10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2014

or

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

For the transition period from                     to                    

Commission File Number 001-35985

CDW CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	26-0273989
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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.    ý  Yes    ¨  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).    ý  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    ý  No

As of November 7, 2014, there were 172,211,884 shares of common stock, $0.01 par value, outstanding.

1

CDW CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and September 30, 2013	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and September 30, 2013	5
	Consolidated Statement of Shareholders’ Equity for the Nine Months Ended September 30, 2014	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and September 30, 2013	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	59
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
SIGNATURES		61

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except per-share amounts)
	September 30, 2014			December 31, 2013
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	357.8		$	188.1
Accounts receivable, net of allowance for doubtful accounts of $5.7 and $5.4 respectively	1,473.2			1,451.0
Merchandise inventory	423.5			382.0
Miscellaneous receivables	175.4			146.3
Prepaid expenses and other	86.3			46.1
Total current assets	2,516.2			2,213.5
Property and equipment, net	131.7			131.1
Goodwill	2,218.6			2,220.3
Other intangible assets, net	1,207.0			1,328.0
Deferred financing costs, net	31.8			30.1
Other assets	2.1			1.6
Total assets	$	6,107.4		$	5,924.6
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable—trade	$	777.9		$	662.8
Accounts payable—inventory financing	299.7			256.6
Current maturities of long-term debt	15.4			45.4
Deferred revenue	102.3			94.8
Accrued expenses:
Compensation	103.9			112.2
Interest	50.2			31.8
Sales taxes	24.8			29.2
Advertising	41.5			33.2
Income taxes	0.2			6.3
Other	111.7			130.3
Total current liabilities	1,527.6			1,402.6
Long-term liabilities:
Debt	3,146.3			3,205.8
Deferred income taxes	495.4			563.5
Other liabilities	44.1			41.0
Total long-term liabilities	3,685.8			3,810.3
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred shares, $0.01 par value, 100.0 shares authorized, no shares issued or outstanding for both periods	—			—
Common shares, $0.01 par value, 1,000.0 shares authorized for both periods; 172.1 and 172.0 shares issued and outstanding, respectively	1.7			1.7
Paid-in capital	2,704.6			2,688.1
Accumulated deficit	(1,800.6		)	(1,971.8		)
Accumulated other comprehensive loss	(11.7		)	(6.3		)
Total shareholders’ equity	894.0			711.7
Total liabilities and shareholders’ equity	$	6,107.4		$	5,924.6

The accompanying notes are an integral part of the consolidated financial statements.

3

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per-share amounts) (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net sales	$	3,266.1		$	2,864.3		$	9,024.4		$	8,055.3
Cost of sales	2,758.8			2,405.9			7,595.0			6,743.3
Gross profit	507.3			458.4			1,429.4			1,312.0
Selling and administrative expenses	285.4			332.4			820.2			850.3
Advertising expense	37.2			33.1			100.5			95.1
Income from operations	184.7			92.9			508.7			366.6
Interest expense, net	(50.1		)	(56.2		)	(148.7		)	(198.6		)
Net loss on extinguishments of long-term debt	(45.8		)	(41.3		)	(53.8		)	(55.5		)
Other income (expense), net	0.7			(0.2		)	1.4			0.4
Income (loss) before income taxes	89.5			(4.8		)	307.6			112.9
Income tax (expense) benefit	(33.9		)	2.6			(114.5		)	(40.1		)
Net income (loss)	$	55.6		$	(2.2	)	$	193.1		$	72.8
Net income (loss) per common share:
Basic	$	0.33		$	(0.01	)	$	1.13		$	0.48
Diluted	$	0.32		$	(0.01	)	$	1.12		$	0.47
Weighted-average number of common shares outstanding:
Basic	170.9			166.8			170.2			152.5
Diluted	173.0			166.8			172.7			154.3
Cash dividends declared per common share	$	0.0425		$	—		$	0.1275		$	—

The accompanying notes are an integral part of the consolidated financial statements.

4

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) (unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income (loss)	$	55.6		$	(2.2	)	$	193.1		$	72.8
Foreign currency translation adjustment	(5.2		)	2.0			(5.4		)	(3.7		)
Other comprehensive (loss) income, net of tax	(5.2		)	2.0			(5.4		)	(3.7		)
Comprehensive income (loss)	$	50.4		$	(0.2	)	$	187.7		$	69.1

The accompanying notes are an integral part of the consolidated financial statements.

5

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (in millions) (unaudited)
	Preferred Stock			Common Stock
	Shares	Amount		Shares	Amount		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at December 31, 2013	—	$	—	172.0	$	1.7	$	2,688.1	$	(1,971.8	)	$	(6.3	)	$	711.7
Equity-based compensation expense	—	—		—	—		11.5		—			—			11.5
Stock option exercises	—	—		—	—		1.1		—			—			1.1
Excess tax benefits from equity-based compensation	—	—		—	—		0.2		—			—			0.2
Coworker Stock Purchase Plan	—	—		0.1	—		3.7		—			—			3.7
Dividends declared	—	—		—	—		—		(21.9		)	—			(21.9		)
Net income	—	—		—	—		—		193.1			—			193.1
Foreign currency translation adjustment	—	—		—	—		—		—			(5.4		)	(5.4		)
Balance at September 30, 2014	—	$	—	172.1	$	1.7	$	2,704.6	$	(1,800.6	)	$	(11.7	)	$	894.0

The accompanying notes are an integral part of the consolidated financial statements.

6

CDW CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited)
	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities:
Net income	$	193.1		$	72.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	155.9			156.3
Equity-based compensation expense	11.5			44.3
Deferred income taxes	(67.2		)	(21.3		)
Allowance for doubtful accounts	0.3			—
Amortization of deferred financing costs, debt premium, and debt discount, net	4.8			7.1
Net loss on extinguishments of long-term debt	53.8			55.5
Other	0.1			0.1
Changes in assets and liabilities:
Accounts receivable	(26.2		)	(27.9		)
Merchandise inventory	(41.7		)	(39.2		)
Other assets	(69.7		)	(72.2		)
Accounts payable-trade	115.1			154.8
Other current liabilities	17.4			47.0
Long-term liabilities	3.3			(6.5		)
Net cash provided by operating activities	350.5			370.8
Cash flows from investing activities:
Capital expenditures	(34.4		)	(30.5		)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	(20.9		)	—
Premium payments on interest rate cap agreements	(0.7		)	—
Net cash used in investing activities	(56.0		)	(30.5		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—			63.0
Repayments of borrowings under revolving credit facility	—			(63.0		)
Repayments of long-term debt	(11.6		)	(47.2		)
Proceeds from issuance of long-term debt	600.0			1,535.2
Payments to extinguish long-term debt	(723.9		)	(1,885.9		)
Payments of debt financing costs	(14.4		)	(6.0		)
Net change in accounts payable-inventory financing	43.1			(24.0		)
Proceeds from issuance of common shares	—			424.7
Proceeds from stock option exercises	1.1			—
Proceeds from Coworker Stock Purchase Plan	3.7			—
Dividends paid	(21.9		)	—
Excess tax benefits from equity-based compensation	0.2			—
Payment of incentive compensation plan withholding taxes	—			(24.1		)
Repurchase of common shares	—			(0.1		)
Net cash used in financing activities	(123.7		)	(27.4		)
Effect of exchange rate changes on cash and cash equivalents	(1.1		)	(0.6		)
Net increase in cash and cash equivalents	169.7			312.3
Cash and cash equivalents—beginning of period	188.1			37.9
Cash and cash equivalents—end of period	$	357.8		$	350.2
Supplementary disclosure of cash flow information:
Interest paid	$	(127.2	)	$	(169.5	)
Taxes paid, net	$	(189.9	)	$	(64.3	)

The accompanying notes are an integral part of the consolidated financial statements.

7

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW is a Fortune 500 company and a leading provider of integrated information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in the U.S. and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 (the "consolidated financial statements") have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The 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, 2013 (the "December 31, 2013 financial statements"). The significant accounting policies used in preparing these consolidated financial statements were applied on a basis consistent with those reflected in the December 31, 2013 financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in shareholders' equity 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") was previously owned directly by CDW Holdings LLC ("CDW Holdings"), a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC ("Madison Dearborn") and Providence Equity Partners, L.L.C. ("Providence Equity," and together with Madison Dearborn, the "Sponsors"), certain other co-investors and certain members of CDW management. On July 2, 2013, Parent completed an initial public offering (the "IPO") of its common stock. In connection with the IPO, CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members' respective membership interests and was subsequently dissolved in August 2013. See Note 6 for additional discussion of the IPO.

Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 12 and does not hold any material assets or engage in any business activities or operations.

Throughout these notes, the terms the “Company” and “CDW” refer to Parent and its 100% owned subsidiaries.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

The preparation of 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.

8

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The notes to the consolidated financial statements contained in the December 31, 2013 financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of the Company's consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2014.

2. Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2014-09, which clarifies the standard for recognizing revenue from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. The standard is effective for the Company for the first quarter of 2017 and early adoption is not permitted. The standard allows for either a full retrospective approach or a modified retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial position, results of operations and cash flows.

Stock Compensation-Performance Share Awards

In June 2014, the FASB issued ASU 2014-12, which amended the standard on how to account for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Under the amended standard, a performance target that could be achieved after the requisite service period is required to be treated as a performance condition that affects the vesting of the award and should not be reflected in estimating the fair value of the award at the grant date. The amendment is effective for the first quarter of 2016 with early adoption permitted. The Company already accounts for performance shares utilizing the method outlined by ASU 2014-12 and is not impacted by the new standard.

Going Concern

In August 2014, the FASB issued ASU 2014-15, which sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period, and provides principles for considering the mitigating effects of management’s plans. The standard is effective for the Company for the fourth quarter of 2016 with early adoption permitted. The Company currently does not expect that this standard will have a material impact on its financial statements.

3. Inventory Financing Agreements

The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable-inventory financing on the accompanying consolidated balance sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due.

The following table presents the amounts included in accounts payable-inventory financing:

(in millions)	September 30, 2014		December 31, 2013
Revolving Loan inventory financing agreement	$	298.8	$	256.1
Other inventory financing agreements	0.9		0.5
Accounts payable-inventory financing	$	299.7	$	256.6

As described in Note 4, in June 2014, the Company entered into a new senior secured asset-based revolving credit facility, which incorporates the previous inventory floorplan sub-facility and, among other changes, removes the $400.0 million limit on the size of the floorplan sub-facility. In connection with the floorplan sub-facility, the Company maintains an inventory financing agreement on an unsecured basis with a financial intermediary to facilitate the purchase of inventory from a certain vendor (the “Revolving Loan inventory financing agreement”). Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing.

9

The Company also maintains other inventory financing agreements with financial intermediaries to facilitate the purchase of inventory from certain vendors. At September 30, 2014 and December 31, 2013, amounts owed under other inventory financing agreements of $0.9 million and $0.5 million, respectively, were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable.

4. Long-Term Debt

Long-term debt was as follows:

(dollars in millions)	Interest Rate (1)		September 30, 2014			December 31, 2013
Senior secured asset-based revolving credit facility	—	%	$	—		$	—
Senior secured term loan facility	3.25	%	1,517.4			1,528.9
Unamortized discount on senior secured term loan facility			(3.9		)	(4.4		)
Senior secured notes due 2018	—	%	—			325.0
Senior notes due 2019	8.5	%	1,045.3			1,305.0
Unamortized premium on senior notes due 2019			2.9			4.2
Senior notes due 2022	6.0	%	600.0			—
Senior subordinated notes due 2017	—	%	—			92.5
Total long-term debt			3,161.7			3,251.2
Less current maturities of long-term debt			(15.4		)	(45.4		)
Long-term debt, excluding current maturities			$	3,146.3		$	3,205.8

(1)Interest rate at September 30, 2014.

At September 30, 2014, 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 September 30, 2014, the Company had no outstanding borrowings under the Revolving Loan, $2.2 million of undrawn letters of credit and $292.5 million reserved related to the floorplan sub-facility.

On June 6, 2014, the Company entered into the Revolving Loan, a new five-year $1,250.0 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 6, 2019, subject to an acceleration provision discussed below. The Revolving Loan replaces the Company’s previous revolving loan credit facility that was to mature on June 24, 2016. The Revolving Loan (i) increases the overall revolving credit facility capacity available to the Company from $900.0 million to $1,250.0 million, (ii) increases the maximum aggregate amount of increases that may be made to the revolving credit facility from $200.0 million to $300.0 million, (iii) maintains a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to the final maturity of any then outstanding senior debt if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus $150.0 million, (iv) decreases the fee on the unused portion of the revolving credit facility from either 37.5 or 50 basis points, depending on the amount of utilization, to 25 basis points, (v) decreases the applicable interest rate margin by 50 basis points, and (vi) amends the existing inventory floorplan sub-facility as discussed below. In connection with the termination of the previous facility, the Company recorded a loss on extinguishment of long-term debt of $0.4 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing a write-off of a portion of unamortized deferred financing costs. Fees of $6.4 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the five-year term of the facility on a straight-line basis.

10

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The Revolving Loan incorporates the previous inventory floorplan sub-facility and related Revolving Loan inventory financing agreement while removing the previous $400.0 million limit on the size of the floorplan sub-facility and the in-transit reserve of 15% of open orders. At September 30, 2014, the financial intermediary reported an outstanding balance of $292.5 million under the Revolving Loan inventory financing agreement. The amount included on the Company's consolidated balance sheet as of September 30, 2014 as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement of $298.8 million includes a $6.3 million accrual for amounts in transit.

Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The interest rate margin is based on one of two indices, either (i) LIBOR, or (ii) the Alternate Base Rate (“ABR”) with the ABR being the greater of (a) the prime rate, (b) the federal funds effective rate plus 50 basis points or (c) the one-month LIBOR plus 1.00%. The applicable margin varies (1.50% to 2.00% for LIBOR borrowings and 0.50% to 1.00% for ABR borrowings) depending upon average daily excess cash availability under the agreement evidencing the Revolving Loan and is subject to a reduction of 0.25% if, and for as long as, CDW LLC's corporate credit rating from Standard & Poor’s Rating Services is BB or better and the CDW LLC's corporate family rating from Moody’s Investors Service, Inc. is Ba3 or better (in each case with stable or better outlook).

Under the new Revolving Loan, the Company is permitted to borrow an aggregate amount of $1,250.0 million; however, its ability to borrow under the Revolving Loan is limited by a borrowing base. 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 September 30, 2014, the borrowing base was $1,408.1 million based on the amount of eligible inventory and accounts receivable balances as of August 30, 2014. The Company could have borrowed up to an additional $955.3 million under the Revolving Loan at September 30, 2014.

The ability to borrow under the Revolving Loan also remains limited by a minimum liquidity condition which provides that, if excess cash availability is less than the lesser of (i) $125.0 million and (ii) the greater of (A) 10% of the borrowing base and (B) $100.0 million, the lenders are not required to lend any additional amounts under the Revolving Loan unless the consolidated fixed charge coverage ratio (as described in the agreement evidencing the Revolving Loan) is at least 1.00 to 1.00.

Senior Secured Term Loan Facility

On April 29, 2013, the Company entered into a seven-year, $1,350.0 million aggregate principal amount senior secured term loan facility (the "Term Loan"). The Term Loan was issued at a price that was 99.75% of par, which resulted in a discount of $3.4 million. Substantially all of the proceeds from the Term Loan were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility (the "Prior Term Loan Facility"). In connection with this refinancing, the Company recorded a loss on extinguishment of long-term debt of $10.3 million in the consolidated statement of operations for the nine months ended September 30, 2013. This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Term Loan Facility.

On July 31, 2013, the Company borrowed an additional $190.0 million aggregate principal amount under the Term Loan at a price that was 99.25% of par, which resulted in a discount of $1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes. The discounts are reported on the consolidated balance sheets as a reduction to the face amount of the Term Loan and are being amortized to interest expense over the term of the related debt. Fees of $6.1 million related to the Term Loan were capitalized as deferred financing costs and are being amortized over the term of the facility using the effective interest method.

The Company is required to pay quarterly principal installments equal to 0.25% of the original principal amount of the Term Loan, with the remaining principal amount payable on the maturity date of April 29, 2020. The quarterly principal installment payments commenced during the quarter ended June 30, 2013. At September 30, 2014, the outstanding principal amount of the Term Loan was $1,517.4 million, excluding $3.9 million in unamortized discount.

Borrowings under the Term Loan bear interest at either (a) the alternate base rate ("ABR") plus a margin or (b) LIBOR plus a margin; provided that for the purposes of the Term Loan, LIBOR shall not be less than 1.00% per annum at any time ("LIBOR Floor"). The margin is based upon a net leverage ratio as defined in the agreement governing the Term Loan, ranging from 1.25% to 1.50% for ABR borrowings and 2.25% to 2.50% for LIBOR borrowings. The total net leverage ratio was 3.2 at September 30, 2014. An interest rate of 3.25%, LIBOR Floor plus a 2.25% margin, was in effect during the three-month period ended September 30, 2014.

11

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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 cap agreements. Prior to September 2014, the Company had ten interest rate cap agreements in effect through January 14, 2015 with a combined notional amount of $1,150.0 million. Of the total $1,150.0 million notional amount, $500.0 million entitle the Company to payments from the counterparty of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period. The remaining interest rate cap agreements with a notional amount of $650.0 million entitle the Company to payments from the counterparty of the amount, if any, by which the three-month LIBOR exceeds 1.5% during the agreement period. The fair value of these interest rate cap agreements was zero at both September 30, 2014 and December 31, 2013.

In September 2014, the Company entered into two additional interest rate cap agreements with a combined notional amount of $250.0 million. Under these agreements, the Company made premium payments totaling $0.7 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which three-month LIBOR exceeds 2.0% during the agreement period. These interest rate cap agreements are effective from January 14, 2015 through January 14, 2017. The fair value of these interest rate cap agreements was $0.6 million at September 30, 2014.

The Company's interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP 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 in the Company’s consolidated statements of operations. The fair value of the Company’s interest rate cap agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate 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 rates of the caps. This analysis reflects the contractual terms of the interest rate 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 which are insignificant. The counterparty credit spreads are based on publicly available credit information obtained from a third party credit data provider.

On January 30, 2013, the Company made an optional prepayment of $40.0 million aggregate principal amount outstanding under the Prior Term Loan Facility. The optional prepayment satisfied the excess cash flow payment provision of the Prior Term Loan Facility with respect to the year ended December 31, 2012.

See Note 13 for a description of the interest rate cap agreements entered into during the fourth quarter of 2014.

8.0% Senior Secured Notes due 2018 (“Senior Secured Notes”)

As of September 30, 2014, there were no outstanding Senior Secured Notes.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes at a redemption price of 106.061% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. On the same date, the indenture governing the Senior Secured Notes was satisfied and discharged. The redemption date was September 5, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $23.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $4.0 million for the write-off of the unamortized deferred financing fees, a redemption premium of $13.0 million and a make-whole interest payment of $6.7 million.

On July 2, 2013, the Company used a portion of the net proceeds from the IPO to redeem $175.0 million aggregate principal amount of the Senior Secured Notes. The redemption price of the Senior Secured Notes was 108.0% of the principal amount redeemed, plus $0.7 million of accrued and unpaid interest to the date of redemption. The Company used cash on hand to pay such accrued and unpaid interest. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $16.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $14.0 million in redemption premium and $2.7 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Secured Notes.

12

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

8.5% Senior Notes due 2019 (“2019 Senior Notes”)

At September 30, 2014, the outstanding principal amount of 2019 Senior Notes was $1,045.3 million, excluding $2.9 million in unamortized premium. The 2019 Senior Notes mature on April 1, 2019.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was September 5, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $22.1 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $2.2 million for the write-off of a portion of the unamortized deferred financing fees, a redemption premium of $10.0 million, and a make-whole interest payment of $10.6 million, partially offset by $0.7 million for the write-off of a portion of the unamortized premium.

On March 20, 2014, the Company repurchased and subsequently canceled $25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms' length basis at a price of 109.75% of the principal amount. Cash on hand was used to fund the repurchase of $25.0 million aggregate principal amount, $2.4 million of repurchase premium and $1.0 million in accrued and unpaid interest to the date of repurchase. In connection with this repurchase, the Company recorded a loss on extinguishment of long-term debt of $2.7 million in the Company's consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.4 million in repurchase premium and $0.3 million for the write-off of a portion of the unamortized deferred financing costs related to the 2019 Senior Notes.

6.0% Senior Notes due 2022 ("2022 Senior Notes")

On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes. Fees of $8.0 million related to the 2022 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight-line basis. The 2022 Senior Notes will mature on August 15, 2022.

CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior 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 2022 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness, and create liens. The indenture governing the 2022 Senior Notes does not contain any financial covenants.

12.535% Senior Subordinated Exchange Notes due 2017 (“Senior Subordinated Notes”)

At September 30, 2014, there were no outstanding Senior Subordinated Notes due 2017.

On May 9, 2014, the Company redeemed all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. Cash on hand was used to fund the redemption of $42.5 million aggregate principal amount, $1.8 million in redemption premium and $0.4 million in accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $2.2 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $1.8 million in redemption premium and $0.4 million for the write-off of the remaining deferred financing costs related to the Senior Subordinated Notes.

On January 22, 2014 and February 21, 2014, the Company redeemed $30.0 million and $20.0 million aggregate principal amounts of Senior Subordinated Notes, respectively, at redemption prices that were 104.178% of the principal amounts redeemed. Cash on hand was used to fund the redemptions of $50.0 million aggregate principal amount, $2.1 million in redemption premiums and $1.9 million in aggregate accrued and unpaid interest to the dates of redemption. In connection with these redemptions, the Company recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.1 million in redemption premiums and $0.6 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

13

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

On October 18, 2013, the Company redeemed $155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. A combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO, in the amount of $56.0 million, was used to fund the redemption of $155.0 million aggregate principal amount, $6.5 million of redemption premium and $0.2 million in accrued and unpaid interest to the date of redemption. See Note 6 for additional discussion of the underwriters' overallotment option. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $8.5 million in the Company's consolidated statement of operations for the year ended December 31, 2013. This loss represented $6.5 million in redemption premium and $2.0 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

On August 1, 2013, the Company redeemed $324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. The Company used a portion of the net proceeds from the IPO to redeem $146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of $190.0 million under the Term Loan to redeem $178.0 million aggregate principal amount of Senior Subordinated Notes. The Company used cash on hand to pay $12.0 million of accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $24.6 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $20.3 million in redemption premium and $4.3 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

On March 8, 2013, the Company redeemed $50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. Cash on hand was used to fund the redemption of $50.0 million aggregate principal amount, $3.1 million of redemption premium and $2.5 million in accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $3.9 million in the Company's consolidated statement of operations for the nine months ended September 30, 2013. This loss represented $3.1 million in redemption premium and $0.8 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

Fair Value

The fair value of the Company's long-term debt instruments at September 30, 2014 was $3,213.3 million. The fair value of the 2022 Senior Notes and the 2019 Senior Notes is estimated using quoted market prices for identical assets or liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan is estimated using dealer quotes for identical assets or liabilities in markets that are not considered active. Consequently, the Company's long-term debt is classified as Level 2 within the fair value hierarchy.

At September 30, 2014, the carrying value of the Company's long-term debt was $3,162.7 million, excluding $2.9 million in unamortized premium and $3.9 million in unamortized discount.

5. Income Taxes

The Company's effective income tax rate was 37.9% and 54.6% for the three months ended September 30, 2014 and 2013, respectively, and 37.2% and 35.5% for the nine months ended September 30, 2014 and 2013, respectively. 

For the three months ended September 30, 2014 and 2013, the Company's effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes. The decrease in the 2014 effective tax rate was primarily attributable to a lower rate impact of state tax credits due to the increase in income before income taxes in 2014 and the benefit recorded to reflect a reduction in the Company’s expected annual effective tax rate relative to a small pre-tax loss for the three months ended September 30, 2013.

For the nine months ended September 30, 2014 and 2013, the Company's effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes. The increase in the 2014 effective income tax rate was primarily attributable to a lower rate impact of state tax credits due to the increase in income before income taxes.

In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service (the “IRS”). In general, the Company is no longer subject to audit by the IRS for tax years through 2010 and state, local or foreign taxing authorities for tax years through 2008. Various other

14

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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.

6.    Shareholders' Equity

The Company declared and paid cash dividends per common share during the periods presented as follows:

(in millions, except per share amounts)	Dividends Per Share		Amount
2014:
First Quarter	$	0.0425	$	7.3
Second Quarter	$	0.0425	$	7.3
Third Quarter	$	0.0425	$	7.3
2013:
First Quarter	$	—	$	—
Second Quarter	$	—	$	—
Third Quarter	$	—	$	—
Fourth Quarter	$	0.0425	$	7.3

See Note 13 for a discussion of the dividend declared during the fourth quarter of 2014. Future dividends will be subject to the approval of the Company's Board of Directors and will depend upon the Company’s results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness the Company may incur, restrictions imposed by applicable law, tax considerations and other factors that the Company’s Board of Directors deems relevant. In addition, the Company’s ability to pay dividends on its common stock will be limited by restrictions on the ability of subsidiaries to pay dividends or make distributions to the Company, in each case, under the terms of certain current and future agreements governing the Company’s indebtedness.

On January 1, 2014, the first offering period under the Company's Coworker Stock Purchase Plan (the “CSPP”) commenced. The CSPP provides the opportunity for eligible coworkers to acquire shares of the Company's common stock at a 5% discount from the closing market price on the final day of the offering period. There is no compensation expense associated with the CSPP.

On July 2, 2013, the Company completed an IPO of 23,250,000 shares of common stock. On July 31, 2013, the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-1, which was declared effective by the SEC on June 26, 2013. The shares of common stock are listed on the NASDAQ Global Select Market under the symbol “CDW.” The Company's shares of common stock were sold to the underwriters at a price of $17.00 per share in the IPO and upon the exercise of the overallotment option, which together generated aggregate net proceeds of $424.7 million to the Company after deducting underwriting discounts, expenses and transaction costs.

The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares.

Secondary Offering Shares	Completion Date of Secondary Offering	Overallotment Shares (1)	Completion Date of Overallotment Shares	Secondary Offering Expenses (in millions)
15,000,000	11/19/2013	2,250,000	12/18/2013	$	0.6
10,000,000	3/12/2014	1,500,000	3/12/2014	$	0.4
15,000,000	5/28/2014	2,250,000	6/4/2014	$	0.5
15,000,000	9/8/2014 (2)	—	—	$	0.3

15

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted.

(2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering.

The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within selling and administrative expenses in the consolidated statements of operations during three and nine months ended September 30, 2014 and 2013, respectively.

(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Acceleration charge for certain equity awards and related employer payroll taxes	$	—	$	40.7	$	—	$	40.7
RDU Plan cash retention pool accrual	—		7.5		—		7.5
Management services agreement termination fee	—		24.4		—		24.4
Other expenses (1)	0.3		1.5		1.2		1.7
IPO- and secondary-offering-related expenses	$	0.3	$	74.1	$	1.2	$	74.3

(1) Other expenses include secondary-offering expenses of $0.3 million and $1.2 million for the three and nine months ended September 30, 2014, respectively. There were no secondary-offering expenses recognized during the three and nine months ended September 30, 2013.

In June 2013, the Company’s Board of Directors and the Company's sole shareholder at that time, CDW Holdings, approved the reclassification of the Company’s Class A common shares and Class B common shares into a single class of common shares and a 143.0299613-for-1 stock split, effective immediately. The par value of the common shares was maintained at $0.01 per share. All references to common shares and per share amounts in the accompanying consolidated financial statements have been adjusted to reflect the reclassification and stock split on a retroactive basis.

7. Equity-Based Compensation

The Company recognized $3.9 million and $40.3 million in equity-based compensation expense for the three months ended September 30, 2014 and 2013, respectively, and $11.5 million and $44.3 million in equity-based compensation expense for the nine months ended September 30, 2014 and 2013, respectively. Equity-based compensation expense for the three and nine months ended September 30, 2013 included incremental expense of $36.7 million related to the acceleration of the expense recognition for the MPK Coworker Incentive Plan II (the "MPK Plan") units in conjunction with the Company's IPO.

The following table sets forth a summary of the Company's stock option activity for the nine months ended September 30, 2014:

Options	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2014	1,280,255		$	17.00
Granted	1,244,386		$	24.39
Forfeited/Expired	(9,264	)	$	24.29
Exercised	(63,432	)	$	17.00		$	0.8
Outstanding at September 30, 2014	2,451,945		$	20.72	8.6	$	25.3
Vested at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Exercisable at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Expected to vest at September 30, 2014	1,874,216		$	21.75	8.8	$	17.4

16

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During the nine months ended September 30, 2014, the Company granted 1,244,386 stock options under the 2013 Long-Term Incentive Plan (the "2013 LTIP"). These options vest annually over three years. The Company has elected to use the Black-Scholes option pricing model to estimate the fair value of stock options granted. The Black-Scholes option pricing model incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The assumptions used to value the stock options granted during the nine months ended September 30, 2014 are presented below.

Assumptions	Nine Months Ended September 30, 2014
Weighted-average grant date fair value	$	7.23
Weighted-average volatility (1)	30.00		%
Weighted-average risk-free rate (2)	1.77		%
Dividend yield	0.70		%
Expected term (in years) (3)	6.0

(1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage.

(2) Based on a composite U.S. Treasury rate.

(3) The expected term is calculated using the simplified method. The simplified method defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term.

The following table sets forth a summary of the Company's restricted stock unit activity for the nine months ended September 30, 2014:

	Number of Units		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014	1,351,572		$	17.04
Granted	25,844		24.29
Vested/Settled	(1,528	)	17.00
Forfeited	(101,069	)	17.00
Nonvested at September 30, 2014	1,274,819		$	17.18

In connection with the Company's 2013 IPO discussed in Note 6, CDW Holdings distributed all of its shares of the Company's common stock to its existing members in accordance with the members' respective membership interests and was subsequently dissolved in August 2013. Common stock received by holders of B Units in connection with the distribution is subject to any vesting provisions previously applicable to the holder's B Units. At the time of the IPO, B Unit holders received 3,798,508 shares of restricted stock with respect to B Units that had not yet vested at the time of the distribution. For the nine months ended September 30, 2014, 1,737,866 shares of such restricted stock vested/settled and 7,122 shares were forfeited. As of September 30, 2014, 847,045 shares of restricted stock were outstanding.

17

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

During the nine months ended September 30, 2014, the Company granted 416,590 performance share units (the "PSUs") under the 2013 LTIP. The percentage of shares that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company's performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period. The weighted-average grant-date fair value of the PSUs granted during the period was $24.39 per unit. During the nine months ended September 30, 2014, 3,100 PSUs were forfeited at a weighted-average grant-date fair value of $24.29. As of September 30, 2014, 413,490 PSUs were outstanding.

As of September 30, 2014, the Company estimated there was $30.3 million of total unrecognized compensation expense to be recognized over the next 2.5 years.

8. Earnings per Share

The numerator for both basic and diluted earnings per share is net income. The denominator for basic earnings per share is the weighted average number of common shares outstanding during the period. The dilutive effect of outstanding restricted stock, restricted stock units, stock options, Coworker Stock Purchase Plan units and MPK Plan units is reflected in the denominator for diluted earnings per share using the treasury stock method.

The following is a reconciliation of basic shares to diluted shares:

	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2014	2013	2014	2013
Weighted-average shares - basic	170.9	166.8	170.2	152.5
Effect of dilutive securities	2.1	—	2.5	1.8
Weighted-average shares - diluted	173.0	166.8	172.7	154.3

There was an insignificant amount of potential common shares excluded from diluted earnings per share for the three and nine month periods ended September 30, 2014, as their inclusion would have had an anti-dilutive effect. There were 6.3 million and 0.1 million potential common shares excluded from diluted earnings per share for the three and nine month periods ended September 30, 2013, as their inclusion would have had an anti-dilutive effect.

9. Deferred Compensation Plan

On March 10, 2010, in connection with the Company’s purchase of $28.5 million principal amount of its outstanding senior subordinated debt, the Company established the Restricted Debt Unit Plan (the “RDU Plan”), an unfunded nonqualified deferred compensation plan. The total number of RDUs that can be granted under the RDU Plan is 28,500. As of September 30, 2014, 28,500 RDUs were outstanding. RDUs that are outstanding vest daily on a pro rata basis over the three-year period from January 1, 2012 (or, if later, the date of hire or the date of a subsequent RDU grant) through December 31, 2014. Participants have no rights to the underlying debt.

The total amount of compensation available to be paid under the RDU Plan was initially to be based on two components, a principal component and an interest component. The principal component credits the RDU Plan with a notional amount equal to the $28.5 million face value of the Senior Subordinated Notes (the "Debt Pool"), together with certain redemption premium equivalents as noted below. The interest component credits the RDU Plan with amounts equal to the interest that would have been earned on the Debt Pool from March 10, 2010 through maturity on October 12, 2017, except as discussed below. Interest amounts for 2010 and 2011 were deferred until 2012, and thereafter, interest amounts were paid to participants semi-annually on the interest payment due dates.

The Company used a portion of the IPO proceeds together with incremental borrowings to redeem $324.0 million of the total Senior Subordinated Notes outstanding on August 1, 2013. In connection with the IPO and the partial redemption of the Senior Subordinated Notes, the Company amended the RDU Plan to increase the retentive value of the plan. In accordance with the original terms of the RDU Plan, the principal component of the RDUs converted to a cash-denominated pool upon the redemption of the Senior Subordinated Notes. In addition, the Company added $0.1 million and $1.4 million to the principal component in the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively, as redemption premium equivalents in accordance with the terms of the RDU plan.

18

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Under the terms of the amended RDU Plan, upon the partial redemption of outstanding Senior Subordinated Notes, the RDUs ceased to accrue the proportionate related interest component credits. The amended RDU Plan provides participants the opportunity to share on a pro rata basis in cash retention pools payable to participants who satisfy certain retention requirements. The aggregate amount of the retention pools was determined to be $15.0 million based upon the amount of interest component credits that would have been allocated to the RDU Plan if the Senior Subordinated Notes had remained outstanding from August 1, 2013 through maturity. The Company recorded a pre-tax charge of $7.5 million in the year ended December 31, 2013 for payment of the first cash retention pool. The second cash retention pool payment is expected to be made to participants who remain employed through December 31, 2015 in the first quarter of 2016. Participants continued to accrue an interest component credit for the proportionate amount of Senior Subordinated Notes still outstanding, payable on the aforementioned semi-annual due dates; such payments, however, will be deducted from the second retention pool payment amount of $7.5 million.

Unrecognized compensation expense as of September 30, 2014 of approximately $2 million is expected to be recognized through 2014 and approximately $7 million in 2015 through 2017. 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 $2.2 million and $10.4 million related to the RDU Plan was recognized for the three months ended September 30, 2014 and 2013, respectively, and $6.6 million and $14.7 million for the nine months ended September 30, 2014 and 2013, respectively. At September 30, 2014 and December 31, 2013, the Company had $28.2 million and $21.8 million of liabilities related to the RDU Plan recorded on the consolidated balance sheets, respectively.

Payment of the principal component of the RDU Plan is expected to be made on October 12, 2017, unless accelerated due to a sale of the Company.

10.    Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state and local authorities, by various partners and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the 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.

As of September 30, 2014, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

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 private sector business customers, and Public, which is comprised of government agencies 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

19

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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. Depreciation expense is included in Headquarters as it is not allocated among segments or used in measuring segment performance.

The Company allocates resources to and evaluates performance of its segments based on net sales, income (loss) from operations and Adjusted EBITDA, a non-GAAP measure as defined in the Company's credit agreements. However, the Company has concluded that income (loss) from operations is the more useful measure in terms of discussion of operating results, as it is a GAAP measure.

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 nine months ended September 30, 2014 and 2013:

(in millions)	Corporate			Public			Other			Headquarters			Total
Three Months Ended September 30, 2014:
Net sales	$	1,622.7		$	1,468.8		$	174.6		$	—		$	3,266.1
Income (loss) from operations	103.2			101.3			8.5			(28.3		)	184.7
Depreciation and amortization expense	(24.1		)	(10.9		)	(2.2		)	(14.6		)	(51.8		)
Three Months Ended September 30, 2013:
Net sales	$	1,465.8		$	1,244.6		$	153.9		$	—		$	2,864.3
Income (loss) from operations	63.2			71.1			3.7			(45.1		)	92.9
Depreciation and amortization expense	(24.3		)	(11.0		)	(2.1		)	(14.6		)	(52.0		)

(in millions)	Corporate			Public			Other			Headquarters			Total
Nine Months Ended September 30, 2014:
Net Sales	$	4,784.5		$	3,710.3		$	529.6		$	—		$	9,024.4
Income (loss) from operations	323.9			244.1			22.7			(82.0		)	508.7
Depreciation and amortization expense	(72.3		)	(32.8		)	(6.5		)	(44.3		)	(155.9		)
Nine Months Ended September 30, 2013:
Net sales	$	4,407.1		$	3,174.0		$	474.2		$	—		$	8,055.3
Income (loss) from operations	260.5			185.8			18.6			(98.3		)	366.6
Depreciation and amortization expense	(73.1		)	(33.1		)	(6.6		)	(43.5		)	(156.3		)

20

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

12. Supplemental Guarantor Information

The 2019 Senior Notes and the 2022 Senior Notes are, and, prior to being redeemed in full, the Senior Subordinated Notes and the Senior Secured Notes were guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”). All guarantees by Parent and Guarantor Subsidiaries are and were joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries (i) are subject to certain customary release provisions contained in the indentures governing the 2019 Senior Notes and the 2022 Senior Notes and (ii) were subject to certain customary release provisions contained in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes until such indentures were satisfied and discharged in 2014. 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 100% owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is 100% owned by CDW LLC.

On May 9, 2014, all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes was redeemed in full and the indenture governing the Senior Subordinated Notes was satisfied and discharged. See Note 4 for more information.

On August 5, 2014, CDW LLC and CDW Finance Corporation completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes, which are guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand, were used to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes and to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes. The indenture governing the Senior Secured Notes was concurrently satisfied and discharged. See Note 4 for more information.

The following tables set forth condensed consolidating balance sheets as of September 30, 2014 and December 31, 2013, consolidating statements of operations for the three and nine months ended September 30, 2014 and 2013, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, and condensed consolidating statements of cash flows for the nine months ended September 30, 2014 and 2013, 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.

21

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheet
September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	340.0	$	—	$	30.5	$	—	$	(12.7	)	$	357.8
Accounts receivable, net	—		—		1,410.1		63.1		—		—			1,473.2
Merchandise inventory	—		—		419.7		3.8		—		—			423.5
Miscellaneous receivables	—		58.8		110.8		5.8		—		—			175.4
Prepaid expenses and other	—		16.5		67.5		3.3		—		(1.0		)	86.3
Total current assets	—		415.3		2,008.1		106.5		—		(13.7		)	2,516.2
Property and equipment, net	—		74.3		56.1		1.3		—		—			131.7
Goodwill	—		751.9		1,439.0		27.7		—		—			2,218.6
Other intangible assets, net	—		322.8		878.5		5.7		—		—			1,207.0
Deferred financing costs, net	—		31.8		—		—		—		—			31.8
Other assets	4.4		2.1		—		1.4		—		(5.8		)	2.1
Investment in and advances to subsidiaries	889.6		2,826.3		—		—		—		(3,715.9		)	—
Total assets	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable—trade	$	—	$	18.6	$	748.5	$	23.5	$	—	$	(12.7	)	$	777.9
Accounts payable—inventory financing	—		—		299.7		—		—		—			299.7
Current maturities of long-term debt	—		15.4		—		—		—		—			15.4
Deferred revenue	—		—		99.2		3.1		—		—			102.3
Accrued expenses	—		160.0		165.6		7.7		—		(1.0		)	332.3
Total current liabilities	—		194.0		1,313.0		34.3		—		(13.7		)	1,527.6
Long-term liabilities:
Debt	—		3,146.3		—		—		—		—			3,146.3
Deferred income taxes	—		153.9		344.4		1.5		—		(4.4		)	495.4
Other liabilities	—		40.7		3.6		1.2		—		(1.4		)	44.1
Total long-term liabilities	—		3,340.9		348.0		2.7		—		(5.8		)	3,685.8
Total shareholders’ equity	894.0		889.6		2,720.7		105.6		—		(3,715.9		)	894.0
Total liabilities and shareholders’ equity	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4

22

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheet
December 31, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	196.5	$	—	$	14.0	$	—	$	(22.4	)	$	188.1
Accounts receivable, net	—		—		1,375.9		75.1		—		—			1,451.0
Merchandise inventory	—		—		378.9		3.1		—		—			382.0
Miscellaneous receivables	—		49.9		91.0		5.4		—		—			146.3
Prepaid expenses and other	—		10.7		33.4		5.1		—		(3.1		)	46.1
Total current assets	—		257.1		1,879.2		102.7		—		(25.5		)	2,213.5
Property and equipment, net	—		69.7		59.6		1.8		—		—			131.1
Goodwill	—		751.9		1,439.0		29.4		—		—			2,220.3
Other intangible assets, net	—		338.5		982.8		6.7		—		—			1,328.0
Deferred financing costs, net	—		30.1		—		—		—		—			30.1
Other assets	4.9		1.4		0.1		0.9		—		(5.7		)	1.6
Investment in and advances to subsidiaries	706.8		2,909.4		—		—		—		(3,616.2		)	—
Total assets	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable-trade	$	—	$	21.4	$	637.3	$	26.5	$	—	$	(22.4	)	$	662.8
Accounts payable-inventory financing	—		—		256.6		—		—		—			256.6
Current maturities of long-term debt	—		45.4		—		—		—		—			45.4
Deferred revenue	—		—		89.9		4.9		—		—			94.8
Accrued expenses	—		163.5		175.1		7.5		—		(3.1		)	343.0
Total current liabilities	—		230.3		1,158.9		38.9		—		(25.5		)	1,402.6
Long-term liabilities:
Debt	—		3,205.8		—		—		—		—			3,205.8
Deferred income taxes	—		178.3		388.4		1.6		—		(4.8		)	563.5
Other liabilities	—		36.9		3.6		1.4		—		(0.9		)	41.0
Total long-term liabilities	—		3,421.0		392.0		3.0		—		(5.7		)	3,810.3
Total shareholders’ equity	711.7		706.8		2,809.8		99.6		—		(3,616.2		)	711.7
Total liabilities and shareholders' equity	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6

23

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Consolidating Statement of Operations
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	3,140.6		$	125.5		$	—	$	—		$	3,266.1
Cost of sales	—		—			2,648.8			110.0			—		—			2,758.8
Gross profit	—		—			491.8			15.5			—		—			507.3
Selling and administrative expenses	—		28.3			248.7			8.4			—		—			285.4
Advertising expense	—		—			36.4			0.8			—		—			37.2
(Loss) income from operations	—		(28.3		)	206.7			6.3			—		—			184.7
Interest (expense) income, net	—		(50.2		)	0.1			—			—		—			(50.1		)
Net loss on extinguishments of long-term debt	—		(45.8		)	—			—			—		—			(45.8		)
Management fee	—		0.9			—			(0.9		)	—		—			—
Other income (expense), net	—		—			0.6			0.1			—		—			0.7
(Loss) income before income taxes	—		(123.4		)	207.4			5.5			—		—			89.5
Income tax benefit (expense)	—		46.0			(78.4		)	(1.5		)	—		—			(33.9		)
(Loss) income before equity in earnings of subsidiaries	—		(77.4		)	129.0			4.0			—		—			55.6
Equity in earnings of subsidiaries	55.6		133.0			—			—			—		(188.6		)	—
Net income	$	55.6	$	55.6		$	129.0		$	4.0		$	—	$	(188.6	)	$	55.6

24

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Consolidating Statement of Operations
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	2,753.4		$	110.9		$	—	$	—		$	2,864.3
Cost of sales	—			—			2,309.0			96.9			—		—			2,405.9
Gross profit	—			—			444.4			14.0			—		—			458.4
Selling and administrative expenses	24.4			20.6			278.6			8.8			—		—			332.4
Advertising expense	—			—			31.9			1.2			—		—			33.1
(Loss) income from operations	(24.4		)	(20.6		)	133.9			4.0			—		—			92.9
Interest (expense) income, net	—			(56.4		)	0.2			—			—		—			(56.2		)
Net loss on extinguishments of long-term debt	—			(41.3		)	—			—			—		—			(41.3		)
Management fee	—			1.0			—			(1.0		)	—		—			—
Other (expense) income, net	—			(0.4		)	0.2			—			—		—			(0.2		)
(Loss) income before income taxes	(24.4		)	(117.7		)	134.3			3.0			—		—			(4.8		)
Income tax benefit (expense)	9.2			43.6			(49.4		)	(0.8		)	—		—			2.6
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(74.1		)	84.9			2.2			—		—			(2.2		)
Equity in earnings of subsidiaries	13.0			87.1			—			—			—		(100.1		)	—
Net income	$	(2.2	)	$	13.0		$	84.9		$	2.2		$	—	$	(100.1	)	$	(2.2	)

25

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Consolidating Statement of Operations
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	8,631.7		$	392.7		$	—	$	—		$	9,024.4
Cost of sales	—		—			7,248.7			346.3			—		—			7,595.0
Gross profit	—		—			1,383.0			46.4			—		—			1,429.4
Selling and administrative expenses	—		82.0			712.3			25.9			—		—			820.2
Advertising expense	—		—			97.8			2.7			—		—			100.5
(Loss) income from operations	—		(82.0		)	572.9			17.8			—		—			508.7
Interest (expense) income, net	—		(149.0		)	0.1			0.2			—		—			(148.7		)
Net loss on extinguishments of long-term debt	—		(53.8		)	—			—			—		—			(53.8		)
Management fee	—		2.9			—			(2.9		)	—		—			—
Other income (expense), net	—		0.1			1.4			(0.1		)	—		—			1.4
(Loss) income before income taxes	—		(281.8		)	574.4			15.0			—		—			307.6
Income tax benefit (expense)	—		105.1			(215.6		)	(4.0		)	—		—			(114.5		)
(Loss) income before equity in earnings of subsidiaries	—		(176.7		)	358.8			11.0			—		—			193.1
Equity in earnings of subsidiaries	193.1		369.8			—			—			—		(562.9		)	—
Net income	$	193.1	$	193.1		$	358.8		$	11.0		$	—	$	(562.9	)	$	193.1

26

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Consolidating Statement of Operations
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	7,705.2		$	350.1		$	—	$	—		$	8,055.3
Cost of sales	—			—			6,436.5			306.8			—		—			6,743.3
Gross profit	—			—			1,268.7			43.3			—		—			1,312.0
Selling and administrative expenses	24.4			73.9			725.4			26.6			—		—			850.3
Advertising expense	—			—			92.0			3.1			—		—			95.1
(Loss) income from operations	(24.4		)	(73.9		)	451.3			13.6			—		—			366.6
Interest (expense) income, net	—			(199.0		)	0.2			0.2			—		—			(198.6		)
Net loss on extinguishments of long-term debt	—			(55.5		)	—			—			—		—			(55.5		)
Management fee	—			3.4			—			(3.4		)	—		—			—
Other (expense) income, net	—			(0.5		)	0.6			0.3			—		—			0.4
(Loss) income before income taxes	(24.4		)	(325.5		)	452.1			10.7			—		—			112.9
Income tax benefit (expense)	9.2			121.0			(167.8		)	(2.5		)	—		—			(40.1		)
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(204.5		)	284.3			8.2			—		—			72.8
Equity in earnings of subsidiaries	88.0			292.5			—			—			—		(380.5		)	—
Net income	$	72.8		$	88.0		$	284.3		$	8.2		$	—	$	(380.5	)	$	72.8

27

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	50.4	$	50.4	$	129.0	$	(1.2	)	$	—	$	(178.2	)	$	50.4

28

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	(0.2	)	$	15.0	$	84.9	$	4.2	$	—	$	(104.1	)	$	(0.2	)

29

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	187.7	$	187.7	$	358.8	$	5.6	$	—	$	(552.1	)	$	187.7

30

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	69.1	$	84.2	$	284.3	$	4.5	$	—	$	(373.0	)	$	69.1

31

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(127.2	)	$	450.9		$	17.1		$	—	$	9.7		$	350.5
Cash flows from investing activities:
Capital expenditures	—			(29.9		)	(4.5		)	—			—		—			(34.4		)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	—			(20.9		)	—			—			—		—			(20.9		)
Premium payments on interest rate cap agreements	—			(0.7		)	—			—			—		—			(0.7		)
Net cash used in investing activities	—			(51.5		)	(4.5		)	—			—		—			(56.0		)
Cash flows from financing activities:
Repayments of long-term debt	—			(11.6		)	—			—			—		—			(11.6		)
Proceeds from the issuance of long-term debt	—			600.0			—			—			—		—			600.0
Payments to extinguish long-term debt	—			(723.9		)	—			—			—		—			(723.9		)
Payments of debt financing costs	—			(14.4		)	—			—			—		—			(14.4		)
Net change in accounts payable-inventory financing	—			—			43.1			—			—		—			43.1
Proceeds from stock option exercises	—			1.1			—			—			—		—			1.1
Proceeds from Coworker Stock Purchase Plan	—			3.7			—			—			—		—			3.7
Dividends paid	(21.9		)	—			—			—			—		—			(21.9		)
Excess tax benefits from equity-based compensation	—			0.2			—			—			—		—			0.2
Advances from (to) affiliates	21.9			467.1			(489.5		)	0.5			—		—			—
Net cash provided by (used in) financing activities	—			322.2			(446.4		)	0.5			—		—			(123.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.1		)	—		—			(1.1		)
Net increase in cash and cash equivalents	—			143.5			—			16.5			—		9.7			169.7
Cash and cash equivalents—beginning of period	—			196.5			—			14.0			—		(22.4		)	188.1
Cash and cash equivalents—end of period	$	—		$	340.0		$	—		$	30.5		$	—	$	(12.7	)	$	357.8

32

CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(15.2	)	$	(71.5	)	$	425.5		$	19.0		$	—	$	13.0		$	370.8
Cash flows from investing activities:
Capital expenditures	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Net cash used in investing activities	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—			63.0			—			—			—		—			63.0
Repayments of borrowings under revolving credit facility	—			(63.0		)	—			—			—		—			(63.0		)
Repayments of long-term debt	—			(47.2		)	—			—			—		—			(47.2		)
Proceeds from issuance of long-term debt	—			1,535.2			—			—			—		—			1,535.2
Payments to extinguish long-term debt	—			(1,885.9		)	—			—			—		—			(1,885.9		)
Net change in accounts payable - inventory financing	—			—			(24.0		)	—			—		—			(24.0		)
Prepayment of Incentive compensation plan withholding taxes	—			(4.0		)	(19.6		)	(0.5		)	—		—			(24.1		)
Net proceeds from issuance of common shares	424.7			—			—			—			—		—			424.7
Advances from (to) affiliates	(409.5		)	788.1			(378.7		)	0.1			—		—			—
Other financing activities	—			(6.1		)	—			—			—		—			(6.1		)
Net cash provided by (used in) financing activities	15.2			380.1			(422.3		)	(0.4		)	—		—			(27.4		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.6		)	—		—			(0.6		)
Net increase in cash and cash equivalents	—			281.4			—			17.9			—		13.0			312.3
Cash and cash equivalents—beginning of period	—			48.0			—			9.8			—		(19.9		)	37.9
Cash and cash equivalents—end of period	$	—		$	329.4		$	—		$	27.7		$	—	$	(6.9	)	$	350.2

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CDW CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

13. Subsequent Events

During the fourth quarter of 2014, the Company entered into interest rate cap agreements with a combined notional amount of $300.0 million. Under the agreements, the Company made premium payments totaling $0.6 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which three-month LIBOR exceeds 2.0% during the agreement period. The interest rate cap agreements are effective from January 14, 2015 through January 14, 2017.

On November 6, 2014, the Company announced that its Board of Directors approved an increase in its quarterly cash dividend and declared a quarterly cash dividend on the Company's common stock of $0.0675 per share. The dividend will be paid on December 10, 2014 to all stockholders of record as of the close of business on November 25, 2014. Future dividends will be subject to the approval of the Company's Board of Directors.

On November 6, 2014, the Company announced that its Board of Directors approved a new $500 million share repurchase program effective immediately under which the Company may repurchase shares of its common stock in the open market or through privately negotiated transactions, depending on share price, market conditions and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice. As of the date of this filing, no shares have been repurchased under the share repurchase program.

On November 10, 2014, the Company completed its acquisition of a 35% noncontrolling equity interest in Kelway, a UK-based IT solutions provider, which has global supply chain relationships that enable it to conduct business in more than 100 countries. The investment in Kelway will be accounted for as an equity method investment and will enhance the Company's ability to provide IT solutions to U.S. based multi-national customers.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “us,” “the Company,” “our,” “CDW” and similar terms refer to CDW Corporation and its subsidiaries. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited interim consolidated financial statements and the related notes included elsewhere in this report and with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” at the end of this discussion.

Overview

CDW is a Fortune 500 company and a leading provider of integrated information technology (“IT”) solutions in the U.S. and Canada. We help our customer base of approximately 250,000 small, medium and large business, government, education and healthcare customers by delivering critical solutions to their increasingly complex IT needs. Our broad array of offerings ranges from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration. We are technology "agnostic," with a product portfolio that includes more than 100,000 products from more than 1,000 brands. We provide our products and solutions through sales force and service delivery teams consisting of more than 4,600 coworkers, including more than 1,800 field sellers, highly-skilled technology specialists and advanced service delivery engineers.

We are a leading U.S. sales channel partner for many original equipment manufacturers (“OEMs”) and software publishers (collectively, our “vendor partners”), whose products we sell or include in the solutions we offer. We believe we are an important extension of our vendor partners' sales and marketing capabilities, providing them with a cost-effective way to reach customers and deliver a consistent brand experience through our established end-market coverage and extensive customer access.

We have two reportable segments: Corporate, which is comprised primarily of private sector business customers, and Public, which is comprised of government agencies and education and healthcare institutions. Our Corporate segment is divided into a medium/large business customer channel, primarily serving customers with more than 100 employees, and a small business customer channel, primarily serving customers with up to 100 employees. We also have 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 CDW Advanced Services business consists primarily of customized engineering services delivered by technology specialists and engineers, and managed services that include Infrastructure as a Service (“IaaS”) offerings. Revenues from the sale of hardware, software, custom configuration and third-party provided services are recorded within our Corporate and Public segments.

We may sell all or only select products that our vendor partners offer. Each vendor partner agreement provides for specific terms and conditions, which may include one or more of the following: product return privileges, price protection policies, purchase discounts and vendor incentive programs, such as purchase or sales rebates and cooperative advertising reimbursements. We also resell software for major software publishers. Our agreements with software publishers allow the end-user customer to acquire software or licensed products and services. In addition to helping our customers determine the best software solutions for their needs, we help them manage their software agreements, including warranties and renewals. A significant portion of our advertising and marketing expenses is reimbursed through cooperative advertising reimbursement programs with our vendor partners. These programs are at the discretion of our vendor partners and are typically tied to sales or purchasing volumes or other commitments to be met by us within a specified period of time.

Trends and key factors affecting our financial performance

We believe the following trends may have an important impact on our financial performance:

• Our Public segment sales are impacted by government spending policies, budget priorities and revenue levels. An adverse change in any of these factors could cause our Public segment customers to reduce their purchases or to terminate or not renew contracts with us, which could adversely affect our business, results of operations or cash flows. Although our sales to the federal government are diversified across multiple agencies and departments, they collectively accounted for approximately 7%, 10% and 10% of our net sales for the years ended December 31, 2013, 2012 and 2011, respectively. In 2013, and through the second quarter of 2014, Public segment results were impacted by the combined and residual negative effects of sequestration, the partial shutdown of the federal government and federal government budget uncertainty. However, with the finalization of federal budget allocations in early 2014 we

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began to see improvement in federal sales in the second quarter of 2014 and saw continued momentum through the third quarter of 2014 in conjunction with the federal fiscal year-end.

• An important factor affecting our ability to generate sales and achieve our targeted operating results is the impact of general economic conditions on our customers’ willingness to spend on information technology. While macroeconomic uncertainty drove a cautious approach to customer spending in the early part of 2013, uncertainty began to dissipate in the back half of 2013 and continued to dissipate through the first nine months of 2014. We will continue to closely monitor macroeconomic conditions during the remainder of 2014 and into 2015. Uncertainties related to potential reductions in government spending, requirements associated with implementation of the Affordable Care Act, potential changes in tax and regulatory policy, weakening consumer and business confidence or increased unemployment could result in reduced or deferred spending on information technology products and services by our customers and result in increased competitive pricing pressures.

• We believe that our customers’ transition to more complex technology solutions will continue to be an important growth area for us in the future. However, because the market for technology products and services is highly competitive, our success at capitalizing on this transition will be based on our ability to tailor specific solutions to customer needs, the quality and breadth of our product and service offerings, the knowledge and expertise of our sales force, price, product availability and speed of delivery.

On July 2, 2013, we completed an initial public offering (the "IPO") of 23,250,000 shares of common stock. On July 31, 2013, we completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO. The consolidated statements of operations for the three and nine months ended September 30, 2013 included pre-tax IPO-related expenses of $74.1 million and $74.3 million, respectively. See Note 6 of the accompanying unaudited interim consolidated financial statements for additional discussion of our IPO.

Key business metrics

Our management monitors a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include average daily sales, gross margin, operating margin, net income, Non-GAAP net income, net income per common share, Non-GAAP net income per diluted share, EBITDA and Adjusted EBITDA, free cash flow, return on invested capital, cash and cash equivalents, net working capital, cash conversion cycle (defined to be days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average), debt levels including available credit and leverage ratios, sales per coworker and coworker turnover. These measures and ratios are compared to standards or objectives set by management, so that actions can be taken, as necessary, in order to achieve the standards and objectives. Non-GAAP net income and Adjusted EBITDA are non-GAAP financial measures. We believe these measures provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements. See "Results of Operations" for the definitions of Non-GAAP net income and Adjusted EBITDA and reconciliations to net income.

The results of certain of our key business metrics are as follows:

(dollars in millions)	Three Months Ended September 30,
	2014		2013
Net sales	$	3,266.1	$	2,864.3
Gross profit	507.3		458.4
Income from operations	184.7		92.9
Net income (loss)	55.6		(2.2		)
Non-GAAP net income	110.7		85.2
Adjusted EBITDA	242.6		216.1
Average daily sales	51.0		44.8
Net debt (defined as total debt minus cash and cash equivalents)	2,803.9		3,059.9
Cash conversion cycle (in days) (1)	20		20

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(1) Cash conversion cycle is defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average. The prior period has been revised to conform to the current definition.

Results of Operations

Three Months Ended September 30, 2014 Compared to Three Months Ended September 30, 2013

The following table presents our results of operations, in dollars and as a percentage of net sales, for the three months ended September 30, 2014 and 2013:

	Three Months Ended September 30, 2014					Three Months Ended September 30, 2013
	Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales
Net sales	$	3,266.1		100.0	%	$	2,864.3		100.0	%
Cost of sales	2,758.8			84.5		2,405.9			84.0
Gross profit	507.3			15.5		458.4			16.0
Selling and administrative expenses	285.4			8.7		332.4			11.6
Advertising expense	37.2			1.1		33.1			1.2
Income from operations	184.7			5.7		92.9			3.2
Interest expense, net	(50.1		)	(1.5	)	(56.2		)	(2.0	)
Net loss on extinguishments of long-term debt	(45.8		)	(1.4	)	(41.3		)	(1.4	)
Other income (expense), net	0.7			—		(0.2		)	—
Income (loss) before income taxes	89.5			2.8		(4.8		)	(0.2	)
Income tax (expense) benefit	(33.9		)	(1.0	)	2.6			0.1
Net income (loss)	$	55.6		1.8	%	$	(2.2	)	(0.1	)%

Net sales

The following table presents our net sales by segment, in dollars and as a percentage of total net sales, and the year-over-year dollar and percentage change in net sales for the three months ended September 30, 2014 and 2013:

	Three Months Ended September 30,
	2014				2013
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change (1)
Corporate	$	1,622.7	49.7	%	$	1,465.8	51.2	%	$	156.9	10.7	%
Public	1,468.8		45.0		1,244.6		43.5		224.2		18.0
Other	174.6		5.3		153.9		5.3		20.7		13.5
Total net sales	$	3,266.1	100	%	$	2,864.3	100.0	%	$	401.8	14.0	%

(1)     There were 64 selling days for both the three months ended September 30, 2014 and 2013.

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The following table presents our net sales by customer channel for our Corporate and Public segments and the year-over-year dollar and percentage change in net sales for the three months ended September 30, 2014 and 2013. Net sales of $37.9 million for the three months ended September 30, 2013 have been reclassified from the small business customer channel to the medium/large customer channel to conform to the current period presentation.

(dollars in millions)	Three Months Ended September 30,				Dollar Change		Percent Change
	2014		2013
Corporate:
Medium / Large	$	1,374.8	$	1,241.3	$	133.5	10.8	%
Small Business	247.9		224.5		23.4		10.4
Total Corporate	$	1,622.7	$	1,465.8	$	156.9	10.7	%
Public:
Government	$	441.3	$	375.3	$	66.0	17.6	%
Education	632.8		513.4		119.4		23.2
Healthcare	394.7		355.9		38.8		10.9
Total Public	$	1,468.8	$	1,244.6	$	224.2	18.0	%

Total net sales for the three months ended September 30, 2014 increased $401.8 million, or 14.0%, to $3,266.1 million, compared to $2,864.3 million for the three months ended September 30, 2013. There were 64 selling days for both the three months ended September 30, 2014 and 2013. The increase in total net sales was primarily the result of growth in transactional products driven by notebooks/mobile devices as customers across all channels continued to refresh their client devices and K-12 customers continued to prepare for digital testing requirements. Accelerated growth in solutions-focused products, including netcomm and software, also contributed to the increase in net sales during the quarter.

Corporate segment net sales for the three months ended September 30, 2014 increased $156.9 million, or 10.7%, compared to the three months ended September 30, 2013, driven by balanced sales growth in both customer channels. Within our Corporate segment, net sales to medium/large customers increased $133.5 million, or 10.8%, between periods due to customers refreshing their client devices and making continued investments in technology infrastructure, a continued focus on seller productivity and additional customer-facing coworkers. This increase was driven by growth in notebooks/mobile devices, netcomm products and software. Net sales to small business customers increased by $23.4 million, or 10.4%, between periods, driven by growth in notebooks/mobile devices and software.

Public segment net sales for the three months ended September 30, 2014 increased $224.2 million, or 18.0%, between periods, driven by strong performance across all customer channels. Net sales to government customers increased $66.0 million, or 17.6%, between periods, driven by growth in sales to both federal and state/local government customers. Sales to federal customers increased year-over-year by double digits reflecting greater certainty given the finalization of the 2014 and 2015 federal budget allocations in early 2014. The increase in net sales to the federal government was led by growth in sales of notebook/mobile devices and desktop computers. The increase in net sales to state/local government customers was led by growth in sales of notebooks/mobile devices, netcomm products, and software due to a continued focus on public safety solutions. Net sales to education customers increased $119.4 million, or 23.2%, between periods, led by continued growth in net sales to K-12 customers, reflecting increased sales of notebooks/mobile devices to support standardized digital testing requirements. Net sales to healthcare customers increased $38.8 million, or 10.9%, between periods, driven by growth in netcomm products and software.

Gross profit

Gross profit increased $48.9 million, or 10.7%, to $507.3 million for the three months ended September 30, 2014, compared to $458.4 million for the three months ended September 30, 2013. As a percentage of total net sales, gross profit decreased50 basis points to 15.5% for the three months ended September 30, 2014, down from 16.0% for the three months ended September 30, 2013. Gross profit margin was negatively impacted 30 basis points by unfavorable price/mix changes within product margin, as transactional product categories such as notebooks/mobile devices experienced a higher rate of net sales growth than our overall net sales growth, accompanied by continuing product margin compression in these product categories. A decrease of five basis points was due to a lower mix of revenue recorded on a net basis, such as commission revenue and net service contract revenue. Commission revenue, including agency fees earned on sales of software licenses and software assurance under enterprise agreements, has a positive impact on our gross profit margin, as we record the fee or commission as a component of net sales when earned and there is no corresponding cost of sales. Net service contract revenue,

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including items such as third-party services and warranties, also has a positive impact on gross profit margin as our cost paid to the vendor or third-party service provider is recorded as a reduction to net sales, resulting in net sales being equal to the gross profit on the transaction. Additionally, we experienced an unfavorable impact of 10 basis points from vendor funding. Although vendor funding dollars increased quarter over quarter, it represented a lower percentage of net sales in the third quarter of 2014 compared to the prior year period. Vendor funding includes purchase discounts, volume rebates, and cooperative advertising.

The gross profit margin may fluctuate based on various factors, including vendor incentive and inventory price protection programs, cooperative advertising funds classified as a reduction of cost of sales, product mix, net service contract revenue, commission revenue, pricing strategies, market conditions and other factors, any of which could result in changes in gross profit margins.

Selling and administrative expenses

Selling and administrative expenses decreased$47.0 million, or 14.1%, to $285.4 million for the three months ended September 30, 2014, compared to $332.4 million for the three months ended September 30, 2013. The overall decrease was largely driven by the absence of $74.1 million in costs incurred during the third quarter of 2013 related to the completion of the IPO. This decrease was partially offset by certain coworker costs which increased $10.7 million, or 19.3%, during the quarter ended September 30, 2014 compared to the prior year period due to higher compensation consistent with increased coworker count and attainment-based compensation accruals tied to year-to-date performance. Total coworker count was 7,242, up 328 from 6,914 at September 30, 2013. Total coworker count was 6,967 at December 31, 2013. In addition, sales payroll, including sales commissions and other variable compensation costs, increased $6.5 million, or 5.3%, between years, consistent with higher sales and gross profit. Further, selling and administrative expenses increased $7.6 million, or 92.1%, driven by the absence of a favorable legal settlement that occurred in the third quarter of 2013 in which we were a claimant. As a percentage of total net sales, selling and administrative expenses decreased 290 basis points to 8.7% in the third quarter of 2014, down from 11.6% in the third quarter of 2013. The decrease in selling and administrative expenses as a percentage of sales was largely driven by a decline of 260 basis points in costs related to our IPO in the third quarter of 2013.

Advertising expense

Advertising expense increased $4.1 million, or 12.1%, to $37.2 million for the three months ended September 30, 2014, compared to $33.1 million for the prior year period. As a percentage of total net sales, advertising expense decreased10 basis points to 1.1% in the third quarter of 2014, down from 1.2% in the third quarter of 2013. The dollar increase in advertising expense was primarily due to a continued focus on branding, which reinforces our reputation as a leading IT solutions provider.

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Income from operations

The following table presents income (loss) from operations by segment, in dollars and as a percentage of net sales, and the year-over-year percentage change in income (loss) from operations for the three months ended September 30, 2014 and 2013:

	Three Months Ended September 30, 2014					Three Months Ended September 30, 2013
	Dollars in Millions			Operating Margin Percentage		Dollars in Millions			Operating Margin Percentage		Percent Change in Income (loss) from Operations
Segments: (1)
Corporate	$	103.2		6.4	%	$	63.2		4.3	%	63.3	%
Public	101.3			6.9		71.1			5.7		42.6
Other	8.5			4.9		3.7			2.4		134.5
Headquarters (2)	(28.3		)	nm*		(45.1		)	nm*		(37.2	)
Total income from operations	$	184.7		5.7	%	$	92.9		3.2	%	99.0	%

* Not meaningful

(1) Segment income (loss) from operations includes the segment’s direct operating income (loss) and allocations for Headquarters’ costs, allocations for logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

(2) Includes certain Headquarters’ function costs that are not allocated to the segments.

Income from operations was $184.7 million for the three months ended September 30, 2014, an increase of $91.8 million, or 99.0%, compared to $92.9 million for the three months ended September 30, 2013. The results for the three months ended September 30, 2014 were driven by higher net sales and gross profit. Total operating margin percentage increased 250 basis points to 5.7% for the three months ended September 30, 2014, from 3.2% for the three months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

Corporate segment income from operations was $103.2 million for the three months ended September 30, 2014, an increase of $40.0 million, or 63.3%, compared to $63.2 million for the three months ended September 30, 2013. This increase was primarily driven by higher net sales and gross profit. Corporate segment operating margin percentage increased 210 basis points to 6.4% for the three months ended September 30, 2014, from 4.3% for the three months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

Public segment income from operations was $101.3 million for the three months ended September 30, 2014, an increase of $30.2 million, or 42.6%, compared to $71.1 million for the three months ended September 30, 2013. This increase was primarily driven by higher net sales and gross profit. Public segment operating margin percentage increased 120 basis points to 6.9% for the three months ended September 30, 2014, from 5.7% for the three months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

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Interest expense, net

At September 30, 2014, our outstanding long-term debt totaled $3,161.7 million compared to $3,410.1 million at September 30, 2013. Net interest expense for the three months ended September 30, 2014 was $50.1 million, a decrease of $6.1 million compared to $56.2 million for the three months ended September 30, 2013. Net interest expense decreased $9.8 million due to lower debt balances for the three months ended September 30, 2014 compared to the same period of the prior year as a result of debt repayments and refinancing activities completed during 2013 and 2014. This decrease was partially offset by a $4.6 million accrued interest adjustment in the prior period due to the redemption of a portion of the Senior Subordinated Notes in August 2013, which we did not incur in the current quarter. This adjustment represented the difference between interest expense previously recognized under the effective interest method and actual interest paid. The remaining decrease was primarily attributable to lower effective interest rates and reduced amortization of deferred financing costs for the three months ended September 30, 2014 compared to the prior year period.

Net loss on extinguishments of long-term debt

During the three months ended September 30, 2014, we recorded a net loss on extinguishment of long-term debt of $45.8 million compared to $41.3 million for the same period in 2013.

In September 2014, we redeemed $234.7 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of debt of $22.1 million in the consolidated statement of operations for the three months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs and unamortized premium.

In August 2014, we redeemed all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes. We recorded a loss on extinguishment of debt of $23.7 million in the consolidated statement of operations for the three months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In August 2013, we redeemed $324.0 million aggregate principal amount of the Senior Subordinated Notes. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $24.6 million in the consolidated statement of operations for the three months ended September 30, 2013, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In July 2013, we redeemed $175.0 million aggregate principal amount of the Senior Secured Notes. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $16.7 million in the consolidated statement of operations for the three months ended September 30, 2013, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

Income tax expense

Income tax expense was $33.9 million for the three months ended September 30, 2014, compared to a tax benefit of $2.6 million for the same period of the prior year. The effective income tax rate, expressed by calculating the income tax expense as a percentage of income before income taxes, was 37.9% and 54.6% for the three months ended September 30, 2014 and 2013, respectively. The decrease in the 2014 effective tax rate is primarily attributable to a lower rate impact of state tax credits due to the increase in income before income taxes in 2014 and the benefit recorded to reflect a reduction in our expected annual effective tax rate relative to a small pre-tax loss for the three months ended September 30, 2013.

Net income

Net income was $55.6 million for the three months ended September 30, 2014, compared to a net loss of $2.2 million for the three months ended September 30, 2013. Significant factors and events causing the net changes between the periods are discussed above.

Non-GAAP net income

Non-GAAP net income was $110.7 million for the three months ended September 30, 2014, an increase of $25.5 million, or 29.9%, compared to $85.2 million for the three months ended September 30, 2013.

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We have included a reconciliation of Non-GAAP net income for the three months ended September 30, 2014 and 2013 below. Non-GAAP net income excludes, among other things, charges related to the amortization of acquisition-related intangibles, non-cash equity-based compensation, IPO- and secondary-offering-related expenses and gains and losses from the early extinguishment of debt. Non-GAAP net income is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that Non-GAAP net income provides helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements.

(in millions)	Three Months Ended September 30,
	2014			2013
Net income (loss)	$	55.6		$	(2.2	)
Amortization of intangibles (1)	40.3			40.1
Non-cash equity-based compensation	3.9			2.3
Litigation, net (2)	(0.6		)	(10.4		)
Net loss on extinguishments of long-term debt	45.8			41.3
Interest expense adjustment related to extinguishments of long-term debt (3)	—			(4.6		)
IPO- and secondary-offering-related expenses (4)	0.3			74.1
Aggregate adjustment for income taxes (5)	(34.6		)	(55.4		)
Non-GAAP net income	$	110.7		$	85.2

(1) Includes amortization expense for acquisition-related intangible assets, primarily customer relationships and trade names.

(2) Relates to unusual, non-recurring litigation matters.

(3) Reflects adjustments to interest expense resulting from debt extinguishments. Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid.

(4) IPO- and secondary-offering-related expenses consist of the following:

(in millions)	Three Months Ended September 30,
	2014		2013
Acceleration charge for certain equity awards and related employer payroll taxes	$	—	$	40.7
RDU Plan cash retention pool accrual	—		7.5
Management services agreement termination fee	—		24.4
Other expenses	0.3		1.5
IPO- and secondary-offering-related expenses	$	0.3	$	74.1

(5) Based on a normalized effective tax rate of 39.0%

Adjusted EBITDA

Adjusted EBITDA was $242.6 million for the three months ended September 30, 2014, an increase of $26.5 million, or 12.2%, compared to $216.1 million for the three months ended September 30, 2013. As a percentage of net sales, Adjusted EBITDA was 7.4% for the three months ended September 30, 2014 compared to 7.5% for the three months ended September 30, 2013.

We have included reconciliations of EBITDA and Adjusted EBITDA for the three months ended September 30, 2014 and 2013 in the tables below. EBITDA is defined as consolidated net income before interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA, which is a measure defined in our credit agreements, means EBITDA adjusted for certain items which are described in the table below. Both EBITDA and Adjusted EBITDA are considered non-

42

GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements.

(in millions)	Three Months Ended September 30,
	2014			2013
Net income (loss)	$	55.6		$	(2.2	)
Depreciation and amortization	51.9			52.0
Income tax expense (benefit)	33.9			(2.6		)
Interest expense, net	50.1			56.2
EBITDA	191.5			103.4
Adjustments:
Non-cash equity-based compensation	3.9			2.3
Net loss on extinguishments of long-term debt	45.8			41.3
Litigation, net (1)	(0.6		)	(8.2		)
IPO- and secondary-offering-related expenses (2)	0.3			74.1
Other adjustments (3)	1.7			3.2
Total adjustments	51.1			112.7
Adjusted EBITDA	$	242.6		$	216.1

(1) Relates to unusual, non-recurring litigation matters.

(2) As defined under non-GAAP net income above.

(3) Other adjustments primarily include certain historical retention costs and equity investment income.

Results of Operations

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013

The following table presents our results of operations, in dollars and as a percentage of net sales, for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended September 30, 2014					Nine Months Ended September 30, 2013
	Dollars in Millions			Percentage of Net Sales		Dollars in Millions			Percentage of Net Sales
Net sales	$	9,024.4		100.0	%	$	8,055.3		100.0	%
Cost of sales	7,595.0			84.2		6,743.3			83.7
Gross profit	1,429.4			15.8		1,312.0			16.3
Selling and administrative expenses	820.2			9.1		850.3			10.6
Advertising expense	100.5			1.1		95.1			1.1
Income from operations	508.7			5.6		366.6			4.6
Interest expense, net	(148.7		)	(1.6	)	(198.6		)	(2.5	)
Net loss on extinguishments of long-term debt	(53.8		)	(0.6	)	(55.5		)	(0.7	)
Other income, net	1.4			—		0.4			—
Income before income taxes	307.6			3.4		112.9			1.4
Income tax expense	(114.5		)	(1.3	)	(40.1		)	(0.5	)
Net income	$	193.1		2.1	%	$	72.8		0.9	%

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Net sales

The following table presents our net sales by segment, in dollars and as a percentage of total net sales, and the year-over-year dollar and percentage change in net sales for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended September 30,
	2014				2013
(dollars in millions)	Net Sales		Percentage of Total Net Sales		Net Sales		Percentage of Total Net Sales		Dollar Change		Percent Change (1)
Corporate	$	4,784.5	53.0	%	$	4,407.1	54.7	%	$	377.4	8.6	%
Public	3,710.3		41.1		3,174.0		39.4		536.3		16.9
Other	529.6		5.9		474.2		5.9		55.4		11.7
Total net sales	$	9,024.4	100.0	%	$	8,055.3	100.0	%	$	969.1	12.0	%

(1)     There were 191 selling days for both the nine months ended September 30, 2014 and 2013.

The following table presents our net sales by customer channel for our Corporate and Public segments and the year-over-year dollar and percentage change in net sales for the nine months ended September 30, 2014 and 2013. Net sales of $109.3 million for the nine months ended September 30, 2013 have been reclassified from the small business customer channel to the medium/large customer channel to conform to the current period presentation.

(dollars in millions)	Nine Months Ended September 30,				Dollar Change		Percent Change
	2014		2013
Corporate:
Medium / Large	$	4,045.1	$	3,730.4	$	314.7	8.4	%
Small Business	739.4		676.7		62.7		9.3
Total Corporate	$	4,784.5	$	4,407.1	$	377.4	8.6	%
Public:
Government	$	1,008.6	$	923.3	$	85.3	9.2	%
Education	1,481.4		1,166.3		315.1		27.0
Healthcare	1,220.3		1,084.4		135.9		12.5
Total Public	$	3,710.3	$	3,174.0	$	536.3	16.9	%

Total net sales for the nine months ended September 30, 2014 increased $969.1 million, or 12.0%, to $9,024.4 million, compared to $8,055.3 million for the nine months ended September 30, 2013. There were 191 selling days for both the nine months ended September 30, 2014 and 2013. The increase in total net sales was primarily the result of growth in transactional products driven by notebooks/mobile devices and desktop computers as customers across all channels refreshed their client devices and K-12 customers continued to prepare for digital testing requirements.

Corporate segment net sales for the nine months ended September 30, 2014 increased $377.4 million, or 8.6%, compared to the nine months ended September 30, 2014, driven by balanced sales growth in both customer channels. Within our Corporate segment, net sales to medium/large customers increased $314.7 million, or 8.4%, between periods due to customers refreshing their client devices and making continued investments in technology infrastructure, a continued focus on seller productivity and additional customer-facing coworkers. This increase was led by growth in notebooks/mobile devices, desktops, netcomm products, and software, partially offset by a decline in enterprise storage. Net sales to small business customers increased $62.7 million, or 9.3%, between periods, driven by growth in notebooks/mobile devices and desktop computers.

Public segment net sales for the nine months ended September 30, 2014 increased $536.3 million, or 16.9%, between periods, driven by strong performance across all customer channels. While the residual effects of the prior year partial shutdown of the federal government and federal government budget uncertainty negatively affected sales through the first half of 2014, we began to see improvement in sales to federal government customers in the second quarter of 2014 and momentum continued through the third quarter of 2014 in conjunction with the federal fiscal year-end. Net sales to government customers increased $85.3 million, or 9.2%. The increase in net sales to the federal government was led by increases in sales of notebooks/mobile devices, desktop computers, and software, partially offset by declines in netcomm products. The increase in

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net sales to state/local government customers was led by growth in sales of notebooks/mobile devices, netcomm products, desktop computers, and software due to a continued focus on public safety solutions. Net sales to education customers increased $315.1 million, or 27.0%, between periods, led by growth in net sales to K-12 customers, reflecting increased sales of notebooks/mobile devices to support standardized digital testing requirements. Net sales to healthcare customers increased $135.9 million, or 12.5%, between periods, driven by growth in desktop computers, notebook/mobile devices, netcomm products, and software.

Gross profit

Gross profit increased $117.4 million, or 8.9%, to $1,429.4 million for the nine months ended September 30, 2014, compared to $1,312.0 million for the nine months ended September 30, 2013. As a percentage of total net sales, gross profit decreased50 basis points to 15.8% for the nine months ended September 30, 2014, down from 16.3% for the nine months ended September 30, 2013. Gross profit margin was negatively impacted 30 basis points by unfavorable price/mix changes within product margin, as transactional product categories such as notebooks/mobile devices experienced a higher rate of net sales growth than our overall net sales growth, accompanied by continuing product margin compression in these product categories. A decrease of five basis points was due to a lower mix of revenue recorded on a net basis, such as commission revenue and net service contract revenue. Commission revenue, including agency fees earned on sales of software licenses and software assurance under enterprise agreements, has a positive impact on our gross profit margin, as we record the fee or commission as a component of net sales when earned and there is no corresponding cost of sales. Net service contract revenue, including items such as third-party services and warranties, also has a positive impact on gross profit margin as our cost paid to the vendor or third-party service provider is recorded as a reduction to net sales, resulting in net sales being equal to the gross profit on the transaction. Additionally, we experienced an unfavorable impact of 10 basis points from vendor funding. Although vendor funding dollars increased, it represented a lower percentage of net sales in the nine months ended September 30, 2014 compared to the prior year period. Vendor funding includes purchase discounts, volume rebates and cooperative advertising.

The gross profit margin may fluctuate based on various factors, including vendor incentive and inventory price protection programs, cooperative advertising funds classified as a reduction of cost of sales, product mix, net service contract revenue, commission revenue, pricing strategies, market conditions and other factors, any of which could result in changes in gross profit margins.

Selling and administrative expenses

Selling and administrative expenses decreased$30.1 million, or 3.5% to $820.2 million for the nine months ended September 30, 2014, compared to $850.3 million for the nine months ended September 30, 2013. The overall decrease was largely driven by the absence of $74.3 million in costs incurred during 2013 related to the completion of the IPO. This decrease was partially offset by certain coworker costs which increased $20.0 million, or 12.3%, between years which was primarily due to higher compensation consistent with increased coworker count and attainment-based compensation accruals tied to year-to-date performance. Total coworker count was 7,242, up 328 from 6,914 at September 30, 2013. Total coworker count was 6,967 at December 31, 2013. In addition, sales payroll, including sales commissions and other variable compensation costs, increased $11.9 million, or 3.3%, between years, consistent with higher sales and gross profit. Further, selling and administrative expenses increased $7.3 million, or 88.6%, driven by the absence of a favorable legal settlement that occurred in the third quarter of 2013 in which we were a claimant. As a percentage of total net sales, selling and administrative expenses decreased 150 basis points to 9.1% in the first nine months of 2014, down from 10.6% in the first nine months of 2013. The decrease in selling and administrative expenses as a percentage of sales was largely driven by a decline of 90 basis points in costs related to the IPO during the nine months ended September 30, 2013.

Advertising expense

Advertising expense increased $5.4 million, or 5.6%, to $100.5 million for the nine months ended September 30, 2014, compared to $95.1 million for the prior year period. As a percentage of total net sales, advertising expense was 1.1% for both the nine months ended September 30, 2014 and September 30, 2013. The dollar increase in advertising expense was primarily due to a continued focus on branding, which reinforces our reputation as a leading IT solutions provider.

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Income from operations

The following table presents income (loss) from operations by segment, in dollars and as a percentage of net sales, and the year-over-year percentage change in income (loss) from operations for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended September 30, 2014					Nine Months Ended September 30, 2013
	Dollars in Millions			Operating Margin Percentage		Dollars in Millions			Operating Margin Percentage		Percent Change in Income (loss) from Operations
Segments: (1)
Corporate	$	323.9		6.8	%	$	260.5		5.9	%	24.3	%
Public	244.1			6.6		185.8			5.9		31.4
Other	22.7			4.3		18.6			3.9		22.3
Headquarters (2)	(82.0		)	nm*		(98.3		)	nm*		16.6
Total income from operations	$	508.7		5.6	%	$	366.6		4.6	%	38.8	%

* Not meaningful

(1) Segment income (loss) from operations includes the segment’s direct operating income (loss) and allocations for Headquarters’ costs, allocations for logistics services, certain inventory adjustments and volume rebates and cooperative advertising from vendors.

(2) Includes certain Headquarters’ function costs that are not allocated to the segments.

Income from operations was $508.7 million for the nine months ended September 30, 2014, an increase of $142.1 million, or 38.8%, compared to $366.6 million for the nine months ended September 30, 2013. The results for the nine months ended September 30, 2014 were driven by higher net sales and gross profit. Total operating margin percentage increased 100 basis points to 5.6% for the nine months ended September 30, 2014, from 4.6% for the nine months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

Corporate segment income from operations was $323.9 million for the nine months ended September 30, 2014, an increase of $63.4 million, or 24.3%, compared to $260.5 million for the nine months ended September 30, 2013. This increase was primarily driven by higher net sales and gross profit. Corporate segment operating margin percentage increased 90 basis points to 6.8% in the nine months ended September 30, 2014 from 5.9% in the nine months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

Public segment income from operations was $244.1 million for the nine months ended September 30, 2014, an increase of $58.3 million, or 31.4%, compared to $185.8 million for the nine months ended September 30, 2013. This increase was primarily driven by higher net sales and gross profit. Public segment operating margin percentage increased 70 basis points to 6.6% in the nine months ended September 30, 2014, from 5.9% in the nine months ended September 30, 2013. Operating margin percentage benefited from the decrease in selling and administrative expenses as a percentage of net sales, which was driven by the absence of costs related to our IPO in the third quarter of 2013, and was partially offset by a decrease in gross profit margin.

Interest expense, net

At September 30, 2014, our outstanding long-term debt totaled $3,161.7 million compared to $3,410.1 million at September 30, 2013. Net interest expense for the nine months ended September 30, 2014 was $148.7 million a decrease of $49.9 million compared to $198.6 million for the nine months ended September 30, 2013. Net interest expense decreased $45.8 million due to lower debt balances for the nine months ended September 30, 2014 compared to the same period of the prior year as a result of debt repayments and refinancing activities completed during 2013 and 2014. The remaining decrease was primarily attributable to lower effective interest rates and reduced amortization of deferred financing costs for the nine months ended September 30, 2014.

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Net loss on extinguishments of long-term debt

During the nine months ended September 30, 2014, we recorded a net loss on extinguishment of long-term debt of $53.8 million compared to $55.5 million for the same period in 2013.

In September 2014, we redeemed $234.7 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of debt of $22.1 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs and unamortized premium.

In August 2014, we redeemed all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes. We recorded a loss on extinguishment of debt of $23.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In June 2014, we entered into the Revolving Loan, a new five-year $1,250.0 million senior secured asset-based revolving credit facility. The Revolving Loan replaces our previous revolving loan credit facility that was to mature on June 24, 2016. In connection with the termination of the previous facility, we recorded a loss on extinguishment of long-term debt of $0.4 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing a write-off of a portion of unamortized deferred financing costs.

In May 2014, we redeemed all of the remaining $42.5 million aggregate principal amount of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of $2.2 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In March 2014, we repurchased $25.0 million aggregate principal amount of the 2019 Senior Notes. We recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing the difference between the repurchase price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In January and February 2014, we redeemed $50.0 million aggregate principal amount of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In August 2013, we redeemed $324.0 million aggregate principal amount of the Senior Subordinated Notes. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $24.6 million in the consolidated statement of operations for the three and nine months ended September 30, 2013, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In July 2013, we redeemed $175.0 million aggregate principal amount of the Senior Secured Notes. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $16.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2013, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs.

In April 2013, we entered into a new seven-year, $1,350.0 million aggregate principal amount senior secured term loan facility. Substantially all of the proceeds were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility. In connection with this refinancing, we recorded a loss on extinguishment of long-term debt of $10.3 million in the consolidated statement of operations for the nine months ended September 30, 2013, representing a write-off of the remaining unamortized deferred financing costs related to the prior senior secured term loan facility.

In March 2013, we redeemed $50.0 million aggregate principal amount of the Senior Subordinated Notes. We recorded a loss on extinguishment of long-term debt of $3.9 million in the consolidated statement of operations for the nine months ended September 30, 2013, representing the difference between the redemption price and the net carrying amount of the purchased debt, adjusted for a portion of the unamortized deferred financing costs. A higher contractual redemption premium percentage was in effect during the three months ended March 31, 2013, resulting in a larger loss on extinguishment for the March 2013 redemption compared to the January and February 2014 redemptions discussed above.

47

Income tax expense

Income tax expense was $114.5 million for the nine months ended September 30, 2014, compared to $40.1 million for the same period of the prior year. The effective income tax rate, expressed by calculating the income tax expense as a percentage of income before income taxes, was 37.2% and 35.5% for the nine months ended September 30, 2014 and 2013, respectively. The increase in the 2014 effective income tax rate was primarily attributable to a lower rate impact on state tax credits due to the increase in income before income taxes.

Net income

Net income was $193.1 million for the nine months ended September 30, 2014, compared to $72.8 million for the nine months ended September 30, 2013. Significant factors and events causing the net changes between the periods are discussed above.

Non-GAAP net income

Non-GAAP net income was $307.7 million for the nine months ended September 30, 2014, an increase of $87.0 million, or 39.4%, compared to $220.7 million for the nine months ended September 30, 2013.

We have included a reconciliation of Non-GAAP net income for the nine months ended September 30, 2014 and 2013 below. Non-GAAP net income excludes, among other things, charges related to the amortization of acquisition-related intangibles, non-cash equity-based compensation, IPO- and secondary-offering-related expenses and gains and losses from the early extinguishment of debt. Non-GAAP net income is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that Non-GAAP net income provides helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements.

(in millions)	Nine Months Ended September 30,
	2014			2013
Net income	$	193.1		$	72.8
Amortization of intangibles (1)	120.8			120.5
Non-cash equity-based compensation	11.5			6.4
Litigation, net (2)	(0.6		)	(10.4		)
Net loss on extinguishments of long-term debt	53.8			55.5
Interest expense adjustment related to extinguishments of long-term debt (2)	(1.1		)	(5.4		)
IPO- and secondary-offering-related expenses (3)	1.2			74.3
Aggregate adjustment for income taxes (4)	(71.0		)	(93.0		)
Non-GAAP net income	$	307.7		$	220.7

(1) Includes amortization expense for acquisition-related intangible assets, primarily customer relationships and trade names.

(2) Relates to unusual, non-recurring litigation matters.

(3) Reflects adjustments to interest expense resulting from debt extinguishments. Represents the difference between interest expense previously recognized under the effective interest method and actual interest paid.

(4) IPO- and secondary-offering-related expenses consist of the following:

48

(in millions)	Nine Months Ended September 30,
	2014		2013
Acceleration charge for certain equity awards and related employer payroll taxes	$	—	$	40.7
RDU Plan cash retention pool accrual	—		7.5
Management services agreement termination fee	—		24.4
Other expenses	1.2		1.7
IPO- and secondary-offering-related expenses	$	1.2	$	74.3

(5) Based on a normalized effective tax rate of 39.0%.

Adjusted EBITDA

Adjusted EBITDA was $683.4 million for the nine months ended September 30, 2014, an increase of $76.1 million, or 12.5%, compared to $607.3 million for the nine months ended September 30, 2013. As a percentage of net sales, Adjusted EBITDA was 7.6% for the nine months ended September 30, 2014 compared to 7.5% for the nine months ended September 30, 2013.

We have included reconciliations of EBITDA and Adjusted EBITDA for the nine months ended September 30, 2014 and 2013 in the tables below. EBITDA is defined as consolidated net income before interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA, which is a measure defined in our credit agreements, means EBITDA adjusted for certain items which are described in the table below. Both EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. We believe that EBITDA and Adjusted EBITDA provide helpful information with respect to our operating performance and cash flows including our ability to meet our future debt service, capital expenditures and working capital requirements. Adjusted EBITDA also provides helpful information as it is the primary measure used in certain financial covenants contained in our credit agreements.

(in millions)	Nine Months Ended September 30,
	2014			2013
Net income	$	193.1		$	72.8
Depreciation and amortization	155.9			156.3
Income tax expense	114.5			40.1
Interest expense, net	148.7			198.6
EBITDA	612.2			467.8
Adjustments:
Non-cash equity-based compensation	11.5			6.4
Sponsor fee	—			2.5
Net loss on extinguishments of long-term debt	53.8			55.5
Litigation, net (1)	(0.9		)	(8.2		)
IPO- and secondary-offering-related expenses (2)	1.2			74.3
Other adjustments (3)	5.6			9.0
Total adjustments	71.2			139.5
Adjusted EBITDA	$	683.4		$	607.3

(1) Relates to unusual, non-recurring litigation matters.

(2) As defined under non-GAAP net income above.

(3) Other adjustments primarily include certain historical retention costs and equity investment income.

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The following table sets forth a reconciliation of EBITDA to net cash provided by operating activities for the nine months ended September 30, 2014 and 2013.

	Nine Months Ended September 30,
(in millions)	2014			2013
EBITDA	$	612.2		$	467.8
Depreciation and amortization	(155.9		)	(156.3		)
Income tax expense	(114.5		)	(40.1		)
Interest expense, net	(148.7		)	(198.6		)
Net income	193.1			72.8
Depreciation and amortization	155.9			156.3
Equity-based compensation expense	11.5			44.3
Deferred income taxes	(67.2		)	(21.3		)
Amortization of deferred financing costs, debt premium and debt discount, net	4.8			7.1
Net loss on extinguishments of long-term debt	53.8			55.5
Other	0.4			0.1
Changes in assets and liabilities	(1.8		)	56.0
Net cash provided by operating activities	$	350.5		$	370.8

Seasonality

While we have not historically experienced significant seasonality throughout the year, sales in our Corporate segment, which primarily serves private sector business customers, are typically higher in the fourth quarter than in other quarters due to customers spending their remaining technology budget dollars at the end of the year. Additionally, sales in our Public segment have historically been higher in the third quarter than in other quarters primarily due to the buying patterns of the federal government and education customers.

Liquidity and Capital Resources

Overview

We finance our operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under our senior secured asset-based revolving credit facility. We believe that our current sources of funds will be sufficient to fund our cash operating requirements for the next year. In addition, we believe that we have adequate sources of liquidity and funding available to meet our longer-term needs. However, there are a number of factors that may negatively impact our available sources of funds. The amount of cash generated from operations will be dependent upon factors such as the successful execution of our business plan and general economic conditions.

See Note 13 "Subsequent Events" to the accompanying unaudited interim consolidated financial statements for a description of the liquidity-related announcements made during the fourth quarter of 2014, including the declaration of an increased quarterly cash dividend and the authorization of a $500 million share repurchase program.

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Cash Flows

Cash flows from operating, investing and financing activities were as follows:

(in millions)	Nine Months Ended September 30,
	2014			2013
Net cash provided by (used in):
Operating activities	$	350.5		$	370.8
Investing activities	(56.0		)	(30.5		)
Net change in accounts payable-inventory financing	43.1			(24.0		)
Other cash flows from financing activities	(166.8		)	(3.4		)
Financing activities	(123.7		)	(27.4		)
Effect of exchange rate changes on cash and cash equivalents	(1.1		)	(0.6		)
Net increase in cash and cash equivalents	$	169.7		$	312.3

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2014 decreased $20.3 million compared to the same period of the prior year. Net income adjusted for the impact of non-cash items such as depreciation and amortization, equity-based compensation expense, deferred income taxes, and net loss on extinguishments of long-term debt increased $37.5 million, reflecting stronger operating results and lower interest expense in the first nine months of 2014 compared to the prior year period. Net changes in assets and liabilities decreased cash by $1.8 million in the first nine months of 2014 compared to an increase of $56.0 million in the first nine months of 2013, resulting in a change of $57.8 million between periods. During the nine months ended September 30, 2014, the cash inflows from accounts payable-trade decreased $39.7 million compared to the same period of the prior year. Although the accounts payable-trade balance was higher at September 30, 2014 compared to September 30, 2013 due to strategic investments in inventory, a relatively higher beginning balance at December 31, 2013 driven by accelerated sales growth during that month compared to December 2012 drove the decline in cash contributions year-over-year. The unfavorable timing of quarter-end payments in 2014 compared to 2013 also contributed to the decrease in cash inflows from accounts payable-trade between years. Additionally, cash inflows from other current liabilities decreased $29.6 million primarily due to accrued interest. During the nine months ended September 30, 2014, the cash inflows from accrued interest decreased compared to the same period of the prior year due to debt repayments in 2013 and 2014 and the timing of semi-annual interest payments.

In order to manage our working capital and operating cash needs, we monitor our cash conversion cycle, defined as days of sales outstanding in accounts receivable plus days of supply in inventory minus days of purchases outstanding in accounts payable, based on a rolling three-month average.

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The following table presents the components of our cash conversion cycle:

(in days)	September 30
	2014		2013
Days of sales outstanding (DSO) (1)	42		41
Days of supply in inventory (DIO) (2)	14		14
Days of purchases outstanding (DPO) (3)	(36	)	(35	)
Cash conversion cycle	20		20

(1) Represents the rolling three-month average of the balance of trade accounts receivable, net at the end of the period divided by average daily net sales for the same three-month period. Also incorporates components of other miscellaneous receivables.

(2) Represents the rolling three-month average of the balance of inventory at the end of the period divided by average daily cost of sales for the same three-month period. The prior period has been revised to conform to the current definition.

(3) Represents the rolling three-month average of the combined balance of accounts payable-trade, excluding cash overdrafts, and accounts payable-inventory financing at the end of the period divided by average daily cost of sales for the same three-month period.

The cash conversion cycle remained flat at 20 days for both September 30, 2014 and September 30, 2013. The increase in DSO was primarily driven by an increase in receivables for third-party services such as software assurance and warranties. These services have an unfavorable impact on DSO as the receivable is recognized on the balance sheet on a gross basis while the corresponding sales amount in the statement of operations is recorded on a net basis. The increase in DPO was primarily due to an increase in payables for third-party services, which offsets the related increase in DSO discussed above. These services have a favorable impact on DPO as the payable is recognized on the balance sheet without a corresponding cost of sales in the statement of operations because the cost paid to the vendor or third-party service provider is recorded as a reduction to net sales.

Investing Activities

Net cash used in investing activities increased $25.5 million in the nine months ended September 30, 2014 compared to the same period of the prior year. The increase was primarily driven by the payment of an accrued charitable contribution during the first quarter of 2014. In connection with a 2007 business combination, we agreed with a significant selling shareholder to establish the MPK Coworker Incentive Plan II (the “MPK Plan”) and to make charitable contributions in amounts equal to the net income tax benefits derived from payouts to participants under the MPK Plan (net of any related employer payroll tax costs). This arrangement has been accounted for as contingent consideration. Pre-2009 business combinations were accounted for under a former accounting standard which, among other aspects, did not require the recognition of certain contingent consideration as of the business combination date. Instead, under the former accounting standard, contingent consideration is accounted for as additional purchase price (goodwill) at the time the contingency is resolved. In connection with the completion of our IPO in July 2013, we accrued $20.9 million related to this arrangement in other current liabilities. As of September 30, 2014, this liability was fully settled in cash. Following the IPO, there is no remaining activity under the MPK Plan.

Capital expenditures were $34.4 million and $30.5 million for the nine months ended September 30, 2014 and 2013, respectively, primarily for improvements to our information technology systems during both periods.

Financing Activities

Net cash used in financing activities increased $96.3 million in the nine months ended September 30, 2014 compared to the same period of the prior year. The increase was primarily driven by proceeds from shares of common stock issued as a result of our IPO in 2013 and dividends paid in 2014, which was partially offset by a decrease in cash used in debt transactions and accounts payable-inventory financing. Our July 2013 IPO generated $424.7 million in net proceeds in 2013 after deducting underwriting discounts, expenses and transaction costs. Additionally, we commenced the payment of quarterly cash dividends on our common stock in the fourth quarter of 2013. Cash dividends of $21.9 million were paid during the first nine months of 2014. There was no corresponding activity in the first nine months of 2013. These increases of cash used were partially offset by the net impact of our debt transactions which resulted in cash outflows of $149.9 million and $403.9 million

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during the nine months ended September 30, 2014 and 2013, respectively, as we completed the issuance of $600.0 million of 2022 Senior Notes, which partially offset the cash used in 2014 to reduce our total long-term debt. Each debt transaction is described below under "Long-Term Debt and Financing Arrangements." An increase in accounts payable-inventory financing of $67.1 million also partially offset the increases of cash used, which was primarily due to higher purchase volumes from a certain vendor to support the overall increase in net sales.

Long-Term Debt and Financing Arrangements

Long-term debt was as follows:

(dollars in millions)	Interest Rate (1)		September 30, 2014			December 31, 2013
Senior secured asset-based revolving credit facility	—	%	$	—		$	—
Senior secured term loan facility	3.25	%	1,517.4			1,528.9
Unamortized discount on senior secured term loan facility			(3.9		)	(4.4		)
Senior secured notes due 2018	—	%	—			325.0
Senior notes due 2019	8.5	%	1,045.3			1,305.0
Unamortized premium on senior notes due 2019			2.9			4.2
Senior notes due 2022	6.0	%	600.0			—
Senior subordinated notes due 2017	—	%	—			92.5
Total long-term debt			3,161.7			3,251.2
Less current maturities of long-term debt			(15.4		)	(45.4		)
Long-term debt, excluding current maturities			$	3,146.3		$	3,205.8

(1)Interest rate at September 30, 2014.

At September 30, 2014, we were in compliance with the covenants under our various credit agreements as described below.

Senior Secured Asset-Based Revolving Credit Facility (“Revolving Loan”)

At September 30, 2014, we had no outstanding borrowings under the Revolving Loan, $2.2 million of undrawn letters of credit and $292.5 million reserved related to the floorplan sub-facility.

On June 6, 2014, we entered into the Revolving Loan, a new five-year $1,250.0 million senior secured asset-based revolving credit facility, with the facility being available to us for borrowings, issuance of letters of credit and floorplan financing for certain vendor products. The Revolving Loan matures on June 6, 2019, subject to an acceleration provision discussed below. The Revolving Loan replaces our previous revolving loan credit facility that was to mature on June 24, 2016. The Revolving Loan (i) increases the overall revolving credit facility capacity available to us from $900.0 million to $1,250.0 million, (ii) increases the maximum aggregate amount of increases that may be made to the revolving credit facility from $200.0 million to $300.0 million, (iii) maintains a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to the final maturity of any then outstanding senior debt if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus $150.0 million,(iv) decreases the fee on the unused portion of the revolving credit facility from either 37.5 or 50 basis points, depending on the amount of utilization, to 25 basis points, (v) decreases the applicable interest rate margin by 50 basis points, and (vi) amends the existing inventory floorplan sub-facility as discussed below. In connection with the termination of the previous facility, we recorded a loss on extinguishment of long-term debt of $0.4 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing a write-off of a portion of unamortized deferred financing costs. Fees of $6.4 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the five-year term of the facility on a straight-line basis.

The Revolving Loan incorporates the previous inventory floorplan sub-facility and related Revolving Loan inventory

financing agreement while removing the previous $400.0 million limit on the size of the floorplan sub-facility and the in-transit reserve of 15% of open orders. At September 30, 2014, the financial intermediary reported an outstanding balance of $292.5 million under the Revolving Loan inventory financing agreement. The amount included on our consolidated balance sheet as of September 30, 2014 as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement of $298.8 million includes a $6.3 million accrual for amounts in transit.

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Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The interest rate margin is based on one of two indices, either (i) LIBOR, or (ii) the Alternate Base Rate (“ABR”) with the ABR being the greater of (a) the prime rate, (b) the federal funds effective rate plus 50 basis points or (c) the one-month LIBOR plus 1.00%.The applicable margin varies (1.50% to 2.00% for LIBOR borrowings and 0.50% to 1.00% for ABR borrowings) depending upon average daily excess cash availability under the agreement evidencing the Revolving Loan and is subject to a reduction of 0.25% if, and for as long as, our corporate credit rating from Standard & Poor’s Rating Services is BB or better and our corporate family rating from Moody’s Investors Service, Inc. is Ba3 or better (in each case with stable or better outlook).

Under the new Revolving Loan, we are permitted to borrow an aggregate amount of $1,250.0 million; however, our ability to borrow under the Revolving Loan is limited by a borrowing base. 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 September 30, 2014, the borrowing base was $1,408.1 million based on the amount of eligible inventory and accounts receivable balances as of August 30, 2014. We could have borrowed up to an additional $955.3 million under the Revolving Loan at September 30, 2014.

The ability to borrow under the Revolving Loan also remains limited by a minimum liquidity condition which provides that, if excess cash availability is less than the lesser of (i) $125.0 million and (ii) the greater of (A) 10% of the borrowing base and (B) $100.0 million, the lenders are not required to lend any additional amounts under the Revolving Loan unless the consolidated fixed charge coverage ratio (as described in the agreement evidencing the Revolving Loan) is at least 1.00 to 1.00.

Senior Secured Term Loan Facility

On April 29, 2013, we entered into a seven-year, $1,350.0 million aggregate principal amount senior secured term loan facility (the "Term Loan"). The Term Loan was issued at a price that was 99.75% of par, which resulted in a discount of $3.4 million. Substantially all of the proceeds from the Term Loan were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility (the "Prior Term Loan Facility"). In connection with this refinancing, we recorded a loss on extinguishment of long-term debt of $10.3 million in the consolidated statement of operations for the nine months ended September 30, 2013. This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Term Loan Facility.

On July 31, 2013, we borrowed an additional $190.0 million aggregate principal amount under the Term Loan at a price that was 99.25% of par, which resulted in a discount of $1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes. The discounts are reported on the consolidated balance sheets as a reduction to the face amount of the Term Loan and are being amortized to interest expense over the term of the related debt. Fees of $6.1 million related to the Term Loan were capitalized as deferred financing costs and are being amortized over the term of the facility using the effective interest method.

We are required to pay quarterly principal installments equal to 0.25% of the original principal amount of the Term Loan, with the remaining principal amount payable on the maturity date of April 29, 2020. The quarterly principal installment payments commenced during the quarter ended June 30, 2013. At September 30, 2014, the outstanding principal amount of the Term Loan was $1,517.4 million, excluding $3.9 million in unamortized discount.

Borrowings under the Term Loan bear interest at either (a) the alternate base rate ("ABR") plus a margin or (b) LIBOR plus a margin; provided that for the purposes of the Term Loan, LIBOR shall not be less than 1.00% per annum at any time ("LIBOR Floor"). The margin is based upon a net leverage ratio as defined in the agreement governing the Term Loan, ranging from 1.25% to 1.50% for ABR borrowings and 2.25% to 2.50% for LIBOR borrowings. The total net leverage ratio was 3.2 at September 30, 2014. An interest rate of 3.25%, LIBOR Floor plus a 2.25% margin, was in effect during the three-month period ended September 30, 2014.

In order to manage the risk associated with changes in interest rates on borrowings under the Term Loan, we have entered into interest rate cap agreements. Prior to September 2014, we had ten interest rate cap agreements in effect through January 14, 2015 with a combined notional amount of $1,150.0 million. Of the total $1,150.0 million notional amount, $500.0 million entitle us to payments from the counterparty of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period. The remaining interest rate cap agreements with a notional amount of $650.0 million entitle us to payments from the counterparty of the amount, if any, by which the three-month LIBOR exceeds 1.5% during the agreement period. The fair value of our interest rate cap agreements was zero at both September 30, 2014 and December 31, 2013.

In September 2014, we entered into two additional interest rate cap agreements with a combined notional amount of $250.0 million. Under these agreements, we made premium payments totaling $0.7 million to the counterparties in exchange

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for the right to receive payments equal to the amount, if any by which three-month LIBOR exceeds 2.0% during the agreement period. These interest rate cap agreements are effective January 14, 2015 through January 17, 2017. The fair value of these interest rate cap agreements was $0.6 million at September 30, 2014.

Our interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP accounting purposes. Instead, the interest rate cap agreements are recorded at fair value on our consolidated balance sheet each period, with changes in fair value recorded directly to interest expense, net on our consolidated statements of operations. The fair value of our interest rate cap agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate 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 rates of the caps. This analysis reflects the contractual terms of the interest rate cap agreements, including the period to maturity, and uses observable market-based inputs, including LIBOR curves and implied volatilities. We also incorporate 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.

On January 30, 2013, we made an optional prepayment of $40.0 million aggregate principal amount outstanding under the Prior Term Loan Facility. The optional prepayment satisfied the excess cash flow payment provision of the Prior Term Loan Facility with respect to the year ended December 31, 2012.

See Note 13 "Subsequent Events" to the accompanying unaudited interim consolidated financial statements for a description of the interest rate cap agreements entered into during the fourth quarter of 2014.

8.0% Senior Secured Notes due 2018 (“Senior Secured Notes”)

As of September 30, 2014, there were no outstanding 8.0% Senior Secured Notes.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes at a redemption price of 106.061% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. On the same date, the indenture governing the Senior Secured Notes was satisfied and discharged. The redemption date was September 5, 2014. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $23.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $4.0 million for the write-off of the unamortized deferred financing fees, a redemption premium of $13.0 million and a make-whole interest payment of $6.7 million.

On July 2, 2013, we used a portion of the net proceeds from the IPO to redeem $175.0 million aggregate principal amount of the Senior Secured Notes. The redemption price of the Senior Secured Notes was 108.0% of the principal amount redeemed, plus $0.7 million of accrued and unpaid interest to the date of redemption. We used cash on hand to pay such accrued and unpaid interest. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $16.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $14.0 million in redemption premium and $2.7 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Secured Notes.

8.5% Senior Notes due 2019 (“2019 Senior Notes”)

At September 30, 2014, the outstanding principal amount of 2019 Senior Notes was $1,045.3 million, excluding $2.9 million in unamortized premium. The 2019 Senior Notes mature on April 1, 2019.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was September 5, 2014. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $22.1 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $2.2 million for the write-off of a portion of the unamortized deferred financing fees, a redemption premium of $10.0 million, and a make-whole interest payment of $10.6 million, partially offset by $0.7 million for the write-off of a portion of the unamortized premium.

On March 20, 2014, we repurchased and subsequently canceled $25.0 million aggregate principal amount of 2019 Senior Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms' length basis at a price of 109.75% of the principal amount. Cash on hand was used to fund the repurchase of $25.0 million aggregate principal amount, $2.4 million of repurchase premium and $1.0 million in accrued and unpaid interest to the date of repurchase. In connection

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with this repurchase, we recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.4 million in repurchase premium and $0.3 million for the write-off of a portion of the unamortized deferred financing costs related to the 2019 Senior Notes.

6.0% Senior Notes due 2022 ("2022 Senior Notes")

On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes. Fees of $8.0 million related to the 2022 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight line basis. The 2022 Senior Notes will mature on August 15, 2022.

CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior 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 2022 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness, and create liens. The 2022 Senior Notes do not contain any financial covenants.

12.535% Senior Subordinated Exchange Notes due 2017 (“Senior Subordinated Notes”)

At September 30, 2014, there were no outstanding Senior Subordinated Notes due 2017.

On May 9, 2014, we redeemed all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. Cash on hand was used to fund the redemption of $42.5 million aggregate principal amount, $1.8 million in redemption premium and $0.4 million in accrued and unpaid interest to the date of redemption. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $2.2 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $1.8 million in redemption premium and $0.4 million for the write-off of the remaining deferred financing costs related to the Senior Subordinated Notes.

On January 22, 2014 and February 21, 2014, we redeemed $30.0 million and $20.0 million aggregate principal amounts of Senior Subordinated Notes, respectively, at redemption prices that were 104.178% of the principal amounts redeemed. Cash on hand was used to fund the redemptions of $50.0 million aggregate principal amount, $2.1 million in redemption premiums and $1.9 million in aggregate accrued and unpaid interest to the dates of redemption. In connection with these redemptions, we recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.1 million in redemption premiums and $0.6 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

On October 18, 2013, we redeemed $155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. A combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO, in the amount of $56.0 million, was used to fund the redemption of $155.0 million aggregate principal amount, $6.5 million of redemption premium and $0.2 million in accrued and unpaid interest to the date of redemption. See Note 6 "Shareholders' Equity" to the accompanying unaudited interim consolidated financial statements for additional discussion of the underwriters' overallotment option. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $8.5 million in the consolidated statement of operations for the year ended December 31, 2013. This loss represented $6.5 million in redemption premium and $2.0 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

On August 1, 2013, we redeemed $324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. We used a portion of the net proceeds from the IPO to redeem $146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of $190.0 million under the Term Loan to redeem $178.0 million aggregate principal amount of Senior Subordinated Notes. We used cash on hand to pay $12.0 million of accrued and unpaid interest to the date of redemption. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $24.6 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $20.3 million in redemption premium and $4.3 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

On March 8, 2013, we redeemed $50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. Cash on hand was used to fund the redemption of $50.0 million aggregate principal amount, $3.1 million of redemption premium and $2.5 million in accrued and unpaid interest

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to the date of redemption. In connection with this redemption, we recorded a loss on extinguishment of long-term debt of $3.9 million in the consolidated statement of operations for the nine months ended September 30, 2013. This loss represented $3.1 million in redemption premium and $0.8 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

Inventory Financing Agreements

We have entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable-inventory financing on the accompanying consolidated balance sheets. We do not incur any interest expense associated with these agreements as balances are paid when they are due.

The following table presents the amounts included in accounts payable-inventory financing:

(in millions)	September 30, 2014		December 31, 2013
Revolving Loan inventory financing agreement	$	298.8	$	256.1
Other inventory financing agreements	0.9		0.5
Accounts payable-inventory financing	$	299.7	$	256.6

As described above in "Long-Term Debt and Financing Arrangements" and in Note 4, "Long-Term Debt" to the accompanying unaudited interim financial statements, we entered into a new senior secured asset-based revolving credit facility in June 2014, which incorporates the previous inventory floorplan sub-facility and, among other changes, removes the $400.0 million limit on the size of the floorplan sub-facility. In connection with the floorplan sub-facility, we maintain an inventory financing agreement on an unsecured basis with a financial intermediary to facilitate the purchase of inventory from a certain vendor (the “Revolving Loan inventory financing agreement”). Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing.

We also maintain other inventory financing agreements with financial intermediaries to facilitate the purchase of inventory from certain vendors. At September 30, 2014 and December 31, 2013, amounts owed under other inventory financing agreements of $0.9 million and $0.5 million, respectively, were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable.

Contractual Obligations

Other than as discussed above in “Long-Term Debt and Financing Arrangements,” there have been no material changes to our contractual obligations from those reported in our Annual Report on Form 10-K for the year ended December 31, 2013.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Commitments and Contingencies

We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, intellectual property, employment, tort and other litigation matters. We are also subject to audit by federal, state and local authorities, by various partners and customers, including government agencies, relating to purchases and sales under various contracts. In addition, we are subject to indemnification claims under various contracts. From time to time, certain of our customers file voluntary petitions for reorganization or liquidation under the U.S. bankruptcy laws. In such cases, certain pre-petition payments received by us could be considered preference items and subject to return to the bankruptcy administrator.

As of September 30, 2014, we do not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of

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these proceedings and matters are inherently unpredictable. As such, our financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

Critical Accounting Policies and Estimates

Our critical accounting policies have not changed from those reported in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2013.

Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2014-09, which clarifies the standard for recognizing revenue from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. The standard is effective for us for the first quarter of 2017 and early adoption is not permitted. The standard allows for either a full retrospective approach or a modified retrospective approach. Management is currently evaluating the impact that the update will have on our consolidated financial position, results of operations and cash flows.

Stock Compensation-Performance Share Awards

In June 2014, the FASB issued ASU 2014-12, which amended the standard on how to account for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Under the amended standard, a performance target that could be achieved after the requisite service period is required to be treated as a performance condition that affects the vesting of the award and should not be reflected in estimating the fair value of the award at the grant date. The amendment is effective for the first quarter of 2016 with early adoption permitted. We already account for performance shares utilizing the method outlined by ASU 2014-12 and we are not impacted by the new standard.

Going Concern

In August 2014, the FASB issued ASU 2014-15, which sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period, and provides principles for considering the mitigating effects of management’s plans. The standard is effective for us for the fourth quarter of 2016 with early adoption permitted. Management currently does not expect that this standard will have a material impact on our financial statements.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. We claim the protection of The Private Securities Litigation Reform Act of 1995 for all forward-looking statements in this report.

These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.

Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2013. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in the section entitled “Risk Factors” included elsewhere in this report as well as other cautionary statements that are made from time to time in our other SEC filings and

58

public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures of Market Risks” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. As of September 30, 2014, there had been no material change in this information.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See Note 10 “Commitments and Contingencies” to the accompanying unaudited interim consolidated financial statements.

Item 1A. Risk Factors

See “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2013. As of September 30, 2014, there had been no material change in this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

59

Item 6. Exhibits

Exhibit	Description
4.1	Indenture, dated as of August 5, 2014, by and among CDW LLC, CDW Finance Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee, previously filed as Exhibit 4.1 with CDW Corporation’s Form 8-K filed on August 6, 2014 and incorporated herein by reference.
4.2	Form of 6.00% Senior Note (included as Exhibit A to Exhibit 4.1), previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 6, 2014 and incorporated herein by reference.
10.1*	Withdrawal from Registration Agreement, dated as of August 27, 2014, by and among CDW Corporation, John A. Edwardson and Whispering Pine Capital LLC.
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.

________________

* Filed herewith

** These items are furnished and not filed.

60

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:	November 12, 2014	By:	/s/ Ann E. Ziegler
			Ann E. Ziegler
			Senior Vice President and Chief Financial Officer
			(Duly authorized officer and principal financial officer)

61

EX-10.1

Exhibit 10.1

WITHDRAWAL FROMREGISTRATION AGREEMENT

This Withdrawal (this "Withdrawal") from that certain Registration Agreement, dated as of October 12, 2007, by and among CDW Corporation (f/k/a VH Holdings, Inc.), a Delaware corporation ("CDW"), and the other parties thereto (as amended or restated from time to time, the "Registration Agreement"), is made and entered into as of August 27, 2014 by and among CDW, John A. Edwardson and Whispering Pines Capital LLC (collectively with John A. Edwardson, "Holder"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Agreement.

WHEREAS, Holder is an Other Securityholder as defined the Registration Agreement; and

WHEREAS, Holder desires to withdraw from being a party to the Registration Agreement and, in connection therewith, Holder and CDW desire to terminate all rights and obligations with respect to Holder under the Registration Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

I. Withdrawal; Termination of Rights and Obligations. Holder hereby withdraws from, and terminates his status as a party to, the Registration Agreement. Accordingly, upon execution of this Withdrawal and effective as of the date hereof, (i) Holder shall no longer be a party to the Registration Agreement and all rights and obligations of Holder thereunder shall be terminated, and (ii) none of CDW or any other party to the Registration Agreement shall have any further rights or obligations with respect to Holder under the Registration Agreement. Each of Holder and CDW hereby waives any rights it may have pursuant to the Registration Agreement that in any way conflict with or otherwise prohibit or restrict the withdrawal and termination contemplated hereby, including without limitation any notice requirements.

I. Governing Law. This Withdrawal shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

II. Counterparts. This Withdrawal may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

III. Descriptive Headings. The descriptive headings of this Withdrawal are inserted for convenience only and do not constitute a part of this Withdrawal.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Withdrawal as of the date set forth in the introductory paragraph hereof.

__/s/ John A. Edwardson__________

John A. Edwardson

Whispering Pines Capital LLC

By: __/s/ John A. Edwardson_________

Name: John A. Edwardson

Title: Manager

CDW Corporation

By: ___/s/ Christine A. Leahy__________

Name:    Christine A. Leahy

Title: Senior Vice President, General Counsel & Corporate Secretary

Acknowledged and Agreed:

MADISON DEARBORN CAPITAL PARTNERS

V-A, L.P.

By:    Madison Dearborn Partners V-A&C, L.P.

Its:    General Partner

By:    Madison Dearborn Partners, LLC

Its:    General Partner

By:    ___/s/ Robin P. Selati _______________

Name:    Robin P. Selati

Its:    Managing Director    

MADISON DEARBORN CAPITAL PARTNERS

V-C, L.P.

By:    Madison Dearborn Partners V-A&C, L.P.

Its:    General Partner

By:    Madison Dearborn Partners, LLC

Its:    General Partner

By:    ___/s/ Robin P. Selati _______________

Name:    Robin P. Selati

Its:    Managing Director

MADISON DEARBORN CAPITAL PARTNERS

V EXECUTIVE-A, L.P.

By:    Madison Dearborn Partners V-A&C, L.P.

Its:    General Partner

By:    Madison Dearborn Partners, LLC

Its:    General Partner

By:    ___/s/ Robin P. Selati _______________

Name:    Robin P. Selati

Its:    Managing Director

Acknowledged and Agreed:

PROVIDENCE EQUITY PARTNERS VI, L.P.

By:    Providence Equity GP VI L.P.

Its:    General Partner

By:    Providence Equity Partners VI LLC

Its:    General Partner

By:    ___/s/ Robert S. Hull_________________

Name:     Robert S. Hull

Its:    Authorized Signatory

PROVIDENCE EQUITY PARTNERS VI-A, L.P.

By:    Providence Equity GP VI L.P.

Its:    General Partner

By:    Providence Equity Partners VI LLC

Its:    General Partner

By:    ___/s/ Robert S. Hull_________________

Name:     Robert S. Hull

Its:    Authorized Signatory

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Thomas E. Richards, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CDW Corporation (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Thomas E. Richards

Thomas E. Richards

Chairman and Chief Executive Officer

CDW Corporation

November 12, 2014

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934

I, Ann E. Ziegler, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CDW Corporation (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Ann E. Ziegler

Ann E. Ziegler

Senior Vice President and Chief Financial Officer

CDW Corporation

November 12, 2014

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63

OF TITLE 18 OF THE UNITED STATES CODE

I, Thomas E. Richards, the chief executive officer of CDW Corporation (“CDW”), certify that (i) the Quarterly Report on Form 10-Q for the three months ended September 30, 2014 (the “10-Q”) of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the 10-Q fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Thomas E. Richards

Thomas E. Richards

Chairman and Chief Executive Officer

CDW Corporation

November 12, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63

OF TITLE 18 OF THE UNITED STATES CODE

I, Ann E. Ziegler, the chief financial officer of CDW Corporation (“CDW”), certify that (i) the Quarterly Report on Form 10-Q for the three months ended September 30, 2014 (the “10-Q”) of CDW fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the 10-Q fairly presents, in all material respects, the financial condition and results of operations of CDW.

/s/ Ann E. Ziegler

Ann E. Ziegler

Senior Vice President and Chief Financial Officer

CDW Corporation

November 12, 2014

XML

Shareholders Equity (Details) (USD $)	1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended		9 Months Ended	3 Months Ended						12 Months Ended		3 Months Ended			12 Months Ended		1 Months Ended
	Jun. 30, 2013	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Jul. 02, 2013	Sep. 30, 2014 Coworker Stock Purchase Plan [Member]	Sep. 30, 2014 Secondary offering over-allotment [Member]		Jun. 30, 2014 Secondary offering over-allotment [Member]		Mar. 31, 2014 Secondary offering over-allotment [Member]		Dec. 31, 2013 Secondary offering over-allotment [Member]		Sep. 30, 2014 Secondary Offering [Member]	Jun. 30, 2014 Secondary Offering [Member]	Mar. 31, 2014 Secondary Offering [Member]	Dec. 31, 2013 Secondary Offering [Member]	Dec. 31, 2013 IPO Over-allotment [Member]	Jul. 31, 2013 IPO [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date						5.00%
Allocated Share-based Compensation Expense		$ 3,900,000			$ 40,300,000		$ 44,300,000			$ 0.0
Stock Issued During Period, Shares, New Issues																							3,487,500	23,250,000
Share Price									$ 17.00
Proceeds from Issuance Initial Public Offering								424,700,000
Shares sold by certain selling stockholders											0	[1],[2]	2,250,000	[1]	1,500,000	[1]	2,250,000	[1]	15,000,000	15,000,000	10,000,000	15,000,000
Secondary-offering related expenses		300,000	500,000	400,000		1,200,000	0	600,000
Proceeds from shares sold by certain selling stockholders		$ 0						$ 0
Stockholders' Equity Note, Stock Split, Conversion Ratio	143.0299613
Common shares, par value		$ 0.01				$ 0.01		$ 0.01

[1] Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted.

[2] The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering.

XML

Supplemental Guarantor Information -Condensed Consolidating Statements of Comprehensive Income (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	$ 50.4	$ (0.2)	$ 187.7	$ 69.1
Parent Guarantor [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	50.4	(0.2)	187.7	69.1
Subsidiary Issuer [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	50.4	15.0	187.7	84.2
Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	129.0	84.9	358.8	284.3
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	(1.2)	4.2	5.6	4.5
Co-Issuer [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	0	0	0	0
Consolidating Adjustments [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	(178.2)	(104.1)	(552.1)	(373.0)
Consolidated [Member]
Supplemental Guarantor Information [Line Items]
Comprehensive income (loss)	$ 50.4	$ (0.2)	$ 187.7	$ 69.1

XML

Supplemental Guarantor Information -Condensed Consolidating Balance Sheets (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2013	Dec. 31, 2012
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	$ 357.8	$ 188.1	$ 350.2	$ 37.9
Accounts receivable, net of allowance for doubtful accounts	1,473.2	1,451.0
Merchandise inventory	423.5	382.0
Miscellaneous receivables	175.4	146.3
Prepaid expenses and other	86.3	46.1
Total current assets	2,516.2	2,213.5
Property and equipment, net	131.7	131.1
Goodwill	2,218.6	2,220.3
Other intangible assets, net	1,207.0	1,328.0
Deferred financing costs, net	31.8	30.1
Other assets	2.1	1.6
Total assets	6,107.4	5,924.6
Accounts payable-trade	777.9	662.8
Accounts payable-inventory financing	299.7	256.6
Current maturities of long-term debt	15.4	45.4
Deferred revenue	102.3	94.8
Total current liabilities	1,527.6	1,402.6
Debt	3,146.3	3,205.8
Deferred income taxes	495.4	563.5
Other liabilities	44.1	41.0
Total long-term liabilities	3,685.8	3,810.3
Total shareholders' equity (deficit)	894.0	711.7
Total liabilities and shareholders' equity (deficit)	6,107.4	5,924.6
Parent Guarantor [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net of allowance for doubtful accounts	0	0
Merchandise inventory	0	0
Miscellaneous receivables	0	0
Prepaid expenses and other	0	0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Deferred financing costs, net	0	0
Other assets	4.4	4.9
Investment from and advances to subsidiaries	889.6	706.8
Total assets	894.0	711.7
Accounts payable-trade	0	0
Accounts payable-inventory financing	0	0
Current maturities of long-term debt	0	0
Deferred revenue	0	0
Accrued Expenses	0	0
Total current liabilities	0	0
Debt	0	0
Deferred income taxes	0	0
Other liabilities	0	0
Total long-term liabilities	0	0
Total shareholders' equity (deficit)	894.0	711.7
Total liabilities and shareholders' equity (deficit)	894.0	711.7
Subsidiary Issuer [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	340.0	196.5	329.4	48.0
Accounts receivable, net of allowance for doubtful accounts	0	0
Merchandise inventory	0	0
Miscellaneous receivables	58.8	49.9
Prepaid expenses and other	16.5	10.7
Total current assets	415.3	257.1
Property and equipment, net	74.3	69.7
Goodwill	751.9	751.9
Other intangible assets, net	322.8	338.5
Deferred financing costs, net	31.8	30.1
Other assets	2.1	1.4
Investment from and advances to subsidiaries	2,826.3	2,909.4
Total assets	4,424.5	4,358.1
Accounts payable-trade	18.6	21.4
Accounts payable-inventory financing	0	0
Current maturities of long-term debt	15.4	45.4
Deferred revenue	0	0
Accrued Expenses	160.0	163.5
Total current liabilities	194.0	230.3
Debt	3,146.3	3,205.8
Deferred income taxes	153.9	178.3
Other liabilities	40.7	36.9
Total long-term liabilities	3,340.9	3,421.0
Total shareholders' equity (deficit)	889.6	706.8
Total liabilities and shareholders' equity (deficit)	4,424.5	4,358.1
Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net of allowance for doubtful accounts	1,410.1	1,375.9
Merchandise inventory	419.7	378.9
Miscellaneous receivables	110.8	91.0
Prepaid expenses and other	67.5	33.4
Total current assets	2,008.1	1,879.2
Property and equipment, net	56.1	59.6
Goodwill	1,439.0	1,439.0
Other intangible assets, net	878.5	982.8
Deferred financing costs, net	0	0
Other assets	0	0.1
Investment from and advances to subsidiaries	0	0
Total assets	4,381.7	4,360.7
Accounts payable-trade	748.5	637.3
Accounts payable-inventory financing	299.7	256.6
Current maturities of long-term debt	0	0
Deferred revenue	99.2	89.9
Accrued Expenses	165.6	175.1
Total current liabilities	1,313.0	1,158.9
Debt	0	0
Deferred income taxes	344.4	388.4
Other liabilities	3.6	3.6
Total long-term liabilities	348.0	392.0
Total shareholders' equity (deficit)	2,720.7	2,809.8
Total liabilities and shareholders' equity (deficit)	4,381.7	4,360.7
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	30.5	14.0	27.7	9.8
Accounts receivable, net of allowance for doubtful accounts	63.1	75.1
Merchandise inventory	3.8	3.1
Miscellaneous receivables	5.8	5.4
Prepaid expenses and other	3.3	5.1
Total current assets	106.5	102.7
Property and equipment, net	1.3	1.8
Goodwill	27.7	29.4
Other intangible assets, net	5.7	6.7
Deferred financing costs, net	0	0
Other assets	1.4	0.9
Investment from and advances to subsidiaries	0	0
Total assets	142.6	141.5
Accounts payable-trade	23.5	26.5
Accounts payable-inventory financing	0	0
Current maturities of long-term debt	0	0
Deferred revenue	3.1	4.9
Accrued Expenses	7.7	7.5
Total current liabilities	34.3	38.9
Debt	0	0
Deferred income taxes	1.5	1.6
Other liabilities	1.2	1.4
Total long-term liabilities	2.7	3.0
Total shareholders' equity (deficit)	105.6	99.6
Total liabilities and shareholders' equity (deficit)	142.6	141.5
Co-Issuer [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	0	0	0	0
Accounts receivable, net of allowance for doubtful accounts	0	0
Merchandise inventory	0	0
Miscellaneous receivables	0	0
Prepaid expenses and other	0	0
Total current assets	0	0
Property and equipment, net	0	0
Goodwill	0	0
Other intangible assets, net	0	0
Deferred financing costs, net	0	0
Other assets	0	0
Investment from and advances to subsidiaries	0	0
Total assets	0	0
Accounts payable-trade	0	0
Accounts payable-inventory financing	0	0
Current maturities of long-term debt	0	0
Deferred revenue	0	0
Accrued Expenses	0	0
Total current liabilities	0	0
Debt	0	0
Deferred income taxes	0	0
Other liabilities	0	0
Total long-term liabilities	0	0
Total shareholders' equity (deficit)	0	0
Total liabilities and shareholders' equity (deficit)	0	0
Consolidating Adjustments [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	(12.7)	(22.4)	(6.9)	(19.9)
Accounts receivable, net of allowance for doubtful accounts	0	0
Merchandise inventory	0	0
Miscellaneous receivables	0	0
Prepaid expenses and other	(1.0)	(3.1)
Total current assets	(13.7)	(25.5)
Property and equipment, net		0
Goodwill	0	0
Other intangible assets, net	0	0
Deferred financing costs, net	0	0
Other assets	(5.8)	(5.7)
Investment from and advances to subsidiaries	(3,715.9)	(3,616.2)
Total assets	(3,735.4)	(3,647.4)
Accounts payable-trade	(12.7)	(22.4)
Accounts payable-inventory financing	0	0
Current maturities of long-term debt	0	0
Deferred revenue	0	0
Accrued Expenses	(1.0)	(3.1)
Total current liabilities	(13.7)	(25.5)
Debt	0	0
Deferred income taxes	(4.4)	(4.8)
Other liabilities	(1.4)	(0.9)
Total long-term liabilities	(5.8)	(5.7)
Total shareholders' equity (deficit)	(3,715.9)	(3,616.2)
Total liabilities and shareholders' equity (deficit)	(3,735.4)	(3,647.4)
Consolidated [Member]
Supplemental Guarantor Information [Line Items]
Cash and cash equivalents	357.8	188.1	350.2	37.9
Accounts receivable, net of allowance for doubtful accounts	1,473.2	1,451.0
Merchandise inventory	423.5	382.0
Miscellaneous receivables	175.4	146.3
Prepaid expenses and other	86.3	46.1
Total current assets	2,516.2	2,213.5
Property and equipment, net	131.7	131.1
Goodwill	2,218.6	2,220.3
Other intangible assets, net	1,207.0	1,328.0
Deferred financing costs, net	31.8	30.1
Other assets	2.1	1.6
Investment from and advances to subsidiaries	0	0
Total assets	6,107.4	5,924.6
Accounts payable-trade	777.9	662.8
Accounts payable-inventory financing	299.7	256.6
Current maturities of long-term debt	15.4	45.4
Deferred revenue	102.3	94.8
Accrued Expenses	332.3	343.0
Total current liabilities	1,527.6	1,402.6
Debt	3,146.3	3,205.8
Deferred income taxes	495.4	563.5
Other liabilities	44.1	41.0
Total long-term liabilities	3,685.8	3,810.3
Total shareholders' equity (deficit)	894.0	711.7
Total liabilities and shareholders' equity (deficit)	$ 6,107.4	$ 5,924.6

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Long-Term Debt -Interest Rate Caps (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Cap agreement effective January 14, 2013-2015 [Member]	Dec. 31, 2013 Cap agreement effective January 14, 2013-2015 [Member]	Sep. 30, 2014 Cap agreement effective January 14, 2015-2017 [Member]	Sep. 30, 2014 Interest Rate Cap Purchased During 2011 [Member]	Sep. 30, 2014 Interest Rate Cap Purchased During 2012 [Member]	Sep. 30, 2014 Interest rate cap purchased during 2014 [Member]
Derivative [Line Items]
Derivative, Notional Amount			$ 1,150.0			$ 500.0	$ 650.0	$ 250.0
Interest rate cap agreements premiums paid	0.7	0
Interest Rate Cap, cap rate						3.50%	1.50%	2.00%
Interest Rate Cap, fair value			$ 0	$ 0	$ 0.6

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Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2014

Equity-Based Compensation [Abstract]

Schedule of Stock Options Roll Forward [Table Text Block]

The following table sets forth a summary of the Company's stock option activity for the nine months ended September 30, 2014:

Options	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2014	1,280,255		$	17.00
Granted	1,244,386		$	24.39
Forfeited/Expired	(9,264	)	$	24.29
Exercised	(63,432	)	$	17.00		$	0.8
Outstanding at September 30, 2014	2,451,945		$	20.72	8.6	$	25.3
Vested at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Exercisable at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Expected to vest at September 30, 2014	1,874,216		$	21.75	8.8	$	17.4

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The assumptions used to value the stock options granted during the nine months ended September 30, 2014 are presented below.

Assumptions	Nine Months Ended September 30, 2014
Weighted-average grant date fair value	$	7.23
Weighted-average volatility (1)	30.00		%
Weighted-average risk-free rate (2)	1.77		%
Dividend yield	0.70		%
Expected term (in years) (3)	6.0

(1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage.

(2) Based on a composite U.S. Treasury rate.

(3) The expected term is calculated using the simplified method. The simplified method defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term.

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

The following table sets forth a summary of the Company's restricted stock unit activity for the nine months ended September 30, 2014:

	Number of Units		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014	1,351,572		$	17.04
Granted	25,844		24.29
Vested/Settled	(1,528	)	17.00
Forfeited	(101,069	)	17.00
Nonvested at September 30, 2014	1,274,819		$	17.18

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Supplemental Guarantor Information Guarantor (Details) (USD $)	Sep. 30, 2014 Subordinated Debt [Member]	May 09, 2014 Subordinated Debt [Member]	Mar. 31, 2014 Subordinated Debt [Member]	Feb. 21, 2014 Subordinated Debt [Member]	Jan. 22, 2014 Subordinated Debt [Member]	Dec. 31, 2013 Subordinated Debt [Member]	Oct. 18, 2013 Subordinated Debt [Member]	Aug. 01, 2013 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Mar. 10, 2010 Subordinated Debt [Member]	Aug. 05, 2014 Senior Notes [Member]	Sep. 30, 2014 Senior Secured Notes, due 2018 [Member]	Aug. 05, 2014 Senior Secured Notes, due 2018 [Member]	Dec. 31, 2013 Senior Secured Notes, due 2018 [Member]	Jul. 02, 2013 Senior Secured Notes, due 2018 [Member]	Sep. 30, 2014 Senior notes due 2019 [Member]	Aug. 05, 2014 Senior notes due 2019 [Member]	Mar. 20, 2014 Senior notes due 2019 [Member]	Dec. 31, 2013 Senior notes due 2019 [Member]
Debt Instrument [Line Items]
Debt Instrument, Repurchased Face Amount		$ 42,500,000	$ 50,000,000	$ 20,000,000	$ 30,000,000		$ 155,000,000	$ 324,000,000	$ 50,000,000	$ 28,500,000			$ 325,000,000		$ 175,000,000		$ 234,700,000	$ 25,000,000
Debt, short-term and long-term	0					92,500,000					600,000,000	0		325,000,000		1,045,300,000			1,305,000,000
Long-term Debt, stated interest rate	12.535%											8.00%				8.50%
Debt Instrument, Repurchase Amount																	$ 234,700,000

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Equity-Based Compensation (Details) (USD $)	3 Months Ended		9 Months Ended			9 Months Ended	12 Months Ended	9 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Sep. 30, 2014 Restricted Stock [Member]	Dec. 31, 2013 Restricted Stock [Member]	Sep. 30, 2014 Restricted Stock Units (RSUs) [Member]	Dec. 31, 2013 Restricted Stock Units (RSUs) [Member]	Sep. 30, 2014 Employee Stock Option [Member]		Sep. 30, 2014 Performance Shares [Member]	Sep. 30, 2014 Performance Shares [Member] Minimum [Member]	Sep. 30, 2014 Performance Shares [Member] Maximum [Member]
Equity-Based Compensation Plan Activity [Line Items]
Allocated Share-based Compensation Expense	$ 3,900,000	$ 40,300,000		$ 44,300,000
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost				36,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period										3 years 0 months 0 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance			1,280,255
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			1,244,386
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period			(9,264)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period			(63,432)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	2,451,945		2,451,945
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Outstanding, Number	524,824		524,824
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	524,824		524,824
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	1,874,216		1,874,216
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 20.72		$ 20.72		$ 17.00
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 24.39
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price			$ 24.29
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price			$ 17.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Outstanding, Weighted Average Exercise Price	$ 17.00		$ 17.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 17.00		$ 17.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 21.75		$ 21.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term			8 years 6 months 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Outstanding, Weighted Average Remaining Contractual Term			7 years 5 months 21 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term			7 years 5 months 21 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term			8 years 10 months 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value			800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	25,300,000		25,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Outstanding, Aggregate Intrinsic Value	7,400,000		7,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	7,400,000		7,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	17,400,000		17,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value										$ 7.23
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate										30.00%	[1]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate										1.77%	[2]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate										0.70%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term										6 years 0 months	[3]
Restricted Stock Unit, Plan Activity [Roll Forward]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, RSU Beginning Balance								1,351,572
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period							3,798,508	25,844				416,590
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period						(1,737,866)		(1,528)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period						(7,122)		(101,069)				(3,100)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, RSU Ending Balance						847,045		1,274,819				413,490
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value								$ 17.18	$ 17.04
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value								$ 24.29				$ 24.39
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value								$ 17.00
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value								$ 17.00				$ 24.29
Percentage of shares expected to vest													0.00%	200.00%
Equity-based compensation expense, not yet recognized	$ 30,300,000		$ 30,300,000
Equity-based compensation expense, not yet recognized, period for recognition	2 years 5 months 25 days

[1] Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage.

[2] Based on a composite U.S. Treasury rate.

[3] The expected term is calculated using the simplified method. The simplified method defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term.

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Long-Term Debt -Fair Value of Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014		Dec. 31, 2013	Jul. 31, 2013	Apr. 29, 2013
Term Loan [Member]
Fair Value [Line Items]
Long-term Debt, Weighted Average Interest Rate	3.25%	[1]
Debt, short-term and long-term	$ 1,517.4		$ 1,528.9
Discount, Unamortized	3.9		4.4	1.4	3.4
Senior notes due 2019 [Member]
Fair Value [Line Items]
Long-term Debt, Weighted Average Interest Rate	8.50%	[1]
Debt, short-term and long-term	1,045.3		1,305.0
Premium, unamortized	2.9		4.2
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value [Line Items]
Debt, short-term and long-term	3,162.7
Fair Value, Inputs, Level 2 [Member]
Fair Value [Line Items]
Long-term Debt, fair value disclosures	$ 3,213.3

[1] Interest rate at September 30, 2014

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Supplemental Guarantor Information -Consolidating Statements of Operations (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Supplemental Guarantor Information [Line Items]
Net Sales	$ 3,266.1	$ 2,864.3	$ 9,024.4	$ 8,055.3
Cost of sales	2,758.8	2,405.9	7,595.0	6,743.3
Gross Profit	507.3	458.4	1,429.4	1,312.0
Selling and administrative expenses	285.4	332.4	820.2	850.3
Advertising expense	37.2	33.1	100.5	95.1
Income from operations	184.7	92.9	508.7	366.6
Interest Income (Expense), Net	50.1	56.2	148.7	198.6
Net loss on extinguishments of long-term debt	(45.8)	(41.3)	(53.8)	(55.5)
Other income (loss), net	0.7	(0.2)	1.4	0.4
Income (loss) before income taxes	89.5	(4.8)	307.6	112.9
Income Tax Expense (Benefit)	(33.9)	2.6	(114.5)	(40.1)
Net income (loss)	55.6	(2.2)	193.1	72.8
Parent Guarantor [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	0	0	0	0
Cost of sales	0	0	0	0
Gross Profit	0	0	0	0
Selling and administrative expenses	0	24.4	0	24.4
Advertising expense	0	0	0	0
Income from operations	0	(24.4)	0	(24.4)
Interest Income (Expense), Net	0	0	0	0
Net loss on extinguishments of long-term debt	0	0	0	0
Management Fee Income (Expense)	0	0	0	0
Other income (loss), net	0	0	0	0
Income (loss) before income taxes	0	(24.4)	0	(24.4)
Income Tax Expense (Benefit)	0	9.2	0	9.2
Income (Loss) before equity in earnings (loss) of subsidiaries	0	(15.2)	0	(15.2)
Equity in Earnings (Loss) of Subsidiaries	55.6	13.0	193.1	88.0
Net income (loss)	55.6	(2.2)	193.1	72.8
Subsidiary Issuer [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	0	0	0	0
Cost of sales	0	0	0	0
Gross Profit	0	0	0	0
Selling and administrative expenses	28.3	20.6	82.0	73.9
Advertising expense	0	0	0	0
Income from operations	(28.3)	(20.6)	(82.0)	(73.9)
Interest Income (Expense), Net	(50.2)	(56.4)	(149.0)	(199.0)
Net loss on extinguishments of long-term debt	(45.8)	(41.3)	(53.8)	(55.5)
Management Fee Income (Expense)	0.9	1.0	2.9	3.4
Other income (loss), net	0	(0.4)	0.1	(0.5)
Income (loss) before income taxes	(123.4)	(117.7)	(281.8)	(325.5)
Income Tax Expense (Benefit)	46.0	43.6	105.1	121.0
Income (Loss) before equity in earnings (loss) of subsidiaries	(77.4)	(74.1)	(176.7)	(204.5)
Equity in Earnings (Loss) of Subsidiaries	133.0	87.1	369.8	292.5
Net income (loss)	55.6	13.0	193.1	88.0
Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	3,140.6	2,753.4	8,631.7	7,705.2
Cost of sales	2,648.8	2,309.0	7,248.7	6,436.5
Gross Profit	491.8	444.4	1,383.0	1,268.7
Selling and administrative expenses	248.7	278.6	712.3	725.4
Advertising expense	36.4	31.9	97.8	92.0
Income from operations	206.7	133.9	572.9	451.3
Interest Income (Expense), Net	0.1	0.2	0.1	0.2
Net loss on extinguishments of long-term debt	0	0	0	0
Management Fee Income (Expense)	0	0	0	0
Other income (loss), net	0.6	0.2	1.4	0.6
Income (loss) before income taxes	207.4	134.3	574.4	452.1
Income Tax Expense (Benefit)	(78.4)	(49.4)	(215.6)	(167.8)
Income (Loss) before equity in earnings (loss) of subsidiaries	129.0	84.9	358.8	284.3
Equity in Earnings (Loss) of Subsidiaries	0	0	0	0
Net income (loss)	129.0	84.9	358.8	284.3
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	125.5	110.9	392.7	350.1
Cost of sales	110.0	96.9	346.3	306.8
Gross Profit	15.5	14.0	46.4	43.3
Selling and administrative expenses	8.4	8.8	25.9	26.6
Advertising expense	0.8	1.2	2.7	3.1
Income from operations	6.3	4.0	17.8	13.6
Interest Income (Expense), Net	0	0	0.2	0.2
Net loss on extinguishments of long-term debt	0	0	0	0
Management Fee Income (Expense)	(0.9)	(1.0)	(2.9)	(3.4)
Other income (loss), net	0.1	0	(0.1)	0.3
Income (loss) before income taxes	5.5	3.0	15.0	10.7
Income Tax Expense (Benefit)	(1.5)	(0.8)	(4.0)	(2.5)
Income (Loss) before equity in earnings (loss) of subsidiaries	4.0	2.2	11.0	8.2
Equity in Earnings (Loss) of Subsidiaries	0	0	0	0
Net income (loss)	4.0	2.2	11.0	8.2
Co-Issuer [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	0	0	0	0
Cost of sales	0	0	0	0
Gross Profit	0	0	0	0
Selling and administrative expenses	0	0	0	0
Advertising expense	0	0	0	0
Income from operations	0	0	0	0
Interest Income (Expense), Net	0	0	0	0
Net loss on extinguishments of long-term debt	0	0	0	0
Management Fee Income (Expense)	0	0	0	0
Other income (loss), net	0	0	0	0
Income (loss) before income taxes	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Income (Loss) before equity in earnings (loss) of subsidiaries	0	0	0	0
Equity in Earnings (Loss) of Subsidiaries	0	0	0	0
Net income (loss)	0	0	0	0
Consolidating Adjustments [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	0	0	0	0
Cost of sales	0	0	0	0
Gross Profit	0	0	0	0
Selling and administrative expenses	0	0	0	0
Advertising expense	0	0	0	0
Income from operations	0	0	0	0
Interest Income (Expense), Net	0	0	0	0
Net loss on extinguishments of long-term debt	0	0	0	0
Management Fee Income (Expense)	0	0	0	0
Other income (loss), net	0	0	0	0
Income (loss) before income taxes	0	0	0	0
Income Tax Expense (Benefit)	0	0	0	0
Income (Loss) before equity in earnings (loss) of subsidiaries	0	0	0	0
Equity in Earnings (Loss) of Subsidiaries	(188.6)	(100.1)	(562.9)	(380.5)
Net income (loss)	(188.6)	(100.1)	(562.9)	(380.5)
Consolidated [Member]
Supplemental Guarantor Information [Line Items]
Net Sales	3,266.1	2,864.3	9,024.4	8,055.3
Cost of sales	2,758.8	2,405.9	7,595.0	6,743.3
Gross Profit	507.3	458.4	1,429.4	1,312.0
Selling and administrative expenses	285.4	332.4	820.2	850.3
Advertising expense	37.2	33.1	100.5	95.1
Income from operations	184.7	92.9	508.7	366.6
Interest Income (Expense), Net	(50.1)	(56.2)	(148.7)	(198.6)
Net loss on extinguishments of long-term debt	(45.8)	(41.3)	(53.8)	(55.5)
Management Fee Income (Expense)	0	0	0	0
Other income (loss), net	0.7	(0.2)	1.4	0.4
Income (loss) before income taxes	89.5	(4.8)	307.6	112.9
Income Tax Expense (Benefit)	(33.9)	2.6	(114.5)	(40.1)
Income (Loss) before equity in earnings (loss) of subsidiaries	55.6	(2.2)	193.1	72.8
Equity in Earnings (Loss) of Subsidiaries	0	0	0	0
Net income (loss)	$ 55.6	$ (2.2)	$ 193.1	$ 72.8

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Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2014

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2014-09, which clarifies the standard for recognizing revenue from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. The standard is effective for the Company for the first quarter of 2017 and early adoption is not permitted. The standard allows for either a full retrospective approach or a modified retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial position, results of operations and cash flows.

Stock Compensation-Performance Share Awards

In June 2014, the FASB issued ASU 2014-12, which amended the standard on how to account for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Under the amended standard, a performance target that could be achieved after the requisite service period is required to be treated as a performance condition that affects the vesting of the award and should not be reflected in estimating the fair value of the award at the grant date. The amendment is effective for the first quarter of 2016 with early adoption permitted. The Company already accounts for performance shares utilizing the method outlined by ASU 2014-12 and is not impacted by the new standard.

Going Concern

In August 2014, the FASB issued ASU 2014-15, which sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period, and provides principles for considering the mitigating effects of management’s plans. The standard is effective for the Company for the fourth quarter of 2016 with early adoption permitted. The Company currently does not expect that this standard will have a material impact on its financial statements.

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Earnings per Share (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
Weighted Average Shares - Basic	170.9	166.8	170.2	152.5
Effect of dilutive securities	2.1	0	2.5	1.8
Weighted Average Shares - Diluted	173.0	166.8	172.7	154.3
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		6.3		0.1

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Inventory Financing Agreements (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Inventory Financing Agreements [Line Items]
Accounts payable-inventory financing	$ 299.7	$ 256.6
Accounts Payable, Inventory Financing [Member]
Inventory Financing Agreements [Line Items]
Revolving Loan inventory financing agreement	298.8	256.1
Other inventory financing agreements	0.9	0.5
Accounts payable-inventory financing	299.7	256.6
Previous Revolving Credit Facility [Member] | Accounts Payable, Inventory Financing [Member]
Inventory Financing Agreements [Line Items]
Floorplan sub-facility	$ 400.0

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Supplemental Guarantor Information (Tables)

9 Months Ended

Sep. 30, 2014

Supplemental Guarantor Information [Abstract]

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheet
December 31, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	196.5	$	—	$	14.0	$	—	$	(22.4	)	$	188.1
Accounts receivable, net	—		—		1,375.9		75.1		—		—			1,451.0
Merchandise inventory	—		—		378.9		3.1		—		—			382.0
Miscellaneous receivables	—		49.9		91.0		5.4		—		—			146.3
Prepaid expenses and other	—		10.7		33.4		5.1		—		(3.1		)	46.1
Total current assets	—		257.1		1,879.2		102.7		—		(25.5		)	2,213.5
Property and equipment, net	—		69.7		59.6		1.8		—		—			131.1
Goodwill	—		751.9		1,439.0		29.4		—		—			2,220.3
Other intangible assets, net	—		338.5		982.8		6.7		—		—			1,328.0
Deferred financing costs, net	—		30.1		—		—		—		—			30.1
Other assets	4.9		1.4		0.1		0.9		—		(5.7		)	1.6
Investment in and advances to subsidiaries	706.8		2,909.4		—		—		—		(3,616.2		)	—
Total assets	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable-trade	$	—	$	21.4	$	637.3	$	26.5	$	—	$	(22.4	)	$	662.8
Accounts payable-inventory financing	—		—		256.6		—		—		—			256.6
Current maturities of long-term debt	—		45.4		—		—		—		—			45.4
Deferred revenue	—		—		89.9		4.9		—		—			94.8
Accrued expenses	—		163.5		175.1		7.5		—		(3.1		)	343.0
Total current liabilities	—		230.3		1,158.9		38.9		—		(25.5		)	1,402.6
Long-term liabilities:
Debt	—		3,205.8		—		—		—		—			3,205.8
Deferred income taxes	—		178.3		388.4		1.6		—		(4.8		)	563.5
Other liabilities	—		36.9		3.6		1.4		—		(0.9		)	41.0
Total long-term liabilities	—		3,421.0		392.0		3.0		—		(5.7		)	3,810.3
Total shareholders’ equity	711.7		706.8		2,809.8		99.6		—		(3,616.2		)	711.7
Total liabilities and shareholders' equity	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6

Condensed Consolidating Balance Sheet
September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	340.0	$	—	$	30.5	$	—	$	(12.7	)	$	357.8
Accounts receivable, net	—		—		1,410.1		63.1		—		—			1,473.2
Merchandise inventory	—		—		419.7		3.8		—		—			423.5
Miscellaneous receivables	—		58.8		110.8		5.8		—		—			175.4
Prepaid expenses and other	—		16.5		67.5		3.3		—		(1.0		)	86.3
Total current assets	—		415.3		2,008.1		106.5		—		(13.7		)	2,516.2
Property and equipment, net	—		74.3		56.1		1.3		—		—			131.7
Goodwill	—		751.9		1,439.0		27.7		—		—			2,218.6
Other intangible assets, net	—		322.8		878.5		5.7		—		—			1,207.0
Deferred financing costs, net	—		31.8		—		—		—		—			31.8
Other assets	4.4		2.1		—		1.4		—		(5.8		)	2.1
Investment in and advances to subsidiaries	889.6		2,826.3		—		—		—		(3,715.9		)	—
Total assets	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable—trade	$	—	$	18.6	$	748.5	$	23.5	$	—	$	(12.7	)	$	777.9
Accounts payable—inventory financing	—		—		299.7		—		—		—			299.7
Current maturities of long-term debt	—		15.4		—		—		—		—			15.4
Deferred revenue	—		—		99.2		3.1		—		—			102.3
Accrued expenses	—		160.0		165.6		7.7		—		(1.0		)	332.3
Total current liabilities	—		194.0		1,313.0		34.3		—		(13.7		)	1,527.6
Long-term liabilities:
Debt	—		3,146.3		—		—		—		—			3,146.3
Deferred income taxes	—		153.9		344.4		1.5		—		(4.4		)	495.4
Other liabilities	—		40.7		3.6		1.2		—		(1.4		)	44.1
Total long-term liabilities	—		3,340.9		348.0		2.7		—		(5.8		)	3,685.8
Total shareholders’ equity	894.0		889.6		2,720.7		105.6		—		(3,715.9		)	894.0
Total liabilities and shareholders’ equity	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4

Consolidating Statements of Operations

Consolidating Statement of Operations
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	7,705.2		$	350.1		$	—	$	—		$	8,055.3
Cost of sales	—			—			6,436.5			306.8			—		—			6,743.3
Gross profit	—			—			1,268.7			43.3			—		—			1,312.0
Selling and administrative expenses	24.4			73.9			725.4			26.6			—		—			850.3
Advertising expense	—			—			92.0			3.1			—		—			95.1
(Loss) income from operations	(24.4		)	(73.9		)	451.3			13.6			—		—			366.6
Interest (expense) income, net	—			(199.0		)	0.2			0.2			—		—			(198.6		)
Net loss on extinguishments of long-term debt	—			(55.5		)	—			—			—		—			(55.5		)
Management fee	—			3.4			—			(3.4		)	—		—			—
Other (expense) income, net	—			(0.5		)	0.6			0.3			—		—			0.4
(Loss) income before income taxes	(24.4		)	(325.5		)	452.1			10.7			—		—			112.9
Income tax benefit (expense)	9.2			121.0			(167.8		)	(2.5		)	—		—			(40.1		)
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(204.5		)	284.3			8.2			—		—			72.8
Equity in earnings of subsidiaries	88.0			292.5			—			—			—		(380.5		)	—
Net income	$	72.8		$	88.0		$	284.3		$	8.2		$	—	$	(380.5	)	$	72.8

Consolidating Statement of Operations
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	3,140.6		$	125.5		$	—	$	—		$	3,266.1
Cost of sales	—		—			2,648.8			110.0			—		—			2,758.8
Gross profit	—		—			491.8			15.5			—		—			507.3
Selling and administrative expenses	—		28.3			248.7			8.4			—		—			285.4
Advertising expense	—		—			36.4			0.8			—		—			37.2
(Loss) income from operations	—		(28.3		)	206.7			6.3			—		—			184.7
Interest (expense) income, net	—		(50.2		)	0.1			—			—		—			(50.1		)
Net loss on extinguishments of long-term debt	—		(45.8		)	—			—			—		—			(45.8		)
Management fee	—		0.9			—			(0.9		)	—		—			—
Other income (expense), net	—		—			0.6			0.1			—		—			0.7
(Loss) income before income taxes	—		(123.4		)	207.4			5.5			—		—			89.5
Income tax benefit (expense)	—		46.0			(78.4		)	(1.5		)	—		—			(33.9		)
(Loss) income before equity in earnings of subsidiaries	—		(77.4		)	129.0			4.0			—		—			55.6
Equity in earnings of subsidiaries	55.6		133.0			—			—			—		(188.6		)	—
Net income	$	55.6	$	55.6		$	129.0		$	4.0		$	—	$	(188.6	)	$	55.6

Consolidating Statement of Operations
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	8,631.7		$	392.7		$	—	$	—		$	9,024.4
Cost of sales	—		—			7,248.7			346.3			—		—			7,595.0
Gross profit	—		—			1,383.0			46.4			—		—			1,429.4
Selling and administrative expenses	—		82.0			712.3			25.9			—		—			820.2
Advertising expense	—		—			97.8			2.7			—		—			100.5
(Loss) income from operations	—		(82.0		)	572.9			17.8			—		—			508.7
Interest (expense) income, net	—		(149.0		)	0.1			0.2			—		—			(148.7		)
Net loss on extinguishments of long-term debt	—		(53.8		)	—			—			—		—			(53.8		)
Management fee	—		2.9			—			(2.9		)	—		—			—
Other income (expense), net	—		0.1			1.4			(0.1		)	—		—			1.4
(Loss) income before income taxes	—		(281.8		)	574.4			15.0			—		—			307.6
Income tax benefit (expense)	—		105.1			(215.6		)	(4.0		)	—		—			(114.5		)
(Loss) income before equity in earnings of subsidiaries	—		(176.7		)	358.8			11.0			—		—			193.1
Equity in earnings of subsidiaries	193.1		369.8			—			—			—		(562.9		)	—
Net income	$	193.1	$	193.1		$	358.8		$	11.0		$	—	$	(562.9	)	$	193.1

Consolidating Statement of Operations
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	2,753.4		$	110.9		$	—	$	—		$	2,864.3
Cost of sales	—			—			2,309.0			96.9			—		—			2,405.9
Gross profit	—			—			444.4			14.0			—		—			458.4
Selling and administrative expenses	24.4			20.6			278.6			8.8			—		—			332.4
Advertising expense	—			—			31.9			1.2			—		—			33.1
(Loss) income from operations	(24.4		)	(20.6		)	133.9			4.0			—		—			92.9
Interest (expense) income, net	—			(56.4		)	0.2			—			—		—			(56.2		)
Net loss on extinguishments of long-term debt	—			(41.3		)	—			—			—		—			(41.3		)
Management fee	—			1.0			—			(1.0		)	—		—			—
Other (expense) income, net	—			(0.4		)	0.2			—			—		—			(0.2		)
(Loss) income before income taxes	(24.4		)	(117.7		)	134.3			3.0			—		—			(4.8		)
Income tax benefit (expense)	9.2			43.6			(49.4		)	(0.8		)	—		—			2.6
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(74.1		)	84.9			2.2			—		—			(2.2		)
Equity in earnings of subsidiaries	13.0			87.1			—			—			—		(100.1		)	—
Net income	$	(2.2	)	$	13.0		$	84.9		$	2.2		$	—	$	(100.1	)	$	(2.2	)

Condensed Consolidating Statements of Comprehensive Income (Loss)

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	(0.2	)	$	15.0	$	84.9	$	4.2	$	—	$	(104.1	)	$	(0.2	)

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	69.1	$	84.2	$	284.3	$	4.5	$	—	$	(373.0	)	$	69.1

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	50.4	$	50.4	$	129.0	$	(1.2	)	$	—	$	(178.2	)	$	50.4

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	187.7	$	187.7	$	358.8	$	5.6	$	—	$	(552.1	)	$	187.7

Condensed Consolidating Statements Cash Flows

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(15.2	)	$	(71.5	)	$	425.5		$	19.0		$	—	$	13.0		$	370.8
Cash flows from investing activities:
Capital expenditures	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Net cash used in investing activities	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—			63.0			—			—			—		—			63.0
Repayments of borrowings under revolving credit facility	—			(63.0		)	—			—			—		—			(63.0		)
Repayments of long-term debt	—			(47.2		)	—			—			—		—			(47.2		)
Proceeds from issuance of long-term debt	—			1,535.2			—			—			—		—			1,535.2
Payments to extinguish long-term debt	—			(1,885.9		)	—			—			—		—			(1,885.9		)
Net change in accounts payable - inventory financing	—			—			(24.0		)	—			—		—			(24.0		)
Prepayment of Incentive compensation plan withholding taxes	—			(4.0		)	(19.6		)	(0.5		)	—		—			(24.1		)
Net proceeds from issuance of common shares	424.7			—			—			—			—		—			424.7
Advances from (to) affiliates	(409.5		)	788.1			(378.7		)	0.1			—		—			—
Other financing activities	—			(6.1		)	—			—			—		—			(6.1		)
Net cash provided by (used in) financing activities	15.2			380.1			(422.3		)	(0.4		)	—		—			(27.4		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.6		)	—		—			(0.6		)
Net increase in cash and cash equivalents	—			281.4			—			17.9			—		13.0			312.3
Cash and cash equivalents—beginning of period	—			48.0			—			9.8			—		(19.9		)	37.9
Cash and cash equivalents—end of period	$	—		$	329.4		$	—		$	27.7		$	—	$	(6.9	)	$	350.2

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(127.2	)	$	450.9		$	17.1		$	—	$	9.7		$	350.5
Cash flows from investing activities:
Capital expenditures	—			(29.9		)	(4.5		)	—			—		—			(34.4		)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	—			(20.9		)	—			—			—		—			(20.9		)
Premium payments on interest rate cap agreements	—			(0.7		)	—			—			—		—			(0.7		)
Net cash used in investing activities	—			(51.5		)	(4.5		)	—			—		—			(56.0		)
Cash flows from financing activities:
Repayments of long-term debt	—			(11.6		)	—			—			—		—			(11.6		)
Proceeds from the issuance of long-term debt	—			600.0			—			—			—		—			600.0
Payments to extinguish long-term debt	—			(723.9		)	—			—			—		—			(723.9		)
Payments of debt financing costs	—			(14.4		)	—			—			—		—			(14.4		)
Net change in accounts payable-inventory financing	—			—			43.1			—			—		—			43.1
Proceeds from stock option exercises	—			1.1			—			—			—		—			1.1
Proceeds from Coworker Stock Purchase Plan	—			3.7			—			—			—		—			3.7
Dividends paid	(21.9		)	—			—			—			—		—			(21.9		)
Excess tax benefits from equity-based compensation	—			0.2			—			—			—		—			0.2
Advances from (to) affiliates	21.9			467.1			(489.5		)	0.5			—		—			—
Net cash provided by (used in) financing activities	—			322.2			(446.4		)	0.5			—		—			(123.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.1		)	—		—			(1.1		)
Net increase in cash and cash equivalents	—			143.5			—			16.5			—		9.7			169.7
Cash and cash equivalents—beginning of period	—			196.5			—			14.0			—		(22.4		)	188.1
Cash and cash equivalents—end of period	$	—		$	340.0		$	—		$	30.5		$	—	$	(12.7	)	$	357.8

XML

Deferred Compensation Plan (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended												3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Aug. 01, 2013	May 09, 2014 Subordinated Debt [Member]	Mar. 31, 2014 Subordinated Debt [Member]	Feb. 21, 2014 Subordinated Debt [Member]	Jan. 22, 2014 Subordinated Debt [Member]	Oct. 18, 2013 Subordinated Debt [Member]	Aug. 01, 2013 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Mar. 10, 2010 Subordinated Debt [Member]	Sep. 30, 2014 2014 [Member]	Sep. 30, 2014 2015 through 2017 [Member]	Mar. 31, 2016 Scenario, Actual [Member]
Debt Instrument, Repurchased Face Amount							$ 42,500,000	$ 50,000,000	$ 20,000,000	$ 30,000,000	$ 155,000,000	$ 324,000,000	$ 50,000,000	$ 28,500,000
RDU Plan, units authorized for issuance	28,500		28,500
RDU Plan, units outstanding	28,500		28,500
Deferred Compensation Arrangement with Individual, Requisite Service Period			3 years 0 months 0 days
Redemption premium added to debt face amount, RDU plan			100,000		1,400,000
RDU plan cash retention pool						15,000,000
Charge for payment of RDU Plan cash retention pool	0	7,500,000	0	7,500,000	7,500,000
Second RDU Cash Retention Payment																	7,500,000
RDU Plan, unrecognized compensation expense															2,000,000	7,000,000
RDU Plan, compensation expense	2,200,000	10,400,000	6,600,000	14,700,000
RDU Plan, liability	$ 28,200,000		$ 28,200,000		$ 21,800,000

XML

Long-Term Debt -Debt Balances and Interest Rates (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013	Sep. 30, 2014 Revolving Loan [Member]		Dec. 31, 2013 Revolving Loan [Member]	Sep. 30, 2014 Term Loan [Member]		Dec. 31, 2013 Term Loan [Member]	Jul. 31, 2013 Term Loan [Member]	Apr. 29, 2013 Term Loan [Member]	Sep. 30, 2014 Senior Secured Notes, due 2018 [Member]		Dec. 31, 2013 Senior Secured Notes, due 2018 [Member]	Sep. 30, 2014 Senior notes due 2019 [Member]		Dec. 31, 2013 Senior notes due 2019 [Member]	Sep. 30, 2014 Senior Notes due 2022 [Member]		Dec. 31, 2013 Senior Notes due 2022 [Member]	Aug. 05, 2014 Senior Notes [Member]	Sep. 30, 2014 Subordinated Debt [Member]		Dec. 31, 2013 Subordinated Debt [Member]	Sep. 30, 2014 LIBOR [Member] Term Loan [Member]
Debt Instrument [Line Items]
Debt, short-term and long-term			$ 0		$ 0	$ 1,517.4		$ 1,528.9			$ 0		$ 325.0	$ 1,045.3		$ 1,305.0	$ 600.0		$ 0	$ 600.0	$ 0		$ 92.5
Discount, Unamortized						(3.9)		(4.4)	(1.4)	(3.4)
Premium, unamortized														2.9		4.2
Debt, total short-term and long-term	3,161.7	3,251.2
Current maturities of long-term debt	(15.4)	(45.4)
Debt	$ 3,146.3	$ 3,205.8
Long-term Debt, Weighted Average Interest Rate			0.00%	[1]		3.25%	[1]				0.00%	[1]		8.50%	[1]		6.00%	[1]			0.00%	[1]		3.25%	[1]

[1] Interest rate at September 30, 2014

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Long-Term Debt -Revolving Loan (Details) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Revolving Loan [Member]	Sep. 30, 2014 Revolving Loan [Member]	Dec. 31, 2013 Revolving Loan [Member]	Sep. 30, 2014 Letter of Credit [Member]	Sep. 30, 2014 Previous Revolving Credit Facility [Member]	Sep. 30, 2014 Accounts Payable, Inventory Financing [Member]	Dec. 31, 2013 Accounts Payable, Inventory Financing [Member]	Sep. 30, 2014 Accounts Payable, Inventory Financing [Member] Revolving Loan [Member]	Sep. 30, 2014 Accounts Payable, Inventory Financing [Member] Previous Revolving Credit Facility [Member]	Sep. 30, 2014 Lower Utilization [Member] Previous Revolving Credit Facility [Member]	Sep. 30, 2014 Higher Utilization [Member] Previous Revolving Credit Facility [Member]	Sep. 30, 2014 Minimum [Member] LIBOR [Member] Revolving Loan [Member]	Sep. 30, 2014 Minimum [Member] ABR [Member] Revolving Loan [Member]	Sep. 30, 2014 Maximum [Member] LIBOR [Member] Revolving Loan [Member]	Sep. 30, 2014 Maximum [Member] ABR [Member] Revolving Loan [Member]	Sep. 30, 2014 Cap agreement effective January 14, 2015-2017 [Member]
Debt Instrument [Line Items]
Interest Rate Cap, fair value																				$ 600,000
Variable Interest Rate Margin																1.50%	0.50%	2.00%	1.00%
Potential Margin Reduction					0.25%	0.25%
Debt, short-term and long-term					0	0	0
Undrawn letters of credit								2,200,000
Floorplan sub-facility, reserve					292,500,000	292,500,000
Amount owed under Revolving loan financing agreement										292,500,000
Revolving Loan inventory financing agreement										298,800,000	256,100,000
Floorplan sub-facility, variation between balance in financials and balance per financial intermediary due to timing differences in reporting												6,300,000
Revolving Commitment					1,250,000,000.0	1,250,000,000.0			900,000,000
Line Of Credit Facility, Maximum Aggregate Increase					300,000,000	300,000,000			200,000,000
Revolving Loan Maturity Acceleration Provision, Days Prior to Maturity					45 days
Revolving Loan Maturity Acceleration Provision, Excess Cash Availability Limit, Amount Plus Maturing Debt					150,000,000	150,000,000
Borrowing Base					1,408,100,000	1,408,100,000
Availability under Revolving Loan					955,300,000	955,300,000
Line of Credit Facility, Fee on Unused Portion, Basis Points					25	25								50	37.5
Line of Credit Facility, Decrease in Applicable Interest Rate Margin					50	50
Net loss on extinguishments of long-term debt	(45,800,000)	(41,300,000)	(53,800,000)	(55,500,000)		(400,000)
Deferred Finance Costs, Net					6,400,000	6,400,000
Floorplan sub-facility													400,000,000
Percentage reserve for open orders under financing agreement													15.00%
Variable Interest Rate, ABR Determination, Basis Point Plus Federal Funds Effective Rate					50	50
Minimum Liquidity Condition, Cash Availability					125,000,000	125,000,000
Cash Availability, Percentage of Borrowing Base					10.00%	10.00%
Minimum Liquidity Condition, Amount					$ 100,000,000	$ 100,000,000
Fixed Charge Coverage Ratio					1.00	1.00

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Description Of Business And Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2014

Description of Business and Summary of Significant Accounting Policies [Abstract]

Description Of Business And Summary Of Significant Accounting Policies

Description of Business and Summary of Significant Accounting Policies

Description of Business

CDW is a Fortune 500 company and a leading provider of integrated information technology (“IT”) solutions to small, medium and large business, government, education and healthcare customers in the U.S. and Canada. The Company's offerings range from discrete hardware and software products to integrated IT solutions such as mobility, security, data center optimization, cloud computing, virtualization and collaboration.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 (the "consolidated financial statements") have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The 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, 2013 (the "December 31, 2013 financial statements"). The significant accounting policies used in preparing these consolidated financial statements were applied on a basis consistent with those reflected in the December 31, 2013 financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in shareholders' equity 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") was previously owned directly by CDW Holdings LLC ("CDW Holdings"), a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC ("Madison Dearborn") and Providence Equity Partners, L.L.C. ("Providence Equity," and together with Madison Dearborn, the "Sponsors"), certain other co-investors and certain members of CDW management. On July 2, 2013, Parent completed an initial public offering (the "IPO") of its common stock. In connection with the IPO, CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members' respective membership interests and was subsequently dissolved in August 2013. See Note 6 for additional discussion of the IPO.

Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 12 and does not hold any material assets or engage in any business activities or operations.

Throughout these notes, the terms the “Company” and “CDW” refer to Parent and its 100% owned subsidiaries.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates

The preparation of 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 the consolidated financial statements contained in the December 31, 2013 financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of the Company's consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2014.

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Long-Term Debt -Term Loan (Details) (USD $)	3 Months Ended		9 Months Ended			1 Months Ended		9 Months Ended					9 Months Ended			9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Jul. 02, 2013	Jul. 31, 2013 Term Loan [Member]	Apr. 30, 2013 Term Loan [Member]	Sep. 30, 2013 Term Loan [Member]	Sep. 30, 2014 Term Loan [Member]		Dec. 31, 2013 Term Loan [Member]	Apr. 29, 2013 Term Loan [Member]	Sep. 30, 2014 Revolving Loan [Member]		Dec. 31, 2013 Revolving Loan [Member]	Sep. 30, 2013 Prior Term Loan Facility [Member]	Apr. 29, 2013 Prior Term Loan Facility [Member]	Sep. 30, 2014 Accounts Payable, Inventory Financing [Member] Revolving Loan [Member]	Sep. 30, 2014 ABR [Member] Minimum [Member] Term Loan [Member]	Sep. 30, 2014 ABR [Member] Minimum [Member] Revolving Loan [Member]	Sep. 30, 2014 ABR [Member] Maximum [Member] Term Loan [Member]	Sep. 30, 2014 ABR [Member] Maximum [Member] Revolving Loan [Member]	Sep. 30, 2014 LIBOR [Member] Term Loan [Member]		Sep. 30, 2014 LIBOR [Member] Minimum [Member] Term Loan [Member]	Sep. 30, 2014 LIBOR [Member] Minimum [Member] Revolving Loan [Member]	Sep. 30, 2014 LIBOR [Member] Maximum [Member] Term Loan [Member]	Sep. 30, 2014 LIBOR [Member] Maximum [Member] Revolving Loan [Member]
Debt Instrument [Line Items]
Variable Interest Rate Margin																			1.25%	0.50%	1.50%	1.00%			2.25%	1.50%	2.50%	2.00%
Floorplan sub-facility, variation between balance in financials and balance per financial intermediary due to timing differences in reporting																		$ 6,300,000
Proceeds from Issuance of Long-term Debt			600,000,000	1,535,200,000			1,350,000,000
Debt, short-term and long-term									1,517,400,000		1,528,900,000		0		0		1,299,500,000
Proceeds from exercise in full of overallotment option					56,000,000
Net leverage ratio									3.2
Long-term Debt, Weighted Average Interest Rate									3.25%	[1]			0.00%	[1]									3.25%	[1]
Term Loan Repayments																40,000,000
Discount, percent of par						99.25%						99.75%
Discount, Unamortized						1,400,000			3,900,000		4,400,000	3,400,000
Variable Interest Rate, ABR Determination, Percentage Plus One-Month LIBOR													1.00%
Net loss on extinguishments of long-term debt	(45,800,000)	(41,300,000)	(53,800,000)	(55,500,000)				(10,300,000)					(400,000)
Proceeds from Issuance of Debt						190,000,000
Deferred Finance Costs, Net						$ 6,100,000							$ 6,400,000
Quarterly amortization payment of original principal, Percent									0.25%

[1] Interest rate at September 30, 2014

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Shareholders Equity Dividends (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended							9 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Sep. 30, 2014	Sep. 30, 2013
Dividends Payable [Line Items]
Common Stock, Dividends, Per Share, Cash Paid	$ 0.0425	$ 0.0425	$ 0.0425	$ 0.0425	$ 0.0000	$ 0.0000		$ 0.1275	$ 0.0000
Dividends, Common Stock, Cash	$ 7.3	$ 7.3	$ 7.3	$ 7.3	$ 0	$ 0	$ 0

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 357.8	$ 188.1
Accounts receivable, net of allowance for doubtful accounts	1,473.2	1,451.0
Merchandise inventory	423.5	382.0
Miscellaneous receivables	175.4	146.3
Prepaid expenses and other	86.3	46.1
Total current assets	2,516.2	2,213.5
Property and equipment, net	131.7	131.1
Goodwill	2,218.6	2,220.3
Other intangible assets, net	1,207.0	1,328.0
Deferred financing costs, net	31.8	30.1
Other assets	2.1	1.6
Total assets	6,107.4	5,924.6
Current liabilities:
Accounts payable-trade	777.9	662.8
Accounts payable-inventory financing	299.7	256.6
Current maturities of long-term debt	15.4	45.4
Deferred revenue	102.3	94.8
Accrued expenses:
Compensation	103.9	112.2
Interest	50.2	31.8
Sales taxes	24.8	29.2
Advertising	41.5	33.2
Income taxes	0.2	6.3
Other	111.7	130.3
Total current liabilities	1,527.6	1,402.6
Long-term liabilities:
Debt	3,146.3	3,205.8
Deferred income taxes	495.4	563.5
Other liabilities	44.1	41.0
Total long-term liabilities	3,685.8	3,810.3
Commitments and contingencies
Shareholders' equity (deficit):
Preferred Shares	0	0
Common shares	1.7	1.7
Paid-in capital	2,704.6	2,688.1
Accumulated deficit	(1,800.6)	(1,971.8)
Accumulated other comprehensive loss	(11.7)	(6.3)
Total shareholders' equity (deficit)	894.0	711.7
Total liabilities and shareholders' equity (deficit)	$ 6,107.4	$ 5,924.6

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting Information [Line Items]
Net Sales	$ 3,266.1	$ 2,864.3	$ 9,024.4	$ 8,055.3
Number of Reportable Segments	2
Number of operating segments which do not meet reportable unit quantitative threshold	2
Income (loss) from operations	184.7	92.9	508.7	366.6
Depreciation and amortization expense	(51.8)	(52.0)	(155.9)	(156.3)
Corporate Segment: Private Sector Business [Member]
Segment Reporting Information [Line Items]
Net Sales	1,622.7	1,465.8	4,784.5	4,407.1
Income (loss) from operations	103.2	63.2	323.9	260.5
Depreciation and amortization expense	(24.1)	(24.3)	(72.3)	(73.1)
Public [Member]
Segment Reporting Information [Line Items]
Net Sales	1,468.8	1,244.6	3,710.3	3,174.0
Income (loss) from operations	101.3	71.1	244.1	185.8
Depreciation and amortization expense	(10.9)	(11.0)	(32.8)	(33.1)
Other [Member]
Segment Reporting Information [Line Items]
Net Sales	174.6	153.9	529.6	474.2
Income (loss) from operations	8.5	3.7	22.7	18.6
Depreciation and amortization expense	(2.2)	(2.1)	(6.5)	(6.6)
Headquarters [Member]
Segment Reporting Information [Line Items]
Net Sales	0	0	0	0
Income (loss) from operations	(28.3)	(45.1)	(82.0)	(98.3)
Depreciation and amortization expense	$ (14.6)	$ (14.6)	$ (44.3)	$ (43.5)

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Consolidated Statement Of Shareholders' Equity (Deficit) (USD $) In Millions, unless otherwise specified	Total	Preferred Stock [Member]	Common Stock [Member]	Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance at Dec. 31, 2013	$ 711.7	$ 0	$ 1.7	$ 2,688.1	$ (1,971.8)	$ (6.3)
Preferred shares, issued, beginning balance at Dec. 31, 2013	0	0
Common shares, shares issued, beginning balance at Dec. 31, 2013	172.0		172.0
Shareholders' Equity (Deficit) [Roll Forward]
Equity-based compensation expense	11.5	0	0	11.5	0	0
Stock Option Exercises	1.1	0	0	1.1	0	0
Dividends Declared	(21.9)	0	0	0	(21.9)	0
Net income (loss)	193.1	0	0	0	193.1	0
Foreign currency translation adjustment	(5.4)	0	0	0	0	(5.4)
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	0.2	0	0	0.2	0	0
Stock Issued During Period, Shares, Employee Stock Purchase Plans			0.1
Stock Issued During Period, Value, Employee Stock Purchase Plan	3.7	0	0	3.7	0	0
Balance at Sep. 30, 2014	$ 894.0	$ 0	$ 1.7	$ 2,704.6	$ (1,800.6)	$ (11.7)
Preferred shares, issued, ending balance at Sep. 30, 2014	0	0
Common shares, shares issued, ending balance at Sep. 30, 2014	172.1		172.1

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Long-Term Debt -Senior Notes (Details) (USD $)	3 Months Ended		9 Months Ended							3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Sep. 30, 2014 Senior Notes due 2022 [Member]		Dec. 31, 2013 Senior Notes due 2022 [Member]	Aug. 05, 2014 Senior Notes [Member]	Sep. 30, 2014 Senior notes due 2019 [Member]		Sep. 30, 2014 Senior notes due 2019 [Member]		Aug. 05, 2014 Senior notes due 2019 [Member]	Mar. 20, 2014 Senior notes due 2019 [Member]	Dec. 31, 2013 Senior notes due 2019 [Member]
Debt Instrument [Line Items]
Extinguishment of Debt, Accrued Interest Paid to Lenders															$ 1,000,000
Net loss on extinguishments of long-term debt	(45,800,000)	(41,300,000)	(53,800,000)	(55,500,000)						22,100,000		2,700,000
Long-term Debt, stated interest rate						6.00%				8.50%		8.50%
Debt, short-term and long-term						600,000,000		0	600,000,000	1,045,300,000		1,045,300,000				1,305,000,000
Deferred financing costs, net	31,800,000		31,800,000		30,100,000	8,000,000
Long-term Debt, Weighted Average Interest Rate						6.00%	[1]			8.50%	[1]	8.50%	[1]
Premium, unamortized										2,900,000		2,900,000				4,200,000
Debt Instrument, Repurchased Face Amount														234,700,000	25,000,000
Redemption Premium, percentage of par value														108.80%	109.75%
Extinguishment of Debt, Fees Paid to Lenders										10,000,000		2,400,000
Extinguishment of Debt, Make-whole Interest Payment										10,600,000
Write off of Deferred Debt Issuance Cost										2,200,000		300,000
Write off of Deferred Debt issuance Cost, unamortized premium										700,000
Debt Instrument, Repurchase Amount														$ 234,700,000

[1] Interest rate at September 30, 2014

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Inventory Financing Agreements (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Financing Agreements [Abstract]

Inventory Financing Agreements

The following table presents the amounts included in accounts payable-inventory financing:

(in millions)	September 30, 2014		December 31, 2013
Revolving Loan inventory financing agreement	$	298.8	$	256.1
Other inventory financing agreements	0.9		0.5
Accounts payable-inventory financing	$	299.7	$	256.6

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Long-Term Debt Senior Subordinated Notes (Details) (USD $)	3 Months Ended		9 Months Ended		0 Months Ended		1 Months Ended	3 Months Ended												3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	May 09, 2014 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Feb. 28, 2014 Subordinated Debt [Member]	Sep. 30, 2014 Subordinated Debt [Member]	Mar. 31, 2014 Subordinated Debt [Member]	Dec. 31, 2013 Subordinated Debt [Member]	Sep. 30, 2013 Subordinated Debt [Member]	May 09, 2014 Subordinated Debt [Member]	Feb. 21, 2014 Subordinated Debt [Member]	Jan. 22, 2014 Subordinated Debt [Member]	Oct. 18, 2013 Subordinated Debt [Member]	Aug. 01, 2013 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Mar. 10, 2010 Subordinated Debt [Member]	Sep. 30, 2014 Senior Subordinated Notes [Member]	Sep. 30, 2014 Senior Secured Notes, due 2018 [Member]	Sep. 30, 2013 Senior Secured Notes, due 2018 [Member]	Aug. 05, 2014 Senior Secured Notes, due 2018 [Member]	Dec. 31, 2013 Senior Secured Notes, due 2018 [Member]	Jul. 02, 2013 Senior Secured Notes, due 2018 [Member]	Aug. 01, 2013 IPO Proceeds [Member] Subordinated Debt [Member]	Aug. 01, 2013 Term Loan Incremental Borrowings [Member] Subordinated Debt [Member]
Debt Instrument [Line Items]
Long-term Debt, stated interest rate								12.535%												8.00%
Debt, short-term and long-term								$ 0		$ 92,500,000									$ 0	$ 0			$ 325,000,000
Senior Subordinated Notes, repurchased amount									50,000,000			42,500,000	20,000,000	30,000,000	155,000,000	324,000,000	50,000,000	28,500,000				325,000,000		175,000,000	146,000,000	178,000,000
Redemption Premium, percentage of par value												104.178%	104.178%		104.178%	106.268%	106.268%					0.00%		108.00%
Extinguishment of Debt, Fees Paid to Lenders					1,800,000	3,100,000			2,100,000	6,500,000	20,300,000									13,000,000	14,000,000
Write off of Deferred Debt Issuance Cost						800,000	600,000	400,000		2,000,000	4,300,000									4,000,000	2,700,000
Extinguishment of Debt, Accrued Interest Paid to Lenders												400,000	1,900,000		200,000	12,000,000	2,500,000							700,000
Net loss on extinguishments of long-term debt	$ 45,800,000	$ 41,300,000	$ 53,800,000	$ 55,500,000		$ 3,900,000		$ (2,200,000)	$ 2,700,000	$ 8,500,000	$ 24,600,000									$ (23,700,000)	$ 16,700,000

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Shareholders Equity (Tables)

9 Months Ended

Sep. 30, 2014

Shareholders' Equity [Abstract]

Dividends Declared [Table Text Block]

The Company declared and paid cash dividends per common share during the periods presented as follows:

(in millions, except per share amounts)	Dividends Per Share		Amount
2014:
First Quarter	$	0.0425	$	7.3
Second Quarter	$	0.0425	$	7.3
Third Quarter	$	0.0425	$	7.3
2013:
First Quarter	$	—	$	—
Second Quarter	$	—	$	—
Third Quarter	$	—	$	—
Fourth Quarter	$	0.0425	$	7.3

Shares sold by certain selling stockholders [Table Text Block]

The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares.

Secondary Offering Shares	Completion Date of Secondary Offering	Overallotment Shares (1)	Completion Date of Overallotment Shares	Secondary Offering Expenses (in millions)
15,000,000	11/19/2013	2,250,000	12/18/2013	$	0.6
10,000,000	3/12/2014	1,500,000	3/12/2014	$	0.4
15,000,000	5/28/2014	2,250,000	6/4/2014	$	0.5
15,000,000	9/8/2014 (2)	—	—	$	0.3

(1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted.

(2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering.

IPO and Secondary-Offering- Related Expenses [Table Text Block]

The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within selling and administrative expenses in the consolidated statements of operations during three and nine months ended September 30, 2014 and 2013, respectively.

(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Acceleration charge for certain equity awards and related employer payroll taxes	$	—	$	40.7	$	—	$	40.7
RDU Plan cash retention pool accrual	—		7.5		—		7.5
Management services agreement termination fee	—		24.4		—		24.4
Other expenses (1)	0.3		1.5		1.2		1.7
IPO- and secondary-offering-related expenses	$	0.3	$	74.1	$	1.2	$	74.3

(1) Other expenses include secondary-offering expenses of $0.3 million and $1.2 million for the three and nine months ended September 30, 2014, respectively. There were no secondary-offering expenses recognized during the three and nine months ended September 30, 2013.

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ 193.1	$ 72.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	155.9	156.3
Equity-based compensation expense	11.5	44.3
Deferred income taxes	(67.2)	(21.3)
Provision for Doubtful Accounts	0.3	0
Amortization of deferred financing costs, debt premium and debt discount, net	4.8	7.1
Net loss on extinguishments of long-term debt	53.8	55.5
Other	0.1	0.1
Changes in assets and liabilities:
Accounts receivable	(26.2)	(27.9)
Merchandise inventory	(41.7)	(39.2)
Other assets	(69.7)	(72.2)
Increase (Decrease) in Accounts Payable, Trade	115.1	154.8
Other current liabilities	17.4	47.0
Long-term liabilities	3.3	(6.5)
Net cash provided by operating activities	350.5	370.8
Cash flows from investing activities:
Capital expenditures	(34.4)	(30.5)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	(20.9)	0
Interest rate cap agreements premiums paid	(0.7)	0
Net cash used in investing activities	(56.0)	(30.5)
Cash flows from financing activities:
Proceeds from Lines of Credit	0	63.0
Repayments of Lines of Credit	0	(63.0)
Repayments of long-term debt	(11.6)	(47.2)
Proceeds from Issuance of Long-term Debt	600.0	1,535.2
Payments to extinguish long-term debt	(723.9)	(1,885.9)
Payments of Financing Costs	(14.4)	(6.0)
Net change in accounts payable-inventory financing	43.1	(24.0)
Proceeds from Issuance of Common Stock	0	424.7
Proceeds from stock option exercises	1.1	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	3.7	0
Dividends paid	(21.9)	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0.2	0
Payments Related to Tax Withholding for Share-based Compensation	0	(24.1)
Repurchase of common shares	0	(0.1)
Net cash used in financing activities	(123.7)	(27.4)
Effect of exchange rate changes on cash and cash equivalents	(1.1)	(0.6)
Net increase (decrease) in cash and cash equivalents	169.7	312.3
Cash and cash equivalents - beginning of period	188.1	37.9
Cash and cash equivalents - end of period	357.8	350.2
Supplementary disclosure of cash flow information:
Interest paid	(127.2)	(169.5)
Taxes paid, net	$ (189.9)	$ (64.3)

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Consolidated Balance Sheets Parenthetical (Parentheticals) (USD $) In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5.7	$ 5.4
Preferred shares, par value	$ 0.01	$ 0.01
Preferred shares, authorized	100.0	100.0
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common shares, par value	$ 0.01	$ 0.01
Common shares, shares authorized	1,000.0	1,000.0
Common shares, shares issued	172.1	172.0
Common shares, shares outstanding	172.0	172.0

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company is party to various legal proceedings that arise in the ordinary course of its business, which include commercial, intellectual property, employment, tort and other litigation matters. The Company is also subject to audit by federal, state and local authorities, by various partners and customers, including government agencies, relating to purchases and sales under various contracts. In addition, the Company is subject to indemnification claims under various contracts. From time to time, certain customers of the Company file voluntary petitions for reorganization or liquidation under the 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.

As of September 30, 2014, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these proceedings and matters, if any, has been incurred. However, the ultimate resolutions of these proceedings and matters are inherently unpredictable. As such, the Company's financial condition and results of operations could be adversely affected in any particular period by the unfavorable resolution of one or more of these proceedings or matters.

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Document and Entity Information Document	9 Months Ended
	Sep. 30, 2014	Nov. 07, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	CDW Corp
Entity Central Index Key	0001402057
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		172,211,884

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Segment Information

9 Months Ended

Sep. 30, 2014

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table presents information about the Company’s segments for the three and nine months ended September 30, 2014 and 2013:

(in millions)	Corporate			Public			Other			Headquarters			Total
Three Months Ended September 30, 2014:
Net sales	$	1,622.7		$	1,468.8		$	174.6		$	—		$	3,266.1
Income (loss) from operations	103.2			101.3			8.5			(28.3		)	184.7
Depreciation and amortization expense	(24.1		)	(10.9		)	(2.2		)	(14.6		)	(51.8		)
Three Months Ended September 30, 2013:
Net sales	$	1,465.8		$	1,244.6		$	153.9		$	—		$	2,864.3
Income (loss) from operations	63.2			71.1			3.7			(45.1		)	92.9
Depreciation and amortization expense	(24.3		)	(11.0		)	(2.1		)	(14.6		)	(52.0		)

(in millions)	Corporate			Public			Other			Headquarters			Total
Nine Months Ended September 30, 2014:
Net Sales	$	4,784.5		$	3,710.3		$	529.6		$	—		$	9,024.4
Income (loss) from operations	323.9			244.1			22.7			(82.0		)	508.7
Depreciation and amortization expense	(72.3		)	(32.8		)	(6.5		)	(44.3		)	(155.9		)
Nine Months Ended September 30, 2013:
Net sales	$	4,407.1		$	3,174.0		$	474.2		$	—		$	8,055.3
Income (loss) from operations	260.5			185.8			18.6			(98.3		)	366.6
Depreciation and amortization expense	(73.1		)	(33.1		)	(6.6		)	(43.5		)	(156.3		)

Segment Information

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 private sector business customers, and Public, which is comprised of government agencies 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. Depreciation expense is included in Headquarters as it is not allocated among segments or used in measuring segment performance.

The Company allocates resources to and evaluates performance of its segments based on net sales, income (loss) from operations and Adjusted EBITDA, a non-GAAP measure as defined in the Company's credit agreements. However, the Company has concluded that income (loss) from operations is the more useful measure in terms of discussion of operating results, as it is a GAAP measure.

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 nine months ended September 30, 2014 and 2013:

(in millions)	Corporate			Public			Other			Headquarters			Total
Three Months Ended September 30, 2014:
Net sales	$	1,622.7		$	1,468.8		$	174.6		$	—		$	3,266.1
Income (loss) from operations	103.2			101.3			8.5			(28.3		)	184.7
Depreciation and amortization expense	(24.1		)	(10.9		)	(2.2		)	(14.6		)	(51.8		)
Three Months Ended September 30, 2013:
Net sales	$	1,465.8		$	1,244.6		$	153.9		$	—		$	2,864.3
Income (loss) from operations	63.2			71.1			3.7			(45.1		)	92.9
Depreciation and amortization expense	(24.3		)	(11.0		)	(2.1		)	(14.6		)	(52.0		)

(in millions)	Corporate			Public			Other			Headquarters			Total
Nine Months Ended September 30, 2014:
Net Sales	$	4,784.5		$	3,710.3		$	529.6		$	—		$	9,024.4
Income (loss) from operations	323.9			244.1			22.7			(82.0		)	508.7
Depreciation and amortization expense	(72.3		)	(32.8		)	(6.5		)	(44.3		)	(155.9		)
Nine Months Ended September 30, 2013:
Net sales	$	4,407.1		$	3,174.0		$	474.2		$	—		$	8,055.3
Income (loss) from operations	260.5			185.8			18.6			(98.3		)	366.6
Depreciation and amortization expense	(73.1		)	(33.1		)	(6.6		)	(43.5		)	(156.3		)

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Consolidated Statements Of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Statement [Abstract]
Net Sales	$ 3,266.1	$ 2,864.3	$ 9,024.4	$ 8,055.3
Cost of sales	2,758.8	2,405.9	7,595.0	6,743.3
Gross profit	507.3	458.4	1,429.4	1,312.0
Selling and administrative expenses	285.4	332.4	820.2	850.3
Advertising expense	37.2	33.1	100.5	95.1
Income from operations	184.7	92.9	508.7	366.6
Interest Income (Expense), Net	50.1	56.2	148.7	198.6
Net loss on extinguishments of long-term debt	(45.8)	(41.3)	(53.8)	(55.5)
Other income (loss), net	0.7	(0.2)	1.4	0.4
Income (loss) before income taxes	89.5	(4.8)	307.6	112.9
Income tax (expense) benefit	(33.9)	2.6	(114.5)	(40.1)
Net income (loss)	$ 55.6	$ (2.2)	$ 193.1	$ 72.8
Income Per Share - Basic	$ 0.33	$ (0.01)	$ 1.13	$ 0.48
Income Per Share - Diluted	$ 0.32	$ (0.01)	$ 1.12	$ 0.47
Weighted Average Shares - Basic	170.9	166.8	170.2	152.5
Weighted Average Shares - Diluted	173.0	166.8	172.7	154.3
Common Stock, Dividends, Per Share, Cash Paid	$ 0.0425	$ 0.0000	$ 0.1275	$ 0.0000

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Income Taxes

9 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company's effective income tax rate was 37.9% and 54.6% for the three months ended September 30, 2014 and 2013, respectively, and 37.2% and 35.5% for the nine months ended September 30, 2014 and 2013, respectively. 

For the three months ended September 30, 2014 and 2013, the Company's effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes. The decrease in the 2014 effective tax rate was primarily attributable to a lower rate impact of state tax credits due to the increase in income before income taxes in 2014 and the benefit recorded to reflect a reduction in the Company’s expected annual effective tax rate relative to a small pre-tax loss for the three months ended September 30, 2013.

For the nine months ended September 30, 2014 and 2013, the Company's effective tax rate differed from the U.S. federal statutory rate primarily due to state income taxes. The increase in the 2014 effective income tax rate was primarily attributable to a lower rate impact of state tax credits due to the increase in income before income taxes.

In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities, including the Internal Revenue Service (the “IRS”). In general, the Company is no longer subject to audit by the IRS for tax years through 2010 and state, local or foreign taxing authorities for tax years through 2008. Various other 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.

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Long-Term Debt

9 Months Ended

Sep. 30, 2014

Long-term Debt, Unclassified [Abstract]

Long-Term Debt

Long-Term Debt

Long-term debt was as follows:

(dollars in millions)	Interest Rate (1)		September 30, 2014			December 31, 2013
Senior secured asset-based revolving credit facility	—	%	$	—		$	—
Senior secured term loan facility	3.25	%	1,517.4			1,528.9
Unamortized discount on senior secured term loan facility			(3.9		)	(4.4		)
Senior secured notes due 2018	—	%	—			325.0
Senior notes due 2019	8.5	%	1,045.3			1,305.0
Unamortized premium on senior notes due 2019			2.9			4.2
Senior notes due 2022	6.0	%	600.0			—
Senior subordinated notes due 2017	—	%	—			92.5
Total long-term debt			3,161.7			3,251.2
Less current maturities of long-term debt			(15.4		)	(45.4		)
Long-term debt, excluding current maturities			$	3,146.3		$	3,205.8

(1)Interest rate at September 30, 2014.

At September 30, 2014, 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 September 30, 2014, the Company had no outstanding borrowings under the Revolving Loan, $2.2 million of undrawn letters of credit and $292.5 million reserved related to the floorplan sub-facility.

On June 6, 2014, the Company entered into the Revolving Loan, a new five-year $1,250.0 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 6, 2019, subject to an acceleration provision discussed below. The Revolving Loan replaces the Company’s previous revolving loan credit facility that was to mature on June 24, 2016. The Revolving Loan (i) increases the overall revolving credit facility capacity available to the Company from $900.0 million to $1,250.0 million, (ii) increases the maximum aggregate amount of increases that may be made to the revolving credit facility from $200.0 million to $300.0 million, (iii) maintains a maturity acceleration provision based upon excess cash availability whereby the Revolving Loan may mature 45 days prior to the final maturity of any then outstanding senior debt if excess cash availability does not exceed the outstanding borrowings of the subject maturing debt at the time of the test plus $150.0 million, (iv) decreases the fee on the unused portion of the revolving credit facility from either 37.5 or 50 basis points, depending on the amount of utilization, to 25 basis points, (v) decreases the applicable interest rate margin by 50 basis points, and (vi) amends the existing inventory floorplan sub-facility as discussed below. In connection with the termination of the previous facility, the Company recorded a loss on extinguishment of long-term debt of $0.4 million in the consolidated statement of operations for the nine months ended September 30, 2014, representing a write-off of a portion of unamortized deferred financing costs. Fees of $6.4 million related to the Revolving Loan were capitalized as deferred financing costs and are being amortized over the five-year term of the facility on a straight-line basis.

The Revolving Loan incorporates the previous inventory floorplan sub-facility and related Revolving Loan inventory financing agreement while removing the previous $400.0 million limit on the size of the floorplan sub-facility and the in-transit reserve of 15% of open orders. At September 30, 2014, the financial intermediary reported an outstanding balance of $292.5 million under the Revolving Loan inventory financing agreement. The amount included on the Company's consolidated balance sheet as of September 30, 2014 as accounts payable-inventory financing related to the Revolving Loan inventory financing agreement of $298.8 million includes a $6.3 million accrual for amounts in transit.

Borrowings under the Revolving Loan bear interest at a variable interest rate plus an applicable margin. The interest rate margin is based on one of two indices, either (i) LIBOR, or (ii) the Alternate Base Rate (“ABR”) with the ABR being the greater of (a) the prime rate, (b) the federal funds effective rate plus 50 basis points or (c) the one-month LIBOR plus 1.00%. The applicable margin varies (1.50% to 2.00% for LIBOR borrowings and 0.50% to 1.00% for ABR borrowings) depending upon average daily excess cash availability under the agreement evidencing the Revolving Loan and is subject to a reduction of 0.25% if, and for as long as, CDW LLC's corporate credit rating from Standard & Poor’s Rating Services is BB or better and the CDW LLC's corporate family rating from Moody’s Investors Service, Inc. is Ba3 or better (in each case with stable or better outlook).

Under the new Revolving Loan, the Company is permitted to borrow an aggregate amount of $1,250.0 million; however, its ability to borrow under the Revolving Loan is limited by a borrowing base. 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 September 30, 2014, the borrowing base was $1,408.1 million based on the amount of eligible inventory and accounts receivable balances as of August 30, 2014. The Company could have borrowed up to an additional $955.3 million under the Revolving Loan at September 30, 2014.

The ability to borrow under the Revolving Loan also remains limited by a minimum liquidity condition which provides that, if excess cash availability is less than the lesser of (i) $125.0 million and (ii) the greater of (A) 10% of the borrowing base and (B) $100.0 million, the lenders are not required to lend any additional amounts under the Revolving Loan unless the consolidated fixed charge coverage ratio (as described in the agreement evidencing the Revolving Loan) is at least 1.00 to 1.00.

Senior Secured Term Loan Facility

On April 29, 2013, the Company entered into a seven-year, $1,350.0 million aggregate principal amount senior secured term loan facility (the "Term Loan"). The Term Loan was issued at a price that was 99.75% of par, which resulted in a discount of $3.4 million. Substantially all of the proceeds from the Term Loan were used to repay the $1,299.5 million outstanding aggregate principal amount of the prior senior secured term loan facility (the "Prior Term Loan Facility"). In connection with this refinancing, the Company recorded a loss on extinguishment of long-term debt of $10.3 million in the consolidated statement of operations for the nine months ended September 30, 2013. This loss represented a write-off of the remaining unamortized deferred financing costs related to the Prior Term Loan Facility.

On July 31, 2013, the Company borrowed an additional $190.0 million aggregate principal amount under the Term Loan at a price that was 99.25% of par, which resulted in a discount of $1.4 million. Such proceeds were used to redeem a portion of outstanding Senior Subordinated Notes. The discounts are reported on the consolidated balance sheets as a reduction to the face amount of the Term Loan and are being amortized to interest expense over the term of the related debt. Fees of $6.1 million related to the Term Loan were capitalized as deferred financing costs and are being amortized over the term of the facility using the effective interest method.

The Company is required to pay quarterly principal installments equal to 0.25% of the original principal amount of the Term Loan, with the remaining principal amount payable on the maturity date of April 29, 2020. The quarterly principal installment payments commenced during the quarter ended June 30, 2013. At September 30, 2014, the outstanding principal amount of the Term Loan was $1,517.4 million, excluding $3.9 million in unamortized discount.

Borrowings under the Term Loan bear interest at either (a) the alternate base rate ("ABR") plus a margin or (b) LIBOR plus a margin; provided that for the purposes of the Term Loan, LIBOR shall not be less than 1.00% per annum at any time ("LIBOR Floor"). The margin is based upon a net leverage ratio as defined in the agreement governing the Term Loan, ranging from 1.25% to 1.50% for ABR borrowings and 2.25% to 2.50% for LIBOR borrowings. The total net leverage ratio was 3.2 at September 30, 2014. An interest rate of 3.25%, LIBOR Floor plus a 2.25% margin, was in effect during the three-month period ended September 30, 2014.

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 cap agreements. Prior to September 2014, the Company had ten interest rate cap agreements in effect through January 14, 2015 with a combined notional amount of $1,150.0 million. Of the total $1,150.0 million notional amount, $500.0 million entitle the Company to payments from the counterparty of the amount, if any, by which three-month LIBOR exceeds 3.5% during the agreement period. The remaining interest rate cap agreements with a notional amount of $650.0 million entitle the Company to payments from the counterparty of the amount, if any, by which the three-month LIBOR exceeds 1.5% during the agreement period. The fair value of these interest rate cap agreements was zero at both September 30, 2014 and December 31, 2013.

In September 2014, the Company entered into two additional interest rate cap agreements with a combined notional amount of $250.0 million. Under these agreements, the Company made premium payments totaling $0.7 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which three-month LIBOR exceeds 2.0% during the agreement period. These interest rate cap agreements are effective from January 14, 2015 through January 14, 2017. The fair value of these interest rate cap agreements was $0.6 million at September 30, 2014.

The Company's interest rate cap agreements have not been designated as cash flow hedges of interest rate risk for GAAP 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 in the Company’s consolidated statements of operations. The fair value of the Company’s interest rate cap agreements is classified as Level 2 in the fair value hierarchy. The valuation of the interest rate 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 rates of the caps. This analysis reflects the contractual terms of the interest rate 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 which are insignificant. The counterparty credit spreads are based on publicly available credit information obtained from a third party credit data provider.

On January 30, 2013, the Company made an optional prepayment of $40.0 million aggregate principal amount outstanding under the Prior Term Loan Facility. The optional prepayment satisfied the excess cash flow payment provision of the Prior Term Loan Facility with respect to the year ended December 31, 2012.

See Note 13 for a description of the interest rate cap agreements entered into during the fourth quarter of 2014.

8.0% Senior Secured Notes due 2018 (“Senior Secured Notes”)

As of September 30, 2014, there were no outstanding Senior Secured Notes.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes at a redemption price of 106.061% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. On the same date, the indenture governing the Senior Secured Notes was satisfied and discharged. The redemption date was September 5, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $23.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $4.0 million for the write-off of the unamortized deferred financing fees, a redemption premium of $13.0 million and a make-whole interest payment of $6.7 million.

On July 2, 2013, the Company used a portion of the net proceeds from the IPO to redeem $175.0 million aggregate principal amount of the Senior Secured Notes. The redemption price of the Senior Secured Notes was 108.0% of the principal amount redeemed, plus $0.7 million of accrued and unpaid interest to the date of redemption. The Company used cash on hand to pay such accrued and unpaid interest. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $16.7 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $14.0 million in redemption premium and $2.7 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Secured Notes.

8.5% Senior Notes due 2019 (“2019 Senior Notes”)

At September 30, 2014, the outstanding principal amount of 2019 Senior Notes was $1,045.3 million, excluding $2.9 million in unamortized premium. The 2019 Senior Notes mature on April 1, 2019.

On August 5, 2014, the proceeds from the issuance of the 2022 Senior Notes discussed below, along with cash on hand, were deposited with the trustee to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes at a redemption price of 108.764% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption. The redemption date was September 5, 2014. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $22.1 million in the consolidated statement of operations for the three and nine months ended September 30, 2014, which was comprised of $2.2 million for the write-off of a portion of the unamortized deferred financing fees, a redemption premium of $10.0 million, and a make-whole interest payment of $10.6 million, partially offset by $0.7 million for the write-off of a portion of the unamortized premium.

On March 20, 2014, the Company repurchased and subsequently canceled $25.0 million aggregate principal amount of the 2019 Senior Notes from an affiliate of Providence Equity in a privately negotiated transaction on an arms' length basis at a price of 109.75% of the principal amount. Cash on hand was used to fund the repurchase of $25.0 million aggregate principal amount, $2.4 million of repurchase premium and $1.0 million in accrued and unpaid interest to the date of repurchase. In connection with this repurchase, the Company recorded a loss on extinguishment of long-term debt of $2.7 million in the Company's consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.4 million in repurchase premium and $0.3 million for the write-off of a portion of the unamortized deferred financing costs related to the 2019 Senior Notes.

6.0% Senior Notes due 2022 ("2022 Senior Notes")

On August 5, 2014, CDW LLC and CDW Finance Corporation, as co-issuers, completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes. Fees of $8.0 million related to the 2022 Senior Notes were capitalized as deferred financing costs and are being amortized over the term of the notes on a straight-line basis. The 2022 Senior Notes will mature on August 15, 2022.

CDW LLC and CDW Finance Corporation are the co-issuers of the 2022 Senior 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 2022 Senior Notes indenture contains negative covenants that, among other things, place restrictions and limitations on the ability of Parent and each of CDW LLC's direct and indirect, 100% owned, domestic subsidiaries to enter into sale and lease-back transactions, incur additional secured indebtedness, and create liens. The indenture governing the 2022 Senior Notes does not contain any financial covenants.

12.535% Senior Subordinated Exchange Notes due 2017 (“Senior Subordinated Notes”)

At September 30, 2014, there were no outstanding Senior Subordinated Notes due 2017.

On May 9, 2014, the Company redeemed all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. Cash on hand was used to fund the redemption of $42.5 million aggregate principal amount, $1.8 million in redemption premium and $0.4 million in accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $2.2 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $1.8 million in redemption premium and $0.4 million for the write-off of the remaining deferred financing costs related to the Senior Subordinated Notes.

On January 22, 2014 and February 21, 2014, the Company redeemed $30.0 million and $20.0 million aggregate principal amounts of Senior Subordinated Notes, respectively, at redemption prices that were 104.178% of the principal amounts redeemed. Cash on hand was used to fund the redemptions of $50.0 million aggregate principal amount, $2.1 million in redemption premiums and $1.9 million in aggregate accrued and unpaid interest to the dates of redemption. In connection with these redemptions, the Company recorded a loss on extinguishment of long-term debt of $2.7 million in the consolidated statement of operations for the nine months ended September 30, 2014. This loss represented $2.1 million in redemption premiums and $0.6 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

On October 18, 2013, the Company redeemed $155.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 104.178% of the principal amount redeemed. A combination of cash on hand and the net proceeds from the sale of shares of common stock related to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO, in the amount of $56.0 million, was used to fund the redemption of $155.0 million aggregate principal amount, $6.5 million of redemption premium and $0.2 million in accrued and unpaid interest to the date of redemption. See Note 6 for additional discussion of the underwriters' overallotment option. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $8.5 million in the Company's consolidated statement of operations for the year ended December 31, 2013. This loss represented $6.5 million in redemption premium and $2.0 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

On August 1, 2013, the Company redeemed $324.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. The Company used a portion of the net proceeds from the IPO to redeem $146.0 million aggregate principal amount of Senior Subordinated Notes and incremental borrowings of $190.0 million under the Term Loan to redeem $178.0 million aggregate principal amount of Senior Subordinated Notes. The Company used cash on hand to pay $12.0 million of accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $24.6 million in the consolidated statement of operations for the three and nine months ended September 30, 2013. This loss represented $20.3 million in redemption premium and $4.3 million for the write-off of a portion of the remaining deferred financing costs related to the Senior Subordinated Notes.

On March 8, 2013, the Company redeemed $50.0 million aggregate principal amount of Senior Subordinated Notes at a redemption price that was 106.268% of the principal amount redeemed. Cash on hand was used to fund the redemption of $50.0 million aggregate principal amount, $3.1 million of redemption premium and $2.5 million in accrued and unpaid interest to the date of redemption. In connection with this redemption, the Company recorded a loss on extinguishment of long-term debt of $3.9 million in the Company's consolidated statement of operations for the nine months ended September 30, 2013. This loss represented $3.1 million in redemption premium and $0.8 million for the write-off of a portion of the remaining unamortized deferred financing costs related to the Senior Subordinated Notes.

Fair Value

The fair value of the Company's long-term debt instruments at September 30, 2014 was $3,213.3 million. The fair value of the 2022 Senior Notes and the 2019 Senior Notes is estimated using quoted market prices for identical assets or liabilities that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Term Loan is estimated using dealer quotes for identical assets or liabilities in markets that are not considered active. Consequently, the Company's long-term debt is classified as Level 2 within the fair value hierarchy.

At September 30, 2014, the carrying value of the Company's long-term debt was $3,162.7 million, excluding $2.9 million in unamortized premium and $3.9 million in unamortized discount.

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2014

Long-term Debt, Unclassified [Abstract]

Carrying Value of Long-Term Debt

Long-term debt was as follows:

(dollars in millions)	Interest Rate (1)		September 30, 2014			December 31, 2013
Senior secured asset-based revolving credit facility	—	%	$	—		$	—
Senior secured term loan facility	3.25	%	1,517.4			1,528.9
Unamortized discount on senior secured term loan facility			(3.9		)	(4.4		)
Senior secured notes due 2018	—	%	—			325.0
Senior notes due 2019	8.5	%	1,045.3			1,305.0
Unamortized premium on senior notes due 2019			2.9			4.2
Senior notes due 2022	6.0	%	600.0			—
Senior subordinated notes due 2017	—	%	—			92.5
Total long-term debt			3,161.7			3,251.2
Less current maturities of long-term debt			(15.4		)	(45.4		)
Long-term debt, excluding current maturities			$	3,146.3		$	3,205.8

(1)Interest rate at September 30, 2014.

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Supplemental Guarantor Information

9 Months Ended

Sep. 30, 2014

Supplemental Guarantor Information [Abstract]

Supplemental Guarantor Information

Supplemental Guarantor Information

The 2019 Senior Notes and the 2022 Senior Notes are, and, prior to being redeemed in full, the Senior Subordinated Notes and the Senior Secured Notes were guaranteed by Parent and each of CDW LLC’s direct and indirect, 100% owned, domestic subsidiaries (the “Guarantor Subsidiaries”). All guarantees by Parent and Guarantor Subsidiaries are and were joint and several, and full and unconditional; provided that guarantees by the Guarantor Subsidiaries (i) are subject to certain customary release provisions contained in the indentures governing the 2019 Senior Notes and the 2022 Senior Notes and (ii) were subject to certain customary release provisions contained in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes until such indentures were satisfied and discharged in 2014. 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 100% owned by Parent, and each of the Guarantor Subsidiaries and the Non-Guarantor Subsidiary is 100% owned by CDW LLC.

On May 9, 2014, all of the remaining $42.5 million aggregate principal amount of Senior Subordinated Notes was redeemed in full and the indenture governing the Senior Subordinated Notes was satisfied and discharged. See Note 4 for more information.

On August 5, 2014, CDW LLC and CDW Finance Corporation completed the issuance of $600.0 million aggregate principal amount of 2022 Senior Notes, which are guaranteed by Parent and the Guarantor Subsidiaries. The proceeds from this issuance, along with cash on hand, were used to redeem all of the remaining $325.0 million aggregate principal amount of the Senior Secured Notes and to redeem $234.7 million aggregate principal amount of the 2019 Senior Notes. The indenture governing the Senior Secured Notes was concurrently satisfied and discharged. See Note 4 for more information.

The following tables set forth condensed consolidating balance sheets as of September 30, 2014 and December 31, 2013, consolidating statements of operations for the three and nine months ended September 30, 2014 and 2013, condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2014 and 2013, and condensed consolidating statements of cash flows for the nine months ended September 30, 2014 and 2013, 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
September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	340.0	$	—	$	30.5	$	—	$	(12.7	)	$	357.8
Accounts receivable, net	—		—		1,410.1		63.1		—		—			1,473.2
Merchandise inventory	—		—		419.7		3.8		—		—			423.5
Miscellaneous receivables	—		58.8		110.8		5.8		—		—			175.4
Prepaid expenses and other	—		16.5		67.5		3.3		—		(1.0		)	86.3
Total current assets	—		415.3		2,008.1		106.5		—		(13.7		)	2,516.2
Property and equipment, net	—		74.3		56.1		1.3		—		—			131.7
Goodwill	—		751.9		1,439.0		27.7		—		—			2,218.6
Other intangible assets, net	—		322.8		878.5		5.7		—		—			1,207.0
Deferred financing costs, net	—		31.8		—		—		—		—			31.8
Other assets	4.4		2.1		—		1.4		—		(5.8		)	2.1
Investment in and advances to subsidiaries	889.6		2,826.3		—		—		—		(3,715.9		)	—
Total assets	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable—trade	$	—	$	18.6	$	748.5	$	23.5	$	—	$	(12.7	)	$	777.9
Accounts payable—inventory financing	—		—		299.7		—		—		—			299.7
Current maturities of long-term debt	—		15.4		—		—		—		—			15.4
Deferred revenue	—		—		99.2		3.1		—		—			102.3
Accrued expenses	—		160.0		165.6		7.7		—		(1.0		)	332.3
Total current liabilities	—		194.0		1,313.0		34.3		—		(13.7		)	1,527.6
Long-term liabilities:
Debt	—		3,146.3		—		—		—		—			3,146.3
Deferred income taxes	—		153.9		344.4		1.5		—		(4.4		)	495.4
Other liabilities	—		40.7		3.6		1.2		—		(1.4		)	44.1
Total long-term liabilities	—		3,340.9		348.0		2.7		—		(5.8		)	3,685.8
Total shareholders’ equity	894.0		889.6		2,720.7		105.6		—		(3,715.9		)	894.0
Total liabilities and shareholders’ equity	$	894.0	$	4,424.5	$	4,381.7	$	142.6	$	—	$	(3,735.4	)	$	6,107.4

Condensed Consolidating Balance Sheet
December 31, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—	$	196.5	$	—	$	14.0	$	—	$	(22.4	)	$	188.1
Accounts receivable, net	—		—		1,375.9		75.1		—		—			1,451.0
Merchandise inventory	—		—		378.9		3.1		—		—			382.0
Miscellaneous receivables	—		49.9		91.0		5.4		—		—			146.3
Prepaid expenses and other	—		10.7		33.4		5.1		—		(3.1		)	46.1
Total current assets	—		257.1		1,879.2		102.7		—		(25.5		)	2,213.5
Property and equipment, net	—		69.7		59.6		1.8		—		—			131.1
Goodwill	—		751.9		1,439.0		29.4		—		—			2,220.3
Other intangible assets, net	—		338.5		982.8		6.7		—		—			1,328.0
Deferred financing costs, net	—		30.1		—		—		—		—			30.1
Other assets	4.9		1.4		0.1		0.9		—		(5.7		)	1.6
Investment in and advances to subsidiaries	706.8		2,909.4		—		—		—		(3,616.2		)	—
Total assets	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable-trade	$	—	$	21.4	$	637.3	$	26.5	$	—	$	(22.4	)	$	662.8
Accounts payable-inventory financing	—		—		256.6		—		—		—			256.6
Current maturities of long-term debt	—		45.4		—		—		—		—			45.4
Deferred revenue	—		—		89.9		4.9		—		—			94.8
Accrued expenses	—		163.5		175.1		7.5		—		(3.1		)	343.0
Total current liabilities	—		230.3		1,158.9		38.9		—		(25.5		)	1,402.6
Long-term liabilities:
Debt	—		3,205.8		—		—		—		—			3,205.8
Deferred income taxes	—		178.3		388.4		1.6		—		(4.8		)	563.5
Other liabilities	—		36.9		3.6		1.4		—		(0.9		)	41.0
Total long-term liabilities	—		3,421.0		392.0		3.0		—		(5.7		)	3,810.3
Total shareholders’ equity	711.7		706.8		2,809.8		99.6		—		(3,616.2		)	711.7
Total liabilities and shareholders' equity	$	711.7	$	4,358.1	$	4,360.7	$	141.5	$	—	$	(3,647.4	)	$	5,924.6

Consolidating Statement of Operations
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	3,140.6		$	125.5		$	—	$	—		$	3,266.1
Cost of sales	—		—			2,648.8			110.0			—		—			2,758.8
Gross profit	—		—			491.8			15.5			—		—			507.3
Selling and administrative expenses	—		28.3			248.7			8.4			—		—			285.4
Advertising expense	—		—			36.4			0.8			—		—			37.2
(Loss) income from operations	—		(28.3		)	206.7			6.3			—		—			184.7
Interest (expense) income, net	—		(50.2		)	0.1			—			—		—			(50.1		)
Net loss on extinguishments of long-term debt	—		(45.8		)	—			—			—		—			(45.8		)
Management fee	—		0.9			—			(0.9		)	—		—			—
Other income (expense), net	—		—			0.6			0.1			—		—			0.7
(Loss) income before income taxes	—		(123.4		)	207.4			5.5			—		—			89.5
Income tax benefit (expense)	—		46.0			(78.4		)	(1.5		)	—		—			(33.9		)
(Loss) income before equity in earnings of subsidiaries	—		(77.4		)	129.0			4.0			—		—			55.6
Equity in earnings of subsidiaries	55.6		133.0			—			—			—		(188.6		)	—
Net income	$	55.6	$	55.6		$	129.0		$	4.0		$	—	$	(188.6	)	$	55.6

Consolidating Statement of Operations
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	2,753.4		$	110.9		$	—	$	—		$	2,864.3
Cost of sales	—			—			2,309.0			96.9			—		—			2,405.9
Gross profit	—			—			444.4			14.0			—		—			458.4
Selling and administrative expenses	24.4			20.6			278.6			8.8			—		—			332.4
Advertising expense	—			—			31.9			1.2			—		—			33.1
(Loss) income from operations	(24.4		)	(20.6		)	133.9			4.0			—		—			92.9
Interest (expense) income, net	—			(56.4		)	0.2			—			—		—			(56.2		)
Net loss on extinguishments of long-term debt	—			(41.3		)	—			—			—		—			(41.3		)
Management fee	—			1.0			—			(1.0		)	—		—			—
Other (expense) income, net	—			(0.4		)	0.2			—			—		—			(0.2		)
(Loss) income before income taxes	(24.4		)	(117.7		)	134.3			3.0			—		—			(4.8		)
Income tax benefit (expense)	9.2			43.6			(49.4		)	(0.8		)	—		—			2.6
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(74.1		)	84.9			2.2			—		—			(2.2		)
Equity in earnings of subsidiaries	13.0			87.1			—			—			—		(100.1		)	—
Net income	$	(2.2	)	$	13.0		$	84.9		$	2.2		$	—	$	(100.1	)	$	(2.2	)

Consolidating Statement of Operations
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—	$	—		$	8,631.7		$	392.7		$	—	$	—		$	9,024.4
Cost of sales	—		—			7,248.7			346.3			—		—			7,595.0
Gross profit	—		—			1,383.0			46.4			—		—			1,429.4
Selling and administrative expenses	—		82.0			712.3			25.9			—		—			820.2
Advertising expense	—		—			97.8			2.7			—		—			100.5
(Loss) income from operations	—		(82.0		)	572.9			17.8			—		—			508.7
Interest (expense) income, net	—		(149.0		)	0.1			0.2			—		—			(148.7		)
Net loss on extinguishments of long-term debt	—		(53.8		)	—			—			—		—			(53.8		)
Management fee	—		2.9			—			(2.9		)	—		—			—
Other income (expense), net	—		0.1			1.4			(0.1		)	—		—			1.4
(Loss) income before income taxes	—		(281.8		)	574.4			15.0			—		—			307.6
Income tax benefit (expense)	—		105.1			(215.6		)	(4.0		)	—		—			(114.5		)
(Loss) income before equity in earnings of subsidiaries	—		(176.7		)	358.8			11.0			—		—			193.1
Equity in earnings of subsidiaries	193.1		369.8			—			—			—		(562.9		)	—
Net income	$	193.1	$	193.1		$	358.8		$	11.0		$	—	$	(562.9	)	$	193.1

Consolidating Statement of Operations
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net sales	$	—		$	—		$	7,705.2		$	350.1		$	—	$	—		$	8,055.3
Cost of sales	—			—			6,436.5			306.8			—		—			6,743.3
Gross profit	—			—			1,268.7			43.3			—		—			1,312.0
Selling and administrative expenses	24.4			73.9			725.4			26.6			—		—			850.3
Advertising expense	—			—			92.0			3.1			—		—			95.1
(Loss) income from operations	(24.4		)	(73.9		)	451.3			13.6			—		—			366.6
Interest (expense) income, net	—			(199.0		)	0.2			0.2			—		—			(198.6		)
Net loss on extinguishments of long-term debt	—			(55.5		)	—			—			—		—			(55.5		)
Management fee	—			3.4			—			(3.4		)	—		—			—
Other (expense) income, net	—			(0.5		)	0.6			0.3			—		—			0.4
(Loss) income before income taxes	(24.4		)	(325.5		)	452.1			10.7			—		—			112.9
Income tax benefit (expense)	9.2			121.0			(167.8		)	(2.5		)	—		—			(40.1		)
(Loss) income before equity in earnings of subsidiaries	(15.2		)	(204.5		)	284.3			8.2			—		—			72.8
Equity in earnings of subsidiaries	88.0			292.5			—			—			—		(380.5		)	—
Net income	$	72.8		$	88.0		$	284.3		$	8.2		$	—	$	(380.5	)	$	72.8

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	50.4	$	50.4	$	129.0	$	(1.2	)	$	—	$	(178.2	)	$	50.4

Condensed Consolidating Statement of Comprehensive Income
Three Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	(0.2	)	$	15.0	$	84.9	$	4.2	$	—	$	(104.1	)	$	(0.2	)

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	187.7	$	187.7	$	358.8	$	5.6	$	—	$	(552.1	)	$	187.7

Condensed Consolidating Statement of Comprehensive Income
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor		Subsidiary Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiary		Co-Issuer		Consolidating Adjustments			Consolidated
Comprehensive income (loss)	$	69.1	$	84.2	$	284.3	$	4.5	$	—	$	(373.0	)	$	69.1

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2014
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	—		$	(127.2	)	$	450.9		$	17.1		$	—	$	9.7		$	350.5
Cash flows from investing activities:
Capital expenditures	—			(29.9		)	(4.5		)	—			—		—			(34.4		)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	—			(20.9		)	—			—			—		—			(20.9		)
Premium payments on interest rate cap agreements	—			(0.7		)	—			—			—		—			(0.7		)
Net cash used in investing activities	—			(51.5		)	(4.5		)	—			—		—			(56.0		)
Cash flows from financing activities:
Repayments of long-term debt	—			(11.6		)	—			—			—		—			(11.6		)
Proceeds from the issuance of long-term debt	—			600.0			—			—			—		—			600.0
Payments to extinguish long-term debt	—			(723.9		)	—			—			—		—			(723.9		)
Payments of debt financing costs	—			(14.4		)	—			—			—		—			(14.4		)
Net change in accounts payable-inventory financing	—			—			43.1			—			—		—			43.1
Proceeds from stock option exercises	—			1.1			—			—			—		—			1.1
Proceeds from Coworker Stock Purchase Plan	—			3.7			—			—			—		—			3.7
Dividends paid	(21.9		)	—			—			—			—		—			(21.9		)
Excess tax benefits from equity-based compensation	—			0.2			—			—			—		—			0.2
Advances from (to) affiliates	21.9			467.1			(489.5		)	0.5			—		—			—
Net cash provided by (used in) financing activities	—			322.2			(446.4		)	0.5			—		—			(123.7		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(1.1		)	—		—			(1.1		)
Net increase in cash and cash equivalents	—			143.5			—			16.5			—		9.7			169.7
Cash and cash equivalents—beginning of period	—			196.5			—			14.0			—		(22.4		)	188.1
Cash and cash equivalents—end of period	$	—		$	340.0		$	—		$	30.5		$	—	$	(12.7	)	$	357.8

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2013
(in millions)	Parent Guarantor			Subsidiary Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiary			Co-Issuer		Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(15.2	)	$	(71.5	)	$	425.5		$	19.0		$	—	$	13.0		$	370.8
Cash flows from investing activities:
Capital expenditures	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Net cash used in investing activities	—			(27.2		)	(3.2		)	(0.1		)	—		—			(30.5		)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility	—			63.0			—			—			—		—			63.0
Repayments of borrowings under revolving credit facility	—			(63.0		)	—			—			—		—			(63.0		)
Repayments of long-term debt	—			(47.2		)	—			—			—		—			(47.2		)
Proceeds from issuance of long-term debt	—			1,535.2			—			—			—		—			1,535.2
Payments to extinguish long-term debt	—			(1,885.9		)	—			—			—		—			(1,885.9		)
Net change in accounts payable - inventory financing	—			—			(24.0		)	—			—		—			(24.0		)
Prepayment of Incentive compensation plan withholding taxes	—			(4.0		)	(19.6		)	(0.5		)	—		—			(24.1		)
Net proceeds from issuance of common shares	424.7			—			—			—			—		—			424.7
Advances from (to) affiliates	(409.5		)	788.1			(378.7		)	0.1			—		—			—
Other financing activities	—			(6.1		)	—			—			—		—			(6.1		)
Net cash provided by (used in) financing activities	15.2			380.1			(422.3		)	(0.4		)	—		—			(27.4		)
Effect of exchange rate changes on cash and cash equivalents	—			—			—			(0.6		)	—		—			(0.6		)
Net increase in cash and cash equivalents	—			281.4			—			17.9			—		13.0			312.3
Cash and cash equivalents—beginning of period	—			48.0			—			9.8			—		(19.9		)	37.9
Cash and cash equivalents—end of period	$	—		$	329.4		$	—		$	27.7		$	—	$	(6.9	)	$	350.2

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Earnings per Share (Notes)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

8. Earnings per Share

The numerator for both basic and diluted earnings per share is net income. The denominator for basic earnings per share is the weighted average number of common shares outstanding during the period. The dilutive effect of outstanding restricted stock, restricted stock units, stock options, Coworker Stock Purchase Plan units and MPK Plan units is reflected in the denominator for diluted earnings per share using the treasury stock method.

The following is a reconciliation of basic shares to diluted shares:

	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2014	2013	2014	2013
Weighted-average shares - basic	170.9	166.8	170.2	152.5
Effect of dilutive securities	2.1	—	2.5	1.8
Weighted-average shares - diluted	173.0	166.8	172.7	154.3

There was an insignificant amount of potential common shares excluded from diluted earnings per share for the three and nine month periods ended September 30, 2014, as their inclusion would have had an anti-dilutive effect. There were 6.3 million and 0.1 million potential common shares excluded from diluted earnings per share for the three and nine month periods ended September 30, 2013, as their inclusion would have had an anti-dilutive effect.

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Shareholders Equity (Notes)

9 Months Ended

Sep. 30, 2014

Shareholders' Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Shareholders' Equity

The Company declared and paid cash dividends per common share during the periods presented as follows:

(in millions, except per share amounts)	Dividends Per Share		Amount
2014:
First Quarter	$	0.0425	$	7.3
Second Quarter	$	0.0425	$	7.3
Third Quarter	$	0.0425	$	7.3
2013:
First Quarter	$	—	$	—
Second Quarter	$	—	$	—
Third Quarter	$	—	$	—
Fourth Quarter	$	0.0425	$	7.3

See Note 13 for a discussion of the dividend declared during the fourth quarter of 2014. Future dividends will be subject to the approval of the Company's Board of Directors and will depend upon the Company’s results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any potential indebtedness the Company may incur, restrictions imposed by applicable law, tax considerations and other factors that the Company’s Board of Directors deems relevant. In addition, the Company’s ability to pay dividends on its common stock will be limited by restrictions on the ability of subsidiaries to pay dividends or make distributions to the Company, in each case, under the terms of certain current and future agreements governing the Company’s indebtedness.

On January 1, 2014, the first offering period under the Company's Coworker Stock Purchase Plan (the “CSPP”) commenced. The CSPP provides the opportunity for eligible coworkers to acquire shares of the Company's common stock at a 5% discount from the closing market price on the final day of the offering period. There is no compensation expense associated with the CSPP.

On July 2, 2013, the Company completed an IPO of 23,250,000 shares of common stock. On July 31, 2013, the Company completed the sale of an additional 3,487,500 shares of common stock to the underwriters of the IPO pursuant to the underwriters' July 26, 2013 exercise in full of the overallotment option granted to them in connection with the IPO. Such shares were registered under the Securities Act of 1933, as amended, pursuant to the Company's Registration Statement on Form S-1, which was declared effective by the SEC on June 26, 2013. The shares of common stock are listed on the NASDAQ Global Select Market under the symbol “CDW.” The Company's shares of common stock were sold to the underwriters at a price of $17.00 per share in the IPO and upon the exercise of the overallotment option, which together generated aggregate net proceeds of $424.7 million to the Company after deducting underwriting discounts, expenses and transaction costs.

The Company has completed the following secondary public offerings, whereby certain selling stockholders sold shares of common stock to the underwriters. The Company did not receive any proceeds from these sales of shares.

Secondary Offering Shares	Completion Date of Secondary Offering	Overallotment Shares (1)	Completion Date of Overallotment Shares	Secondary Offering Expenses (in millions)
15,000,000	11/19/2013	2,250,000	12/18/2013	$	0.6
10,000,000	3/12/2014	1,500,000	3/12/2014	$	0.4
15,000,000	5/28/2014	2,250,000	6/4/2014	$	0.5
15,000,000	9/8/2014 (2)	—	—	$	0.3

(1) Under each underwriting agreement, the selling stockholders granted the underwriters an option, exercisable for thirty days, to purchase up to the additional amount of shares noted.

(2) The option to purchase additional shares was not exercised in connection with the September 2014 secondary offering.

The following pre-tax IPO-related expenses and secondary-offering-related expenses were included within selling and administrative expenses in the consolidated statements of operations during three and nine months ended September 30, 2014 and 2013, respectively.

(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Acceleration charge for certain equity awards and related employer payroll taxes	$	—	$	40.7	$	—	$	40.7
RDU Plan cash retention pool accrual	—		7.5		—		7.5
Management services agreement termination fee	—		24.4		—		24.4
Other expenses (1)	0.3		1.5		1.2		1.7
IPO- and secondary-offering-related expenses	$	0.3	$	74.1	$	1.2	$	74.3

(1) Other expenses include secondary-offering expenses of $0.3 million and $1.2 million for the three and nine months ended September 30, 2014, respectively. There were no secondary-offering expenses recognized during the three and nine months ended September 30, 2013.

In June 2013, the Company’s Board of Directors and the Company's sole shareholder at that time, CDW Holdings, approved the reclassification of the Company’s Class A common shares and Class B common shares into a single class of common shares and a 143.0299613-for-1 stock split, effective immediately. The par value of the common shares was maintained at $0.01 per share. All references to common shares and per share amounts in the accompanying consolidated financial statements have been adjusted to reflect the reclassification and stock split on a retroactive basis.

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Equity-Based Compensation

9 Months Ended

Sep. 30, 2014

Equity-Based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Equity-Based Compensation

The Company recognized $3.9 million and $40.3 million in equity-based compensation expense for the three months ended September 30, 2014 and 2013, respectively, and $11.5 million and $44.3 million in equity-based compensation expense for the nine months ended September 30, 2014 and 2013, respectively. Equity-based compensation expense for the three and nine months ended September 30, 2013 included incremental expense of $36.7 million related to the acceleration of the expense recognition for the MPK Coworker Incentive Plan II (the "MPK Plan") units in conjunction with the Company's IPO.

The following table sets forth a summary of the Company's stock option activity for the nine months ended September 30, 2014:

Options	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in millions)
Outstanding at January 1, 2014	1,280,255		$	17.00
Granted	1,244,386		$	24.39
Forfeited/Expired	(9,264	)	$	24.29
Exercised	(63,432	)	$	17.00		$	0.8
Outstanding at September 30, 2014	2,451,945		$	20.72	8.6	$	25.3
Vested at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Exercisable at September 30, 2014	524,824		$	17.00	7.5	$	7.4
Expected to vest at September 30, 2014	1,874,216		$	21.75	8.8	$	17.4

During the nine months ended September 30, 2014, the Company granted 1,244,386 stock options under the 2013 Long-Term Incentive Plan (the "2013 LTIP"). These options vest annually over three years. The Company has elected to use the Black-Scholes option pricing model to estimate the fair value of stock options granted. The Black-Scholes option pricing model incorporates various assumptions including volatility, expected term, risk-free interest rates and dividend yields. The assumptions used to value the stock options granted during the nine months ended September 30, 2014 are presented below.

Assumptions	Nine Months Ended September 30, 2014
Weighted-average grant date fair value	$	7.23
Weighted-average volatility (1)	30.00		%
Weighted-average risk-free rate (2)	1.77		%
Dividend yield	0.70		%
Expected term (in years) (3)	6.0

(1) Based upon an assessment of the two-year, five-year and implied volatility for the Company’s selected peer group, adjusted for the Company’s leverage.

(2) Based on a composite U.S. Treasury rate.

(3) The expected term is calculated using the simplified method. The simplified method defines the expected term as the average of the option’s contractual term and the option’s weighted-average vesting period. The Company utilizes this method as it has limited historical stock option data that is sufficient to derive a reasonable estimate of the expected stock option term.

The following table sets forth a summary of the Company's restricted stock unit activity for the nine months ended September 30, 2014:

	Number of Units		Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2014	1,351,572		$	17.04
Granted	25,844		24.29
Vested/Settled	(1,528	)	17.00
Forfeited	(101,069	)	17.00
Nonvested at September 30, 2014	1,274,819		$	17.18

In connection with the Company's 2013 IPO discussed in Note 6, CDW Holdings distributed all of its shares of the Company's common stock to its existing members in accordance with the members' respective membership interests and was subsequently dissolved in August 2013. Common stock received by holders of B Units in connection with the distribution is subject to any vesting provisions previously applicable to the holder's B Units. At the time of the IPO, B Unit holders received 3,798,508 shares of restricted stock with respect to B Units that had not yet vested at the time of the distribution. For the nine months ended September 30, 2014, 1,737,866 shares of such restricted stock vested/settled and 7,122 shares were forfeited. As of September 30, 2014, 847,045 shares of restricted stock were outstanding.

During the nine months ended September 30, 2014, the Company granted 416,590 performance share units (the "PSUs") under the 2013 LTIP. The percentage of shares that shall vest will range from 0% to 200% of the number of PSUs granted based on the Company's performance against a cumulative adjusted free cash flow measure and cumulative non-GAAP net income per diluted share measure over a three-year performance period. The weighted-average grant-date fair value of the PSUs granted during the period was $24.39 per unit. During the nine months ended September 30, 2014, 3,100 PSUs were forfeited at a weighted-average grant-date fair value of $24.29. As of September 30, 2014, 413,490 PSUs were outstanding.

As of September 30, 2014, the Company estimated there was $30.3 million of total unrecognized compensation expense to be recognized over the next 2.5 years.

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Deferred Compensation Plan

9 Months Ended

Sep. 30, 2014

Deferred Compensation Plan [Abstract]

Deferred Compensation Plan

Deferred Compensation Plan

On March 10, 2010, in connection with the Company’s purchase of $28.5 million principal amount of its outstanding senior subordinated debt, the Company established the Restricted Debt Unit Plan (the “RDU Plan”), an unfunded nonqualified deferred compensation plan. The total number of RDUs that can be granted under the RDU Plan is 28,500. As of September 30, 2014, 28,500 RDUs were outstanding. RDUs that are outstanding vest daily on a pro rata basis over the three-year period from January 1, 2012 (or, if later, the date of hire or the date of a subsequent RDU grant) through December 31, 2014. Participants have no rights to the underlying debt.

The total amount of compensation available to be paid under the RDU Plan was initially to be based on two components, a principal component and an interest component. The principal component credits the RDU Plan with a notional amount equal to the $28.5 million face value of the Senior Subordinated Notes (the "Debt Pool"), together with certain redemption premium equivalents as noted below. The interest component credits the RDU Plan with amounts equal to the interest that would have been earned on the Debt Pool from March 10, 2010 through maturity on October 12, 2017, except as discussed below. Interest amounts for 2010 and 2011 were deferred until 2012, and thereafter, interest amounts were paid to participants semi-annually on the interest payment due dates.

The Company used a portion of the IPO proceeds together with incremental borrowings to redeem $324.0 million of the total Senior Subordinated Notes outstanding on August 1, 2013. In connection with the IPO and the partial redemption of the Senior Subordinated Notes, the Company amended the RDU Plan to increase the retentive value of the plan. In accordance with the original terms of the RDU Plan, the principal component of the RDUs converted to a cash-denominated pool upon the redemption of the Senior Subordinated Notes. In addition, the Company added $0.1 million and $1.4 million to the principal component in the nine months ended September 30, 2014 and the year ended December 31, 2013, respectively, as redemption premium equivalents in accordance with the terms of the RDU plan. Under the terms of the amended RDU Plan, upon the partial redemption of outstanding Senior Subordinated Notes, the RDUs ceased to accrue the proportionate related interest component credits. The amended RDU Plan provides participants the opportunity to share on a pro rata basis in cash retention pools payable to participants who satisfy certain retention requirements. The aggregate amount of the retention pools was determined to be $15.0 million based upon the amount of interest component credits that would have been allocated to the RDU Plan if the Senior Subordinated Notes had remained outstanding from August 1, 2013 through maturity. The Company recorded a pre-tax charge of $7.5 million in the year ended December 31, 2013 for payment of the first cash retention pool. The second cash retention pool payment is expected to be made to participants who remain employed through December 31, 2015 in the first quarter of 2016. Participants continued to accrue an interest component credit for the proportionate amount of Senior Subordinated Notes still outstanding, payable on the aforementioned semi-annual due dates; such payments, however, will be deducted from the second retention pool payment amount of $7.5 million.

Unrecognized compensation expense as of September 30, 2014 of approximately $2 million is expected to be recognized through 2014 and approximately $7 million in 2015 through 2017. 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 $2.2 million and $10.4 million related to the RDU Plan was recognized for the three months ended September 30, 2014 and 2013, respectively, and $6.6 million and $14.7 million for the nine months ended September 30, 2014 and 2013, respectively. At September 30, 2014 and December 31, 2013, the Company had $28.2 million and $21.8 million of liabilities related to the RDU Plan recorded on the consolidated balance sheets, respectively.

Payment of the principal component of the RDU Plan is expected to be made on October 12, 2017, unless accelerated due to a sale of the Company.

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Long-Term Debt -Senior Secured Notes (Details) (USD $)	3 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Senior Secured Notes, due 2018 [Member]	Sep. 30, 2013 Senior Secured Notes, due 2018 [Member]	Aug. 05, 2014 Senior Secured Notes, due 2018 [Member]	Dec. 31, 2013 Senior Secured Notes, due 2018 [Member]	Jul. 02, 2013 Senior Secured Notes, due 2018 [Member]
Debt Instrument [Line Items]
Extinguishment of Debt, Accrued Interest Paid to Lenders									$ 700,000
Write off of Deferred Debt Issuance Cost					4,000,000	2,700,000
Net loss on extinguishments of long-term debt	(45,800,000)	(41,300,000)	(53,800,000)	(55,500,000)	23,700,000	(16,700,000)
Extinguishment of Debt, Fees Paid to Lenders					13,000,000	14,000,000
Extinguishment of Debt, Make-whole Interest Payment					6,700,000
Long-term Debt, stated interest rate					8.00%
Debt, short-term and long-term					0			325,000,000
Debt Instrument, Repurchased Face Amount							$ 325,000,000		$ 175,000,000
Redemption Premium, percentage of par value							0.00%		108.00%

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Subsequent Events (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended				0 Months Ended		1 Months Ended	3 Months Ended											1 Months Ended		9 Months Ended				3 Months Ended	9 Months Ended						0 Months Ended	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Aug. 05, 2014 Senior Notes [Member]	Sep. 30, 2014 Senior Secured Notes, due 2018 [Member]	Sep. 30, 2013 Senior Secured Notes, due 2018 [Member]	Aug. 05, 2014 Senior Secured Notes, due 2018 [Member]	Dec. 31, 2013 Senior Secured Notes, due 2018 [Member]	Jul. 02, 2013 Senior Secured Notes, due 2018 [Member]	May 09, 2014 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Feb. 28, 2014 Subordinated Debt [Member]	Sep. 30, 2014 Subordinated Debt [Member]	Mar. 31, 2014 Subordinated Debt [Member]	Dec. 31, 2013 Subordinated Debt [Member]	Sep. 30, 2013 Subordinated Debt [Member]	May 09, 2014 Subordinated Debt [Member]	Feb. 21, 2014 Subordinated Debt [Member]	Jan. 22, 2014 Subordinated Debt [Member]	Oct. 18, 2013 Subordinated Debt [Member]	Aug. 01, 2013 Subordinated Debt [Member]	Mar. 08, 2013 Subordinated Debt [Member]	Mar. 10, 2010 Subordinated Debt [Member]	Jul. 31, 2013 Term Loan [Member]	Apr. 30, 2013 Term Loan [Member]	Sep. 30, 2013 Term Loan [Member]	Sep. 30, 2014 Term Loan [Member]	Dec. 31, 2013 Term Loan [Member]	Apr. 29, 2013 Term Loan [Member]	Sep. 30, 2014 Senior notes due 2019 [Member]	Sep. 30, 2014 Senior notes due 2019 [Member]	Aug. 05, 2014 Senior notes due 2019 [Member]	Mar. 20, 2014 Senior notes due 2019 [Member]	Dec. 31, 2013 Senior notes due 2019 [Member]	Sep. 30, 2014 LIBOR [Member] Minimum [Member] Term Loan [Member]	Sep. 30, 2014 LIBOR [Member] Maximum [Member] Term Loan [Member]	Nov. 12, 2014 Subsequent Event [Member]	Dec. 31, 2014 Subsequent Event [Member]	Nov. 06, 2014 Subsequent Event [Member]	Dec. 31, 2014 Cap agreement effective January 14, 2015-2017 [Member] Subsequent Event [Member]	Sep. 30, 2014 Interest rate cap purchased during 2014 [Member]	Dec. 31, 2014 Interest rate cap purchased during 2014 [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Derivative, Notional Amount																																									$ 300,000,000	$ 250,000,000
Derivative Asset entered into during fourth quarter 2014, noncurrent			700,000	0																																			600,000
Interest Rate Cap, cap rate																																										2.00%	2.00%
Cash dividends declared per common share																																							$ 0.0675
Proceeds from Issuance of Debt																									190,000,000
Debt Instrument, Repurchased Face Amount								325,000,000		175,000,000					50,000,000			42,500,000	20,000,000	30,000,000	155,000,000	324,000,000	50,000,000	28,500,000									234,700,000	25,000,000
Redemption Premium, percentage of par value								0.00%		108.00%								104.178%	104.178%		104.178%	106.268%	106.268%										108.80%	109.75%
Extinguishment of Debt, Accrued Interest Paid to Lenders										700,000								400,000	1,900,000		200,000	12,000,000	2,500,000											1,000,000
Proceeds from Issuance of Long-term Debt			600,000,000	1,535,200,000																						1,350,000,000
Debt, short-term and long-term					600,000,000	0			325,000,000					0		92,500,000												1,517,400,000	1,528,900,000		1,045,300,000	1,045,300,000			1,305,000,000
Long-term Debt, stated interest rate						8.00%								12.535%																	8.50%	8.50%
Discount, percent of par																									99.25%					99.75%
Variable Interest Rate Margin																																				2.25%	2.50%
Quarterly amortization payment of original principal, Percent																												0.25%
Net loss on extinguishments of long-term debt	45,800,000	41,300,000	53,800,000	55,500,000		(23,700,000)	16,700,000					3,900,000		(2,200,000)	2,700,000	8,500,000	24,600,000										10,300,000				(22,100,000)	(2,700,000)
Extinguishment of Debt, Fees Paid to Lenders						13,000,000	14,000,000				1,800,000	3,100,000			2,100,000	6,500,000	20,300,000														10,000,000	2,400,000
Write off of Deferred Debt Issuance Cost						4,000,000	2,700,000					800,000	600,000	400,000		2,000,000	4,300,000														2,200,000	300,000
Debt Instrument, Repurchase Amount																																	234,700,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased																																								$ 500,000,000
Stock Repurchased During Period, Shares																																						0
Equity Method Investment, Ownership Percentage																																								35.00%

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Description Of Business And Summary Of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Description of Business and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation, Policy

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013 (the "consolidated financial statements") have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The 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, 2013 (the "December 31, 2013 financial statements"). The significant accounting policies used in preparing these consolidated financial statements were applied on a basis consistent with those reflected in the December 31, 2013 financial statements. In the opinion of management, the consolidated financial statements contain all adjustments (consisting of a normal, recurring nature) necessary to present fairly the Company's financial position, results of operations, comprehensive income, cash flows and changes in shareholders' equity 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") was previously owned directly by CDW Holdings LLC ("CDW Holdings"), a company controlled by investment funds affiliated with Madison Dearborn Partners, LLC ("Madison Dearborn") and Providence Equity Partners, L.L.C. ("Providence Equity," and together with Madison Dearborn, the "Sponsors"), certain other co-investors and certain members of CDW management. On July 2, 2013, Parent completed an initial public offering (the "IPO") of its common stock. In connection with the IPO, CDW Holdings distributed all of its shares of Parent's common stock to its members in June 2013 in accordance with the members' respective membership interests and was subsequently dissolved in August 2013. See Note 6 for additional discussion of the IPO.

Parent has two 100% owned subsidiaries, CDW LLC and CDW Finance Corporation. CDW LLC is an Illinois limited liability company that, together with its 100% owned subsidiaries, holds all material assets and conducts all business activities and operations of the Company. CDW Finance Corporation is a Delaware corporation formed for the sole purpose of acting as co-issuer of certain debt obligations as described in Note 12 and does not hold any material assets or engage in any business activities or operations.

Throughout these notes, the terms the “Company” and “CDW” refer to Parent and its 100% owned subsidiaries.

Principles of Consolidation, Policy

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Parent and its 100% owned subsidiaries. All intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates, Policy

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 the consolidated financial statements contained in the December 31, 2013 financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of the Company's consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2014.

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Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

The following is a reconciliation of basic shares to diluted shares:

	Three Months Ended September 30,		Nine Months Ended September 30,
(in millions)	2014	2013	2014	2013
Weighted-average shares - basic	170.9	166.8	170.2	152.5
Effect of dilutive securities	2.1	—	2.5	1.8
Weighted-average shares - diluted	173.0	166.8	172.7	154.3

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Supplemental Guarantor Information -Condensed Consolidating Statements of Cash Flows (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	$ 350.5	$ 370.8
Capital expenditures	(34.4)	(30.5)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	(20.9)	0
Net cash used in investing activities	(56.0)	(30.5)
Proceeds from Lines of Credit	0	63.0
Repayments of Lines of Credit	0	(63.0)
Repayments of long-term debt	(11.6)	(47.2)
Proceeds from Issuance of Long-term Debt	600.0	1,535.2
Repayments of Long-term Debt	(723.9)	(1,885.9)
Payments of Financing Costs	(14.4)	(6.0)
Net change in accounts payable-inventory financing	43.1	(24.0)
Proceeds from Issuance of Common Stock	0	424.7
Proceeds from stock option exercises	1.1	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	3.7	0
Payments of Ordinary Dividends, Common Stock	(21.9)	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0.2	0
Net cash used in financing activities	(123.7)	(27.4)
Effect of exchange rate changes on cash and cash equivalents	(1.1)	(0.6)
Net increase (decrease) in cash and cash equivalents	169.7	312.3
Cash and cash equivalents - beginning of period	188.1	37.9
Cash and cash equivalents - end of period	357.8	350.2
Parent Guarantor [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	0	(15.2)
Capital expenditures	0	0
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	0
Payments for Derivative Instrument, Financing Activities	0
Net cash used in investing activities	0	0
Proceeds from Lines of Credit		0
Repayments of Lines of Credit		0
Repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0	0
Repayments of Long-term Debt	0	0
Payments of Financing Costs	0
Net change in accounts payable-inventory financing	0	0
Payment of incentive compensation plan withholding taxes, employer portion		0
Proceeds from Issuance of Common Stock		424.7
Proceeds from stock option exercises	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	0
Payments of Ordinary Dividends, Common Stock	(21.9)
Excess Tax Benefit from Share-based Compensation, Financing Activities	0
Advances from (to) affiliates	21.9	(409.5)
Other financing activities		0
Net cash used in financing activities	0	15.2
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents - beginning of period	0	0
Cash and cash equivalents - end of period	0	0
Subsidiary Issuer [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	(127.2)	(71.5)
Capital expenditures	(29.9)	(27.2)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	(20.9)
Payments for Derivative Instrument, Financing Activities	(0.7)
Net cash used in investing activities	(51.5)	(27.2)
Proceeds from Lines of Credit		63.0
Repayments of Lines of Credit		(63.0)
Repayments of long-term debt	(11.6)	(47.2)
Proceeds from Issuance of Long-term Debt	600.0	1,535.2
Repayments of Long-term Debt	(723.9)	(1,885.9)
Payments of Financing Costs	(14.4)
Net change in accounts payable-inventory financing	0	0
Payment of incentive compensation plan withholding taxes, employer portion		(4.0)
Proceeds from Issuance of Common Stock		0
Proceeds from stock option exercises	1.1
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	3.7
Payments of Ordinary Dividends, Common Stock	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0.2
Advances from (to) affiliates	467.1	788.1
Other financing activities		(6.1)
Net cash used in financing activities	322.2	380.1
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	143.5	281.4
Cash and cash equivalents - beginning of period	196.5	48.0
Cash and cash equivalents - end of period	340.0	329.4
Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	450.9	425.5
Capital expenditures	(4.5)	(3.2)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	0
Payments for Derivative Instrument, Financing Activities	0
Net cash used in investing activities	(4.5)	(3.2)
Proceeds from Lines of Credit		0
Repayments of Lines of Credit		0
Repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0	0
Repayments of Long-term Debt	0	0
Payments of Financing Costs	0
Net change in accounts payable-inventory financing	43.1	(24.0)
Payment of incentive compensation plan withholding taxes, employer portion		(19.6)
Proceeds from Issuance of Common Stock		0
Proceeds from stock option exercises	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	0
Payments of Ordinary Dividends, Common Stock	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0
Advances from (to) affiliates	(489.5)	(378.7)
Other financing activities		0
Net cash used in financing activities	(446.4)	(422.3)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents - beginning of period	0	0
Cash and cash equivalents - end of period	0	0
Non-Guarantor Subsidiaries [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	17.1	19.0
Capital expenditures	0	(0.1)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	0
Payments for Derivative Instrument, Financing Activities	0
Net cash used in investing activities	0	(0.1)
Proceeds from Lines of Credit		0
Repayments of Lines of Credit		0
Repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0	0
Repayments of Long-term Debt	0	0
Payments of Financing Costs	0
Net change in accounts payable-inventory financing	0	0
Payment of incentive compensation plan withholding taxes, employer portion		(0.5)
Proceeds from Issuance of Common Stock		0
Proceeds from stock option exercises	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	0
Payments of Ordinary Dividends, Common Stock	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0
Advances from (to) affiliates	0.5	0.1
Other financing activities		0
Net cash used in financing activities	0.5	(0.4)
Effect of exchange rate changes on cash and cash equivalents	(1.1)	(0.6)
Net increase (decrease) in cash and cash equivalents	16.5	17.9
Cash and cash equivalents - beginning of period	14.0	9.8
Cash and cash equivalents - end of period	30.5	27.7
Co-Issuer [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	0	0
Capital expenditures	0	0
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	0
Payments for Derivative Instrument, Financing Activities	0
Net cash used in investing activities	0	0
Proceeds from Lines of Credit		0
Repayments of Lines of Credit		0
Repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0	0
Repayments of Long-term Debt	0	0
Payments of Financing Costs	0
Net change in accounts payable-inventory financing	0	0
Payment of incentive compensation plan withholding taxes, employer portion		0
Proceeds from Issuance of Common Stock		0
Proceeds from stock option exercises	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	0
Payments of Ordinary Dividends, Common Stock	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0
Advances from (to) affiliates	0	0
Other financing activities		0
Net cash used in financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	0	0
Cash and cash equivalents - beginning of period	0	0
Cash and cash equivalents - end of period	0	0
Consolidating Adjustments [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	9.7	13.0
Capital expenditures	0	0
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	0
Payments for Derivative Instrument, Financing Activities	0
Net cash used in investing activities	0	0
Proceeds from Lines of Credit		0
Repayments of Lines of Credit		0
Repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0	0
Repayments of Long-term Debt	0	0
Payments of Financing Costs	0
Net change in accounts payable-inventory financing	0	0
Payment of incentive compensation plan withholding taxes, employer portion		0
Proceeds from Issuance of Common Stock		0
Proceeds from stock option exercises	0
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	0
Payments of Ordinary Dividends, Common Stock	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	0
Advances from (to) affiliates	0	0
Other financing activities		0
Net cash used in financing activities	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase (decrease) in cash and cash equivalents	9.7	13.0
Cash and cash equivalents - beginning of period	(22.4)	(19.9)
Cash and cash equivalents - end of period	(12.7)	(6.9)
Consolidated [Member]
Supplemental Guarantor Information [Line Items]
Net cash provided by operating activities	350.5	370.8
Capital expenditures	(34.4)	(30.5)
Payment of accrued charitable contribution related to the MPK Coworker Incentive Plan II	(20.9)
Payments for Derivative Instrument, Financing Activities	(0.7)
Net cash used in investing activities	(56.0)	(30.5)
Proceeds from Lines of Credit		63.0
Repayments of Lines of Credit		(63.0)
Repayments of long-term debt	(11.6)	(47.2)
Proceeds from Issuance of Long-term Debt	600.0	1,535.2
Repayments of Long-term Debt	(723.9)	(1,885.9)
Payments of Financing Costs	(14.4)
Net change in accounts payable-inventory financing	43.1	(24.0)
Payment of incentive compensation plan withholding taxes, employer portion		(24.1)
Proceeds from Issuance of Common Stock		424.7
Proceeds from stock option exercises	1.1
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options	3.7
Payments of Ordinary Dividends, Common Stock	(21.9)
Excess Tax Benefit from Share-based Compensation, Financing Activities	0.2
Advances from (to) affiliates	0	0
Other financing activities		(6.1)
Net cash used in financing activities	(123.7)	(27.4)
Effect of exchange rate changes on cash and cash equivalents	(1.1)	(0.6)
Net increase (decrease) in cash and cash equivalents	169.7	312.3
Cash and cash equivalents - beginning of period	188.1	37.9
Cash and cash equivalents - end of period	$ 357.8	$ 350.2

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Shareholders Equity IPO and Secondary-Offering-Related Expenses Table (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended				12 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013		Dec. 31, 2013
IPO and Secondary-Offering- Related Expenses [Line Items]
Accelerated share based compensation expense and related employer payroll taxes	$ 0		$ 40.7		$ 0		$ 40.7
Charge for payment of RDU Plan cash retention pool	0		7.5		0		7.5		7.5
Net proceeds used for termination of management services agreement	0		24.4		0		24.4
Other IPO Related Expenses	0.3	[1]	1.5	[1]	1.2	[1]	1.7	[1]
IPO and Secondary-offering related expenses	$ 0.3		$ 74.1		$ 1.2		$ 74.3

[1] Other expenses include secondary-offering expenses of $0.3 million and $1.2 million for the three and nine months ended September 30, 2014, respectively. There were no secondary-offering expenses recognized during the three and nine months ended September 30, 2013.

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Consolidated Statements Of Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 55.6	$ (2.2)	$ 193.1	$ 72.8
Foreign currency translation adjustment	(5.2)	2.0	(5.4)	(3.7)
Other comprehensive loss, net of tax	(5.2)	2.0	(5.4)	(3.7)
Comprehensive income (loss)	$ 50.4	$ (0.2)	$ 187.7	$ 69.1

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Inventory Financing Agreements

9 Months Ended

Sep. 30, 2014

Inventory Financing Agreements [Abstract]

Inventory Financing Agreements

Inventory Financing Agreements

The Company has entered into agreements with certain financial intermediaries to facilitate the purchase of inventory from various suppliers under certain terms and conditions, as described below. These amounts are classified separately as accounts payable-inventory financing on the accompanying consolidated balance sheets. The Company does not incur any interest expense associated with these agreements as balances are paid when they are due.

The following table presents the amounts included in accounts payable-inventory financing:

(in millions)	September 30, 2014		December 31, 2013
Revolving Loan inventory financing agreement	$	298.8	$	256.1
Other inventory financing agreements	0.9		0.5
Accounts payable-inventory financing	$	299.7	$	256.6

As described in Note 4, in June 2014, the Company entered into a new senior secured asset-based revolving credit facility, which incorporates the previous inventory floorplan sub-facility and, among other changes, removes the $400.0 million limit on the size of the floorplan sub-facility. In connection with the floorplan sub-facility, the Company maintains an inventory financing agreement on an unsecured basis with a financial intermediary to facilitate the purchase of inventory from a certain vendor (the “Revolving Loan inventory financing agreement”). Amounts outstanding under the Revolving Loan inventory financing agreement are unsecured and non-interest bearing.

The Company also maintains other inventory financing agreements with financial intermediaries to facilitate the purchase of inventory from certain vendors. At September 30, 2014 and December 31, 2013, amounts owed under other inventory financing agreements of $0.9 million and $0.5 million, respectively, were collateralized by the inventory purchased under these financing agreements and a second lien on the related accounts receivable.

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following table presents information about the Company’s segments for the three and nine months ended September 30, 2014 and 2013:

(in millions)	Corporate			Public			Other			Headquarters			Total
Three Months Ended September 30, 2014:
Net sales	$	1,622.7		$	1,468.8		$	174.6		$	—		$	3,266.1
Income (loss) from operations	103.2			101.3			8.5			(28.3		)	184.7
Depreciation and amortization expense	(24.1		)	(10.9		)	(2.2		)	(14.6		)	(51.8		)
Three Months Ended September 30, 2013:
Net sales	$	1,465.8		$	1,244.6		$	153.9		$	—		$	2,864.3
Income (loss) from operations	63.2			71.1			3.7			(45.1		)	92.9
Depreciation and amortization expense	(24.3		)	(11.0		)	(2.1		)	(14.6		)	(52.0		)

(in millions)	Corporate			Public			Other			Headquarters			Total
Nine Months Ended September 30, 2014:
Net Sales	$	4,784.5		$	3,710.3		$	529.6		$	—		$	9,024.4
Income (loss) from operations	323.9			244.1			22.7			(82.0		)	508.7
Depreciation and amortization expense	(72.3		)	(32.8		)	(6.5		)	(44.3		)	(155.9		)
Nine Months Ended September 30, 2013:
Net sales	$	4,407.1		$	3,174.0		$	474.2		$	—		$	8,055.3
Income (loss) from operations	260.5			185.8			18.6			(98.3		)	366.6
Depreciation and amortization expense	(73.1		)	(33.1		)	(6.6		)	(43.5		)	(156.3		)

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Income Taxes (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	37.90%	54.60%	37.20%	35.50%

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Subsequent Events (Notes)

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

During the fourth quarter of 2014, the Company entered into interest rate cap agreements with a combined notional amount of $300.0 million. Under the agreements, the Company made premium payments totaling $0.6 million to the counterparties in exchange for the right to receive payments equal to the amount, if any, by which three-month LIBOR exceeds 2.0% during the agreement period. The interest rate cap agreements are effective from January 14, 2015 through January 14, 2017.

On November 6, 2014, the Company announced that its Board of Directors approved an increase in its quarterly cash dividend and declared a quarterly cash dividend on the Company's common stock of $0.0675 per share. The dividend will be paid on December 10, 2014 to all stockholders of record as of the close of business on November 25, 2014. Future dividends will be subject to the approval of the Company's Board of Directors.

On November 6, 2014, the Company announced that its Board of Directors approved a new $500 million share repurchase program effective immediately under which the Company may repurchase shares of its common stock in the open market or through privately negotiated transactions, depending on share price, market conditions and other factors. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares, and repurchases may be commenced or suspended from time to time without prior notice. As of the date of this filing, no shares have been repurchased under the share repurchase program.

On November 10, 2014, the Company completed its acquisition of a 35% noncontrolling equity interest in Kelway, a UK-based IT solutions provider, which has global supply chain relationships that enable it to conduct business in more than 100 countries. The investment in Kelway will be accounted for as an equity method investment and will enhance the Company's ability to provide IT solutions to U.S. based multi-national customers.