CDW Corporation

Cybersecurity and data protection · Third party data security and vendors

Third parties, such as data center colocation and hosted solution partners, provide services to us and also provide services as a component of our services delivery to customers. These third parties may also utilize or embed AI capabilities in providing their services to us and our customers. These third parties or others that are a part of our supply chain could be a source of security risk.

Cybersecurity and data protection · Insider threats and access controls

In connection with our services business, some of our coworkers have access to our customers' confidential data and other information. We have been subject to breaches in security and are increasingly likely to be exposed to risks from breaches in security, including those arising from human error, negligence, or mismanagement.

Digital transformation and innovation · Digital transformation and modernization

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. However, the execution of these initiatives is subject to significant risks and uncertainties.

Technology infrastructure · Disaster recovery and business continuity

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.

Cybersecurity and data protection · Data privacy and protection regulations

Security breaches could result in legal claims or proceedings, liability, or regulatory penalties under laws protecting the privacy of personal information (including those under the European Union's General Data Protection Regulation and the California Privacy Rights Act), significant remediation costs as well as the loss of partners and existing or potential customers.

International and currency · Foreign exchange and currency exposure

Fluctuations in foreign currency have an effect on our reported results of operations. Fluctuations in the exchange rate of the US dollar relative to the local currencies of our international subsidiaries, particularly the British pound and the Canadian dollar, could cause material fluctuations in our reported results of operations.

Credit and liquidity · Liquidity and cash flow constraints

Our indebtedness could result in requiring us to comply with restrictive covenants which may limit the manner in which we conduct our business and limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate.

Capital structure and performance · Debt management and refinancing

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. Our indebtedness could have important consequences, including requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments.

Market and investment · Asset valuation and impairment

Our financial results could be adversely affected by financial adjustments required by generally accepted accounting principles in the United States of America in connection with these types of transactions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets becomes impaired, we may be required to incur material charges.

Geopolitical and trade · Government funding and budget changes

Decreases or delays in spending on technology products and services by our customers due to government spending and funding policies may have an adverse impact on our business. An adverse change or anticipated change in government spending or funding policies (such as budget cuts or limitations or funding delays) could cause our customers to reduce or delay their purchases.

Geopolitical and trade · International conflicts and tensions

Political events, trade, and other international disputes, geopolitical tensions, war, terrorism, natural disasters, public health issues, including pandemics, industrial accidents, significant labor disputes and other business interruptions can harm or disrupt international commerce and the global economy.

Geopolitical and trade · Trade policies tariffs and sanctions

Trade restrictions, including new or increased tariffs or quotas, embargoes, sanctions, safeguards, and customs restrictions against the products we sell, could increase the cost or reduce the supply of product available to us and adversely affect our business, results of operations, or cash flows.

Natural and catastrophic events · Climate change and environmental impact

A natural disaster or other adverse occurrence at one of our primary facilities could be disrupted by a natural disaster, which may increase in number or severity as a result of climate change.

Reputation and brand · Esg environmental social governance performance

Failure to comply with complex and evolving laws and regulations applicable to our operations or failure to meet stakeholder expectations on environmental sustainability and corporate responsibility matters could adversely affect our business, results of operations, or cash flows.

Reputation and brand · Brand damage and negative publicity

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.

Supply chain and procurement · Transportation and logistics disruption

Increases in the cost of commercial delivery services or disruptions of those services could materially adversely impact our business. Strikes, inclement weather, natural disasters, or other service interruptions by such shippers or periods of increased demand on delivery services could materially adversely affect our ability to deliver or receive products on a timely basis.

Supply chain and procurement · Geographic concentration of suppliers

Our vendor partners manufacture or purchase a significant portion of the products we sell outside of the US, primarily in Asia. Political, social, or economic instability in Asia, or in other regions in which our vendor partners purchase or manufacture the products we sell, could cause disruptions in trade.

Legal and litigation · Litigation and legal proceedings

We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, employment, tort, and other litigation. Current and future litigation that we face may result in substantial costs and expenses and significantly divert the attention of our management.

Customer and revenue · Changing customer preferences and behavior

Our sales are impacted by customer decisions on budget priorities and technology spending, including decisions to defer any such spending. Customers may delay spending while they evaluate new technologies.

Customer and revenue · Customer concentration and key customer dependence

A significant portion of our sales are derived from products manufactured by Apple, Cisco, Dell Technologies, HP Inc., Lenovo, and Microsoft. The loss of, or change in business relationship with, any of these or any other wholesale distributors or key vendor partners could reduce the supply and impact the cost of products we sell.