SEC Comment Letter 0000000000-23-007585 to CDW Corp (CDW) (CIK 0001402057) (CDW)
CDW Corp (CDW) (CIK 0001402057)
Date: July 17, 2023 · CIK: 0001402057 · Accession: 0000000000-23-007585
AI Filing Summary & Sentiment
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United States securities and exchange commission logo July 17, 2023 Albert Miralles Chief Financial Officer CDW Corp 75 Tri-State International Lincolnshire , Illinois 60069 Re:CDW Corp Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 24, 2023 File No. 1-35985 Dear Albert Miralles: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Non-GAAP Financial Measure Reconciliations Non-GAAP operating income and Non-GAAP operating income margin, page 32 1.Please revise your disclosure to also present, with greater prominence, the most directly comparable GAAP measure to Non-GAAP Operating Income Margin. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K. Free Cash Flow, page 33 2.We note you present "inventory finance payments" and "financing payments on revenue generating assets" as reconciling items for free cash flow which is a liquidity measure. Please tell us how you considered the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K
FirstName LastNameAlbert Miralles Comapany NameCDW Corp July 17, 2023 Page 2 FirstName LastName Albert Miralles CDW Corp July 17, 2023 Page 2 which prohibits "excluding charges or liabilities that require, or will require, cash settlement. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at (202) 551-3398 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
July 17, 2023
Albert Miralles
Chief Financial Officer
CDW Corp
75 Tri-State International
Lincolnshire , Illinois 60069
Re:CDW Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 24, 2023
File No. 1-35985
Dear Albert Miralles:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Non-GAAP Financial Measure Reconciliations
Non-GAAP operating income and Non-GAAP operating income margin, page 32
1.Please revise your disclosure to also present, with greater prominence, the most directly
comparable GAAP measure to Non-GAAP Operating Income Margin. Refer to the
guidance in Item 10(e)(1)(i)(A) of Regulation S-K.
Free Cash Flow, page 33
2.We note you present "inventory finance payments" and "financing payments on revenue
generating assets" as reconciling items for free cash flow which is a liquidity measure.
Please tell us how you considered the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K
FirstName LastNameAlbert Miralles
Comapany NameCDW Corp
July 17, 2023 Page 2
FirstName LastName
Albert Miralles
CDW Corp
July 17, 2023
Page 2
which prohibits "excluding charges or liabilities that require, or will require, cash
settlement.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at (202)
551-3398 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services