Sentences and paragraphs of CDW's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-21.
Each links to the text at sec.gov.
AddedRisk Factors
Social, ethical, and safety issues relating to the use of new and evolving technologies such as AI-based technologies, including generative AI in our hardware, software, and service offerings, as well as in our internal platforms, may result in reputational harm and liability. We are increasingly utilizing AI in our business, including interactions with our coworkers, customers, and vendor partners and in the hardware, software, and services we offer, and we also plan to further invest resources to embed AI capabilities throughout our operations and enterprise to drive scale and efficiency. As with many innovations, AI presents risks and challenges that could affect its adoption and usage, and therefore our business. If we are unable to effectively and timely capitalize on the growth opportunities made available by the adoption of AI to drive our scale and efficiency, our business, results of operations, or cash flows could be adversely impacted. Further, the responsible development and deployment of AI requires ongoing investment in research, development and governance, which could adversely affect our results of operation or cash flows. AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
We operate in a highly competitive industry and compete with resellers, manufacturers who sell directly to customers, large service providers and system integrators, communications service providers, cloud providers, e-commerce companies, and office supply retailers, among others. There may be new market entrants with non-traditional business, service, and delivery models, resulting in increased competition and changing industry dynamics. Existing or future competitors also may seek to compete with us for acquisitions, which could have the effect of increasing the price of potential targets and reducing the number of suitable acquisitions. These factors, in addition to competitive pressures resulting from the fragmented nature of our industry, could affect our sales, profit margins, and earnings.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
anticipated benefits, or could be defective, contain a security vulnerability, or be improperly installed or managed, and could add costs, complications, and disruptions to our ongoing operations. Implementation of new systems or significant changes to existing systems may also require updates to related business processes and internal controls, which could increase the risk of errors or delays until such controls are fully established.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our services include professional services, managed services, warranties, configuration services, partner services, and telecom services. Additionally, we deliver and manage mission critical software, systems, and network solutions for our customers. We also offer certain services, such as implementation and installation services and repair services, to our customers through
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
We are engaged in a number of strategic and transformational initiatives intended to enable customer‑facing coworkers, accelerate profitable growth, and deliver a full portfolio of capabilities. However, the execution of these initiatives is subject to significant risks and uncertainties, and there can be no assurance regarding the timing or realization of anticipated benefits.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our global operations span a variety of legal regimes, subjecting us to numerous complex, diverse, evolving, and at times potentially inconsistent or conflicting laws and regulations in a number of areas, including labor and employment, advertising,
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
Our level of indebtedness and obligations pursuant to the agreements and instruments reflecting our indebtedness could adversely affect our business, results of operations, and cash flows.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedRisk Factors
A breach of any restrictive covenants under our senior unsecured credit facilities or indentures may result in a default under the terms of that agreement or instrument, upon which we may suffer adverse consequences, including the acceleration of the amounts outstanding thereunder, the trigger of cross-default provisions under other agreements or instruments, and an inability to borrow additional amounts.
Read it in 10-K 2026-02-20 at sec.gov ↗
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AddedRisk Factors
We may fail to meet announced guidance or market expectations associated with our financial results, which could adversely affect the market price of our stock. Any guidance we provide is based on certain assumptions, which may or may not prove to be correct. Failure to meet announced guidance or market expectations going forward, particularly with respect to our operational and financial results and expectations regarding the success of our strategies and related guidance, whether due to our assumptions not being met or the impact of various risks and uncertainties, may result in either or both a decline in or increased volatility in the market price of our stock. In addition, price and volume fluctuations in the stock market as a whole may affect the market price of our stock in ways that may be unrelated to our financial performance.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Effective January 1, 2026, we realigned our customer-facing organization to better meet the evolving needs of our customers and end markets. As a result, we will have the following three reportable segments: “Commercial,” “Government,” and “Education.” Our “Commercial” segment will be comprised of corporate, financial services, and healthcare customers in the US, each of which will represent a unique customer channel. Small business customers will be included across the customer channels within our “Commercial” segment. Our “Government” segment will be comprised of federal, state, and local agencies in the US. The “Education” segment will be comprised of primary, secondary, and higher education institutions in the US. CDW UK and CDW Canada will remain unchanged in this new reporting structure, in an all other category (“Other”). We will reflect this change in segment presentation, including the recasting of historical results, in our periodic and annual reports beginning with the period ending March 31, 2026.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Net sales increased $1,425 million, or 6.8%, with higher Net sales across all operating segments. Broadly, while economic and geopolitical uncertainty persists, all of our segments continued to experience improved customer spending during the period. The increase in customer demand drove Net sales growth primarily in notebooks/mobile devices, software, desktops, services, and netcomm products.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
In December 2025, we entered into a new credit agreement consisting of a five‑year $2.25 billion senior unsecured revolving loan facility (the “Revolving Loan Facility”) and a five‑year $634.5 million senior unsecured term loan facility (the “Term Loan Facility”). The Revolving Loan Facility replaced our previous senior unsecured revolving loan facility and increased the borrowing capacity available to us by $650 million. The Term Loan Facility replaces the previous senior unsecured term loan facility, and the principal amount of the term loan remains unchanged.
Read it in 10-K 2026-02-20 at sec.gov ↗
AddedMD&A
Given that Parent, the sole Guarantor of the notes, is a holding company that does not conduct business operations of its own and depends on cash dividends, distributions, and other transfers from its subsidiaries to meet its obligations, we concluded that providing summarized financial information of the Issuers and Guarantor on an unconsolidated basis, excluding the non-guarantor subsidiaries, would not provide meaningful information to investors.
Read it in 10-K 2026-02-20 at sec.gov ↗
