Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2011




(Exact name of registrant as specified in its charter)




Delaware   333-169258   26-0273989

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

200 N. Milwaukee Avenue

Vernon Hills, Illinois

(Address of principal executive officers)   (Zip Code)

Registrant’s telephone number, including area code: (847) 465-6000


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02. Results of Operations and Financial Condition.



Item 7.01. Regulation FD Disclosure.

In connection with the proposed offering of Notes, we will be disclosing to prospective investors that our total net sales for the three months ended March 31, 2011 increased 10.1% to $2,129.6 million, compared to $1,934.1 million for the same period in 2010. There were 64 selling days for the first three months of 2011, compared to 63 selling days for the same period of 2010.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 8.01. Other Events.

On April 20, 2011, CDW Corporation issued a press release announcing that its newly-formed, wholly owned subsidiary, CDW Escrow Corporation intends to offer, subject to market and other customary conditions, $150,000,000 in aggregate principal amount of additional 8.5% senior notes due 2019 (the “Notes”) in a private offering that is exempt from registration under the Securities Act. A copy of the press release announcing the private offering of the additional Notes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.


Item 9.01. Financial Statements and Exhibits.





99.1    Press release announcing the private offering of the Notes, dated April 20, 2011.


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 hereunto duly authorized.



April 20, 2011


/s/ Ann E. Ziegler

        Ann E. Ziegler
        Senior Vice President and Chief Financial Officer