☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2021
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)
(I.R.S. Employer Identification No.)
75 Tri-State International
Lincolnshire, Illinois
60069
(Address of principal executive offices)
(Zip Code)
(847) 465-6000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
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
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of July 30, 2021, there were 137,495,464 shares of common stock, $0.01 par value, outstanding.
(dollars in millions, except per share data, unless otherwise noted)
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
CDW Corporation ("Parent"), a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the United States ("US"), the United Kingdom ("UK") and Canada. The Company’s broad array of offerings ranges from discrete hardware and software products to integrated IT solutions and services that include on-premise, hybrid and cloud capabilities across data center and networking, digital workspace, security and virtualization.
Throughout this report, the terms the "Company" and "CDW" refer to Parent and its 100% owned subsidiaries.
Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations and does not hold any material assets or engage in any business activities or operations.
Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 (the "Consolidated Financial Statements") have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and the rules and regulations of the US Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "December 31, 2020 Consolidated Financial Statements"). The significant accounting policies used in preparing these Consolidated Financial Statements were applied on a basis consistent with those reflected in the December 31, 2020 Consolidated Financial Statements. In the opinion of management, the Consolidated Financial Statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity as of the dates and for the periods indicated. The unaudited results of operations for such interim periods reported are not necessarily indicative of results for the full year.
Reclassifications
Certain prior period amounts have been reclassified to conform with current period presentation.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.
Use of Estimates
The preparation of the Consolidated Financial Statements in accordance with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes could differ from those estimates.
The notes to the Consolidated Financial Statements contained in the December 31, 2020 Consolidated Financial Statements include a discussion of the Company's significant accounting policies and estimates. Except as noted within Note 2 (Recent Accounting Pronouncements) for the adoption of Accounting Standards Update ("ASU") 2019-12,
(dollars in millions, except per share data, unless otherwise noted)
Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, there have been no changes to the Company's significant accounting policies and estimates during the six months ended June 30, 2021.
2. Recent Accounting Pronouncements
Accounting for Income Taxes
On January 1, 2021, the Company adopted and applied ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("Topic 740") in accordance with the applicable transition methods. Among the various updates, the Company adopted the accounting for ownership changes when transitioning from the equity method to consolidation on a modified retrospective basis, which resulted in a $19 million adjustment to retained earnings as of January 1, 2021 for the cumulative effect of derecognizing the deferred tax liability related to the UK acquisition. The adoption of the remaining components of Topic 740 did not have an impact to the Company’s Consolidated Financial Statements.
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, followed by an amendment issued in January 2021. This ASU temporarily provides optional expedients and exceptions for applying existing guidance to contract modifications, hedging relationships and other transactions that are expected to be affected by reference rate reform. This ASU, as amended, was effective upon issuance and will remain in effect for all contract modifications and hedging relationships entered into through December 31, 2022. The adoption of this ASU along with the related expedients did not have an impact to the Company’s Consolidated Financial Statements.
3. Acquisition
On March 15, 2021, the Company completed the acquisition of Amplified IT LLC ("Amplified IT") through a purchase of all issued and outstanding membership interests. Amplified IT is a Google Premium education partner and leading provider of Google Cloud services, solutions and software for education partners. This strategic acquisition expands the Company's services and solutions capabilities to help schools leverage technology to achieve greater educational outcomes. The financial results of Amplified IT have been included in the Company's Consolidated Financial Statements since the date of the acquisition. These amounts are presented within the Public reportable segment and are insignificant for the three and six months ended June 30, 2021. The purchase price allocation is preliminary and subject to customary closing adjustments and revision as additional information about fair value of assets and liabilities become available. Preliminarily, the Company recorded approximately $88 million of intangible assets, which primarily consisted of customer relationships.
4. Goodwill
The changes in goodwill by reportable segment are as follows:
Corporate
Small Business
Public
Other(1)
Consolidated
Balances as of December 31, 2020(2)
$
1,123.6
$
185.9
$
929.6
$
356.8
$
2,595.9
Amplified IT acquisition(3)
—
—
130.3
—
130.3
Other acquisition adjustments
0.2
—
—
—
0.2
Foreign currency translation
—
—
—
5.5
5.5
Balances as of June 30, 2021(2)
$
1,123.8
$
185.9
$
1,059.9
$
362.3
$
2,731.9
(1)Other is comprised of CDW UK and CDW Canada operating segments.
(2)Goodwill is net of accumulated impairment losses of $1,571 million, $354 million and $28 million related to the Corporate, Public and Other segments, respectively, recorded in 2008 and 2009.
(3)For additional information regarding the Company's acquisition, see Note 3 (Acquisition).
(dollars in millions, except per share data, unless otherwise noted)
5. Inventory Financing Agreements
The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due.
Amounts included in Accounts payable-inventory financing are as follows:
June 30, 2021
December 31, 2020
Revolving Loan inventory financing agreement(1)
$
327.7
$
470.1
Other inventory financing agreements
47.5
54.5
Accounts payable-inventory financing
$
375.2
$
524.6
(1)The senior secured asset-based revolving credit facility includes an inventory floorplan sub-facility that enables the Company to maintain an inventory financing agreement with a financial intermediary to facilitate the purchase of inventory from certain vendors on more favorable terms than offered directly by the vendors.
6. Contract Liabilities and Performance Obligations
The Company's contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services. The Company's contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. As of June 30, 2021 and December 31, 2020, the contract liability balance was $326 million and $244 million, respectively. During the six months ended June 30, 2021 and 2020, the Company recognized revenue of $147 million and $210 million, respectively, related to its contract liabilities.
A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of June 30, 2021 related to noncancelable contracts longer than 12 months in duration that is expected to be recognized over future periods.
As of June 30, 2021, the Company is in compliance with the covenants under the various credit agreements and indentures.
Credit Facility
The Company has a variable rate senior secured asset-based revolving credit facility (the "Revolving Loan") that is denominated in US dollars. The Revolving Loan is used by the Company for borrowings, issuances of letters of credit and floorplan financing. As of June 30, 2021, the Revolving Loan had less than $1 million of undrawn letters of credit, $315 million reserved for the floorplan sub-facility and a borrowing base of $2.3 billion, which is based on the amount of eligible inventory and accounts receivable balances as of May 31, 2021. As of June 30, 2021, the Company could have borrowed up to an additional $1.2 billion under the Revolving Loan.
The Revolving Loan is collateralized by a first priority interest in inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 5 (Inventory Financing Agreements)), deposits and accounts receivable, and by a second priority interest in substantially all other US assets.
Term Loan
The senior secured term loan facility (the "Term Loan") has a variable interest rate, which has effectively been capped through the use of interest rate caps. The interest rates disclosed in the table above represent the variable interest rates in effect on June 30, 2021 and December 31, 2020, respectively. The Company is required to pay quarterly principal installments of $4 million with the remaining principal amount due at the maturity date. As of June 30, 2021, the amount of CDW's restricted payment capacity under the Term Loan was $2.5 billion.
The Term Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory to the extent collateralized under the inventory financing arrangements as described in Note 5 (Inventory Financing Agreements), deposits and accounts receivable, and by a first priority interest in substantially all other US assets.
(dollars in millions, except per share data, unless otherwise noted)
Unsecured Senior Notes
The Senior Notes have fixed interest rates, for which interest is paid semi-annually.
Issuances and Extinguishments
During the first quarter of 2021, the Company amended, extended and increased the size of the Revolving Loan. The amended Revolving Loan (i) authorized CDW UK to draw from the facility, (ii) increased the capacity from $1.45 billion to $1.60 billion, of which $150 million may be borrowed by CDW UK, and (iii) extended the maturity date from March 31, 2022 to March 26, 2026. Due to the addition of CDW UK as a borrower on the amended Revolving Loan, the variable rate CDW UK revolving credit facility was closed. The Company may borrow amounts denominated in US dollars, British pounds or Euros. Additionally, the Company paid off the remaining principal amount on the variable rate CDW UK term loan by drawing on the amended Revolving Loan.
Fair Value
The fair values of the Senior Notes were estimated using quoted market prices for identical liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan was estimated using dealer quotes for identical liabilities in markets that are not considered active. The Senior Notes and Term Loan were classified as Level 2 within the fair value hierarchy. The carrying value of the Revolving Loan approximates its fair value if there are outstanding borrowings.
The approximate fair values and related carrying values of the Company's long-term debt, including current maturities and excluding unamortized discount and unamortized deferred financing fees, were as follows:
June 30, 2021
December 31, 2020
Fair value
$
4,056.3
$
4,077.9
Carrying value
3,953.9
3,954.4
8. Income Taxes
Income tax expense was $97 million and $56 million for the three months ended June 30, 2021 and 2020, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.2% and 22.9% for the three months ended June 30, 2021 and 2020, respectively. The effective tax rate for the three months ended June 30, 2021 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023, partially offset by excess tax benefits on equity-based compensation. The effective tax rate for the three months ended June 30, 2020 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.
Income tax expense was $153 million and $100 million for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 23.2% and 21.9% for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate for the six months ended June 30, 2021 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023, partially offset by excess tax benefits on equity-based compensation. The effective tax rate for the six months ended June 30, 2020 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.
9. Earnings Per Share
The numerator for both basic and diluted earnings per share is Net income. The denominator for basic earnings per share is the weighted-average shares outstanding during the period.
(dollars in millions, except per share data, unless otherwise noted)
A reconciliation of basic weighted-average shares outstanding to diluted weighted-average shares outstanding is as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2021
2020
2021
2020
Basic weighted-average shares outstanding
139.8
142.4
140.6
142.5
Effect of dilutive securities(1)
1.9
1.9
1.8
2.1
Diluted weighted-average shares outstanding(2)
141.7
144.3
142.4
144.6
(1)The dilutive effect of outstanding stock options, restricted stock units, performance share units and Coworker Stock Purchase Plan units is reflected in the diluted weighted-average shares outstanding using the treasury stock method.
(2)There were fewer than 0.1 million potential common shares excluded from diluted weighted-average shares outstanding for both the three and six months ended June 30, 2021 and 2020 as their inclusion would have had an anti-dilutive effect.
10. Commitments and Contingencies
The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state, international, national, provincial and local authorities, and by various partners, group purchasing organizations and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the US bankruptcy laws or similar laws of the jurisdictions for the Company's business activities outside of the US. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.
As of June 30, 2021, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's consolidated financial statements could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.
(dollars in millions, except per share data, unless otherwise noted)
11. Segment Information
The Company has three reportable segments: Corporate, which is comprised primarily of US private sector business customers with more than 250 employees, Small Business, which primarily serves US private sector business customers with up to 250 employees, and Public, which is comprised of government agencies and education and healthcare institutions in the US. The Company has two other operating segments: CDW UK and CDW Canada, both of which do not meet the reportable segment quantitative thresholds and, accordingly, are included in an all other category ("Other"). Headquarters function costs that are not allocated to the segments are included under the heading of "Headquarters" in the tables below.
Information about the Company's segments is as follows:
(dollars in millions, except per share data, unless otherwise noted)
Geographic Areas and Revenue Mix
Three Months Ended June 30, 2021
Corporate
Small Business
Public
Other
Total
Geography(1)
United States
$
1,976.2
$
482.9
$
2,080.7
$
4.7
$
4,544.5
Rest of World
7.1
—
—
594.8
601.9
Total Net sales
1,983.3
482.9
2,080.7
599.5
5,146.4
Major Product and Services
Hardware
1,586.5
416.4
1,763.9
458.8
4,225.6
Software
267.6
49.4
242.5
78.3
637.8
Services
110.9
11.3
70.1
59.4
251.7
Other(2)
18.3
5.8
4.2
3.0
31.3
Total Net sales
1,983.3
482.9
2,080.7
599.5
5,146.4
Sales by Channel
Corporate
1,983.3
—
—
—
1,983.3
Small Business
—
482.9
—
—
482.9
Government
—
—
513.4
—
513.4
Education
—
—
1,112.1
—
1,112.1
Healthcare
—
—
455.2
—
455.2
Other
—
—
—
599.5
599.5
Total Net sales
1,983.3
482.9
2,080.7
599.5
5,146.4
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal
1,789.2
451.6
1,953.5
527.2
4,721.5
Transferred at a point in time where CDW is agent
120.7
25.9
85.0
19.8
251.4
Transferred over time where CDW is principal
73.4
5.4
42.2
52.5
173.5
Total Net sales
$
1,983.3
$
482.9
$
2,080.7
$
599.5
$
5,146.4
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.
(dollars in millions, except per share data, unless otherwise noted)
Three Months Ended June 30, 2020
Corporate
Small Business
Public
Other
Total
Geography(1)
United States
$
1,542.9
$
302.1
$
2,022.1
$
3.8
$
3,870.9
Rest of World
14.6
—
—
480.2
494.8
Total Net sales
1,557.5
302.1
2,022.1
484.0
4,365.7
Major Product and Services(2)
Hardware
1,211.6
247.7
1,724.8
365.1
3,549.2
Software
238.9
42.6
222.5
68.3
572.3
Services
93.1
7.1
66.2
48.4
214.8
Other(3)
13.9
4.7
8.6
2.2
29.4
Total Net sales
1,557.5
302.1
2,022.1
484.0
4,365.7
Sales by Channel
Corporate
1,557.5
—
—
—
1,557.5
Small Business
—
302.1
—
—
302.1
Government
—
—
719.7
—
719.7
Education
—
—
876.8
—
876.8
Healthcare
—
—
425.6
—
425.6
Other
—
—
—
484.0
484.0
Total Net sales
1,557.5
302.1
2,022.1
484.0
4,365.7
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal
1,387.2
280.7
1,854.2
426.2
3,948.3
Transferred at a point in time where CDW is agent
112.2
18.9
68.3
14.8
214.2
Transferred over time where CDW is principal
58.1
2.5
99.6
43.0
203.2
Total Net sales
$
1,557.5
$
302.1
$
2,022.1
$
484.0
$
4,365.7
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the three months ended June 30, 2021.
(3)Includes items such as delivery charges to customers.
(dollars in millions, except per share data, unless otherwise noted)
Six Months Ended June 30, 2021
Corporate
Small Business
Public
Other
Total
Geography(1)
United States
$
3,779.7
$
915.6
$
4,002.4
$
9.3
$
8,707.0
Rest of World
9.2
—
—
1,267.7
1,276.9
Total Net sales
3,788.9
915.6
4,002.4
1,277.0
9,983.9
Major Product and Services
Hardware
3,007.3
784.6
3,431.8
971.5
8,195.2
Software
534.6
98.5
433.9
176.3
1,243.3
Services
213.5
21.5
128.0
122.6
485.6
Other(2)
33.5
11.0
8.7
6.6
59.8
Total Net sales
3,788.9
915.6
4,002.4
1,277.0
9,983.9
Sales by Channel
Corporate
3,788.9
—
—
—
3,788.9
Small Business
—
915.6
—
—
915.6
Government
—
—
1,029.5
—
1,029.5
Education
—
—
2,055.4
—
2,055.4
Healthcare
—
—
917.5
—
917.5
Other
—
—
—
1,277.0
1,277.0
Total Net sales
3,788.9
915.6
4,002.4
1,277.0
9,983.9
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal
3,416.9
853.6
3,779.4
1,127.8
9,177.7
Transferred at a point in time where CDW is agent
233.0
52.8
143.1
43.2
472.1
Transferred over time where CDW is principal
139.0
9.2
79.9
106.0
334.1
Total Net sales
$
3,788.9
$
915.6
$
4,002.4
$
1,277.0
$
9,983.9
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Includes items such as delivery charges to customers.
(dollars in millions, except per share data, unless otherwise noted)
Six Months Ended June 30, 2020
Corporate
Small Business
Public
Other
Total
Geography(1)
United States
$
3,450.7
$
693.6
$
3,547.4
$
10.0
$
7,701.7
Rest of World
17.8
—
—
1,035.4
1,053.2
Total Net sales
3,468.5
693.6
3,547.4
1,045.4
8,754.9
Major Product and Services(2)
Hardware
2,729.5
572.8
2,940.0
776.3
7,018.6
Software
511.1
95.4
457.6
161.6
1,225.7
Services
193.1
15.4
134.1
102.8
445.4
Other(3)
34.8
10.0
15.7
4.7
65.2
Total Net sales
3,468.5
693.6
3,547.4
1,045.4
8,754.9
Sales by Channel
Corporate
3,468.5
—
—
—
3,468.5
Small Business
—
693.6
—
—
693.6
Government
—
—
1,288.2
—
1,288.2
Education
—
—
1,353.0
—
1,353.0
Healthcare
—
—
906.2
—
906.2
Other
—
—
—
1,045.4
1,045.4
Total Net sales
3,468.5
693.6
3,547.4
1,045.4
8,754.9
Timing of Revenue Recognition
Transferred at a point in time where CDW is principal
3,128.2
647.4
3,258.8
925.2
7,959.6
Transferred at a point in time where CDW is agent
219.8
40.9
120.6
28.0
409.3
Transferred over time where CDW is principal
120.5
5.3
168.0
92.2
386.0
Total Net sales
$
3,468.5
$
693.6
$
3,547.4
$
1,045.4
$
8,754.9
(1)Net sales by geography is generally based on the ship-to address with the exception of certain services that may be performed at, or on behalf of, multiple locations. Such service arrangements are categorized based on the bill-to address.
(2)Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the six months ended June 30, 2021.
(3)Includes items such as delivery charges to customers.
(dollars in millions, except per share data, unless otherwise noted)
The following table presents Net sales by major category for the three and six months ended June 30, 2021 and 2020. Categories are based upon internal classifications.
Three Months Ended June 30,
2021
2020(1)
Net Sales
Percentage of Total Net Sales
Net Sales
Percentage of Total Net Sales
Notebooks/Mobile Devices
$
1,710.1
33.2
%
$
1,427.7
32.7
%
Netcomm Products
483.8
9.4
471.2
10.8
Desktops
293.7
5.7
254.4
5.8
Video
410.5
8.0
246.8
5.7
Enterprise and Data Storage (Including Drives)
242.5
4.7
200.1
4.6
Other Hardware
1,085.0
21.1
949.0
21.7
Total Hardware
4,225.6
82.1
3,549.2
81.3
Software(2)
637.8
12.4
572.3
13.1
Services(2)
251.7
4.9
214.8
4.9
Other(3)
31.3
0.6
29.4
0.7
Total Net sales
$
5,146.4
100.0
%
$
4,365.7
100.0
%
Six Months Ended June 30,
2021
2020(1)
Net Sales
Percentage of Total Net Sales
Net Sales
Percentage of Total Net Sales
Notebooks/Mobile Devices
$
3,302.8
33.1
%
$
2,538.2
29.0
%
Netcomm Products
938.4
9.4
926.0
10.6
Desktops
558.9
5.6
636.7
7.3
Video
736.5
7.4
560.3
6.4
Enterprise and Data Storage (Including Drives)
502.1
5.0
440.9
5.0
Other Hardware
2,156.5
21.6
1,916.5
21.9
Total Hardware
8,195.2
82.1
7,018.6
80.2
Software(2)
1,243.3
12.5
1,225.7
14.0
Services(2)
485.6
4.9
445.4
5.1
Other(3)
59.8
0.5
65.2
0.7
Total Net sales
$
9,983.9
100.0
%
$
8,754.9
100.0
%
(1)Amounts have been reclassified for changes in individual product classifications to conform to the presentation for the three and six months ended June 30, 2021.
(2)Certain software and services revenues are recorded on a net basis as the Company is acting as an agent in the transaction. As a result, the category percentage of net revenues is not representative of the category percentage of gross profits.
(3)Includes items such as delivery charges to customers.
(dollars in millions, except per share data, unless otherwise noted)
12. Subsequent Event
On July 30, 2021, the Company completed the acquisition of Focal Point Data Risk LLC and certain affiliates ("Focal Point") through a purchase of all issued and outstanding equity interests. Focal Point is a leading US based cybersecurity services firm that brings an expert team with deep capabilities in identity and access management as well as the ability to serve customers across the full cybersecurity landscape. This strategic acquisition expands the Company’s services and capabilities to help customers address risks posed by malicious cyber threats and cyber workforce shortages, while helping customers navigate shifting data protection laws.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," the terms "we," "us," "the Company," "our," "CDW" and similar terms refer to CDW Corporation and its subsidiaries. "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited interim Consolidated Financial Statements and the related notes included elsewhere in this report and with the audited Consolidated Financial Statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See "Forward-Looking Statements" at the end of this discussion.
Overview
CDW Corporation, a Fortune 500 company and member of the S&P 500 Index, is a leading multi-brand provider of information technology ("IT") solutions to small, medium and large business, government, education and healthcare customers in the US, the 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, hybrid and cloud capabilities across data center and networking, digital workspace, security and virtualization.
We are vendor, technology and consumption model "agnostic", with a solutions portfolio including more than 100,000 products and services from more than 1,000 leading and emerging brands. Our solutions are delivered in physical, virtual and cloud-based environments through approximately 7,000 customer-facing coworkers, including sellers, highly-skilled technology specialists and advanced service delivery engineers. We are a leading sales channel partner for many original equipment manufacturers ("OEMs"), software publishers and cloud providers (collectively, our "vendor partners"), 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 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").
We may sell all or only select products that our vendor partners 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 resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. 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. A significant portion of our advertising and marketing expenses are reimbursed through cooperative advertising programs with our vendor partners. 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.
Trends and Key Factors Affecting our Financial Performance
We believe the following key factors may have a meaningful impact on our business performance, influencing our ability to generate sales and achieve our targeted financial and operating results:
•General economic conditions are a key factor affecting our results as they impact our customers' willingness to spend on information technology. This is particularly the case for our Corporate and Small Business customers, as their purchases tend to reflect confidence in their business prospects, which are driven by their discrete perceptions of business and general economic conditions. Additionally, changes in trade policy and product constraints from suppliers could have an adverse impact on our business.
•The global spread of the novel coronavirus ("COVID-19") pandemic continues to create macroeconomic uncertainty, volatility and disruption, including supply constraints. The supply constraints are being caused primarily by component availability, resulting in extended lead times and unpredictability. In 2021, customer top priorities have been digital transformation, security, hybrid and cloud solutions, client devices, and preparing for workers to return to the office and enhancing remote enablement capabilities as hybrid environments become the future work model. We have orchestrated solutions by leveraging client devices, accessories, collaboration tools, security, software and hybrid and cloud offerings to help customers build these capabilities and achieve their objectives.
•Changes in spending policies, budget priorities and funding levels, including current and future stimulus packages, are key factors influencing the purchasing levels of Government, Healthcare and Education customers. As schools prepare for students to return this fall, Education customers have prioritized investments towards equity and access for all students and enhancing the in-classroom experience. In addition, Healthcare customers resumed projects that were paused during the pandemic as budget certainty improved as more patients returned to elective procedures. As the duration and ongoing economic impacts of the COVID-19 pandemic remain uncertain, current and future budget priorities and funding levels for Government, Healthcare and Education customers may be adversely affected.
•Technology trends drive customer purchasing behaviors in the market. Current technology trends are focused on delivering greater flexibility and efficiency, as well as designing IT securely. These trends are driving customer adoption of solutions such as those delivered via cloud, software defined architectures and hybrid on-premise and off-premise combinations, as well as the evolution of the IT consumption model to more "as a service" offerings, including Device as a Service and managed services. Technology trends could also change as customers consider the impact of the COVID-19 pandemic on their operations.
Key Business Metrics
We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin, Net income, Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income, Net sales growth on a constant currency basis, Net income per diluted share, Non-GAAP net income per diluted share, free cash flow, return on working capital, Cash and cash equivalents, net working capital, cash conversion cycle, debt levels including available credit, sales per coworker and coworker turnover. These measures and ratios are compared to standards or objectives set by management, so that actions can be taken, as necessary, in order to achieve the standards and objectives.
In this report, we discuss Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis, which are non-GAAP financial measures.
We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business. For the definitions of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis and reconciliations to the most directly comparable US GAAP measure, see "Results of Operations - Non-GAAP Financial Measure Reconciliations."
The results of certain business metrics are as follows:
Three Months Ended June 30,
(dollars in millions)
2021
2020
Net sales
$
5,146.4
$
4,365.7
Gross profit
882.8
747.2
Operating income
369.9
283.4
Net income
274.1
189.1
Non-GAAP operating income
418.1
338.2
Non-GAAP net income
286.1
225.3
Average daily sales(1)
80.4
68.2
Net debt(2)
3,427.8
2,941.1
Cash conversion cycle (in days)(3)
21
25
(1) There were 64 selling days for both the three months ended June 30, 2021 and 2020.
(2) Defined as Total debt minus Cash and cash equivalents.
(3) Cash conversion cycle is defined as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable and Accounts payable-inventory financing, based on a rolling three-month average.
Results of Operations
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Results of operations, in dollars and as a percentage of Net sales are as follows:
Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales are as follows:
Three Months Ended June 30,
2021
2020
(dollars in millions)
Net Sales
Percentage of Total Net Sales
Net Sales
Percentage of Total Net Sales
Dollar Change
Percent
Change(1)
Corporate
$
1,983.3
38.5
%
$
1,557.5
35.7
%
$
425.8
27.3
%
Small Business
482.9
9.4
302.1
6.9
180.8
59.8
Public:
Government
513.4
10.0
719.7
16.5
(206.3)
(28.7)
Education
1,112.1
21.6
876.8
20.1
235.3
26.8
Healthcare
455.2
8.8
425.6
9.7
29.6
7.0
Total Public
2,080.7
40.4
2,022.1
46.3
58.6
2.9
Other
599.5
11.7
484.0
11.1
115.5
23.8
Total Net sales
$
5,146.4
100.0
%
$
4,365.7
100.0
%
$
780.7
17.9
%
(1)There were 64 selling days for both the three months ended June 30, 2021 and 2020.
Total Net sales for the three months ended June 30, 2021 increased $781 million, or 17.9%, to $5,146 million, compared to the three months ended June 30, 2020. Excluding the impact of foreign currency fluctuations, constant currency Net sales growth was 16.3%. Net sales growth was primarily driven by Corporate, Education and Small Business customers. Our Corporate and Small Business customers prepared for returning to the office and optimizing hybrid work environment capabilities, while Education customers prioritized equity and access to learning and enhancing the in-classroom experience. For additional information, see Note 11 (Segment Information) to the accompanying Consolidated Financial Statements and "Non-GAAP Financial Measure Reconciliations" below regarding constant currency Net sales growth.
Corporate segment Net sales for the three months ended June 30, 2021 increased $426 million, or 27.3%, compared to the three months ended June 30, 2020. Expectations that a hybrid environment will become the future work model resulted in increased demand for notebooks/mobile devices, video and accessories. Additionally, Corporate customers resumed infrastructure projects, driving growth in servers, enterprise storage and software.
Small Business segment Net sales for the three months ended June 30, 2021 increased $181 million, or 59.8%, compared to the three months ended June 30, 2020. Customers continued to focus on productivity and mobility as Net sales growth was driven by notebooks/mobile devices and increased demand for video.
Public segment Net sales for the three months ended June 30, 2021 increased $59 million, or 2.9%, compared to the three months ended June 30, 2020. Net sales to Education customers increased 26.8% primarily driven by integrated solutions including notebooks/mobile devices, video, accessories and services. Schools have prioritized equity and access to learning and are investing in the interactive classroom experience to prepare for students returning to in-person learning in the fall. Net sales to Healthcare customers increased 7.0% primarily due to desktops and video. Healthcare customers saw patients returning for elective procedures which increased confidence in budgets, enabling delayed projects to restart. Net sales to Government customers decreased 28.7% primarily driven by notebooks/mobile devices and desktops, and the completion of the Census project, comprised of other hardware, including accessories and smartphones, and services.
Net sales in Other, which is comprised of results from our UK and Canadian operations, for the three months ended June 30, 2021 increased $116 million, or 23.8%, compared to the three months ended June 30, 2020. In local currency, Canada Net sales increased as a result of increased customer confidence and higher vaccination rates while UK Net sales decreased due to a slower economic recovery. Customers in the UK and Canada continued to focus on productivity, mobility and security as Net sales growth was driven primarily by notebooks/mobile devices, video and other hardware, including accessories. The impact of foreign currency exchange increased Other Net sales by 13.9%, primarily due to the favorable translation of the Canadian dollar and British pound to the US dollar.
Gross profit increased $136 million, or 18.2%, to $883 million for the three months ended June 30, 2021, compared to $747 million for the three months ended June 30, 2020. As a percentage of Net sales, Gross profit margin increased 10 basis points to 17.2% for the three months ended June 30, 2021. The increase in Gross profit margin was primarily driven by an increase in the mix of net service contract revenue, primarily Software as a Service, and increased Net sales and margins on professional services, partially offset by overlapping higher margin configuration services in the prior year.
Selling and administrative expenses
Selling and administrative expenses increased $49 million, or 10.6%, to $513 million for the three months ended June 30, 2021, compared to $464 million for the three months ended June 30, 2020. The increase was primarily driven by higher sales payroll expenses consistent with higher Gross profit, higher coworker count and higher performance-based compensation consistent with higher attainment against goals, partially offset by lower intangible asset amortization. Total coworker count was 10,666, up 618 from 10,048 at June 30, 2020 primarily due to an increase in new hires during 2021 and customer-facing coworkers as a result of our recent acquisitions.
As a percentage of total Net sales, Selling and administrative expenses decreased 60 basis points to 10.0% during the three months ended June 30, 2021, compared to 10.6% in the three months ended June 30, 2020 primarily due to lower intangible asset amortization, partially offset by higher payroll expenses.
Operating income
Operating income by segment, in dollars and as a percentage of Net sales, and the year-over-year percentage change are as follows:
Three Months Ended June 30,
2021
2020
Dollars in Millions
Operating Margin
Dollars in Millions
Operating Margin
Percent Change in Operating Income
Segments:(1)
Corporate
$
175.2
8.8
%
$
123.0
7.9
%
42.3
%
Small Business
44.0
9.1
21.0
7.0
109.4
Public
153.3
7.4
159.9
7.9
(4.1)
Other(2)
23.7
4.0
16.5
3.4
42.8
Headquarters(3)
(26.3)
nm*
(37.0)
nm*
28.9
Total Operating income
$
369.9
7.2
%
$
283.4
6.5
%
30.5
%
* Not meaningful
(1)Segment operating income includes the segment's direct operating income, allocations for certain Headquarters' costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.
(2)Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.
(3)Includes certain Headquarters' function costs that are not allocated to the segments.
Operating income was $370 million for the three months ended June 30, 2021, an increase of $87 million, or 30.5%, compared to $283 million for the three months ended June 30, 2020. Operating income increased primarily due to higher Gross profit dollars and lower intangible asset amortization, partially offset by higher sales payroll expenses consistent with higher Gross profit, higher coworker count and higher performance-based compensation consistent with higher attainment against goals. Total operating margin percentage increased 70 basis points to 7.2% for the three months ended June 30, 2021, compared to 6.5% for the three months ended June 30, 2020 primarily due to lower intangible asset amortization as a percentage of Net sales, partially offset by higher payroll expenses.
Corporate segment Operating income was $175 million for the three months ended June 30, 2021, an increase of $52 million, or 42.3%, compared to $123 million for the three months ended June 30, 2020. Corporate segment Operating income increased primarily due to higher Gross profit dollars and lower intangible asset amortization, partially offset by higher sales payroll and
performance-based compensation expenses. Corporate segment operating margin percentage increased 90 basis points to 8.8% for the three months ended June 30, 2021, compared to 7.9% for the three months ended June 30, 2020 primarily due to lower intangible asset amortization as a percentage of Net sales, partially offset by higher payroll expenses.
Small Business segment Operating income was $44 million for the three months ended June 30, 2021, an increase of $23 million, or 109.4%, compared to $21 million for the three months ended June 30, 2020. Small Business segment Operating income increased primarily due to higher Gross profit dollars and lower intangible asset amortization, partially offset by higher sales payroll expenses. Small Business segment operating margin percentage increased 210 basis points to 9.1% for the three months ended June 30, 2021, compared to 7.0% for the three months ended June 30, 2020, primarily due to lower intangible asset amortization and lower payroll expenses as a percentage of Net sales, partially offset by lower product margin.
Public segment Operating income was $153 million for the three months ended June 30, 2021, a decrease of $7 million, or 4.1%, compared to $160 million for the three months ended June 30, 2020. Public segment Operating income decreased primarily due to higher sales payroll and performance-based compensation expenses, partially offset by higher Gross profit dollars. Public segment operating margin percentage decreased 50 basis points to 7.4% for the three months ended June 30, 2021, compared to 7.9% for the three months ended June 30, 2020, primarily due to higher payroll expenses as a percentage of Net sales, partially offset by higher margin from mixing into net service contract revenue.
Other Operating income was $24 million for the three months ended June 30, 2021, an increase of $7 million, or 42.8%, compared to $17 million for the three months ended June 30, 2020. Other Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll expenses. Other operating margin percentage increased 60 basis points to 4.0% for the three months ended June 30, 2021, compared to 3.4% for the three months ended June 30, 2020 primarily due to lower payroll expenses, integration costs, intangible asset amortization, and other selling and administrative expenses as a percentage of Net sales, partially offset by lower product margin.
Interest expense, net
Interest expense, net for the three months ended June 30, 2021 was $36 million, a decrease of $4 million compared to $40 million for the three months ended June 30, 2020. This decrease was primarily driven by the benefits from the August 2020 senior notes refinancing, a lower effective interest rate on the Term Loan in 2021 compared to 2020 and lower borrowings under the revolving credit facility in 2021 compared to 2020.
Other income, net
During the three months ended June 30, 2021, we sold all ownership interests of an equity method investment and recognized a $36 million gain.
Income tax expense
Income tax expense was $97 million and $56 million for the three months ended June 30, 2021 and 2020, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 26.2% and 22.9% for the three months ended June 30, 2021 and 2020, respectively. The effective tax rate for the three months ended June 30, 2021 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023, partially offset by excess tax benefits on equity-based compensation. The effective tax rate for the three months ended June 30, 2020 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.
The higher effective tax rate for the three months ended June 30, 2021 as compared to the same period in the prior year was primarily attributable to lower excess tax benefits on equity-based compensation and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023.
Non-GAAP Financial Measure Reconciliations
We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis for the three months ended June 30, 2021 and 2020 below.
Non-GAAP operating income excludes, among other things, charges related to the amortization of acquisition-related intangible assets, equity-based compensation and the associated payroll taxes, and acquisition and integration expenses. Non-GAAP operating income margin is defined as Non-GAAP operating income as a percentage of Net sales. Non-GAAP income before income taxes and Non-GAAP net income exclude, among other things, charges related to acquisition-related intangible asset
amortization, equity-based compensation, acquisition and integration expenses, and the associated tax effects of each. Net sales growth on a constant currency basis is defined as Net sales growth excluding the impact of foreign currency translation on Net sales compared to the prior period.
Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance or financial position that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with US GAAP. Non-GAAP measures used by management may differ from similar measures used by other companies, even when similar terms are used to identify such measures.
We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that management believes are not reflective of underlying operating performance. Management uses these measures to evaluate period-over-period performance as management believes they provide a more comparable measure of the underlying business.
Non-GAAP operating income
Non-GAAP operating income was $418 million for the three months ended June 30, 2021, an increase of $80 million, or 23.6%, compared to $338 million for the three months ended June 30, 2020. As a percentage of Net sales, Non-GAAP operating income was 8.1% and 7.7% for the three months ended June 30, 2021 and 2020, respectively.
Three Months Ended June 30,
(dollars in millions)
2021
2020
Operating income, as reported
$
369.9
$
283.4
Amortization of intangibles(1)
24.4
44.4
Equity-based compensation
20.6
5.6
Other adjustments
3.2
4.8
Non-GAAP operating income
$
418.1
$
338.2
Non-GAAP operating income margin
8.1
%
7.7
%
(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.
Non-GAAP net income
Non-GAAP net income was $286 million for the three months ended June 30, 2021, an increase of $61 million, or 27.0%, compared to $225 million for the three months ended June 30, 2020.
Three Months Ended June 30,
2021
2020
(dollars in millions)
Income before income taxes
Income tax expense(1)
Net income
Income before income taxes
Income tax expense(1)
Net income
US GAAP, as reported
$
371.2
$
(97.1)
$
274.1
$
245.4
$
(56.3)
$
189.1
Gain on sale of equity method investment
(36.0)
8.8
(27.2)
—
—
—
Amortization of intangibles(2)
24.4
(1.8)
22.6
44.4
(11.1)
33.3
Equity-based compensation
20.6
(6.2)
14.4
5.6
(6.3)
(0.7)
Other adjustments
3.2
(1.0)
2.2
4.8
(1.2)
3.6
Non-GAAP
$
383.4
$
(97.3)
$
286.1
$
300.2
$
(74.9)
$
225.3
(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.
(2)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.
Net sales increased $781 million, or 17.9%, to $5,146 million for the three months ended June 30, 2021, compared to the three months ended June 30, 2020. Net sales on a constant currency basis, which excludes the impact of foreign currency translation, increased $720 million, or 16.3%.
Three Months Ended June 30,
(dollars in millions)
2021
2020
% Change(1)
Net sales, as reported
$
5,146.4
$
4,365.7
17.9
%
Foreign currency translation(2)
—
61.1
Net sales, on a constant currency basis
$
5,146.4
$
4,426.8
16.3
%
(1)There were 64 selling days for both the three months ended June 30, 2021 and 2020.
(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the current year.
Six Months Overview
The results of certain business metrics are as follows:
Six Months Ended June 30,
(dollars in millions)
2021
2020
Net sales
$
9,983.9
$
8,754.9
Gross profit
1,678.0
1,503.7
Operating income
693.3
529.2
Net income
506.7
357.0
Non-GAAP operating income
785.8
642.1
Non-GAAP net income
535.5
425.3
Average daily sales(1)
78.6
68.4
Net debt(2)
3,427.8
2,941.1
Cash conversion cycle (in days)(3)
21
25
(1) There were 127 and 128 selling days for the six months ended June 30, 2021 and 2020, respectively.
(2) Defined as Total debt minus Cash and cash equivalents.
(3) Cash conversion cycle is defined as days of sales outstanding in Accounts receivable and certain receivables due from vendors plus days of supply in Merchandise inventory minus days of purchases outstanding in Accounts payable and Accounts payable-inventory financing, based on a rolling three-month average.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
Results of operations, in dollars and as a percentage of Net sales are as follows:
Six Months Ended June 30,
2021
2020
Dollars in Millions
Percentage of Net Sales
Dollars in Millions
Percentage of Net Sales
Net sales
$
9,983.9
100.0
%
$
8,754.9
100.0
%
Cost of sales
8,305.9
83.2
7,251.2
82.8
Gross profit
1,678.0
16.8
1,503.7
17.2
Selling and administrative expenses
984.7
9.9
974.5
11.2
Operating income
693.3
6.9
529.2
6.0
Interest expense, net
(71.1)
(0.7)
(77.6)
(0.9)
Other income, net
37.9
0.4
5.6
0.1
Income before income taxes
660.1
6.6
457.2
5.2
Income tax expense
(153.4)
(1.5)
(100.2)
(1.1)
Net income
$
506.7
5.1
%
$
357.0
4.1
%
Net sales
Net sales by segment, in dollars and as a percentage of total Net sales, and the year-over-year dollar and percentage change in Net sales are as follows:
Six Months Ended June 30,
2021
2020
(dollars in millions)
Net Sales
Percentage of Total Net Sales
Net Sales
Percentage of Total Net Sales
Dollar Change
Percent Change
Average Daily Sales Percent Change(1)
Corporate
$
3,788.9
37.9
%
$
3,468.5
39.6
%
$
320.4
9.2
%
10.1
%
Small Business
915.6
9.2
693.6
7.9
222.0
32.0
33.0
Public:
Government
1,029.5
10.3
1,288.2
14.7
(258.7)
(20.1)
(19.5)
Education
2,055.4
20.6
1,353.0
15.5
702.4
51.9
53.1
Healthcare
917.5
9.2
906.2
10.4
11.3
1.3
2.0
Total Public
4,002.4
40.1
3,547.4
40.6
455.0
12.8
13.7
Other
1,277.0
12.8
1,045.4
11.9
231.6
22.2
23.1
Total Net sales
$
9,983.9
100.0
%
$
8,754.9
100.0
%
$
1,229.0
14.0
%
14.9
%
(1)There were 127 and 128 selling days for the six months ended June 30, 2021 and 2020, respectively.
Total Net sales for the six months ended June 30, 2021 increased $1,229 million to $9,984 million, compared to the six months ended June 30, 2020. There was one less selling day in the six months ended June 30, 2021 compared to the same period of 2020, and Net sales on an average daily sales basis increased 14.9%. Excluding the impact of foreign currency fluctuations, constant currency Net sales growth on an average daily sales basis was 13.6%. Net sales growth was primarily driven by Education, Corporate and Small Business customers. Our Education customers prioritized equity and access to learning and enhancing the in-classroom experience, while Corporate and Small Business customers prepared for returning to the office and optimizing hybrid work environment capabilities. For additional information, see Note 11 (Segment Information) to the accompanying Consolidated Financial Statements and "Non-GAAP Financial Measure Reconciliations" below regarding constant currency Net sales growth.
Corporate segment Net sales for the six months ended June 30, 2021 increased $320 million, or 9.2%, compared to the six months ended June 30, 2020. On an average daily sales basis, Corporate segment Net sales increased 10.1%. Expectations that a hybrid environment will become the future work model resulted in higher demand for notebooks/mobile devices, video and accessories. Additionally, Corporate customers resumed infrastructure projects, driving growth in servers, enterprise storage and software.
Small Business segment Net sales for the six months ended June 30, 2021 increased $222 million, or 32.0%, compared to the six months ended June 30, 2020. On an average daily sales basis, Small Business segment Net sales increased 33.0%. Customers continued to focus on productivity and mobility as Net sales growth was driven by notebooks/mobile devices, video and accessories.
Public segment Net sales for the six months ended June 30, 2021 increased $455 million, or 12.8%, compared to the six months ended June 30, 2020. On an average daily sales basis, Public segment Net sales increased 13.7%. Net sales to Education customers increased 53.1% on an average daily sales basis primarily driven by integrated solutions including notebooks/mobile devices, video, accessories and services. Schools have prioritized equity and access to learning and investing in the interactive classroom experience to prepare for students returning to in-person learning in the fall. Net sales to Healthcare customers increased 2.0% on an average daily sales basis primarily due to services, servers and video, partially offset by notebooks/mobile devices. Healthcare customers saw patients returning for elective procedures which increased confidence in budgets, enabling delayed projects to restart. Net sales to Government customers decreased 19.5% on an average daily sales basis primarily driven by notebooks/mobile devices and desktops, software reflecting the continued mix into Software as a Service, and the completion of the Census project, comprised of other hardware, including accessories and smartphones, and services. These decreases were partially offset by increased infrastructure spending in enterprise storage.
Net sales in Other, which is comprised of results from our UK and Canadian operations, for the six months ended June 30, 2021 increased $232 million, or 22.2%, compared to the six months ended June 30, 2020. On an average daily sales basis, Other increased 23.1%. In local currency, Canada Net sales increased as a result of increased customer confidence and higher vaccination rates while UK Net sales increased at a lower rate due to a slower economic recovery. Customers in the UK and Canada continued to focus on productivity and mobility as Net sales growth was driven by notebooks/mobile devices, video and other hardware, including accessories. The impact of foreign currency exchange further increased Other Net sales by 11.0%, primarily due to the favorable translation of the Canadian dollar and British pound to the US dollar.
Gross profit
Gross profit increased $174 million, or 11.6%, to $1,678 million for the six months ended June 30, 2021, compared to $1,504 million for the six months ended June 30, 2020. As a percentage of Net sales, Gross profit margin decreased 40 basis points to 16.8% for the six months ended June 30, 2021. The decrease in Gross profit margin was primarily driven by lower product margin, including notebook mix and rate, and overlapping higher margin configuration services in the prior year, partially offset by an increase in the mix of net service contract revenue, primarily Software as a Service, and increased Net sales and margins on professional services.
Selling and administrative expenses
Selling and administrative expenses increased $10 million, or 1.1%, to $985 million for the six months ended June 30, 2021, compared to $975 million for the six months ended June 30, 2020. The increase was primarily due to higher payroll expenses consistent with higher Gross profit, higher coworker count and higher performance-based compensation consistent with higher attainment against goals, partially offset by lower intangible asset amortization and lower bad debt expense. Total coworker count was 10,666, up 618 from 10,048 at June 30, 2020 primarily due to an increase in new hires during 2021 and customer-facing coworkers as a result of our recent acquisitions.
As a percentage of Net sales, Selling and administrative expenses decreased 120 basis points to 9.9% during the six months ended June 30, 2021, compared to 11.1% for the six months ended June 30, 2020, primarily due to lower intangible asset amortization and lower bad debt expense.
Operating income by segment, in dollars and as a percentage of Net sales, and the year-over-year percentage change are as follows:
Six Months Ended June 30,
2021
2020
Dollars in Millions
Operating Margin
Dollars in Millions
Operating Margin
Percent Change in Operating Income
Segments:(1)
Corporate
$
336.6
8.9
%
$
250.4
7.2
%
34.4
%
Small Business
86.8
9.5
48.3
7.0
79.6
Public
290.0
7.2
272.3
7.7
6.5
Other(2)
51.4
4.0
31.2
3.0
64.4
Headquarters(3)
(71.5)
nm*
(73.0)
nm*
2.1
Total Operating income
$
693.3
6.9
%
$
529.2
6.0
%
31.0
%
* Not meaningful
(1)Segment operating income includes the segment's direct operating income, allocations for certain Headquarters' costs, allocations for income and expenses from logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.
(2)Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.
(3)Includes certain Headquarters' function costs that are not allocated to the segments.
Operating income was $693 million for the six months ended June 30, 2021, an increase of $164 million, or 31.0%, compared to $529 million for the six months ended June 30, 2020. Operating income increased primarily due to higher Gross profit dollars, lower intangible asset amortization and lower bad debt expense, partially offset by higher payroll expenses consistent with higher Gross profit, higher coworker count and higher attainment against goals. Total operating margin percentage increased 90 basis points to 6.9% for the six months ended June 30, 2021, from 6.0% for the six months ended June 30, 2020, primarily due to lower intangible asset amortization and lower bad debt expense as a percentage of Net sales, partially offset by lower Gross profit margin.
Corporate segment Operating income was $337 million for the six months ended June 30, 2021, an increase of $86 million, or 34.4%, compared to $250 million for the six months ended June 30, 2020. Corporate segment Operating income increased primarily due to higher Gross profit dollars, lower intangible asset amortization and lower bad debt expense, partially offset by higher payroll expenses. Corporate segment operating margin percentage increased 170 basis points to 8.9% for the six months ended June 30, 2021, from 7.2% for the six months ended June 30, 2020, primarily due to lower intangible asset amortization and lower bad debt expense as a percentage of Net sales, and an increase in the mix of net service contract revenues, primarily Software as a Service.
Small Business segment Operating income was $87 million for the six months ended June 30, 2021, an increase of $39 million, or 79.6%, compared to $48 million for the six months ended June 30, 2020. Small Business segment Operating income increased primarily due to higher Gross profit dollars and lower intangible asset amortization, partially offset by higher payroll expenses. Small Business segment operating margin percentage increased 250 basis points to 9.5% for the six months ended June 30, 2021, from 7.0% for the three months ended June 30, 2020, primarily due to lower intangible asset amortization, lower payroll expenses and lower bad debt expense as a percentage of Net sales.
Public segment Operating income was $290 million for the six months ended June 30, 2021, an increase of $18 million, or 6.5%, compared to $272 million for the six months ended June 30, 2020. Public segment Operating income increased primarily due to higher Gross profit dollars and lower bad debt expense, partially offset by higher payroll expenses. Public segment operating margin percentage decreased 50 basis points to 7.2% for the six months ended June 30, 2021, from 7.7% for the six months ended June 30, 2020, primarily due to overlapping higher margin configuration services in the prior year, partially offset by lower bad debt expense as a percentage of Net sales.
Other Operating income was $51 million for the six months ended June 30, 2021, an increase of $20 million, or 64.4%, compared to $31 million for the six months ended June 30, 2020. Other Operating income increased primarily due to higher Gross profit dollars and lower bad debt expense, partially offset by higher payroll expenses. Other operating margin percentage increased 100 basis points to 4.0% for the six months ended June 30, 2021, from 3.0% for the six months ended June 30, 2020, primarily due to lower bad debt expense, payroll expenses, integration costs and other selling and administrative expenses as a percentage of Net sales, partially offset by lower product margin.
Interest expense, net
Interest expense, net, for the six months ended June 30, 2021 was $71 million, a decrease of $7 million compared to $78 million for the six months ended June 30, 2020. This decrease was primarily driven by a lower effective interest rate on the Term Loan in 2021 compared to 2020, the benefits from the August 2020 senior notes refinancing, lower amortization on the interest rate cap premiums and lower borrowings under the revolving credit facility in 2021 compared to 2020, partially offset by additional interest expense on the April 2020 senior notes.
Other income, net
During the six months ended June 30, 2021, we sold all ownership interests of an equity method investment and recognized a $36 million gain.
Income tax expense
Income tax expense was $153 million and $100 million for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate, expressed by calculating the income tax expense as a percentage of Income before income taxes, was 23.2% and 21.9% for the six months ended June 30, 2021 and 2020, respectively. The effective tax rate for the six months ended June 30, 2021 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023, partially offset by excess tax benefits on equity-based compensation. The effective tax rate for the six months ended June 30, 2020 differed from the US federal statutory rate of 21.0% primarily due to state and local income taxes, partially offset by excess tax benefits on equity-based compensation.
The higher effective tax rate for the six months ended June 30, 2021 as compared to the same period in the prior year was primarily attributable to a less favorable rate impact of excess tax benefits on equity-based compensation and a discrete deferred tax expense as a result of an increase in the UK corporate tax rate effective in 2023.
Non-GAAP Financial Measure Reconciliations
We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis for the six months ended June 30, 2021 and 2020 below.
Non-GAAP operating income
Non-GAAP operating income was $786 million for the six months ended June 30, 2021, an increase of $144 million, or 22.4%, compared to $642 million for the six months ended June 30, 2020. As a percentage of Net sales, Non-GAAP operating income was 7.9% and 7.3% for the six months ended June 30, 2021 and 2020, respectively.
Six Months Ended June 30,
(dollars in millions)
2021
2020
Operating income, as reported
$
693.3
$
529.2
Amortization of intangibles(1)
46.0
89.0
Equity-based compensation
36.4
14.4
Other adjustments
10.1
9.5
Non-GAAP operating income
$
785.8
$
642.1
Non-GAAP operating income margin
7.9
%
7.3
%
(1)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.
Non-GAAP net income was $536 million for the six months ended June 30, 2021, an increase of $111 million, or 25.9%, compared to $425 million for the six months ended June 30, 2020.
Six Months Ended June 30,
2021
2020
(dollars in millions)
Income before income taxes
Income tax expense(1)
Net income
Income before income taxes
Income tax expense(1)
Net income
US GAAP, as reported
$
660.1
$
(153.4)
$
506.7
$
457.2
$
(100.2)
$
357.0
Gain on sale of equity method investment
(36.0)
8.8
(27.2)
—
—
—
Amortization of intangibles(2)
46.0
(7.2)
38.8
89.0
(22.2)
66.8
Equity-based compensation
36.4
(27.0)
9.4
14.4
(20.0)
(5.6)
Other adjustments
10.5
(2.7)
7.8
9.5
(2.4)
7.1
Non-GAAP
$
717.0
$
(181.5)
$
535.5
$
570.1
$
(144.8)
$
425.3
(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.
(2)Includes amortization expense for acquisition-related intangible assets, primarily customer relationships, customer contracts and trade names.
Net sales growth on a constant currency basis
Net sales for the six months ended June 30, 2021 increased $1,229 million, or 14.0%, to $9,984 million, compared to the six months ended June 30, 2020. Net sales on a constant currency basis, which excludes the impact of foreign currency translation, increased $1,125 million, or 12.7%.
Six Months Ended June 30,
(dollars in millions)
2021
2020
% Change
Average Daily % Change(1)
Net sales, as reported
$
9,983.9
$
8,754.9
14.0
%
14.9
%
Foreign currency translation(2)
—
103.6
Net sales, on a constant currency basis
$
9,983.9
$
8,858.5
12.7
%
13.6
%
(1)There were 127 and 128 selling days for the six months ended June 30, 2021 and 2020, respectively.
(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the current year.
Seasonality
While we have not historically experienced significant seasonality throughout the year, sales in our Corporate segment, which primarily serves US private sector business customers with more than 250 employees, are typically higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year. Additionally, sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers. Since the onset of the pandemic, we have experienced variability compared to historic seasonality trends. As uncertainty due to the COVID-19 pandemic remains, seasonality by channel is expected to continue to be different than historical experience.
Liquidity and Capital Resources
Overview
We finance our operations and capital expenditures with internally generated cash from operations and borrowings under our revolving credit facility. As of June 30, 2021, we had $1.2 billion of availability for borrowings under our senior secured asset-based revolving credit facility. Our liquidity and borrowing plans are established to align with our financial and strategic planning processes and ensure we have the necessary funding to meet our operating commitments, which primarily include the purchase of inventory, payroll and general expenses. We also take into consideration our overall capital allocation strategy, which includes investment for future growth, dividend payments, acquisitions and share repurchases. We believe we have
adequate sources of liquidity and funding available for at least the next year; however, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan, general economic conditions and working capital management, including accounts receivable.
Long-Term Debt and Financing Arrangements
During the first quarter of 2021, we amended, extended and increased the size of the Revolving Loan. As a result of the amended Revolving Loan, the variable rate CDW UK revolving credit facility was closed. Additionally, we paid off the remaining principal amount on the variable rate CDW UK term loan by drawing on the amended Revolving Loan.
As of June 30, 2021, we had total indebtedness of $3.9 billion, of which $1.5 billion was secured indebtedness. At June 30, 2021, we were in compliance with the covenants under our various credit agreements and indentures.
For additional information regarding our debt and refinancing activities, see Note 7 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Inventory Financing Agreements
We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions. These amounts are classified separately as Accounts payable-inventory financing on the Consolidated Balance Sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due. For additional information, see Note 5 (Inventory Financing Agreements) to the accompanying Consolidated Financial Statements.
Share Repurchase Program
During the six months ended June 30, 2021, we repurchased 4.6 million shares of our common stock for $735 million under the previously announced share repurchase program. For additional information on our share repurchase program, see "Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds."
Dividends
A summary of 2021 dividend activity for our common stock is as follows:
Dividend Amount
Declaration Date
Record Date
Payment Date
$0.40
February 10, 2021
February 25, 2021
March 10, 2021
$0.40
May 5, 2021
May 25, 2021
June 10, 2021
On August 4, 2021, we announced that our Board of Directors declared a quarterly cash dividend of $0.40 per common share. The dividend will be paid on September 10, 2021 to all stockholders of record as of the close of business on August 25, 2021.
The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness we may incur, restrictions imposed by applicable law, tax considerations and other factors that our Board of Directors deems relevant. In addition, our ability to pay dividends on our common stock will be limited by restrictions on our ability to pay dividends or make distributions to our stockholders and on the ability of our subsidiaries to pay dividends or make distributions to us, in each case, under the terms of our current and any future agreements governing our indebtedness.
Cash flows from operating, investing and financing activities are as follows:
Six Months Ended June 30,
(dollars in millions)
2021
2020
Net cash provided by:
Operating activities
$
344.9
$
515.8
Investing Activities
Capital expenditures(1)
(38.5)
(100.0)
Acquisition of business, net of cash acquired
(211.6)
—
Proceeds from sale of equity method investment
36.0
—
Cash flows used in investing activities
(214.1)
(100.0)
Financing Activities
Net change in accounts payable - inventory financing
(150.1)
52.3
Financing payments for revenue generating assets
(46.1)
—
Other cash flows used in financing activities
(846.3)
342.0
Cash flows (used in) provided by financing activities
(1,042.5)
394.3
Effect of exchange rate changes on cash and cash equivalents
2.7
(5.7)
Net (decrease) increase in cash and cash equivalents
$
(909.0)
$
804.4
(1)Includes expenditures for revenue generating assets.
Operating Activities
Cash flows provided by operating activities are as follows:
Six Months Ended June 30,
(dollars in millions)
2021
2020
Change
Net income
$
506.7
$
357.0
$
149.7
Adjustments for the impact of non-cash items(1)
88.1
272.2
(184.1)
Net income adjusted for the impact of non-cash items
594.8
629.2
(34.4)
Changes in assets and liabilities:
Accounts receivable(2)
(140.5)
(80.4)
(60.1)
Merchandise inventory(3)
(127.9)
(89.3)
(38.6)
Accounts payable-trade(4)
107.5
(2.1)
109.6
Other(5)
(89.0)
58.4
(147.4)
Cash flows provided by operating activities
$
344.9
$
515.8
$
(170.9)
(1)Includes items such as depreciation and amortization, deferred income taxes, provision for credit losses and equity-based compensation expense.
(2)The change is primarily due to increased sales volume in 2021, partially offset by improved collection performance.
(3)The change is primarily due to customer-driven stocking positions given continued supply constraints.
(4)The change is primarily due to mixing out of vendors with extended payment terms, partially offset by the increased sales and inventory volumes in 2021.
(5)The change is primarily due to growth in receivables from vendors in 2021 compared to a decline in the same period in 2020, as well as the timing of income tax payments.
In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average. Components of our cash conversion cycle are as follows:
June 30,
(in days)
2021
2020
Days of sales outstanding (DSO)(1)
56
59
Days of supply in inventory (DIO)(2)
16
18
Days of purchases outstanding (DPO)(3)
(51)
(52)
Cash conversion cycle
21
25
(1)Represents the rolling three-month average of the balance of Accounts receivable, net at the end of the period, divided by average daily Net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.
(2)Represents the rolling three-month average of the balance of Merchandise inventory at the end of the period divided by average daily Cost of sales for the same three-month period.
(3)Represents the rolling three-month average of the combined balance of Accounts payable-trade, excluding cash overdrafts, and Accounts payable-inventory financing at the end of the period divided by average daily Cost of sales for the same three-month period.
The cash conversion cycle decreased to 21 days at June 30, 2021, compared to 25 days at June 30, 2020. DSO, DIO and DPO decreased 3 days, 2 days and 1 day, respectively, compared to June 30, 2020. The decrease in DSO was primarily due to improved collections in 2021. The decrease in DPO was primarily due to mixing out of vendors with extended payment terms. The change in DIO was primarily due to increased Net sales in 2021 and the impact of higher inventory levels last year relative to sales due to COVID-19.
Investing Activities
Net cash used in investing activities increased $114 million for the six months ended June 30, 2021 compared to June 30, 2020. This increase was primarily due to the acquisition of Amplified IT LLC in the first quarter of 2021, partially offset by proceeds from the sale of an equity method investment. For additional information regarding the acquisition, see Note 3 (Acquisition) to the accompanying Consolidated Financial Statements.
Financing Activities
Net cash used in financing activities increased $1,437 million for the six months ended June 30, 2021 compared to June 30, 2020. This increase was primarily due to no new proceeds from the issuance of long-term debt during 2021, higher share repurchases, decreased borrowings under our revolving credit facilities, the mixing out of vendors with extended payment terms under our inventory financing arrangements and increased financing payments for revenue generating assets. For additional information regarding the inventory financing agreements and debt activities, see Note 5 (Inventory Financing Agreements) and Note 7 (Long-Term Debt) to the accompanying Consolidated Financial Statements.
Issuers and Guarantors of Debt Securities
Each series of our outstanding unsecured senior notes (the "Notes") are issued by CDW LLC and CDW Finance Corporation (the "Issuers") and are guaranteed by CDW Corporation ("Parent") and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries (the "Guarantor Subsidiaries" and, together with Parent, the "Guarantors"). All guarantees by Parent and the Guarantors are joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries are subject to certain customary release provisions contained in the indentures governing the Notes.
The Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and are:
•structurally subordinated to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries and;
•rank equal in right of payment with all of the Issuers' and the Guarantors’ existing and future unsecured senior debt.
The following tables set forth Balance Sheet information as of June 30, 2021 and December 31, 2020, and Statement of Operations information for the six months ended June 30, 2021 and for the year ended December 31, 2020. The financial information includes the accounts of the Issuers and the accounts of the Guarantors (the "Obligor Group"). The financial information of the Obligor Group is presented on a combined basis and the intercompany balances and transactions between the Obligor Group have been eliminated.
Balance Sheet Information
(dollars in millions)
June 30, 2021
December 31, 2020
Current assets
$
4,623.9
$
5,161.3
Goodwill
2,369.7
2,239.1
Other assets
620.3
572.1
Total Non-current assets
2,990.0
2,811.2
Current liabilities
3,149.4
3,265.0
Long-term debt
3,851.1
3,856.5
Other liabilities
174.2
209.8
Total Long-term liabilities
4,025.3
4,066.3
Statement of Operations Information
(dollars in millions)
Six Months Ended June 30, 2021
Year Ended December 31, 2020
Net sales
$
8,706.9
$
16,380.8
Gross profit
1,475.7
2,851.8
Operating income
641.9
1,113.2
Net income
468.9
738.8
Commitments and Contingencies
The information set forth in Note 10 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements is incorporated herein by reference.
Critical Accounting Policies and Estimates
Our critical accounting policies have not changed from those reported in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2020.
Recent Accounting Pronouncements
The information set forth in Note 2 (Recent Accounting Pronouncements) to the accompanying Consolidated Financial Statements is incorporated herein by reference.
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, 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 section entitled "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2020 and from time to time in our subsequent Quarterly Reports on Form 10-Q and our other US Securities and Exchange Commission ("SEC") filings. These factors include, among others, CDW's relationships with vendor partners and terms of their agreements; continued innovations in hardware, software and services offerings by CDW's vendor partners; substantial competition that could reduce CDW's market share; the continuing development, maintenance and operation of CDW's information technology systems; potential breaches of data security and failure to protect our information technology systems from cybersecurity threats; potential failures to provide high-quality services to CDW's customers; potential losses of any key personnel; potential adverse occurrences at one of CDW's primary facilities or customer data centers; increases in the cost of commercial delivery services or disruptions of those services; CDW's exposure to accounts receivable and inventory risks; future acquisitions or alliances; fluctuations in CDW's operating results; fluctuations in foreign currency; global and regional economic and political conditions including uncertainties related to COVID-19; potential interruptions of the flow of products from suppliers; decreases in spending on technology products and services; potential failures to comply with Public segment contracts or applicable laws and regulations; current and future legal proceedings and audits; changes in laws, including regulations or interpretations thereof; CDW's level of indebtedness and ability to generate sufficient cash to service such indebtedness; restrictions imposed by agreements relating to CDW's indebtedness on its operations and liquidity; changes in, or the discontinuation of, CDW's share repurchase program or dividend payments; and other risk factors or uncertainties identified from time to time in CDW's 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 the cautionary statements contained in the section entitled "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2020 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. 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures of Market Risks" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020. As of June 30, 2021, there have been no material changes in this information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The information set forth in Note 10 (Commitments and Contingencies) to the accompanying Consolidated Financial Statements included in "Part I, Item 1. Financial Statements" of this report is incorporated herein by reference.
Item 1A. Risk Factors
See "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
On February 10, 2021, we announced that our Board of Directors authorized a $1.25 billion increase to our share repurchase program under which we may repurchase shares of our common stock in the open market through privately negotiated or other transactions, depending on share price, market conditions and other factors.
Information relating to the Company's purchases of its common stock during the three months ended June 30, 2021 is as follows:
Period
Total Number of Shares Purchased (in millions)
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Program (in millions)
Maximum Dollar Value of Shares that May Yet be Purchased Under the Program(1)
(in millions)
April 1 through April 30, 2021
0.2
$
171.96
0.2
$
1,193.2
May 1 through May 31, 2021
0.8
$
169.55
0.8
$
1,065.4
June 1 through June 30, 2021
1.2
$
169.11
1.2
$
852.6
Total
2.2
2.2
(1)The amounts presented in this column are the remaining total authorized value to be spent after each month's repurchases.
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CDW CORPORATION
Date:
August 4, 2021
By:
/s/ Collin B. Kebo
Collin B. Kebo
Senior Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer)
