CDW (CDW) Risk Factor Changes

While we expect to continue to pay a quarterly cash dividend on our common stock, any determination to pay dividends in the future will be at the discretion of our Board of Directors and depends upon our results of op…

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including companies in our indu…

debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same, and could negatively impact our net income absent any derivative instruments.

•making it more difficult for us to obtain financing from our vendor partners, including OEMs, software publishers, and cloud providers, and our wholesale distributors;

•requiring us to comply with restrictive covenants (including, among other things, limitations on incurring or guaranteeing additional indebtedness and merging or consolidating with other companies or disposing of sub…

As of December 31, 2025, we had $5.6 billion of total debt outstanding and $353 million of obligations outstanding under our inventory financing agreements, and the ability to borrow an additional $1.9 billion under o…

e-commerce, tax, trade, import and export controls, economic and trade sanctions, anti-corruption, data privacy and security requirements, competition, environmental, social, and governance, and health and safety.

We also are subject to audits by various partners, GPOs, and customers, including government agencies, relating to purchases and sales under various contracts.

We are also subject to intellectual property infringement claims against us in the ordinary course of our business, either because of the products and services we sell or the business systems and processes we use to s…

Our business depends on the timely supply of products in order to meet the demands of our customers.

Our sales are impacted by customer decisions on budget priorities and technology spending, including decisions to defer any such spending.

Weak or unstable economic conditions, inflation, and actions taken by central banks to counter inflation, sustained uncertainty about global political conditions, periods of intense diplomatic or armed conflict, gover…

Political events, trade, and other international disputes, geopolitical tensions, war, terrorism, natural disasters, public health issues, including pandemics, industrial accidents, significant labor disputes and othe…

Our operating results are also highly dependent on Gross profit.

Our future operating results may fluctuate significantly due to the volatility and rapidly changing state of the technology industry, which may result in volatility in the market price of our stock and could impact ou…

We could be exposed to additional costs and risks if we continue to make strategic investments or acquisitions or enter into joint ventures or alliances.

We generally ship hardware products to our customers by third party commercial delivery services and invoice customers for delivery charges.

we could utilize another distribution center or third-party distributors to ship products to our customers, this also may not be sufficient to avoid interruptions in our service and may not enable us to meet all of th…

In order to attract, retain, and motivate key personnel in a competitive marketplace, it is important to provide a competitive compensation package.

various third-party service providers engaged to perform these services on our behalf.

We maintain and periodically upgrade many of our information technology systems, some of which are complex, costly, and time consuming.

Our information technology systems are inherently exposed to varied technological threats beyond our control.

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 m…

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.

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 so…

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 securi…

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…

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.

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.

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 are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

There can be no assurance that we will continue to pay dividends on our common stock or repurchase any of our common stock under our share repurchase program.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which will prevent us from engaging in a business combination with a person who acquires at least 15% of our common stock for a perio…

•provide that our Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws.

•establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

•provide that special meetings of the stockholders can only be called in accordance with certain requirements and limitations set forth in our amended and restated bylaws;

•generally prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;

•authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval,…

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of the Company more difficult without the approval of our Board of Directors.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that may be considered favorable.

In the future, we may also issue our securities in connection with investments or acquisitions.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future.

We and our subsidiaries may be able to incur substantially more debt, including secured debt.

Major debt rating agencies regularly evaluate our debt based on a number of factors, and any rating assigned could be lowered or withdrawn by a rating agency if, in that rating agency’s judgment, future circumstances…

Failure to maintain the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

indebtedness.

If the lenders under our senior credit facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay our senior credit facilities and our other indebtedness or the ability to borrow suf…

The acceleration of amounts outstanding under our senior credit facilities would likely trigger an event of default under our existing indentures.

•could require us to apply all of our available cash to repay these borrowings.

•could elect to declare all borrowings outstanding thereunder, together with accrued and unpaid interest and fees, to be due and payable; or

•will not be required to lend any additional amounts to us;

As a result of these covenants, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs.

•engage in sale leaseback transactions.

•merge or consolidate with other companies or transfer all or substantially all of our assets; and

•enter into transactions with affiliates;

•receive dividends or other payments from our subsidiaries;

Our senior credit facilities and, to a lesser degree, our indentures contain, and any future indebtedness of ours may contain, various covenants that limit our ability to, among other things:

Restrictive covenants under our senior credit facilities and, to a lesser degree, our indentures may adversely affect our operations and liquidity.

•making it more difficult for us to satisfy our obligations with respect to our indebtedness;

Our level of indebtedness could adversely affect our business.

other reasons.

Our operating results are also highly dependent on Gross profit.

In order to attract, retain and motivate key personnel in a competitive marketplace, it is important to provide a competitive compensation package.

We may fail to meet announced guidance or market expectations associated with our financial results, which could adversely affect the market price of our stock.

Additionally, certain of our borrowings, primarily borrowings under our senior unsecured credit facilities, are at variable rates of interest and expose us to interest rate risk, which under certain conditions could c…

A breach of any restrictive covenants under our senior unsecured credit facilities or indentures may result in a default under the terms of that agreement or instrument, upon which we may suffer adverse consequences,…

•increasing our future borrowing costs and reducing our access to capital if major debt rating agencies lower or withdraw any rating assigned to any of our debt;

Our level of indebtedness and obligations pursuant to the agreements and instruments reflecting our indebtedness could adversely affect our business, results of operations, and cash flows.

Our global operations span a variety of legal regimes, subjecting us to numerous complex, diverse, evolving, and at times potentially inconsistent or conflicting laws and regulations in a number of areas, including la…

changes in purchasing protocols, reductions in revenue levels, or significant or prolonged government shutdowns could cause our customers to reduce or delay their purchases or to terminate or not renew their contracts…

We are engaged in a number of strategic and transformational initiatives intended to enable customer‑facing coworkers, accelerate profitable growth, and deliver a full portfolio of capabilities.

If the warehouse and distribution equipment or operations at one of our distribution centers or such facilities or operations of our outsource partners were to be seriously damaged, such as in a fire, or disrupted by…

Our services include professional services, managed services, warranties, configuration services, partner services, and telecom services.

anticipated benefits, or could be defective, contain a security vulnerability, or be improperly installed or managed, and could add costs, complications, and disruptions to our ongoing operations.

comprehensive technology solutions to customers.

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,…

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 intern…