performance depends in part on the availability, reliability, and proper integration of these externally hosted systems. The quality and our utilization of the information generated by our information technology systems, and our success in implementing new systems and upgrades, including our transformation initiatives, could adversely affect, among other things, our ability to:

• conduct business with our customers, including delivering services and solutions to them;

• provide the means to effectively manage global operations across time zones;

• keep pace with changes and innovation and compete effectively;

• effectuate comprehensive and reliable data collection, maintenance, and governance;

• manage our inventory, accounts receivable, and accounts payable;

• support planned growth in services and solutions and continued evolution of the business;

• purchase, sell, ship, and invoice our hardware and software products and provide and invoice our services efficiently and on a timely basis;

• maintain an effective internal control environment around our financial close process and regulatory reporting requirements;

• execute the financial close processes and deliver our required financial reporting with the SEC; and

• maintain our cost-efficient operating model while scaling our business.

Our information technology systems are inherently exposed to varied technological threats beyond our control. While we have taken steps to protect our information technology systems from a variety of threats, both internal and external, and from human error, there can be no guarantee that those steps will be effective. Furthermore, although we have redundant systems at a separate location to back up our primary systems, there can be no assurance that these redundant systems will operate properly if and when required. Moreover, software vulnerabilities within the third-party information technology software and systems we use are discovered and reported on nearly a daily basis. Any disruption to or infiltration of our information technology systems could significantly impact our ongoing business operations, harm our reputation, and adversely affect our results of operations and our ability to comply with customer, partner, legal, or regulatory obligations.

We maintain and periodically upgrade many of our information technology systems, some of which are complex, costly, and time consuming. If our information technology systems are not properly maintained or enhanced, the attention of our coworkers could be diverted and our ability to provide the level of service our customers demand could be constrained for some time. Further, new information technology systems and updates to existing information technology systems may not properly integrate with other information technology systems. Also, once implemented, the new information technology systems, updates to existing information technology systems, and related technology may not provide the intended efficiencies or