CDWCDW Corporation

Please revise your disclosure to also present, with greater prominence, the most directly comparable GAAP measure to Non-GAAP Operating Income Margin. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K.

The Company acknowledges the Staff’s comment, and in future filings, the Company will disclose the most comparable GAAP measure, “Operating Income Margin” with greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-K. A draft of the revised reconciliation table is attached hereto as Attachment A. Read in the reply ↗

We note you present "inventory finance payments" and "financing payments on revenue generating assets" as reconciling items for free cash flow which is a liquidity measure. Please tell us how you considered the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits "excluding charges or liabilities that require, or will require, cash settlement.

The Company acknowledges the Compliance & Disclosure Interpretations (“C&DI”) Question 102.07, which notes that Free cash flow is a non-GAAP measure commonly defined as cash flows from operating activities as presented in the statement of cash flows under U.S. GAAP, less capital expenditures. The “inventory finance payments” and “financing payments on revenue generating assets” represent liabilities that were incurred in the normal course of operations or as capital expenditures, respectively. These liabilities were cash settled or will be cash settled.

Rest of the answer

The Company’s evaluation of Topic 230 – Statement of Cash Flows, along with other published interpretations, resulted in the cash inflows and outflows on such items to be presented as financing activities rather than operating activities. Accordingly, the Company respectfully submits that it is necessary to include the two reconciling items to be in compliance with the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K.

In addition, C&DI Question 102.07 explicitly addresses that free cash flow does not have a uniform definition. Accordingly, a clear description of how this measure is calculated, as well as the necessary reconciliation, should accompany the measure when used. The Company will enhance its definition of how this measure is calculated within the existing reconciliation in future filings. A draft of the revised reconciliation table is attached hereto as Attachment B.

The Company hopes that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at (805) 276-4872.

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