10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

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 333-169258

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.)
200 N. Milwaukee Avenue Vernon Hills, Illinois	60061
(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)

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 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    x  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of August 10, 2011, there were 100,000 Class A common shares, $0.01 par value, outstanding, and 912,076 Class B common shares, $0.01 par value, outstanding, all of which were owned by CDW Holdings LLC.

Explanatory Note

The purpose of this Amendment No. 1 to CDW Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Item 6. Exhibits

Exhibit	Description
31.1 *	Certification of Chief Executive Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934
31.2 *	Certification of Chief Financial Officer Pursuant to Rule 15d-14(a) under the Securities Exchange Act of 1934
32.1 *	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2 *	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011.

** Furnished herewith.

SIGNATURES

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:	September 14, 2011	By:	/s/ Ann E. Ziegler
			Ann E. Ziegler
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

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Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data	Jun. 30, 2011	Dec. 31, 2010
Accounts receivable, allowance for doubtful accounts	$ 5.9	$ 5.0
Class A Common Shares [Member]
Common shares, par value	$ 0.01	$ 0.01
Common shares, authorized	100,000	100,000
Common shares, issued	100,000	100,000
Common shares, outstanding	100,000	100,000
Class B Common Shares [Member]
Common shares, par value	$ 0.01	$ 0.01
Common shares, authorized	1,900,000	1,900,000
Common shares, issued	912,076	910,735
Common shares, outstanding	912,076	910,735

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Consolidated Statements Of Operations (USD $) In Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Consolidated Statements Of Operations
Net sales	$ 2,412.1	$ 2,223.3	$ 4,541.7	$ 4,157.4
Cost of sales	2,010.3	1,863.4	3,788.4	3,491.7
Gross profit	401.8	359.9	753.3	665.7
Selling and administrative expenses	244.4	239.6	474.8	454.0
Advertising expense	29.2	24.7	58.6	44.8
Income from operations	128.2	95.6	219.9	166.9
Interest expense, net	(65.7)	(106.4)	(157.8)	(183.5)
Net (loss) gain on extinguishments of long-term debt	(115.7)		(118.9)	9.2
Other (expense) income, net		(0.1)	0.5	0.1
Loss before income taxes	(53.2)	(10.9)	(56.3)	(7.3)
Income tax benefit	18.4	3.9	17.3	2.5
Net loss	$ (34.8)	$ (7.0)	$ (39.0)	$ (4.8)

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Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 10, 2011 Class A Common Shares [Member]	Aug. 10, 2011 Class B Common Shares [Member]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Registrant Name	CDW Corp
Entity Central Index Key	0001402057
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100,000	912,076

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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements

Fair Value Measurements

6. Fair Value Measurements

Fair value is defined under GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 – inputs are based on unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

The fair value of financial assets measured on a recurring basis as of June 30, 2011 was as follows:

(in millions)
	Level 1		Level 2		Level 3		Total
Interest rate cap agreements	$	—	$	2.4	$	—	$	2.4

The fair value of the Company's interest rate caps, as described in Note 5, is classified as Level 2 in the hierarchy. The valuation of the cap agreements is derived by using a discounted cash flow analysis on the expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. This analysis reflects the contractual terms of the cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. The Company also incorporates credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements. The counterparty credit spreads are based on publicly available credit information obtained from a third party credit data provider.

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Segment Information

6 Months Ended

Jun. 30, 2011

Segment Information

Segment Information

11. Segment Information

Segment information is presented in accordance with a "management approach," which designates the internal reporting used by the chief operating decision-maker for making decisions and assessing performance as the source of the Company's reportable segments. The Company's segments are organized in a manner consistent with which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance.

The Company has two reportable segments: Corporate, which is comprised primarily of business customers, and Public, which is comprised of government entities and education and healthcare institutions. The Company also has two other operating segments, CDW Advanced Services and Canada, which do not meet the reportable segment quantitative thresholds and, accordingly, are combined together as "Other."

The Company has centralized logistics and headquarters functions that provide services to the segments. The logistics function includes purchasing, distribution and fulfillment services to support both the Corporate and Public segments. As a result, costs and intercompany charges associated with the logistics function are fully allocated to both of these segments based on a percent of sales. The centralized headquarters function provides services in areas such as accounting, information technology, marketing, legal and coworker services. Headquarters' function costs that are not allocated to the segments are included under the heading of "Headquarters" in the tables below.

The Company allocates resources to and evaluates performance of its segments based on both net sales and Adjusted EBITDA. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA, which is a measure defined in the Company's credit agreements, means EBITDA adjusted for certain items which are described in the reconciliation table below. Management evaluates the performance of each segment on the basis of Adjusted EBITDA as the primary metric for measuring segment profitability. Management believes that EBITDA and Adjusted EBITDA, both non-GAAP financial measures, represent a useful measure for evaluating the Company's performance because it reflects earnings trends without the impact of certain non-cash related expenses or income.

Analysts, investors and rating agencies frequently use EBITDA for performance measurement purposes, but the Company's presentation of EBITDA is not necessarily comparable to other similarly titled measures because of potential inconsistencies in the method of calculation. EBITDA is not intended as an alternative to net income (loss) as an indicator of the Company's operating performance, or as an alternative to any other measure of performance calculated in conformity with GAAP. Segment information for total assets and capital expenditures is not presented as such information is not used in measuring segment performance or allocating resources between segments.

Selected Segment Financial Information

The following table presents information about the Company's segments for the three and six months ended June 30, 2011 and 2010:

(in millions)	Corporate			Public			Other			Headquarters			Total
Three Months Ended June 30, 2011:
Net sales	$	1,338.4		$	951.2		$	122.5		$	—		$	2,412.1
Income (loss) from operations		87.7			61.0			4.4			(24.9	)		128.2
Adjusted EBITDA		118.1			75.8			6.6			(13.0	)		187.5
Amortization expense		(23.4	)		(10.9	)		(0.8	)		(8.2	)		(43.3	)
Three Months Ended June 30, 2010:
Net sales	$	1,193.4		$	930.9		$	99.0		$	—		$	2,223.3
Income (loss) from operations		66.5			55.1			3.9			(29.9	)		95.6
Adjusted EBITDA		97.8			70.6			6.4			(15.7	)		159.1
Amortization expense		(23.4	)		(10.8	)		(0.7	)		(7.8	)		(42.7	)
Six Months Ended June 30, 2011:
Net sales	$	2,617.7		$	1,675.1		$	248.9		$	—		$	4,541.7
Income (loss) from operations		166.0			98.1			8.0			(52.2	)		219.9
Adjusted EBITDA		227.6			127.8			12.4			(24.8	)		343.0
Amortization expense		(46.9	)		(21.7	)		(1.6	)		(16.1	)		(86.3	)
Six Months Ended June 30, 2010:
Net sales	$	2,310.1		$	1,651.2		$	196.1		$	—		$	4,157.4
Income (loss) from operations		125.4			89.2			7.0			(54.7	)		166.9
Adjusted EBITDA		187.9			119.7			12.0			(27.3	)		292.3
Amortization expense		(46.9	)		(21.7	)		(1.5	)		(15.3	)		(85.4	)

The following table presents a reconciliation of total Adjusted EBITDA to total loss before income taxes for the three and six months ended June 30, 2011 and 2010:

(in millions)	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Adjusted EBITDA	$	187.5		$	159.1		$	343.0		$	292.3
Adjustments to reconcile Adjusted EBITDA to loss before income taxes:
Depreciation and amortization		(50.8	)		(52.7	)		(102.4	)		(105.1	)
Interest expense, net		(65.7	)		(106.4	)		(157.8	)		(183.5	)
Non-cash equity-based compensation		(4.1	)		(4.1	)		(8.1	)		(8.4	)
Sponsor fee		(1.3	)		(1.3	)		(2.5	)		(2.5	)
Consulting and debt-related professional fees		(0.1	)		(2.9	)		(4.1	)		(5.6	)
Net (loss) gain on extinguishments of long-term debt		(115.7	)		—			(118.9	)		9.2
Other adjustments (1)		(3.0	)		(2.6	)		(5.5	)		(3.7	)
Loss before income taxes	$	(53.2	)	$	(10.9	)	$	(56.3	)	$	(7.3	)

⁽¹⁾  Other adjustments include certain severance and retention costs and equity investment losses.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

Recent Accounting Pronouncements

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

Presentation of Comprehensive Income

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-05 which amends current guidance on the presentation of comprehensive income. The new guidance eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. It requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This update is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As this guidance impacts presentation only, the Company does not expect the adoption of this guidance will have an impact on the Company's consolidated financial position, results of operations or cash flows.

Fair Value Measurements

In May 2011, the FASB issued ASU 2011-04. The new guidance results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards ("IFRS"). The new guidance does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within GAAP or IFRS. This update is effective for interim and annual periods beginning after December 15, 2011, with early adoption prohibited for public entities. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations, or cash flows.

In January 2010, the FASB issued ASU 2010-06 to amend and expand the disclosure requirements for fair value measurements. The guidance requires new disclosures about transfers in and transfers out of Levels 1 and 2 fair value measurements and presentation of the activities within Level 3 fair value measurements (presented gross in a roll forward of activity). The guidance also clarifies existing disclosures about the level of disaggregation of fair value for each class of assets and liabilities and about inputs and valuation techniques used to measure fair value. Except for the disclosures in the roll forward of activity in Level 3 fair value measurements, ASU 2010-06 was effective for the Company as of January 1, 2010. The disclosures in the roll forward of activity in Level 3 fair value measurements became effective for the Company as of January 1, 2011. As this guidance only required additional disclosure and the Company did not have any Level 3 fair value measurements, the adoption of ASU 2010-06 did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

Revenue Arrangements

In October 2009, the FASB issued two ASUs to authoritative guidance on revenue arrangements. ASU 2009-13 modifies the criteria for separating consideration in multiple-deliverable arrangements, establishes a selling price hierarchy for determining the relative selling price of a deliverable, eliminates the residual method of allocation and expands the disclosures related to multiple-deliverable revenue arrangements. From time to time, the Company sells some of its products and services as part of bundled contract arrangements containing multiple deliverables, which may include a combination of products and services. Each of the deliverables in an arrangement typically represents a separate unit of accounting and revenue is generally allocated to each deliverable based upon the relative selling price of each element as determined by vendor specific objective evidence. The Company's principal point of reference in making this determination is the amount of revenue realized when products and services are sold separately by the Company in stand-alone transactions. The Company adopted the amended guidance in ASU 2009-13 on a prospective basis as of January 1, 2011. This adoption did not significantly change the Company's units of accounting or the method used by the Company to allocate revenue to separate units of accounting and consequently, did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

ASU 2009-14 modifies the scope of authoritative guidance for revenue arrangements that include both tangible products and software elements to exclude from its requirements (1) non-software components of tangible products, and (2) software components of tangible products that are sold, licensed or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product's essential functionality. The Company adopted the amended guidance in ASU 2009-14 on a prospective basis as of January 1, 2011. The adoption of ASU 2009-14 did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

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Equity-Based Compensation

6 Months Ended

Jun. 30, 2011

Equity-Based Compensation

Equity-Based Compensation

8. Equity-Based Compensation

The Company recognized $4.1 million in equity-based compensation expense for both the three months ended June 30, 2011 and 2010, and $8.1 million and $8.4 million in equity-based compensation expense for the six months ended June 30, 2011 and 2010, respectively.

The following table sets forth the summary of equity plan activity for the six months ended June 30, 2011:

Equity Awards	Class B Common Units (1)			MPK Plan Units (1)  (2)
Outstanding at January 1, 2011		191,651			74,826
Granted		7,069			—
Forfeited		(1,897	)		(1,690	)(3)
Repurchased/Settled		(458	)		(462	)(4)
Outstanding at June 30, 2011		196,365			72,674
Vested at June 30, 2011		56,166			208	(5)

⁽¹⁾ The weighted-average grant date fair market value for Class B Common Units granted during the period is $145.47. The weighted-average grant date fair market value for outstanding Class B Common Units is $288.43. The weighted-average grant date fair market value for outstanding MPK Plan Units is $1,000.

⁽²⁾ Represents units notionally credited to participants accounts.

⁽³⁾ The Company contributes the units represented by the awards forfeited under the plan (or their equivalent value) to a charitable foundation. The contribution is generally made in the quarter following that in which the units are forfeited. As of June 30, 2011, the Company owes a contribution for 697 units.

⁽⁴⁾ Represents Class B Common Units that were repurchased by the Company from former participants and the settlement of vested MPK Plan Units through the issuance of Class A Common Units in exchange for the vested MPK Plan Units.

⁽⁵⁾ Represents units that have vested but not yet converted to Class A Common Units.

As of June 30, 2011, there was $50.2 million of total unrecognized compensation cost related to nonvested equity-based compensation awards granted under the Company's plans. That anticipated cost is expected to be recognized over the weighted-average period of 4.8 years.

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Deferred Compensation Plan

6 Months Ended

Jun. 30, 2011

Deferred Compensation Plan

Deferred Compensation Plan

9. Deferred Compensation Plan

In connection with the Company's purchase of $28.5 million of the principal amount of senior subordinated debt as described in Note 4, on March 10, 2010, the Company established the Restricted Debt Unit Plan (the "RDU Plan"), an unfunded nonqualified deferred compensation plan. Participants in the RDU Plan were granted Restricted Debt Units ("RDUs") that entitle the participant to a proportionate share of payments under the RDU Plan, determined by dividing the number of RDUs held by the participant by the total number of RDUs outstanding. The total number of RDUs that can be granted under the RDU Plan is 28,500. As of June 30, 2011, 24,974 RDUs had been granted to participants.

RDUs that are outstanding as of June 30, 2011 vest daily on a pro rata basis over the three-year period commencing January 1, 2012 through December 31, 2014. Vesting ceases upon separation from service except in certain conditions as set forth in the RDU Plan. All outstanding RDUs become vested immediately prior to a sale of the Company. Upon completion of the vesting period, December 31, 2014, or earlier in the case of a sale of the Company, any unallocated RDUs will be allocated to participants on a pro rata basis according to each participant's total RDUs.

The total amount of compensation available to be paid under the RDU Plan is based on two components, a principal component and an interest component. The principal component credits the RDU Plan with an amount equal to the $28.5 million of the principal amount of senior subordinated debt. Payment of the principal component of the RDU Plan will be made on October 12, 2017, unless accelerated due to a sale of the Company. By December 31, 2014, amounts accrued under the RDU Plan are expected to equal the present value of future principal payments, plus any unpaid accrued interest thereon. The interest component credits the RDU Plan with amounts equal to the interest expense on $28.5 million principal amount of senior subordinated debt from March 10, 2010 through October 12, 2017. Payment of the interest component for the period from March 10, 2010 through December 31, 2011 will be made in January 2012. The interest component for periods starting on January 1, 2012 and thereafter will be paid semiannually on April 15 and October 15. Payments under the RDU Plan may be impacted if certain significant events occur or circumstances change that would impact the financial condition or structure of the Company.

Compensation expense of $2.0 million and $1.9 million related to the RDU Plan was recognized in the three months ended June 30, 2011 and 2010, respectively, and compensation expense of $4.0 million and $3.2 million was recognized in the six months ended June 30, 2011 and 2010, respectively. As of June 30, 2011, total unrecognized compensation expense of approximately $30.2 million related to the RDU Plan is expected to be recognized over the next 3.5 years.

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

Income Taxes

7. Income Taxes

The Company's effective tax rate was 30.8% and 34.8% for the six months ended June 30, 2011 and 2010, respectively. The effective tax rate for the six months ended June 30, 2011 was impacted by an increase in the deferred tax rate as a result of state tax law changes enacted during this period.

GAAP provides guidance regarding the recognition, measurement, presentation and disclosure in the financial statements of tax positions taken or expected to be taken on a tax return. The Company had no unrecognized tax benefits at June 30, 2011 and December 31, 2010.

In the ordinary course, the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service ("IRS"). The IRS has contacted the Company and has indicated that it will begin an audit of 2008 through 2010 during the third quarter of 2011. The Company is no longer subject to examination by the IRS for tax years prior to 2008. In addition, the Company is generally no longer subject to state and local or foreign income tax examinations by taxing authorities for tax years prior to 2005. Various state and local taxing authorities are in the process of auditing income tax returns of the Company and its subsidiaries. The Company does not anticipate that any adjustments from the audits would have a material impact on its consolidated financial position, results of operations or cash flows.

For tax purposes, the Company was deemed to have paid a redemption premium in connection with the amendment to the Term Loan in December 2010 that, in addition to certain expenses, is deductible in determining taxable income. As a result, the Company incurred a net operating loss for tax purposes that is expected to result in $53.2 million of refunds in 2011 of previously paid income taxes. As of June 30, 2011, the Company had received refunds totaling $37.5 million of this amount.

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Consolidated Statements Of Cash Flows (USD $) In Millions	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net loss	$ (39.0)	$ (4.8)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	102.4	105.1
Equity-based compensation expense	8.1	8.4
Deferred income taxes	(17.5)	(29.3)
Allowance for doubtful accounts	0.9	(1.3)
Amortization of deferred financing costs	7.7	9.0
Net loss (gain) on extinguishments of long-term debt	118.9	(9.2)
Realized loss on interest rate swap agreements	2.8	12.8
Mark to market loss on interest rate derivatives	2.0	3.5
Other	(0.6)
Changes in assets and liabilities:
Accounts receivable	(86.1)	(110.8)
Merchandise inventory	(56.0)	(54.7)
Other assets	(15.6)	(39.3)
Accounts payable	194.6	298.9
Other current liabilities	(4.3)	61.6
Long-term liabilities	(10.9)	10.4
Net cash provided by operating activities	207.4	260.3
Cash flows from investing activities:
Capital expenditures	(16.7)	(10.5)
Cash settlements on interest rate swap agreements	(6.6)	(39.4)
Premium payments on interest rate cap agreements	(3.2)	(5.9)
Net cash used in investing activities	(26.5)	(55.8)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	755.0	249.8
Repayments of borrowings under revolving credit facility	(783.1)	(486.1)
Repayments under senior secured term loan facility	(132.0)	(11.0)
Proceeds from issuance of long-term debt	1,175.0
Payments to extinguish long-term debt	(1,175.0)	(18.6)
Payments of debt financing costs	(26.3)
Investment from CDW Holdings LLC	1.0
Net advances under floorplan	12.3
Repurchase of Class B common shares	(0.2)
Principal payments under capital lease obligations		(0.3)
Net cash used in financing activities	(173.3)	(266.2)
Effect of exchange rate changes on cash and cash equivalents	0.4	(0.2)
Net increase (decrease) in cash and cash equivalents	8.0	(61.9)
Cash and cash equivalents - beginning of period	36.6	88.0
Cash and cash equivalents - end of period	44.6	26.1
Supplementary disclosure of cash flow information:
Interest paid, net, including cash settlements on interest rate swap agreements	(178.2)	(177.4)
Taxes refunded (paid), net	$ 35.0	$ (11.2)

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Inventory Financing Agreements

6 Months Ended

Jun. 30, 2011

Inventory Financing Agreements

Inventory Financing Agreements

3. Inventory Financing Agreements

The Company has entered into agreements with certain financial institutions in order to facilitate the purchase of inventory from various vendors. At June 30, 2011, the agreements allowed for a maximum credit line of $74.5 million collateralized by the inventory purchases financed by the financial institutions and a second lien on the related accounts receivable. The Company does not incur any interest expense associated with these agreements, as balances are paid when they are due. At June 30, 2011 and December 31, 2010, the Company owed the financial institutions $57.7 million and $9.6 million, respectively, which is included in accounts payable-trade on the Company's balance sheet.

Separately, the Company entered into a new senior secured asset-based revolving credit facility as described in Note 4, which incorporates a $300.0 million floorplan sub-facility to facilitate the purchase of inventory from a certain vendor. In connection with the floorplan sub-facility, the Company entered into an inventory financing agreement with a financial institution to facilitate the purchase of inventory from this vendor (the "floorplan"). As of June 30, 2011, the Company owed $12.3 million under the floorplan, which is included in accounts payable – floorplan on the Company's balance sheet.

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Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

4. Long-Term Debt

Long-term debt, excluding capital leases, was as follows:

(in millions)
	June 30, 2011		December 31, 2010
Senior secured asset-based revolving credit facility	$	160.0	$	188.1
Senior secured term loan facility		1,540.5		1,672.5
Senior secured notes due 2018		500.0		500.0
Senior notes due 2015		129.0		1,207.0
Senior notes due 2019		1,175.0		—
Senior subordinated notes due 2017		721.5		721.5
Total long-term debt		4,226.0		4,289.1
Less current maturities of long-term debt		—		(132.0	)
Long-term debt, excluding current maturities	$	4,226.0	$	4,157.1

As of June 30, 2011, the Company was in compliance with the covenants under its various credit agreements as described below.

Senior Secured Asset-Based Revolving Credit Facility ("Revolving Loan")

At June 30, 2011, the Company had outstanding borrowings of $160.0 million under the Revolving Loan (at an effective weighted-average interest rate of approximately 2.47% per annum), $21.8 million of undrawn letters of credit and $12.3 million reserved related to the floorplan sub-facility (discussed below).

On June 24, 2011, the Company entered into the Revolving Loan, a new five-year $900.0 million senior secured asset-based revolving credit facility, with the facility being available to the Company for borrowings, issuance of letters of credit and floorplan financing for certain vendor products. The Revolving Loan matures on June 24, 2016, subject to an acceleration provision discussed below. The Revolving Loan replaces the Company's previous revolving loan credit facility that was to mature on October 12, 2012. The Revolving Loan (i) increases the overall revolving credit facility capacity available to the Company from $800.0 million to $900.0 million, (ii) increases the maximum aggregate amount of increases that may be made to the revolving credit facility from $100.0 million to $200.0 million, (iii) adds a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to both the maturity of the non-extended portion of the Company's senior secured term loan facility and the maturity of the Company's senior exchange notes due 2015, if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus $150 million, (iv) increases the fee on the unused portion of the revolving credit facility from 25 basis points to either 37.5 or 50 basis points, depending on the amount of utilization, (v) increases the applicable interest rate margin, and (vi) incorporates a $300.0 million floorplan sub-facility. In connection with the termination of the previous facility, the Company recorded a loss on extinguishment of long-term debt of $1.6 million in the consolidated statement of operations for the three and six months ended June 30, 2011, representing a write-off of a portion of unamortized deferred financing costs. Fees of $7.2 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the term of the facility on a straight-line basis.

The Revolving Loan includes a $300.0 million floorplan sub-facility which was increased to the maximum of $400.0 million on August 2, 2011. As described in Note 3, in connection with the floorplan sub-facility, the Company entered into the floorplan. Amounts outstanding under the floorplan are unsecured and non-interest bearing. The Company will either pay the outstanding floorplan amounts when they become due, or the Revolving Loan's administrative agent will automatically initiate an advance on the Revolving Loan and use the proceeds to pay the balance on the due date. As of June 30, 2011, the Company owed $12.3 million under the floorplan, which is included in accounts payable – floorplan on the Company's balance sheet. Changes in cash flows from the floorplan are reported in financing activities on the Company's statement of cash flows.

Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The variable interest rate is based on one of two indices, either (i) LIBOR, or (ii) the Alternate Base Rate ("ABR") with the ABR being the greatest of (a) the prime rate, (b) the federal funds effective rate plus 50 basis points and (c) one-month LIBOR plus 1.00%. The applicable margin varies (2.00% to 2.50% for LIBOR borrowings and 1.00% to 1.50% for ABR borrowings) depending upon the Company's average daily excess cash availability under the agreement and is subject to a reduction of 25 basis points if certain conditions are met related to the Company's outstanding secured debt. The margins on the previous revolving loan credit facility varied from 1.00% to 1.75% for LIBOR borrowings and 0.00% to 0.75% for ABR borrowings.

Availability under the Revolving Loan is limited to (a) the lesser of the revolving commitment of $900.0 million and the amount of the borrowing base less (b) outstanding borrowings, letters of credit, and amounts outstanding under the floorplan plus a reserve of 15% of open orders. The borrowing base is (a) the sum of the products of the applicable advance rates on eligible accounts receivable and on eligible inventory as defined in the agreement less (b) any reserves. At June 30, 2011, the borrowing base was $970.2 million as supported by eligible inventory and accounts receivable balances as of May 31, 2011. The Company could have borrowed up to an additional $705.9 million under the Revolving Loan at June 30, 2011.

CDW LLC is the borrower under the Revolving Loan. All obligations under the Revolving Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. Borrowings under the Revolving Loan are collateralized by a first priority interest in inventory (excluding inventory collateralized under the inventory financing agreements as described in Note 3), deposits, and accounts receivable, and a second priority interest in substantially all other assets. The Revolving Loan contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Revolving Loan also includes maintenance of a minimum average daily excess cash availability requirement. Should the Company fall below the minimum average daily excess cash availability requirement for five consecutive business days, the Company becomes subject to a fixed charge coverage ratio until such time as the daily excess cash availability requirement is met for 30 consecutive business days.

Senior Secured Term Loan Facility ("Term Loan")

At June 30, 2011, the outstanding principal amount of the Company's Term Loan was $1,540.5 million, with $484.5 million of non- extended loans and $1,056.0 million of extended loans. The effective weighted-average interest rate on Term Loan principal amounts outstanding on June 30, 2011 was 4.38% per annum. For the six months ended June 30, 2011, the effective weighted-average interest rate without giving effect to the interest rate swap agreements (see Note 5) was 4.58% per annum. For the six months ended June 30, 2011, the effective weighted-average interest rate including the effect of the interest rate swap agreements was 4.92% per annum. The interest rate swap agreements terminated on January 14, 2011.

Borrowings under the Term Loan bear interest at either (a) the ABR plus a margin; or (b) LIBOR plus a margin. The margin is based on the Company's senior secured leverage ratio as defined in the amended agreement evidencing the Term Loan. Effective with the March 2011 amendment discussed below, the margins were reduced on extended loans. For ABR borrowings, the applicable margin varies within a range of 2.50% to 3.00% for non-extended loans and 1.75% to 2.25% for extended loans. For LIBOR borrowings, the applicable margin varies within a range of 3.50% to 4.00% for non-extended loans and 2.75% to 3.25% for extended loans. The non-extended loans under the Term Loan mature on October 10, 2014. The maturity on the extended loans is July 15, 2017 subject to acceleration to July 15, 2015 if, as of July 14, 2015, (i) the senior secured leverage ratio is greater than or equal to 3.00 to 1.00 and (ii) the outstanding principal amount of Senior Notes with a maturity date of October 12, 2015 is greater than or equal to $500.0 million. The Company completed a cash tender offer and follow-on cash tender offer (described below) and as a result of the reduction in the outstanding balances of the Senior Notes due 2015, the maturity of extended loans under the Term Loan will not be accelerated.

On March 11, 2011, the Company entered into an amendment to the Term Loan, which became effective on March 14, 2011. This amendment, among other things: (i) reduced the margins with respect to the extended loans under the Term Loan, (ii) established a LIBOR floor of 1.25% and an ABR floor of 2.25% with respect to the extended loans under the Term Loan facility, (iii) reset the start date for accumulating restricted payments that count against the general limit of $25.0 million and (iv) provided a 1% prepayment premium for certain repayments or re-pricings of any extended loans under the Term Loan for the six month period following the effective date of the amendment. In connection with this amendment, the Company recorded a loss on extinguishment of long-term debt of $3.2 million in the consolidated statement of operations for the six months ended June 30, 2011. This loss represents a write-off of a portion of the unamortized deferred financing costs related to the Term Loan.

The Term Loan requires the Company to make certain mandatory prepayments of principal amounts under certain circumstances, including (i) a prepayment in an amount equal to 50% of the Company's excess cash flow for a fiscal year (the percentage rate of which can decrease based upon the total net leverage ratio as defined in the governing agreement); and (ii) the net cash proceeds from the incurrence of certain additional indebtedness by the Company or its subsidiaries. Excess cash flow is defined as Adjusted EBITDA (as defined in Note 11), plus items such as reductions in working capital, less items such as increases in working capital, certain taxes paid in cash, interest that will be paid in cash, capital expenditures and repayment of long-term indebtedness. On March 16, 2011, the Company made a mandatory prepayment of $132.0 million with respect to the year ended December 31, 2010 under the excess cash flow provision.

CDW LLC is the borrower under the Term Loan. All obligations under the Term Loan are guaranteed by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The Term Loan is collateralized by a second priority interest in substantially all inventory (excluding inventory collateralized under the inventory financing agreements as described in Note 3), deposits, and accounts receivable, and by a first priority interest in substantially all other assets. The Term Loan contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Term Loan also includes a senior secured leverage ratio requirement. The senior secured leverage ratio is required to be maintained on a quarterly basis and is defined as the ratio of senior secured debt (including amounts owed under certain inventory financing agreements and capital leases) less cash and cash equivalents, to trailing twelve months Adjusted EBITDA. Compliance may be determined after giving effect to a designated equity contribution to the Company to be included in the calculation of Adjusted EBITDA. The senior secured leverage ratio for the four quarters ended June 30, 2011 was required to be at or below 7.5. For the four quarters ended June 30, 2011, the senior secured leverage ratio was 3.4. The interest rate margins on both the extended loans and non-extended loans under the Term Loan will decrease by 0.25% upon filing of the required officer's certificate as a result of the senior secured leverage ratio being less than 3.5. The Company is required to maintain an interest rate hedge to fix or cap the interest rate on at least 50% of the outstanding principal amount of the Term Loan through maturity, subject to certain limitations currently in effect. With the interest rate cap agreements as described in Note 5, the Company expects to be in compliance with this requirement through January 14, 2013.

8.0% Senior Secured Notes due 2018 ("Senior Secured Notes")

The Senior Secured Notes were issued on December 17, 2010 and will mature on December 15, 2018. At June 30, 2011, the outstanding principal amount of the Senior Secured Notes was $500.0 million.

CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Secured Notes and the obligations under the notes are guaranteed by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The Senior Notes are secured on a pari passu basis with the Term Loan by a second priority interest in substantially all inventory (excluding inventory collateralized under the trade financing agreements as described in Note 3), deposits, and accounts receivable, and by a first priority interest in substantially all other assets. The Senior Secured Note Indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Senior Secured Note Indenture does not contain any financial covenants.

11.0% Senior Exchange Notes due 2015 ("Senior Exchange Notes"); 11.50% / 12.25% Senior PIK Election Exchange Notes due 2015 ("PIK Election Notes" together with the Senior Exchange Notes the "Senior Notes")

At June 30, 2011, the outstanding principal amount of the Company's Senior Notes was $129.0 million. The Senior Notes have a maturity date of October 12, 2015. The Senior Notes are comprised of $49.3 million of Senior Exchange Notes and $79.7 million of PIK Election Notes. The Company is required to pay cash interest on the outstanding principal of the Senior Exchange Notes. For PIK Election Notes, the periods for which the Company could elect to pay interest in cash or through an increase in the outstanding principal have expired. The Company is required to pay cash interest on the outstanding principal of the PIK Election Notes for the remaining interest periods through maturity.

On April 13, 2011, the Company completed a cash tender offer (the "Initial Senior Notes Tender Offer") and purchased $665.1 million aggregate principal amount of Senior Notes comprised of $519.2 million of the Senior Exchange Notes and $145.9 million of the PIK Election Notes. The Company concurrently issued $725.0 million in aggregate principal amount of 8.5% Senior Notes due 2019. The proceeds from this offering, together with cash on hand and borrowings under the then-outstanding revolving loan credit facility, were used to fund the purchase of the tendered Senior Notes, including $665.1 million aggregate principal amount of Senior Notes, $59.9 million in tender offer premium and $36.5 million of accrued and unpaid interest, along with transaction fees and expenses.

On May 20, 2011, the Company completed a follow-on cash tender offer (the "Follow-on Senior Notes Tender Offer," and together with the Initial Senior Notes Tender Offer, the "Senior Notes Tender Offers") and purchased an additional $412.8 million aggregate principal amount of Senior Notes comprised of $321.4 million of the Senior Exchange Notes and $91.4 million of the PIK Election Notes. The Company concurrently issued $450.0 million in aggregate principal amount of additional 8.5% Senior Notes due 2019. The proceeds from this offering, together with cash on hand and borrowings under the then-outstanding revolving loan credit facility, were used to fund the purchase of the tendered Senior Notes, including $412.8 million aggregate principal amount of Senior Notes, $37.2 million in tender offer premium and $4.5 million of accrued and unpaid interest, along with transaction fees and expenses. The aggregate principal amount of Senior Notes outstanding following Senior Notes Tender Offers is $129.0 million. As a result, the maturity of extended loans under the Term Loan will not be subject to acceleration on July 15, 2015 as described above.

In connection with Senior Notes Tender Offers, the Company recorded a loss on extinguishment of long-term debt of $114.1 million in the consolidated statement of operations for the three and six months ended June 30, 2011. This loss represents $97.0 million in tender offer premiums and $17.1 million for the write-off of a portion of the unamortized deferred financing costs related to the Senior Notes. In connection with the issuance of 8.5% Senior Notes due 2019, fees of $19.1 million were capitalized as deferred financing costs and are being amortized over the term of the notes using the interest method.

CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Notes. Obligations under the Senior Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The Senior Notes contain negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Senior Notes do not contain any financial covenants.

8.5% Senior Notes due 2019 ("2019 Senior Notes")

On April 13, 2011, the Company issued $725.0 million principal amount of 2019 Senior Notes and on May 20, 2011, the Company issued an additional $450.0 million principal amount of 2019 Senior Notes. The proceeds from these issuances together with cash on hand and borrowings under the then-outstanding revolving loan credit facility were used to fund the Senior Notes Tender Offers described above. The 2019 Senior Notes will mature on April 1, 2019. At June 30, 2011, the outstanding principal amount of the 2019 Senior Notes was $1,175.0 million.

CDW LLC and CDW Finance Corporation are the co-issuers of the 2019 Senior Notes. Obligations under the 2019 Senior Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The 2019 Senior Notes contain negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The 2019 Senior Notes do not contain any financial covenants.

12.535% Senior Subordinated Exchange Notes due 2017 ("Senior Subordinated Notes")

At June 30, 2011, the outstanding principal amount of the Company's Senior Subordinated Notes was $721.5 million. The Senior Subordinated Notes have a maturity date of October 12, 2017. On March 10, 2010, one of the Company's wholly owned subsidiaries purchased $28.5 million of principal amount of senior subordinated debt for a purchase price of $18.6 million. The Company recorded a gain on the extinguishment of long-term debt of $9.2 million on the consolidated statement of operations for the six months ended June 30, 2010 related to this repurchase. In May 2010, the $28.5 million in principal amount of senior subordinated debt that were repurchased were exchanged for increasing rate notes and subsequently surrendered to the indenture trustee for cancellation.

CDW LLC and CDW Finance Corporation are the co-issuers of the Senior Subordinated Notes. Obligations under the Senior Subordinated Notes are guaranteed on an unsecured senior basis by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries. The Senior Subordinated Notes contain negative covenants that, among other things, place restrictions and limitations on the ability of Parent and its subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness, make distributions or other restricted payments, create liens, make equity or debt investments, make acquisitions, engage in mergers or consolidations, or engage in certain transactions with affiliates. The Senior Subordinated Notes do not contain any financial covenants.

Based on the quoted market price, trades and/or composite bid prices from dealers, all of which were obtained from independent sources, the estimated fair value of the Company's long-term debt at June 30, 2011 approximated $4,267.5 million.

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Supplemental Guarantor Information

6 Months Ended

Jun. 30, 2011

Supplemental Guarantor Information

Supplemental Guarantor Information

12. Supplemental Guarantor Information

As described in Note 4, the Senior Secured Notes, Senior Notes, Senior Subordinated Notes and 2019 Senior Notes are guaranteed by Parent and each of CDW LLC's direct and indirect, wholly owned, domestic subsidiaries (the "Guarantor Subsidiaries"). All guarantees by Parent and Guarantor Subsidiaries are full and unconditional, and joint and several. CDW LLC's Canada subsidiary (the "Non-Guarantor Subsidiary") does not guarantee the debt obligations. CDW LLC and CDW Finance Corporation, as co-issuers, are wholly owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is wholly owned by CDW LLC.

The following tables set forth condensed consolidating balance sheets as of June 30, 2011 and December 31, 2010, consolidating statements of operations for the three and six months ended June 30, 2011 and 2010, and condensed consolidating statements of cash flows for the six months ended June 30, 2011 and 2010, in accordance with Rule 3-10 of Regulation S-X. The consolidating financial information includes the accounts of CDW Corporation (the "Parent Guarantor"), which has no independent assets or operations, the accounts of CDW LLC (the "Subsidiary Issuer"), the combined accounts of the Guarantor Subsidiaries, the accounts of the Non-Guarantor Subsidiary, and the accounts of CDW Finance Corporation (the "Co-Issuer") for the periods indicated. The information was prepared on the same basis as the Company's consolidated financial statements.

	Condensed Consolidating Balance Sheet
(in millions)	June 30, 2011
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	54.0		$	0.6	$	6.6	$	—	$	(16.6	)	$	44.6
Accounts receivable, net		—			—			1,129.5		48.8		—		—			1,178.3
Merchandise inventory		—			—			344.9		4.0		—		—			348.9
Miscellaneous receivables		—			68.2			117.3		2.2		—		—			187.7
Deferred income taxes		—			43.5			7.1		—		—		—			50.6
Prepaid expenses and other		—			11.6			44.9		0.2		—		—			56.7
Total current assets		—			177.3			1,644.3		61.8		—		(16.6	)		1,866.8
Property and equipment, net		—			75.9			73.2		1.7		—		—			150.8
Goodwill		—			749.4			1,428.4		32.5		—		—			2,210.3
Other intangible assets, net		—			372.1			1,330.7		10.1		—		—			1,712.9
Deferred financing costs, net		—			76.5			—		—		—		—			76.5
Other assets		6.2			2.7			1.9		—		—		(6.2	)		4.6
Investment in and advances to subsidiaries		(75.5	)		3,077.7			—		—		—		(3,002.2	)		—
Total assets	$	(69.3	)	$	4,531.6		$	4,478.5	$	106.1	$	—	$	(3,025.0	)	$	6,021.9
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	—		$	11.5		$	762.5	$	15.3	$	—	$	(16.6	)	$	772.7
Deferred revenue		—			—			49.0		—		—		—			49.0
Accrued expenses		—			135.2			126.7		7.5		—		—			269.4
Total current liabilities		—			146.7			938.2		22.8		—		(16.6	)		1,091.1
Long-term liabilities:
Debt and capital leases		—			4,226.0			—		—		—		—			4,226.0
Deferred income taxes		—			177.8			537.4		2.2		—		(6.2	)		711.2
Accrued interest		—			14.5			—		—		—		—			14.5
Other liabilities		—			42.1			4.7		1.6		—		—			48.4
Total long-term liabilities		—			4,460.4			542.1		3.8		—		(6.2	)		5,000.1
Total shareholders' (deficit) equity		(69.3	)		(75.5	)		2,998.2		79.5		—		(3,002.2	)		(69.3	)
Total liabilities and shareholders (deficit) equity	$	(69.3	)	$	4,531.6		$	4,478.5	$	106.1	$	—	$	(3,025.0	)	$	6,021.9

	Condensed Consolidating Balance Sheet
(in millions)	December 31, 2010
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	32.9		$	1.1	$	10.0	$	—	$	(7.4	)	$	36.6
Accounts receivable, net		—			—			1,047.5		44.0		—		—			1,091.5
Merchandise inventory		—			—			290.3		2.5		—		—			292.8
Miscellaneous receivables		—			90.2			99.1		3.5		—		—			192.8
Deferred income taxes		—			45.6			7.2		—		—		—			52.8
Prepaid expenses and other		—			10.4			25.4		—		—		—			35.8
Total current assets		—			179.1			1,470.6		60.0		—		(7.4	)		1,702.3
Property and equipment, net		—			78.6			77.7		1.8		—		—			158.1
Goodwill		—			749.4			1,428.4		31.3		—		—			2,209.1
Other intangible assets, net		—			380.5			1,400.4		10.3		—		—			1,791.2
Deferred financing costs, net		—			79.7			—		—		—		—			79.7
Other assets		6.5			1.5			1.9		—		—		(6.5	)		3.4
Investment in and advances to subsidiaries		(50.0	)		3,193.4			—		—		—		(3,143.4	)		—
Total assets	$	(43.5	)	$	4,662.2		$	4,379.0	$	103.4	$	—	$	(3,157.3	)	$	5,943.8
Liabilities and Shareholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	—		$	17.3		$	543.2	$	12.2	$	—	$	(7.4	)	$	565.3
Current maturities of long- term debt and capital leases		—			132.5			0.1		—		—		—			132.6
Fair value of interest rate swap agreements		—			2.8			—		—		—		—			2.8
Deferred revenue		—			—			28.6		—		—		—			28.6
Accrued expenses		—			152.4			137.0		8.2		—		—			297.6
Total current liabilities		—			305.0			708.9		20.4		—		(7.4	)		1,026.9
Long-term liabilities:
Debt and capital leases		—			4,157.3			0.1		—		—		—			4,157.4
Deferred income taxes		—			183.5			551.2		2.1		—		(6.5	)		730.3
Accrued interest		—			32.3			—		—		—		—			32.3
Other liabilities		—			34.1			4.7		1.6		—		—			40.4
Total long-term liabilities		—			4,407.2			556.0		3.7		—		(6.5	)		4,960.4
Total shareholders' (deficit) equity		(43.5	)		(50.0	)		3,114.1		79.3		—		(3,143.4	)		(43.5	)
Total liabilities and shareholders (deficit) equity	$	(43.5	)	$	4,662.2		$	4,379.0	$	103.4	$	—	$	(3,157.3	)	$	5,943.8

	Consolidating Statement of Operations
(in millions)	Three Months Ended June 30, 2011
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	2,319.8		$	92.3		$	—	$	—		$	2,412.1
Cost of sales		—			—			1,930.5			79.8			—		—			2,010.3
Gross profit		—			—			389.3			12.5			—		—			401.8
Selling and administrative expenses		—			24.8			212.5			7.1			—		—			244.4
Advertising expense		—			—			28.3			0.9			—		—			29.2
(Loss) income from operations		—			(24.8	)		148.5			4.5			—		—			128.2
Interest expense, net		—			(65.7	)		—			—			—		—			(65.7	)
Net loss on extinguishment of long-term debt		—			(115.7	)		—			—			—		—			(115.7	)
Management fee		—			8.0			—			(8.0	)		—		—			—
Other income (expense), net		—			0.1			0.2			(0.3	)		—		—			—
(Loss) income before income taxes		—			(198.1	)		148.7			(3.8	)		—		—			(53.2	)
Income tax benefit (expense)		—			76.9			(56.7	)		(1.8	)		—		—			18.4
(Loss) income before equity in (loss) earnings of subsidiaries		—			(121.2	)		92.0			(5.6	)		—		—			(34.8	)
Equity in (loss) earnings of subsidiaries		(34.8	)		86.4			—			—			—		(51.6	)		—
Net (loss) income	$	(34.8	)	$	(34.8	)	$	92.0		$	(5.6	)	$	—	$	(51.6	)	$	(34.8	)

(in millions)	Consolidating Statement of Operations Three Months Ended June 30, 2010
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer (a)	Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	2,152.0		$	71.3			$	—		$	2,223.3
Cost of sales		—			—			1,801.3			62.1				—			1,863.4
Gross profit		—			—			350.7			9.2				—			359.9
Selling and administrative expenses		—			29.9			204.2			5.5				—			239.6
Advertising expense		—			—			24.0			0.7				—			24.7
(Loss) income from operations		—			(29.9	)		122.5			3.0				—			95.6
Interest (expense) income, net		—			(107.0	)		0.6			—				—			(106.4	)
Other income (expense), net		—			8.7			(8.7	)		(0.1	)			—			(0.1	)
(Loss) income before income taxes		—			(128.2	)		114.4			2.9				—			(10.9	)
Income tax benefit (expense)		—			27.7			(22.9	)		(0.9	)			—			3.9
(Loss) income before equity in (loss) earnings of subsidiaries		—			(100.5	)		91.5			2.0				—			(7.0	)
Equity in (loss) earnings of subsidiaries		(7.0	)		93.5			—			—				(86.5	)		—
Net (loss) income	$	(7.0	)	$	(7.0	)	$	91.5		$	2.0			$	(86.5	)	$	(7.0	)

(a) Not applicable for the three months ended June 30, 2010. The Co-Issuer was formed on August 6, 2010.

(in millions)	Consolidating Statement of Operations Six Months Ended June 30, 2011
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	4,351.7		$	190.0		$	—	$	—		$	4,541.7
Cost of sales		—			—			3,623.1			165.3			—		—			3,788.4
Gross profit		—			—			728.6			24.7			—		—			753.3
Selling and administrative expenses		—			52.2			408.6			14.0			—		—			474.8
Advertising expense		—			—			56.9			1.7			—		—			58.6
(Loss) income from operations		—			(52.2	)		263.1			9.0			—		—			219.9
Interest expense, net		—			(157.8	)		—			—			—		—			(157.8	)
Net loss on extinguishment of long-term debt		—			(118.9	)		—			—			—		—			(118.9	)
Management fee		—			8.0			—			(8.0	)		—		—			—
Other income (expense), net		—			0.7			0.2			(0.4	)		—		—			0.5
(Loss) income before income taxes		—			(320.2	)		263.3			0.6			—		—			(56.3	)
Income tax benefit (expense)		—			121.3			(100.7	)		(3.3	)		—		—			17.3
(Loss) income before equity in (loss) earnings of subsidiaries		—			(198.9	)		162.6			(2.7	)		—		—			(39.0	)
Equity in (loss) earnings of subsidiaries		(39.0	)		159.9			—			—			—		(120.9	)		—
Net (loss) income	$	(39.0	)	$	(39.0	)	$	162.6		$	(2.7	)	$	—	$	(120.9	)	$	(39.0	)

(in millions)	Consolidating Statement of Operations Six Months Ended June 30, 2010
	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer (a)	Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	4,015.0		$	142.4			$	—		$	4,157.4
Cost of sales		—			—			3,366.7			125.0				—			3,491.7
Gross profit		—			—			648.3			17.4				—			665.7
Selling and administrative expenses		—			54.7			388.5			10.8				—			454.0
Advertising expense		—			—			43.7			1.1				—			44.8
(Loss) income from operations		—			(54.7	)		216.1			5.5				—			166.9
Interest (expense) income, net		—			(184.2	)		0.7			—				—			(183.5	)
Net (loss) gain on extinguishment of long-term debt		—			(0.7	)		9.9			—				—			9.2
Other income (expense), net		—			8.7			(8.6	)		—				—			0.1
(Loss) income before income taxes		—			(230.9	)		218.1			5.5				—			(7.3	)
Income tax benefit (expense)		—			82.2			(78.0	)		(1.7	)			—			2.5
(Loss) income before equity in (loss) earnings of subsidiaries		—			(148.7	)		140.1			3.8				—			(4.8	)
Equity in (loss) earnings of subsidiaries		(4.8	)		143.9			—			—				(139.1	)		—
Net (loss) income	$	(4.8	)	$	(4.8	)	$	140.1		$	3.8			$	(139.1	)	$	(4.8	)

(a) Not applicable for the six months ended June 30, 2010. The Co-Issuer was formed on August 6, 2010.

(in millions)	Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2011
	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—	$	(63.7	)	$	284.1		$	(3.8	)	$	—	$	(9.2	)	$	207.4
Cash flows from investing activities:
Capital expenditures		—		(12.1	)		(4.6	)		—			—		—			(16.7	)
Cash settlements on interest rate swap agreements		—		(6.6	)		—			—			—		—			(6.6	)
Premium payments on interest rate cap agreements		—		(3.2	)		—			—			—		—			(3.2	)
Net cash used in investing activities		—		(21.9	)		(4.6	)		—			—		—			(26.5	)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility		—		755.0			—			—			—		—			755.0
Repayments of borrowings under revolving credit facility		—		(783.1	)		—			—			—		—			(783.1	)
Repayments under senior secured term loan facility		—		(132.0	)		—			—			—		—			(132.0	)
Proceeds from issuance of long- term debt		—		1,175.0			—			—			—		—			1,175.0
Payments to extinguish long- term debt		—		(1,175.0	)		—			—			—		—			(1,175.0	)
Advances to/from affiliates		—		292.3			(292.3	)		—			—		—			—
Other financing activities		—		(25.5	)		12.3			—			—		—			(13.2	)
Net cash provided by (used in) financing activities		—		106.7			(280.0	)		—			—		—			(173.3	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			0.4			—		—			0.4
Net increase (decrease) in cash		—		21.1			(0.5	)		(3.4	)		—		(9.2	)		8.0
Cash and cash equivalents – beginning of period		—		32.9			1.1			10.0			—		(7.4	)		36.6
Cash and cash equivalents – end of period	$	—	$	54.0		$	0.6		$	6.6		$	—	$	(16.6	)	$	44.6

(in millions)	Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2010
	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer (a)	Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—	$	(71.4	)	$	333.0		$	5.5			$	(6.8	)	$	260.3
Cash flows from investing activities:
Capital expenditures		—		(5.9	)		(4.6	)		—				—			(10.5	)
Cash settlements on interest rate swap agreements		—		(39.4	)		—			—				—			(39.4	)
Premium payments on interest rate cap agreements		—		(5.9	)		—			—				—			(5.9	)
Net cash used in investing activities		—		(51.2	)		(4.6	)		—				—			(55.8	)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility		—		249.8			—			—				—			249.8
Repayments of borrowings under revolving credit facility		—		(486.1	)		—			—				—			(486.1	)
Repayments under senior secured term loan facility		—		(11.0	)		—			—				—			(11.0	)
Payments to extinguish long-term debt		—		—			(18.6	)		—				—			(18.6	)
Advances to/from affiliates		—		308.9			(309.4	)		0.5				—			—
Other financing activities		—		(0.2	)		(0.1	)		—				—			(0.3	)
Net cash provided by (used in) financing activities		—		61.4			(328.1	)		0.5				—			(266.2	)
Effect of exchange rate changes on cash and cash equivalents		—		—			—			(0.2	)			—			(0.2	)
Net (decrease) increase in cash		—		(61.2	)		0.3			5.8				(6.8	)		(61.9	)
Cash and cash equivalents – beginning of period		—		87.6			0.5			7.0				(7.1	)		88.0
Cash and cash equivalents – end of period	$	—	$	26.4		$	0.8		$	12.8			$	(13.9	)	$	26.1

(a) Not applicable for the six months ended June 30, 2010. The Co-Issuer was formed on August 6, 2010.

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Derivative Instruments And Hedging Activities

6 Months Ended

Jun. 30, 2011

Derivative Instruments And Hedging Activities

Derivative Instruments And Hedging Activities

5. Derivative Instruments and Hedging Activities

The Company is exposed to interest rate risk associated with fluctuations in the interest rates on its floating-rate debt. In order to manage the risk associated with changes in interest rates on borrowings under the Term Loan, the Company has entered into interest rate derivative agreements to hedge a portion of the cash flows associated with the Term Loan.

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate fluctuations. To accomplish these objectives, the Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of floating-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. Interest rate swaps involve the receipt of floating-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Interest Rate Cap Agreements

In April 2010, the Company entered into four interest rate cap agreements with a combined $1,100.0 million notional amount. Under these agreements, the Company made premium payments totaling $5.9 million to the counterparties in exchange for the right to receive payments from them of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period. The cap agreements are effective from January 14, 2011 through January 14, 2013.

During the first six months of 2011, the Company entered into three interest rate cap agreements with a combined $375.0 million notional amount. Under the agreements, the Company made premium payments totaling $3.2 million to the counterparties in exchange for the right to receive payments from them of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period. The cap agreements are effective from January 14, 2013 through January 14, 2015.

These cap agreements have not been designated as cash flow hedges of interest rate risk for accounting purposes. Instead, the interest rate cap agreements are recorded at fair value on the Company's consolidated balance sheet each period, with changes in fair value recorded directly to interest expense, net on the Company's consolidated statements of operations.

On July 27, 2011, the Company entered into an additional interest rate cap agreement with a notional amount of $125.0 million, which is effective from January 14, 2013 through January 14, 2015. The Company made a premium payment of $0.6 million to the counterparty in exchange for the right to receive payments of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period.

Interest Rate Swap Agreements

On January 14, 2011, the Company's two existing interest rate swap agreements terminated. The interest rate swaps hedged a portion of the cash flows associated with the Term Loan. On October 24, 2007, the Company entered into the first swap agreement with a notional amount of $1,500.0 million, and later amended this swap agreement effective July 14, 2009. On November 27, 2007, the Company entered into the second interest rate swap agreement with a notional amount of $700.0 million, which was reduced to $500.0 million as of January 14, 2010.

For the Company's interest rate swaps designated as cash flow hedges of interest rate risk for accounting purposes, the effective portion of the changes in fair value of the swaps was initially recorded as a component of accumulated other comprehensive income (loss) ("AOCI") in the Company's consolidated balance sheets and subsequently reclassified into interest expense, net in the Company's consolidated statements of operations in the period that the hedged forecasted transaction affected earnings. The ineffective portion of the change in fair value of the swaps was recognized directly in earnings in interest expense, net. For the Company's interest rate swap not designated as a cash flow hedge of interest rate risk, changes in fair value of the swap were recorded directly to interest expense, net in the Company's consolidated statements of operations.

Both of the Company's interest rate swaps were initially designated as cash flow hedges. However, as a result of the amendment to the $1,500.0 million interest rate swap agreement, the Company prospectively discontinued the hedge accounting on the original interest rate swap agreement. Simultaneously, the Company designated the amended interest rate swap agreement as a cash flow hedge. On December 17, 2010, the Company discontinued the hedge accounting on the amended $1,500.0 million interest rate swap agreement as a result of the Term Loan amendment as described in Note 4. The Company continued to report the net loss related to the discontinued cash flow hedges in AOCI, which was reclassified into earnings on a straight-line basis through January 14, 2011.

The amount of the loss reclassified into earnings during the three and six months ended June 30, 2010 was $9.3 million and $18.6 million, respectively. The Company did not reclassify any losses into earnings during the three months ended June 30, 2011. The amount of loss reclassified into earnings during the six months ended June 30, 2011 was $2.1 million.

The Company utilized the hypothetical derivative method to measure hedge ineffectiveness each period for interest rate swaps designated as cash flow hedges. For the three and six months ended June 30, 2010, the Company recognized $9.4 million and $44.6 million, respectively, of non-cash gains due to hedge ineffectiveness on the amended $1,500.0 million swap. The Company did not recognize any gains or losses due to hedge ineffectiveness during the three or six months ended June 30, 2011.

The fair values of the interest rate cap and swap agreements are estimated as described in Note 6 and reflected as assets or liabilities on the balance sheet. At June 30, 2011 and December 31, 2010, the fair values of the Company's interest rate derivatives were as follows:

(in millions)	Balance Sheet Location	Derivative Assets				Derivative Liabilities
		June 30, 2011		December 31, 2010		June 30, 2011		December 31, 2010
Derivatives not designated as hedging instruments
Interest rate cap agreements	Fair value of interest rate cap agreements	$	2.4	$	1.2	$	—	$	—
Interest rate swap agreements	Fair value of interest rate swap agreements	$	—	$	—	$	—	$	2.1
Derivatives designated as hedging instruments
Interest rate swap agreements	Fair value of interest rate swap agreements	$	—	$	—	$	—	$	0.7

The effect of derivative instruments on the consolidated statements of operations for the three months ended June 30, 2011 and 2010 was as follows:

Derivatives not designated as hedging instruments

(in millions)	Amount of Loss Recognized in Interest Expense, net
	Three Months Ended June 30,
	2011			2010
Interest rate cap agreements	$	(1.8	)	$	(3.5	)
Total	$	(1.8	)	$	(3.5	)

Derivatives designated as hedging instruments

(in millions)	Amount of Loss Recognized in OCI (Effective Portion)					Amount of Loss Reclassified from AOCI into Interest Expense,  net (Effective Portion)					Amount of Gain (Loss) Recognized in Interest Expense, net (Ineffective Portion)
	Three Months Ended June 30,					Three Months Ended June 30,					Three Months Ended June 30,
	2011		2010			2011		2010			2011		2010
Interest rate swap agreements	$	—	$	(0.7	)	$	—	$	(19.1	)	$	—	$	—
Total	$	—	$	(0.7	)	$	—	$	(19.1	)	$	—	$	—

The effect of derivative instruments on the consolidated statements of operations for the six months ended June 30, 2011 and 2010 was as follows:

Derivatives not designated as hedging instruments

(in millions)	Amount of Loss Recognized in Interest Expense, net
	Six Months Ended June 30,
	2011			2010
Interest rate cap agreements	$	(2.0	)	$	(3.5	)
Total	$	(2.0	)	$	(3.5	)

Derivatives designated as hedging instruments

(in millions)	Amount of Loss Recognized in OCI (Effective Portion)					Amount of Loss Reclassified from AOCI into Interest Expense,  net (Effective Portion)						Amount of Gain Recognized in Interest Expense, net (Ineffective Portion)
	Six Months Ended June 30,					Six Months Ended June 30,						Six Months Ended June 30,
	2011		2010			2011			2010			2011		2010
Interest rate swap agreements	$	—	$	(33.1	)	$	(2.8	)(1)	$	(38.6	)	$	—	$	25.9
Total	$	—	$	(33.1	)	$	(2.8	)	$	(38.6	)	$	—	$	25.9

⁽¹⁾ The Company reclassified realized losses of $2.8 million from AOCI to net loss, or $1.9 million net of tax as reflected in the consolidated statement of shareholders' deficit.

There was no balance remaining in AOCI related to the Company's interest rate swap agreements as of June 30, 2011. The Company had no derivative instruments with credit-risk-related contingent features that were in a liability position as of June 30, 2011.

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Consolidated Statement Of Shareholders' Deficit (USD $) In Millions	Class A Common Shares [Member]	Class B Common Shares [Member]	Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2010			$ 2,166.7	$ (2,208.0)	$ (2.2)		$ (43.5)
Equity-based compensation expense			8.1				8.1
Investment from CDW Holdings LLC			1.0				1.0
Stock distribution to CDW Holdings LLC				(0.2)			(0.2)
Accrued charitable contribution related to the MPK Coworker Incentive Plan II, net of tax			(0.6)				(0.6)
Net loss				(39.0)		(39.0)	(39.0)
Reclassification of realized loss on interest rate swap agreements from accumulated other comprehensive income (loss) to net loss, net of tax					1.9	1.9	1.9
Foreign currency translation adjustment					3.0	3.0	3.0
Comprehensive loss						(34.1)
Balance at Jun. 30, 2011			$ 2,175.2	$ (2,247.2)	$ 2.7		$ (69.3)

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Description Of Business And Summary Of Significant Accounting Policies

6 Months Ended

Jun. 30, 2011

Description Of Business And Summary Of Significant Accounting Policies

Description Of Business And Summary Of Significant Accounting Policies

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

The Company is a leading provider of multi-branded information technology products and services in the U.S. and Canada. The Company provides comprehensive and integrated solutions for its customers' technology needs through an extensive range of hardware, software and service offerings. The Company's breadth of offerings allows its customers to streamline their procurement processes by using a complete solution provider for their technology needs.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial statements. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 ("December 31, 2010 financial statements"). The significant accounting policies used in preparing these unaudited interim consolidated financial statements were applied on a basis consistent with those reflected in the December 31, 2010 financial statements, except as disclosed in Note 2, "Recent Accounting Pronouncements." In the opinion of management, the unaudited interim consolidated financial statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, cash flows, and changes in shareholders' deficit as of the dates and for the periods indicated. The unaudited consolidated statements of operations for such interim periods reported are not necessarily indicative of results for the full year.

CDW Corporation ("Parent") is owned directly by CDW Holdings LLC, a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC and Providence Equity Partners, Inc., certain other co-investors and certain members of CDW management.

Parent has two wholly owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its wholly owned subsidiaries, holds all material assets and conducts all business activities and operations. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 4 and does not hold any material assets or engage in any business activities or operations.

Throughout this report, the terms "the Company" and "CDW" refer to Parent and its wholly owned subsidiaries.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Parent and its wholly owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at 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 could differ from those estimates.

The notes to consolidated financial statements contained in the December 31, 2010 financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of the Company's consolidated financial statements.

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Contingencies

6 Months Ended

Jun. 30, 2011

Contingencies

Contingencies

10. Contingencies

The Company is party to legal proceedings that arise from time to time in the ordinary course of its business, including various pending litigation matters. The Company is also subject to audit by federal, state and local authorities, by various customers, including government agencies, relating to sales under certain contracts and by vendors. In addition, from time to time, customers of the Company file voluntary petitions for reorganization or liquidation under the U.S. bankruptcy laws. In such cases, certain pre-petition payments received by the Company could be considered preference items and subject to return to the bankruptcy administrator.

The Company does not believe that any current audit or pending or threatened litigation will have a material adverse effect on its financial condition. Litigation and audits, however, involve uncertainties and it is possible that the eventual outcome of litigation or audits could adversely affect the Company's consolidated results of operations for a particular period.

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Consolidated Balance Sheets (USD $) In Millions	Jun. 30, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 44.6	$ 36.6
Accounts receivable, net of allowance for doubtful accounts of $5.9 and $5.0, respectively	1,178.3	1,091.5
Merchandise inventory	348.9	292.8
Miscellaneous receivables	187.7	192.8
Deferred income taxes	50.6	52.8
Prepaid expenses and other	56.7	35.8
Total current assets	1,866.8	1,702.3
Property and equipment, net	150.8	158.1
Goodwill	2,210.3	2,209.1
Other intangible assets, net	1,712.9	1,791.2
Deferred financing costs, net	76.5	79.7
Fair value of interest rate cap agreements	2.4	1.2
Other assets	2.2	2.2
Total assets	6,021.9	5,943.8
Liabilities and Shareholders' Deficit
Accounts payable - trade	760.4	565.3
Accounts payable - floorplan	12.3
Current maturities of long-term debt and capital leases		132.6
Fair value of interest rate swap agreements		2.8
Deferred revenue	49.0	28.6
Accrued expenses:
Compensation	77.8	91.3
Interest	51.8	64.3
Sales taxes	19.6	23.2
Advertising	31.4	27.0
Income taxes	5.4	4.2
Other	83.4	87.6
Total current liabilities	1,091.1	1,026.9
Long-term liabilities:
Debt and capital leases	4,226.0	4,157.4
Deferred income taxes	711.2	730.3
Accrued interest	14.5	32.3
Other liabilities	48.4	40.4
Total long-term liabilities	5,000.1	4,960.4
Commitments and contingencies
Shareholders' deficit:
Paid-in capital	2,175.2	2,166.7
Accumulated deficit	(2,247.2)	(2,208.0)
Accumulated other comprehensive income (loss)	2.7	(2.2)
Total shareholders' deficit	(69.3)	(43.5)
Total liabilities and shareholders' deficit	6,021.9	5,943.8
Class A Common Shares [Member]
Shareholders' deficit:
Common shares
Class B Common Shares [Member]
Shareholders' deficit:
Common shares