Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Certifications confer favorable vendor pricing and substantial distribution capacity exists, but the catalog does not establish a durable relative cost or differentiation advantage. The moat remains uncertain.
durability · — · Certification benefits recur across annual disclosures, but short-term, terminable vendor arrangements leave their economic protection uncertain.
customer dependency · — · Service commitments and renewal assistance establish continuing engagement for some customers, without establishing material migration costs or company-wide dependency.
erosion resilience · — · Sales and profit-dollar growth coexist with lower hardware margins and broad competing channels. These results cannot establish resilience of a structural advantage whose relative strength remains unproven.
Pouvoir de fixation des prix44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Experienced customer price sensitivity, lower 2025 hardware profit rates and further hardware margin pressure in first-half 2026 support fragile pricing economics. This is indirect pricing evidence; mix and purchasing terms prevent isolating selling-price changes.
retention · 2/4 · Non-cancelable service commitments, renewal assistance and sales growth across segments support continuing engagement. Retention is assessed partly from indirect operating evidence; growth does not identify repeat customers. Service obligations declined from $261.7 million at year-end 2025 to $205.8 million in June 2026, without proving attrition.
margin resilience · 2/4 · First-half 2026 gross profit increased to $2,509.8 million and operating income to $804.6 million despite gross margin declining 60 basis points. Profit dollars were resilient, but operating income grew more slowly than sales. Vendor funding remains discretionary, and pricing is not established as the source of resilience.
contractual freedom · 2/4 · Pricing discretion is an indicator in CDW's principal assessment, and professional services include variable and fixed-fee contracts. Freedom is mixed: this accounting indicator does not establish unrestricted repricing, fixed fees constrain changes during performance, and vendors directly license and invoice customers in most EAs.
Prévisibilité85
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 9.03
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.13
Solidité financière38
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 40.37
- netDebtEbitGrade
- 39.46
- interestCoverageGrade
- 37.67
- currentRatioGrade
- 34.11
- Debt / FCF (x)
- 5.17
- Net debt / operating income (x)
- 3.03
- Current ratio (x)
- 1.18
- cashInterestPaid
- 234.30
- cashInterestCoverage
- 5.14
Allocation du capital97
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 22.48
- 3-year average dilution (%)
- -0.97
- 3-year average SBC / revenue (%)
- 0.37
- cashConversionGrade
- 100.00
Qualité du management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · 2025 operating cash flow of $1,205.2 million substantially exceeded $117.1 million of capital expenditures. First-half 2026 cash flow fell to $219.7 million, the cash conversion cycle lengthened, and borrowing and repurchases increased. Covenant compliance supports financing control, but acquisition returns and repurchase value creation are not established.
incentive alignment · 3/4 · Actual 2025 annual grants allocated 60% to three-year adjusted cash-flow and EPS performance awards and 40% to RSUs. Earlier PSUs vested against cumulative performance goals, and hedging, pledging and short sales are prohibited. These adopted arrangements demonstrate strong alignment, qualified by adjusted metrics, a strategic annual-bonus component and incomplete ownership coverage. Future vesting is not assumed.
execution · 2/4 · First-half 2026 sales increased across segments and operating income grew. The 2025 incentive operating-income measure reached 99.95% of target, but it is an adjusted compensation measure. Margin pressure and weaker cash conversion temper growth achievements. Management contribution is assessed indirectly from operating outcomes rather than established causally.
governance · 3/4 · Annual elections, independent key committees, majority voting, proxy access and substantive lead independent director powers establish strong formal safeguards. The combined chair and CEO role limits separation of oversight. No credit is assigned for adoption of the proposed written-consent amendment, and formal arrangements do not prove exceptional oversight outcomes.
Preuves
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.
Business — vendor certifications · Dépôt 20/02/2026
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.
Business — certification-linked pricing and resources · Dépôt 20/02/2026
Leveraging our distribution and logistics capabilities, we handle and ship approximately 22 million units annually on an aggregate basis from our distribution centers.
Business — distribution throughput · Dépôt 20/02/2026
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.
Business — 2024 certification-linked benefits · Dépôt 21/02/2025
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.
Business — competing provider categories · Dépôt 20/02/2026
However, our contracts with our vendor partners are primarily short-term and many of these arrangements are terminable upon notice by either party.
Risk factors — vendor contract duration and termination · Dépôt 20/02/2026
Gross profit margin decreased 60 basis points to 20.5%, primarily driven by mix into and lower margin in certain hardware categories.
MD&A — first-half 2026 gross margin drivers · Dépôt 05/08/2026
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.
Financial statement notes — non-cancelable service obligations · Dépôt 20/02/2026
Within 1 Year Years 1-2 Years 2-3 Thereafter Remaining performance obligations $ 147.6 $ 74.8 $ 30.0 $ 9.3 5.
Financial statement notes — December 2025 remaining performance obligations · Dépôt 20/02/2026
In addition to helping our customers determine the best software solutions for their needs, we help them manage their software agreements, including warranties and renewals.
MD&A — software agreement and renewal assistance · Dépôt 05/08/2026
More than 50% of our US Net sales are generated by account managers who have more than seven years of tenure with CDW.
Business — account-manager tenure and sales · Dépôt 20/02/2026
The following table represents the total transaction price for the remaining performance obligations as of June 30, 2026, related to non-cancelable managed and professional services 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.
Financial statement notes — June 2026 non-cancelable service contracts · Dépôt 05/08/2026
Within 1 Year Years 1-2 Years 2-3 Thereafter Remaining performance obligations $ 128.2 $ 53.8 $ 18.7 $ 5.1 4.
Financial statement notes — June 2026 remaining performance obligations · Dépôt 05/08/2026
Our future success also will depend on our ability to retain and motivate our customer-facing coworkers, who have been given critical CDW knowledge regarding, and the opportunity to develop strong relationships with, many of our customers.
Risk factors — dependence on customer-facing coworkers · Dépôt 20/02/2026
These are highly fragmented markets served by thousands of IT resellers and solutions providers.
Business — fragmented markets · Dépôt 20/02/2026
Supply chain pressures have and could in the future cause us to experience changes in average selling prices and our gross margins on certain products as customers have become and could in the future become more price sensitive.
Risk factors — experienced and potential customer price sensitivity · Dépôt 20/02/2026
Gross profit margin decreased 50.0 basis points, to 23.3%, due to decreased rates in certain hardware categories, primarily data storage and servers.
MD&A — 2025 Corporate hardware profit rates · Dépôt 20/02/2026
3 Table of Contents CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars and shares in millions, except per share amounts) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net sales $ 6,572.2 $ 5,976.6 $ 12,252.0 $ 11,175.7 Cost of sales 5,252.4 4,735.4 9,742.2 8,812.2 Gross profit 1,319.8 1,241.2 2,509.8 2,363.5 Selling and administrative expenses 891.2 821.0 1,705.2 1,581.9 Operating income 428.6 420.2 804.6 781.6 Interest expense, net (60.2) (56.8) (115.5) (113.9) Other income (expense), net 4.5 1.5 2.8 1.2 Income before income taxes 372.9 364.9 691.9 668.9 Income tax expense (98.5) (93.7) (182.1) (172.8) Net income $ 274.4 $ 271.2 $ 509.8 $ 496.1 Net income per common share: Basic $ 2.16 $ 2.06 $ 3.98 $ 3.76 Diluted $ 2.15 $ 2.05 $ 3.97 $ 3.73 Weighted-average common shares outstanding: Basic 127.0 131.6 128.0 132.1 Diluted 127.4 132.4 128.4 132.9 The accompanying notes are an integral part of the Consolidated Financial Statements.
Consolidated statements of operations — first-half 2026 · Dépôt 05/08/2026
Segment Results of Operations Net sales by segment for the comparative periods are as follows: Three Months Ended June 30, 2026 2025 (dollars in millions) Net Sales Percentage of Total Net Sales Net Sales Percentage of Total Net Sales Dollar Change Percent Change(1) Commercial: Corporate $ 2,618.1 39.8 % $ 2,364.4 39.6 % $ 253.7 10.7 % Financial Services 487.1 7.4 478.6 8.0 8.5 1.8 Healthcare 860.2 13.1 788.3 13.2 71.9 9.1 Total Commercial 3,965.4 60.3 3,631.3 60.8 334.1 9.2 Government 848.0 12.9 746.6 12.5 101.4 13.6 Education 933.1 14.2 926.6 15.5 6.5 0.7 Other(2) 825.7 12.6 672.1 11.2 153.6 22.9 Total Net sales $ 6,572.2 100.0 % $ 5,976.6 100.0 % $ 595.6 10.0 % Six Months Ended June 30, 2026 2025 (dollars in millions) Net Sales Percentage of Total Net Sales Net Sales Percentage of Total Net Sales Dollar Change Percent Change(1) Commercial: Corporate $ 4,992.4 40.7 % $ 4,554.4 40.7 % $ 438.0 9.6 % Financial Services 915.5 7.5 812.7 7.3 102.8 12.6 Healthcare 1,626.9 13.3 1,519.5 13.6 107.4 7.1 Total Commercial 7,534.8 61.5 6,886.6 61.6 648.2 9.4 Government 1,480.9 12.1 1,351.5 12.1 129.4 9.6 Education 1,608.1 13.1 1,585.1 14.2 23.0 1.5 Other(2) 1,628.2 13.3 1,352.5 12.1 275.7 20.4 Total Net sales $ 12,252.0 100.0 % $ 11,175.7 100.0 % $ 1,076.3 9.6 % (1)There were 64 selling days for both the three months ended June 30, 2026 and 2025.
MD&A — comparative sales by segment · Dépôt 05/08/2026
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.
Revenue recognition — principal indicators including pricing discretion · Dépôt 20/02/2026
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.
Revenue recognition — vendor licensing and invoicing in most EAs · Dépôt 20/02/2026
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).
Revenue recognition — variable and fixed-fee professional service contracts · Dépôt 20/02/2026
Free cash flow and Adjusted free cash flow Year Ended December 31, (dollars in millions) 2025 2024 Net cash provided by operating activities $ 1,205.2 $ 1,277.3 Capital expenditures (117.1) (122.6) Free cash flow 1,088.1 1,154.7 Net change in accounts payable - inventory financing (2.6) (75.7) Adjusted free cash flow(1) $ 1,085.5 $ 1,079.0 (1)Defined as Net cash provided by operating activities less Capital expenditures, adjusted to include cash flows from financing activities that relate to the purchase of inventory.
MD&A — 2025 operating cash flow and capital expenditure · Dépôt 20/02/2026
Cash Flows Cash flows from operating, investing, and financing activities are as follows: Six Months Ended June 30, (dollars in millions) 2026 2025 Net cash provided by operating activities $ 219.7 $ 443.1 Net cash (used in) provided by investing activities (58.8) 154.6 Net cash used in financing activities (406.2) (649.2) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (10.5) 25.0 Net decrease in cash, cash equivalents, and restricted cash $ (255.8) $ (26.5) 33 Table of Contents Operating Activities Cash flows from operating activities are as follows: Six Months Ended June 30, (dollars in millions) 2026 2025 Change Net income $ 509.8 $ 496.1 $ 13.7 Adjustments for the impact of non-cash items(1) 207.6 176.6 31.0 Net income adjusted for the impact of non-cash items 717.4 672.7 44.7 Changes in assets and liabilities: Accounts receivable (1,054.0) (450.1) (603.9) Merchandise inventory (418.3) (147.3) (271.0) Accounts payable-trade 896.2 384.7 511.5 Other assets and liabilities 78.4 (16.9) 95.3 Net cash provided by operating activities $ 219.7 $ 443.1 $ (223.4) (1)Includes items such as depreciation and amortization, deferred income taxes, provision for credit losses, and equity-based compensation expense.
MD&A — first-half 2026 cash flows and working capital · Dépôt 05/08/2026
This decrease was primarily driven by repayment of long-term debt in 2025 and proceeds from borrowings under the Revolving Loan Facility in 2026, partially offset by higher share repurchases in 2026.
MD&A — borrowings and higher share repurchases · Dépôt 05/08/2026
Debt June 30, 2026 December 31, 2025 Maturity Date Interest Rate Amount Amount Credit Facility Senior unsecured revolving loan facility December 2030 Variable $ 175.0 $ — Term Loan Senior unsecured term loan facility December 2030 Variable 634.5 634.5 Unsecured Senior Notes 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 5,000.0 Receivable financing liability 25.9 15.3 Other long-term obligations 3.5 5.5 Unamortized debt issuance costs and discount (21.9) (25.5) Current maturities of long-term debt (1,008.9) (1,007.5) Total long-term debt $ 4,808.1 $ 4,622.3 As of June 30, 2026, the Company is in compliance with the covenants under its credit agreements and indentures.
Financial statement notes — debt balances and covenant compliance · Dépôt 05/08/2026
For 2025, the annual long-term incentive grant was delivered in the form of PSUs and RSUs, with the following key elements to drive Company performance and align with stockholder interests: PSUs ● 60% of target long-term incentive opportunity ● 2025-2027 performance period with 0% - 200% payout curve (threshold payout of 25% of target) ● Eligible to vest at the end of the performance period based upon attainment of (1) cumulative annual adjusted FCF and (2) cumulative annual adjusted EPS performance goals, each calculated independently as described below and weighted equally RSUs ● 40% of target long-term incentive opportunity ● Value fluctuates based on CDW’s stock price ● Eligible to vest in 1/3 annual increments 2025 Long-Term Incentive Program Pay for Performance Alignment For 2025, the Company’s long-term incentive program was entirely at-risk as the values of the awards fluctuate based on our stock price performance.
Compensation discussion — actual 2025 long-term incentive grant structure · Dépôt 10/04/2026
The 2023 PSUs vested based on the attainment of cumulative performance goals relating to adjusted FCF and adjusted EPS during the 2023-2025 performance period, with each goal weighted equally in the determination of the vesting level.
Compensation discussion — 2023 PSU performance vesting · Dépôt 10/04/2026
No hedging, pledging, or short sales of our securities
2025 Say-on-Pay Vote
As noted above, the Compensation Committee considers
Compensation practices — hedging, pledging and short-sale prohibition · Dépôt 10/04/2026
38 2026 Proxy Statement Table of Contents Compensation Discussion and Analysis For 2025, the Compensation Committee established the following goals and payout levels under the 2025 SMIP: ● The Compensation Committee chose non-GAAP operating income (weighted at 75%) and achievement of specified strategic objectives (weighted at 25%) as the 2025 SMIP performance goals, as compared to non-GAAP operating income (weighted at 100%) and a market share governor under the 2024 SMIP design.
Compensation discussion — annual incentive metric weights · Dépôt 10/04/2026
Strategic Themes Strategic Objectives Accelerate Strategic Services & Solutions Integrate Mission Cloud, Streamline and Scale Services, Accelerate Strategic Capabilities Amplify our Go-To-Market Capabilities Evolve our Go-to-Market Capabilities, Accelerate our Digital Roadmap, Gain Market Share Enable our Transformation Leverage New Operational Capabilities, Execute on Process and Platform Roadmap, Develop Future Ready Talent 2026 Proxy Statement 39 Table of Contents Compensation Discussion and Analysis 2025 SMIP Results and Payouts Based on the methodology described above, our 2025 non-GAAP operating income measured for SMIP purposes was $1,988.2 million, which was 99.95% of target for the non-GAAP operating income component of the SMIP.
Compensation discussion — 2025 incentive operating-income result · Dépôt 10/04/2026
Annual election of all directors Lead Independent Director All of our directors, other than the Chair of our Board, are independent and the independent directors regularly meet in executive session 100% independent Audit, Compensation, and Nominating and Corporate Governance Committees All of our Audit Committee members qualify as “audit committee financial experts” under SEC rules 15-year Board term limit to promote Board refreshment Stockholder right to call special meetings Our Board has approved a management proposal to allow stockholders to act by written consent (Proposal 4 in this proxy statement) Proxy access right Majority vote to elect directors with resignation policy Restrictions on other board service by directors Annual Board and Audit, Compensation, and Nominating and Corporate Governance Committee evaluations No supermajority vote requirements No stockholder rights plan or poison pill 10 2026 Proxy Statement Table of Contents PROXY SUMMARY Executive Compensation Highlights CEO Pay for Performance Our executive compensation program is focused on driving sustained meaningful profitable growth and stockholder value creation.
Proxy summary — existing governance safeguards and proposed written consent · Dépôt 10/04/2026
The responsibilities of the Lead Independent Director, which are described in the Company’s Corporate Governance Guidelines, include, among others: RESPONSIBILITY DESCRIPTION Board Meetings Preside at all meetings of the Board at which the Chair is not present, including all executive sessions of the independent directors Executive Sessions Has the authority to call meetings of the independent directors Facilitate Discussion Facilitate discussion and open dialogue among the independent directors during Board meetings, executive sessions, and outside of board meetings Liaison for Independent Directors Serve as a liaison between the independent directors and the Chair, and where appropriate, between the independent directors and management Agendas Review, advise on, and ultimately approve the scheduling of Board meetings, and the agenda items and materials for each Board meeting as proposed by the Chair Information Work with the Chair to facilitate timely and appropriate information flow to the Board Communicating with Stockholders Serve as a contact for and may represent the Board in communications with stockholders and other stakeholders who wish to communicate with independent directors 14 2026 Proxy Statement Table of Contents Corporate Governance Chair of the Board Christine A.
Corporate governance — lead independent director responsibilities · Dépôt 10/04/2026
Christine A. Leahy Chair, President, and Chief Executive Officer April 10, 2026 2026 Proxy Statement 1 Table of Contents When: Thursday, May 21, 2026 7:30 a.m.
Proxy invitation — combined chair, president and CEO role · Dépôt 10/04/2026
In addition, if Proposal 4 is approved, stockholders meeting the applicable ownership threshold would be able to initiate stockholder action by written consent in accordance with Article EIGHT of the Certificate of Incorporation.
Written-consent amendment — approval contingency · Dépôt 10/04/2026
These programs are at the discretion of our vendor partners and are typically tied to sales or other commitments to be met by us within a specified period of time.
MD&A — discretionary vendor advertising funding · Dépôt 05/08/2026
The cash conversion cycle increased to 21 days at June 30, 2026, compared to 16 days at June 30, 2025.
MD&A — cash conversion cycle deterioration · Dépôt 05/08/2026
