Tom Richards – Chairman and CEO Sari Macrie – VP, IR Ann Ziegler – Senior VP, CFO.

Benjamin Reitzes – Barclays Rich Kugele – Needham & Company Bill Shope – Goldman Sachs Matt Sheerin – Stifel Nicolaus Chris Whitmore – Deutsche Bank Jayson Noland – Robert Baird Brian Alexander – Raymond James Katy Huberty – Morgan Stanley Sherri Scribner – Deutsche Bank Amit Daryanani – RBC Capital Market Shan Shan Wong – JPMorgan.

Good morning. My name is, Crysal, and I'll be your conference operator for today's call. At this time, I would like to welcome everyone to the CDW 2014 Third Quarter Earnings Conference Call. All lines have been placed in a listen-only mode to prevent any background noise. After the speakers remarks there will be a question-and-answer session.

(Operator Instructions) I'd like to remind you that today's conference is being recorded. If you have any objections, please disconnect now. It is my pleasure to turn the call over to CDW's Chairman and Chief Executive Officer, Tom Richards. Mr. Richards, you may begin your call..

Thanks, Crystal. Good morning, everyone. It's a pleasure to be with you. Joining me in the room today are and Ann Ziegler, our Chief Financial Officer; Chris Leahy, our General Counsel; and Sari Macrie, our VP, Investor Relations.

We have a lot to cover this morning, I'll begin with a high level overview of our third quarter performance and outlook, as well as 3 important actions we announced today, a 59% increase of our quarterly dividend, initiation of a $500 million stock repurchase program, and our agreement to acquire a minority stake in a UK based IT solutions provider Kelway.

Then Ann will take you through a more detailed results review and share more on our capital strategy priorities and medium-term targets. We'll move quickly through our prepared remarks to ensure we have plenty of time for Q&A. But before we begin, Sari will present the Company's Safe Harbor disclosure statement..

Thank you, Tom. Good morning, everyone. Our third quarter 2014 earnings and capital action releases were distributed this morning and are available on our website along with supplemental slides that you can use to follow along with us during the call.

I'd like to remind you that certain comments made in this presentation are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. Those statements are subject to risks and uncertainties that could cause actual results to differ materially.

Additional information regarding these risks and uncertainties is contained in the Form 8-K we furnished to the SEC today and in the Company's other filings with the SEC. CDW assumes no obligation to update the information presented during this webcast. Our presentation also includes certain non-GAAP financial measures including non-GAAP EPS.

All non-GAAP measures have been reconciled to the most directly comparable GAAP measures in accordance with SEC rules. You'll find reconciliation charts in the slides for today's webcast as well as in our press release and the Form 8-K we furnished to the SEC today.

Please note that all references to growth rates or dollar amount increases in our remarks today are comparable versus the comparable period in 2013. The number of selling days for the third quarter and first 9 months are the same in both 2014 and 2013. So there is no difference in growth rates for average daily sales and reported sales.

For 2013 versus 2012, growth rates referenced are for average daily sales as third quarter 2013 had one more selling day than 2012. A replay of this webcast will be posted to our Investor Relations website investor.cdw.com by this time tomorrow.

I also want to remind you, this conference call is a property of CDW and may not be recorded or rebroadcast without specific written permission from the Company. So with that let me turn the call back to Tom..

Thanks, Sari. So let's begin with our results. Once again CDW delivered industry leading profitable growth with a net sales increase of 14%, adjusted EBITDA growth of 12.2% and earnings per share growth of 29.2%. We broke third quarter records for all measures.

There were 3 main drivers of our performance, our balanced portfolio of customer channels, our broad suite of products and solutions, and balanced expense management and investment. Let me walk through each one of these and how they contributed to performance. First, our balanced portfolio of customer channels.

As you know, we have 5 channels, medium and large business, small business, healthcare, government and education, each generating annualized sales of $1 billion or more.

You've seen the power of our balanced portfolio of channels in the past when our unique end markets have acted counter cyclically in face of different macro economic cycles or exogenous factors.

For example, in last year's third quarter, corporate sales growth was 9.9%, nearly double public's 5.3% as public results reflected declines in both federal and healthcare. This quarter we experienced the combined power of our portfolio in a different way, with all of our channels delivering double-digit top line growth.

On a segment basis, corporate grew 10.7% with balanced performance between small business, which was up 10.4% and medium-large business, which was up 10.8%. Public was up 18%, education increased 23.2%, once again, driven by K-12 as they continue to drive exceptional growth in 3 ways.

First, from the sale of Chromebooks to support Common Core curriculum implementation. Second, from the related security software to keep students safe. And third, from solutions that support schools expanding data needs. Higher ed and healthcare both delivered double-digit growth.

Finally government, which we thought could be a real wild card for us in the quarter rebounded significantly from last year, up 17.6% with both state and local and federal growing in the high teens. Federal buying behavior was more normal in 2014, consistent with the ramp up we discussed, on last quarter's call that began late in the second quarter.

Our other results line, which includes Canada and Advanced Technology Solutions was up 13.5%. We continue to experience currency impact with Canadian operations growing nearly 1-third faster in local currency. The second driver of our performance was our broad portfolio of products and solutions.

With over 100,000 products, services and solutions we are well positioned to meet our customers' total needs across the spectrum of IT. This quarter, our customers' needs were broader based than the past few quarters and we experienced product strength across the spectrum with hardware up 14%, services up 13% and software up 14%.

Continuing the trend we have seen for the past four quarters, transactional products grew faster than solutions. Transactional product growth continues to reflect PC refresh in K-12 Common Core curriculum preparation, with significant increases in notebooks and mobile devices, which includes Chromebooks.

Our solutions practices also contributed meaningfully to our top line. Solutions focused hardware growth accelerated in the quarter with netcomm growth more than doubled the second-quarter rate increasing low double-digits. And enterprise storage increasing high single digits compared to a decline of low single digits in Q2.

For the third quarter in a row, server performance improved and was essentially flat in the quarter compared to a decline over the last few quarters. Our software results were excellent this quarter, in part driven by the impact of 1 large deal.

However, absent that deal, software still grew high single-digits, reflecting increased solutions focused businesses – business with significant increases in storage, security and virtualization software.

Once again, our excellent top line performance in the quarter was driven by both our balanced portfolio of sales channels and broad suite of products. But as you know, transactional products tend to have lower margins and when sales mix is tilted more toward transactional products as it was this quarter, we experienced pressure on our margin.

This quarter our gross margin was down by 50 basis points compared to last year's third quarter. And that leads me to the final driver of our performance for the quarter. Our balanced approach to expense management and investment. Our relentless focus on cost containment has driven our long history of industry-leading profitability.

This quarter was no exception. When combined with the cost leverage, we experienced from accelerating sales growth, our tight expense control nearly offset our gross margin pressure. At the same time, to ensure we are prepared to meet our growth objectives, we continued our ongoing investment in our customer facing co-workers.

As expected, since the beginning of the year, we have added 200 customer facing co-workers at the top of our initial target range of adding between 150 and 200 this year. We expect to end the year around the current level assuming normal attrition.

This investment ensures we continue to enhance our ability to gain share and build our capabilities to deliver the products and solutions our customers need and want from us, a broad spectrum of IT solutions that include cloud, mobility, data center architecture and security.

Today co-workers who are primarily focused on helping our account managers deliver advanced capabilities; our service delivery co-workers and specialists represent one-quarter of our workforce.

More than one-third of our co-workers are sellers focused on ensuring that we continue to gain market share through acquiring new customers and expanding share of wallet. I hope you can tell from my remarks that this quarter's results reinforce our confidence that our strategy will continue to deliver sustainable profitable growth and cash flows.

That confidence enabled us to establish our refreshed capital allocation priorities and take the actions we announced today. Our capital allocation strategy is focused on providing both near and long-term returns to shareholders. We're ensuring we continue to invest in our future. Reflecting this balanced approach, we have 4 capital priorities.

First, increase dividends annually. Second, ensure we have the right capital structure. Third supplement organic growth with tuck-in acquisitions. And fourth, return excess cash after dividends and M&A to shareholders via share repurchases. Today's announcements are the first actions taken under these priorities.

We increased our quarterly cash dividend 59% and authorized a $500 million share repurchase program. Ann will provide more detail on our priorities in a few minutes. But before she does, I'll share some thoughts on the third action we announced today. Our strategic investment of a 35% minority interest in Kelway.

Our investment in Kelway is a natural extension of our long history of following the customer. And as you know, CDW has been successfully executing against our 3 part strategy for a number of years, which is to first profitably grow our core business, and increase share of wallet with existing customers, while adding new customers.

Second, enhance our ability to deliver high growth integrated solutions. And third, expand our services capability. By executing these strategies we have deepened our relationships and delivered continuous greater value to our customers and partners.

As we have increased our importance to customers, we have been increasingly asked to help multinational customers internationally. Up until today, we have met those requirements through strategic (technical difficulty) relations – relationships, primarily with Kelway.

The investment we are announcing today solidifies our partnership with Kelway and further enables our ability to follow our customers' needs for international IT solutions. Let me share a brief snapshot of Kelway.

Kelway is a private company, founded in 1990, is 1 of the leading integrated technology services and solution companies in the UK, focused on the mid-market, which they define as employers with between 250 and 2000 co-workers. As of March 2014, Kelway had over 900 co-workers.

Similar to CDW, approximately two-thirds of their co-workers are customer facing. Roughly 90% of Kelway's sales are derived from the UK. What makes them unique is that they have developed the ability to provide solutions and services in over 100 countries through global supply chain relationships.

Headquartered in London, Kelway has regional sales offices around the UK and locations in Asia Pacific, the Middle East and Africa. They also operate 3 data centers in the UK. For their fiscal year ending March 30, 2014, Kelway reported revenue of GBP526 million. Using today's exchange rate that equates to approximately $850 million.

At its very core, CDW is about meeting the needs of customers better than anyone else and our investment in Kelway enhances our ability to do that. Kelway enhances our customers' access to international technical expertise and IT solutions.

By working more closely with Kelway we will be able to provide a more consistent brand experience for our customers, regardless of where the solutions are delivered. Kelway accelerates our first strategy, which is to profitably grow our core business.

It both enhances our ability to increase share of wallet of our existing US based multinational customers, and our ability to capture new customers because we will be far more relevant to prospects with significant international IT needs.

Kelway's learning and experience providing customer portals that deliver real-time management views of hosted and managed infrastructure will help us accelerate our second and third strategies as we continue to enhance our solutions and service offerings including cloud.

Kelway also provided us with additional geographic diversity, adding to the benefit we already received from our balanced portfolio of channels in a relatively low risk way. Whenever you make an investment in another business, culture is a key factor of its success.

Having worked with Kelway as a strategic partner for more than 18 months, we know that their values and culture are very much aligned with ours, as is their value proposition to their customers and vendor partners. A great fit all around. We are making this investment in a measured, consider way, just as we do for any important allocation of capital.

The investment we are announcing today is for 35% of the company and we will account for the investment under the equity method.

While we are not disclosing the terms of the transaction, we do want you to know that we expect it to be accretive to earnings per share in the first year, consistent with our stated strategy of creating long-term shareholder value and our focus on delivering sustained profitable growth.

The transaction is structured so that we can take up to as much as 100% ownership through mid-2017, which we intend to do if the business performs as planned.

As we have shared with you in the past, this type of transaction is exactly what we intend to pursue under our new capital allocation priorities, a strategic tuck-in that adds capabilities that would be either too lengthy to develop or too costly on our own. In this case we are adding international capabilities.

We will continue to evaluate opportunities to deploy capital for bolt-on acquisitions in strategic situations that we believe will contribute to our ability to create shareholder value. However, you should expect us to continue to be highly selective and disciplined around these opportunities.

These could include solution capabilities or service capabilities and would be evaluated in the context of our capital allocation priorities. Before I turn the call over to Ann, let me leave you with a few comments on our expectations for the remainder of the year.

You'll remember, that on last quarter's conference call, we shared our expectation for US IT market growth of slightly above 4% in 2014. Based on what we have been seeing in the market, we now expect US IT growth in the 5% range for the full year.

While client devices sales contributed meaningfully to our top line in the quarter, the level of contribution in the quarter decelerated just as it did the last 2 quarters. We expect that trend to continue.

If the deceleration continues as expected, the tailwind we have experienced over the past few quarters from client devices will diminish in the fourth quarter. Even factoring in this deceleration, we expect to deliver top line growth, about 600 basis points above the market for the year.

We will accomplish this by continuing to leverage the factors that drove our performance this quarter. The balance of our portfolio of channels, a broad suite of products and solutions, and our balanced approach to expense management investment. I know many of you may be wondering what we expect to see in 2015.

We are in the middle of our planning cycle and while we haven't finalized our view on the market growth, you should expect us to continue to achieve our medium term targets. I will share a thought about the US IT market in 2015, during our year-end earnings call. Now let me turn it over to Ann..

Thanks, Tom. Good morning, everyone. I'll walk through our P&L, balance sheet and working capital for the quarter and year-to-date, provide some thoughts on the fourth quarter and then provide more detail on our refreshed capital allocation strategy and our new medium-term target.

As Tom indicated, our third quarter financial results highlight the power of our balanced portfolio, broad suite of products and solutions and disciplined approach to investing and controlling costs.

Our third quarter results also reflect the progress we are making against our financial strategy to drive strong cash flow, delever our balance sheet and deliver double-digit earnings growth. Turning to our P&L, If you have access to the slides posted online, it would be helpful to follow along. I am on slide 10.

Top line growth was excellent this quarter with net sales of $3.27 billion, 14% higher than last year on both the reported and average daily sales basis as we had the same number of selling days in both the third quarter of 2014 and 2013. Average daily sales were $51 million.

On a sequential basis sales were up 5.2% versus Q4 2014 – Q2 2014, which is above recent Q3 seasonality. Gross profit for the quarter increased 10.7% to $507.3 million. Similar to Q1 and Q2, gross margin was impacted by both mix and pricing pressure from growth in lower margined more transactional products.

This quarter we also felt the impact of the mix shift into public, which tends to have lower margins and the impact of lower advertising co-op as a percentage of sales. Gross margin was 15.5%, down 50 basis points from last year's Q3. Reported SG&A including advertising expense was $322.6 million, down 11.8% over last year.

Remember that last year's third quarter reported SG&A included $74.1 million of IPO related expenses. Advertising expense increased by 12.1% or $4.1 million in the quarter versus last year. We ended the quarter with 7,242 co-workers, up 270 co-workers since the end of 2013, and up 328 since the end of last year's third quarter.

Annualized sales per co-worker were $1.82 million, up 8.7% versus Q3 2013. Our adjusted SG&A including advertising was $265.8 million, up 9.5% over last year. This increase reflected higher co-worker count and attainment based compensation consistent with our year-to-date EBITDA performance.

We also took advantage of our strong top line growth to make investments in the business, including co-workers, increased advertising and process improvement initiatives. Expense leverage from our higher than seasonal sales increase and lower costs associated with supporting transactional sales enabled us to partially offset gross margin pressure.

As you can see on the next slide, slide 11, adjusted SG&A for the quarter excludes $3.9 million of non-cash equity compensation, $2.2 million of historical retention costs and other adjustments.

To make it easier to calculate our adjusted EBITDA, which is essentially our gross profit less adjusted SG&A expenses, we also adjust for depreciation and amortization. Slide 12 shows our adjusted EBITDA for the quarter of $242.6 million, up 12.2%, which translates to an adjusted EBITDA margin of 7.4%, down 10 basis points from last year.

Looking at the rest of the P&L on slide 13, interest expense was 10.9% lower than last year at $50.1 million reflecting the impact of redemptions and refinancing activities completed last year and this year. Our effective tax rate was 37.9%, which resulted in tax expense of $33.9 million versus a tax benefit in Q3 of 2013 of $2.6 million.

On a GAAP basis, we earned $55.6 million of net income. Our non-GAAP net income, which better reflects our operating performance was $110.7 million in the quarter, up 29.9% over last year.

As you can see on slide 14, non-GAAP net income reflects after-tax add backs that fall in 4 general buckets, the ongoing amortization of purchased intangibles, any non-recurring costs related to refinancing including debt extinguishment costs, ongoing non-cash equity-based compensation, and other one-time non-recurring income or expenses.

These adjustments are tax affected at statutory rate of 39%. With Q3 non-GAAP weighted average diluted shares outstanding of 173 million, we delivered $0.64 of non-GAAP net income per share, up 29.2% over the prior year.

Quickly turning to the first 9 months of the year on slide 15, revenue was $9 billion, an increase of 12% on both the reported and average daily sales basis, as average daily sales grew to $47.2 million. Gross profit during the first 9 months of 2014, was $1.43 billion, up 8.9%. Gross profit margin was 15.8%, down 50 basis points from 2013.

SG&A including advertising expense decreased by $24.7 million or 2.6%. Adjusted EBITDA was $683.4 million, 12% – 12.5% higher than last year. Non-GAAP net income for the first 9 months of 2014 was $307.7 million versus $220.7 million in 2013, up 39.4% driven by our higher operating results and lower interest expense, which was down $49.9 million.

Turning to our balance sheet on slide 16, on September 30, we had $357.8 million of cash and cash equivalents, and net debt of $2.8 billion, $259.2 million less than at the beginning of the year. Our cash plus revolver availability was $1.3 billion.

Net debt to trailing 12 month EBITDA at the end of Q3 was 3.2 times, 0.2 turns less than at the end of Q2.

As we discussed on the last call, during the quarter we issued $600 million of new senior unsecured notes and redeemed the entire outstanding $325 million of our 8% senior secured notes as well as paid down $234.7 million of our outstanding 8.5% senior notes.

This refinancing delivered a reduced interest rate and a more favorable covenant package, which better reflects the improvements we've made to our balance sheet over the past few years. With this new issuance, our weighted average interest rate on outstanding debt is 5.5%.

During the quarter we also started the process of rolling over our existing interest rate cap with new contracts and we plan to have the existing caps replaced when they expire. To-date we have replaced roughly one-half of the $1.15 billion of cap that expire in January of next year.

Free cash flow for the quarter, which we calculate as operating cash flow plus the net change in our flooring agreement, less capital expenditures was $149.1 million compared to 200 – compared to $95.9 million in Q3 of 2013. Our year-to-date free cash flow was $359.1 million, up 13.5% from last year.

Cash taxes paid for the quarter were $78 million and cash interest was $27 million. As you can see on slide 17, we maintained strong rolling 3 month working capital metric. For the quarter, our cash conversion cycle was 20 days flat versus last year's third quarter.

We expect to continue to maintain our cash conversion cycle within our target range of the low to mid 20s for the remainder of the year. Before I turn to the capital actions announced today. Let me provide a few additional comments for those of you modeling our fourth quarter financials.

Fourth quarter sales growth is expected to be below our normal seasonality, reflecting our strong year-to-date performance. As we indicated last quarter, given the seasonality and persisting gross margin pressure, we expect our fourth quarter EBITDA margin to be below our full year target range.

We do however, expect to be within our mid 7% target range for the full year 2014. Moving down the P&L, we expect book interest for Q4 to be approximately $46 million and continue to expect our 2014 effective tax rate could be higher than last year in the 37% to 38% range.

As we discussed on last quarter's call, the overlap of the 27.5% tax rate we had in Q4 of 2013 and lower interest expense savings as we lapped last year's big reduction results in 2014 non-GAAP net income growth significantly stronger in the first 3 quarters of the year than in Q4.

For the full year, we expect to significantly exceed our current medium term target of annual mid-teens EPS growth likely growing EPS for the full year in the mid 20s.

Keep in mind we refinanced $600 million of debt in Q3 and we intend to refinance the balance of our 8.5% senior notes due 2019, no later than when they first become callable in April of 2015. So you should expect to see additional interest expense savings beginning in the first half of 2015. Turning to our cash flow.

We expect our cash interest to be approximately $58 million for Q4 2014. For the full year, we expect a cash tax rate of 40.5% versus our previous estimate of 40% to be applied to pre-tax book income before acquisition related intangibles amortization, which is approximately $40 million per quarter.

In addition, we continue to pay $20 million to $21 million in tax annually related to the cancellation of debt income we incurred in 2009. As we have shared with you in the past, 2013 free cash flow reflected the benefit of lower cash taxes, primarily due to deductions associated with our IPO and refinancing related expenses.

This year tax payments ramp up as we lose those deductions, and begin making the CODI payments due over the next 5 years.

As we've indicated all year, given the absence of 2013's tailwinds and the incremental impact of CODI, while you should expect excellent free cash flow in 2014, it will likely be below 2013 and at the low end of our normalized target range of 2.5% to 3% of net sales.

Also remember, we pay semi-annual cash interest payment in the fourth quarter and see the impact of our Federal business receivables, which tend to have longer than average days outstanding running through our working capital. Now let's turn to capital allocation.

You will recall that since the IPO, we have stated we would revisit our dividend annually and once we achieved our medium term target of about 3 times net leverage, we would revisit our capital strategy more holistically. With the net leverage ratio at 3.2 times at the end of the third quarter, the time is right to update the market.

Our capital allocation strategy is designed to provide shareholders with a balance between receiving short-term capital returns and long-term value creation and provide CDW with the flexibility required to execute against our long-term growth strategy.

This drives our balanced approach to capital allocation and results in the 4 priorities you see on slide 18. First, increase dividends annually. To guide these increases we have set a target to achieve a dividend payout ratio of 30% of free cash flow over the next 5 years.

Second, ensure we have the right capital structure in place and we have set a target to maintain net debt to adjusted EBITDA leverage in the range of 2.5 to 3 times. Third, supplement organic growth with strategic tuck-in acquisitions. And fourth, return excess cash after dividends and M&A to shareholders via share repurchases.

Today's actions on slide 19 align with these priorities. First, our dividend; our Board of Directors declared a 59% increase in our annual dividend to $0.27 per share. This equates to a new quarterly dividend of $0.0675 per share. The first quarterly dividend will be made on December 10 to shareholders of record as of November, 25th.

Given our current payout ratio and target of 30% of free cash flow, this is the first in what we expect will be excellent annual increases over the next 5 years. Of course, future dividend actions will be determined by our Board as they consider both our annual free cash flow and alternative uses of capital.

The $500 million share repurchase program authorized by our Board is structured to provide us with the flexibility to repurchase shares via open market or via private transaction depending on market conditions. There is no set time limit and repurchases can be commenced or suspended from time to time. We have 2 goals for our share repurchases.

First to offset dilution from incentive compensation programs and second act as an effective tool to help us achieve our new medium-term target of low double-digit earnings growth, which begins in 2016. Given these objectives, we expect [indiscernible] authorization will be utilized over the next few years.

This leads us to our refreshed medium term targets on slide 20. Our current medium term targets will remain in place through 2015, our new medium-term targets over the time period of 2016 through 2018.

Similar to our current target, we expect to continue to outperform US IT market growth by 200 basis points to 300 basis points and maintain annual adjusted EBITDA margins in the mid 7% range.

However, the amplification of earnings from lower interest expense will decrease as we conclude our remaining refinancing and achieve our target leverage of about 3 times. Instead, our new target of low double-digit EPS growth reflects the anticipated impact of operating results supplemented by both accretive tuck-in M&A and share repurchases.

Remember, these refreshed targets begin in 2016. Our current target continue to run through the end of 2015. Also keep in mind that we hold ourselves accountable for achieving our targets on an annual, not on a quarterly basis. That concludes the financial summary. Let's go ahead and open it up for questions.

Can we please ask each of you to limit your questions to 1 question and 1 follow-up. Operator, could you please provide the instructions for asking a question..

Thank you. (Operator Instructions) And our first question comes from Benjamin Reitzes from Barclays. Your line is open..

Hi, thanks. Good morning everyone..

Good morning, Ben..

Hey, can you – my first question before the follow up I guess is on Kelway. Can you just talk about your decision to ease into it a little bit with the 35% and reiterate for us and explain how you can top that up to 100%.

It would seem that you're obviously with the way it's structured to have a good chance to make sure that the partnership is working wonderfully before you would top up your ownership. And it could – I think you mentioned something about 2017, If you could just talk about that now that will eventually hit the P&L that would be great..

Ben, I don't think I could answer the second part any better than you did relative to why it's structured the way it is because it gives us an opportunity to just like we do most things here at CDW carefully and thoughtfully work through the partnership and work on a complete integration plan. And as we said, we are taking a 35% stake.

That was presented as an opportunity as one of their former investors had decided they were going to exit. So, we kind of seized that opportunity, so to speak and took advantage of the window of time presented in front of us. As I indicated, we'll have the opportunity to take up to 100% through mid-2017.

That doesn't mean we necessarily have to wait that long, but it does mean that that's the window of time. Your description was extremely accurate.

One of the things we like about the kind of way this has rolled out, if you think about it is, we've been partnering with Kelway now for over 18 months and working with them on customer issues and working through opportunities together. So you get a really good feel for the partner, that's why we're so excited.

But we also know that during an integration of this kind of magnitude and opportunity is something you want to do thoughtfully. And so now we have the time to do it, without doing it and too much of a risky kind of profile.

Ann anything else?.

Yes. Then on the ability to top up, the option to acquire control in a 100% begins in June 1 of next year and then continues for 30 months. So again, we think that's an appropriate time that gives us the opportunity to make sure the partnership is working and make an inform decision about whether to acquire 100%..

It's a great detail. Thanks. And just really quick on the gross margin and how – you were very detailed on your guidance and your objectives.

But on the gross margin side, I want to reiterate, you think it can go up sequentially in the fourth quarter and how does gross margin fit into the mid-teens EPS guidance for 2015 or at least the goal that you have out there directionally? I know you're still planning, but the puts and takes on gross margin sequentially and into the next year, even from a high level, I think would be pretty useful.

Thanks..

So, we've been talking about the impact of product mix on the gross margin. And so while we do expect the growth rate of the client, the transactional products to decline, we expect these products, especially the Chromebook to continue to be an important part of our mix.

When you think about Q4 as well, we would expect this year to have a greater mix of federal business than we saw last year and that business is also generally lower margin business. In terms of at a higher level, remember, we managed to profitability, EBITDA profitability. And so we plan our SG&A expenses accordingly.

So relative to gross margin that we expect [indiscernible]. So, given the recent competitive environment, we are not planning on seeing gross margins expand and we'll keep our eye on SG&A accordingly..

Okay, thank you very much..

Thanks, Ben..

Thank you. And our next question comes from Bill Shope from Goldman Sachs. Your line is open..

Okay, thank you.

Now that Federal spending is improving/normalizing, how should we think about the trend in the 4Q off of the fiscal year ended and the September quarter and how should we think about it going into early next year from an annual growth perspective, given the strength (technical difficulty) this quarter?.

Well, if you think about it, Bill, this is the second quarter of returning to growth. I think we had a small growth in the second quarter and then obviously strong growth. So it does feel more, as I stated in my formal remarks, normal.

We would expect the growth to continue and we are expecting Federal government to continue to be a growth segment for CDW. That's absent any new exogenous factor that could enter the process. But we look at it as it will be returning to a growth segment for CDW.

I would tell you that I think, normal, if you go back to what normal was for CDW is that the fourth quarter is typically slower than the third quarter only because you have the end of the year financial flush that we hadn't experienced in the last couple of years and we fortunately did experience this year..

Okay and then my follow-ups on your M&A strategy, should we assume that most of your M&A and investment activity will be centered on international opportunities or do you think this is going to be spread domestically and internationally over time?.

No, I think what we have been, I think fairly consistent in stating, Bill, is that we look at these things, not so much as just broad roll up, but more looking for tuck-in, or specific opportunities.

And in my formal remarks, I talked a little bit about other solution areas where it may be better for CDW either time wise or cost wise to acquire those kind of capabilities than it would be to try to grow them yourself.

So, I would not look at this as the launch of a – an aggressive international acquisition strategy, but more so the opportunity to work with a great international partner that's going to help us expand our international capability..

Okay, that's helpful. Thank you..

Okay. Thanks, Bill..

Thank you. And our next question comes from Rich Kugele from Needham & Company. Your line is open..

Good morning, Rich..

Thank you. Good morning. A couple of question, well, actually 1 question with 2 parts.

Can you just talk about the recovery off of from the storage side and the server side? And in particular, each one have their own dynamics earlier in the year, one being on the storage side where there were some delays and you saw that, certainly a lot of the top vendors were talking about that and then it has recovered, so any color you could provide on that.

Then on the server side, obviously there has been the new processor roll out from Intel and others and then you've got the refresh coming next year for post Windows 2003 and later 2008. So those are 2 really interesting areas for investors if you could talk about those areas and the opportunities for CDW..

Yeah, okay. So let me take storage first and I think what we saw in the third quarter was in part what we suggested a little bit in earlier quarters is if you remember from earlier quarters, there was a lot of discussion about kind of the new entrants into the marketplace and the impact they were having on the more traditional providers.

And I think I remember saying that, I didn't expect the traditional providers to roll over and play dead. And so clearly they aggressively responded in the third quarter and that helped drive some of that growth. I think the other thing that's happening and this is I think in part driven by to some degree a mindshare issue.

When customers have priorities and clearly the client refreshes their priority for customers for over 4 quarters, there is only so many projects that companies are going to be able to take on at any given time. I can tell you this from having said on the other side of this desk for some period of time.

So I think one of – another reason you're seeing that return to momentum is people are moving through the client refresh and now starting to take on some other opportunities, and we feel like we saw that in the storage place. In the server arena, for us, we've been kind of on this steady improvement growth for the last several quarters.

And I think – I agree with you, the Windows 2003 Server opportunity as you know, is not something you do quickly. I actually think people have been working on this and to some degree, have been already making improvements in the marketplace, which has contributed I think to some of the improvement we saw in our server performance going forward.

Having said that, we're also seeing compute improvement in our cloud business, which I think people need to keep in mind when you look at server performance, we kind of keep cloud separate, but clearly customers are having the opportunity and the benefit to make a choice between which applications and which opportunities, where do I want my compute to sit.

And the beauty of the position we're in is, we don't care. It can be there in the cloud or on the prem and we're going to be happy either way..

That's helpful and just conceptually, looking at your top line growth.

Would you be able to grow, whether it's 2015 or if you want to go further out to 2016, 2018, would you be able to grow an IT spending plus 200 basis points to 300 basis points without acquisitions or do you view tuck-in M&A as critical to hitting that?.

No, no, I would say the M&A strategy is strategic from the perspective of continuing to provide capabilities that further cements our relationships with our customers. I think we've demonstrated the ability to grow organically 200 basis points to 300 basis points above the IT market and we would continue to expect that of ourselves..

Excellent. Thank you very much..

Okay..

Thank you. And our next question comes from Shan Shan Wong from JPMorgan. Your line is open..

Yes, thanks, good growth here.

Just curious what percent of your business this quarter was transactional and how much of the third quarter upside came from transactional sales?.

Well, I can tell you it was a meaningful part of the business.

I'm not sure we're going to share the percentage, if you look at the numbers, but just, interestingly enough though the percentage that came from what I'll call the PC business was again meaningful and you heard me talk about some of the PC growth numbers, but it has declined in each of the last 3 quarters.

And so, it's a kind of an interesting phenomenon because it's continuing to grow at a rate much higher than we had experienced in previous years. And the one thing about – to keep in mind about the PC business of CDW is we had growth when the rest of the marketplace wasn't growing, demonstrating the benefits PCs provide for business customers.

But the growth clearly over these last 3 quarters, it's – I mean I don't want to say ridiculous, but it's pretty significant. And so it was a meaningful part of the growth for the whole quarter..

Yes. Just last question given the difference which all we heard from some of the other bigger players. So just as my follow-up, maybe 2 quick ones, just the split of HP here, any impact to CDW from a contractual standpoint? Then just can you clarify again your buyback philosophy? Thank you. That's all I had..

I'll take the first part, look, we don't see any impact truthfully from a negative perspective of the HP decision. We, in today, deal with those 2 groups as separate entities. As far as, excuse me, how they deal with the channel where the investments go.

So, we are excited for their change moving forward, but it really won't have an impact on how we operate with them and specifically how we work with customers. And I'll let Ann answer the second question..

Sure, on the share repurchases, as we approach the leverage ratio that we targeted at the IPO, we thought it was appropriate just to add share repurchases to the tools that we have to deliver shareholder value. The program allows us to do both open market and privately negotiated purchases. And we have 2 goals with our repurchases.

One is to offset dilution from incentive compensation programs, and you'll see us begin to do that next year. And the second just to act as an effective tool to help us achieve the new medium-term targets of low double-digit earnings growth..

Helpful. Thank you..

Okay, thank you..

Thank you. And our next question comes from Matt Sheerin with Stifel. Your line is open..

Yes, thanks and good morning. I just had a question, another question on Kelway, could you give us an idea of the profitability metrics of that company, is it similar to CDW's..

Yes, in the range, you can go to their website and look at information about the company. But they've been working hard on improving profitability and we're excited about the progress that they've made..

Okay. And on the education market. Tom, you talked about a couple of opportunities, one in Chromebooks but also security and data.

We've seen obviously double-digit growth for a few quarters now, where are we in terms of innings, if you will, in terms of that upgrade cycle on the opportunity and is it mostly Chromebooks or is the next phase the infrastructure part of that build out?.

Matt, we knew we were going to get the inning question sometime in this call. Look, I feel a little bit exposed here because I keep saying this thing can't continue and every time I say that this group of people prove me wrong.

They have continued to be successful, I would tell you that we just sat with them a week ago and they continue to be pretty bullish, although they know they're addressing or excuse me jumping some pretty meaningful comps in the marketplace.

But I think, Matt, there's still runway here, if you look at, I mean just 1 simple lense to look through I think we saw something that said, less than 50% of the people are actually prepared for the Common Core. Now, whether the data is actually adhered to or they get an extension is another thing, but we are still seeing lots of opportunity.

The second thing is, the thing that I think it's lot in the success of what the K-12 group has done with the Chromebook is the other business, the infrastructure business that is being generated as a result of us becoming a meaningful provider of the Chromebooks inside for the Common Core curriculum.

I can't give you the actual numbers, but I can tell you that the K-12 Group was a leader in a lot of other categories and in the top in servers and in the top of netcomm and software, so it kind of tells you the whole picture that's being created by their success..

Okay, thanks very much..

Yeah..

Thank you. And our next question comes from Brian Alexander from Raymond James. Your line is open..

Okay. Thanks. Maybe another one on Kelway. Tom, just, what gives you the confidence and variability to execute to the standards that you hold for CDW.

I know you talked about the 18 month partnership, but did that span a large number of customers and engagement such that you have a high degree of confidence in their ability to execute and how are you going to transfer your secret sauce to them in terms of systems, processes and people?.

So, Brian, the first one is absolutely confidence. These 18 months, we have had a meaningful number of joint opportunities and they've gone both ways, which has been great pride. There have been opportunities we have brought to Kelway and then Kelway has finished kind of the international.

And then the reverse has been true where they've had UK based companies that have had US deployments. So we've had a chance to kind of work through a number of different scenarios. So the thing that in my formal remarks that I would reinforce is, culture is a big part of successful acquisitions and mergers.

And the fact that they are so customer focused and driven much like CDW, gives us a really high degree of confidence that as people would like to say, they get it. And so we're excited about that.

As far as some of the things you referred to, there are let's just say more than a few opportunities where we think we can share some of our best practices with them.

But I would tell you as I also mentioned, there's a few things they've done in the area of their service works product and looking at their hosted and managed services portal and how they have built some capability to help customers manage that and their cloud solutions.

That while not maybe necessarily perfectly transferable, those learnings are going to be very valuable to us at CDW..

Great, that's helpful and then just as a follow-up, I know we're not talking much about 2015. But I think investors are trying to figure out how much of the tough comps from this year could affect growth next year.

So just to clarify, based on what you know today, do you still expect to outperform the market by 200 basis points to 300 basis points next year given you're going to do much better than that this year? And do you think the strong PC growth from this year takes the market growth something below GDP next year or do you expect other categories like storage, like servers to fill the void and the overall market can still kind of grow in that 3% to 4% range, maybe just give us some high-level thoughts on how you're thinking about that today..

Yeah, Brian we absolutely expect to out go to the market by our target of 200 basis points to 300 basis points. Regardless of the comps we hold ourselves accountable for that and we don't let tough comps kind of get in the way of focused on execution.

The other thing that is in our favor, if you think of the PC and the success we've had this year as a tailwind that would become a headwind is we've also had market segment that maybe weren't performing as strongly as they have been in the past and that presents new opportunities for us going forward.

So, we feel confident that we'll continue to perform and execute at the 200 basis points to 300 basis points kind of minimum range we've been focused on in for the last couple of years..

Okay, thank you very much..

Thank you. And our next question comes from Sherri Scribner from Deutsche Bank. Your line is open..

Hi, thanks. Just trying to think about the growth going forward and going about the US, IT growth of 200 basis points to 300 basis points.

Can you give us some sense of what you think your market share is now, how much longer that outgrowth is sustainable versus the US IT spending?.

Yes, Sherri. Despite the kind of incredible year we've had and another great quarter, I would argue from an addressable market perspective, we're still in the 6% range 5% or 6% range.

So, that's 1 of the reasons I can state with confidence that we intend to continue to outgrow the market by 200 basis points to 300 basis points is because pick your number, there is 95% of the addressable market out there that we can continue to go after..

Okay great. And, Ann, just a quick clarification on the taxes, the taxes go up in fiscal '15 or do they not go up until fiscal '16? Thanks..

Now the taxes have gone up this year 2014 versus what we had – what we saw in 2013. We got the benefit of significant deductions related to the IPO and all the refinancing activity in 2013. So we have a higher tax rate this year than we had last year and we expect that higher tax rate to continue basically for marginal rate..

Thanks..

Thank you. And our next question comes from Anil Doradla from William Blair. Your line is open..

Hey guys, this is [Matt Farrell] on for Anil. Thanks for taking my question. I was just curious, if you are doing any type of sales force incentives to maybe help push some higher margin products as the gross margin has kind of come down here recently..

Matt, truthfully, one of the beauties of CDW's compensation structure is people get paid on margin. So they are every day incented to – I've often said this tongue and cheek they are kind of margin seeking missiles and we're proud of that, out there. So – but look, here is the other side of it.

If you're truly in a partnership and a role of a consultant with your customers and customers say right now we've got to do this PC refresh, you're going to do the right thing by the customer in the short run.

Because, doing the right thing by the customer in the short run is going to end up meaning, you're going to have the right long-term relationship. And so, I don't feel like we've got to put some extra incentive out there because, our sellers have a long history of going after margin opportunities.

Having said that, we have had and continue to have under Ann and the sales executives' responsibility, a number of issues that currently look at how do we improve gross margin.

What kind of things can we do, what kind of cost efficiencies can we get in the business, what kind of road block removal can we take out of making sure that we get the best deal possible both for CDW and our customers.

So, you should feel comfortable that we've got a long list of things that we have been working on and that we continue to work on to improve gross margin..

Alright, thank you very much..

Thank you. Our next question comes from Amit Daryanani from RBC Capital Market. Your line is open..

Thanks a lot, good morning, guys. 2 questions for me, one, maybe I missed this, but I think what you guys have implied sales being down 10% or so sequentially.

I'm not sure – maybe you just talk about, why is it so much more severe than normal seasonality, given the fact that US IT spending is actually going to go from 4% to 5% versus the initial expectation. Maybe I missed what's driving the Q4 seasonality being worse than historical trends..

I would tell you, it starts with the third quarter being so exceptionally higher than what our normal trend is. If you look at our growth rates, especially since the beginning of this year, they've been meaningfully higher than kind of the normal CDW trend.

So what it does is, it just creates a higher cliff that you're coming off of when you have a 14% growth in the third quarter, which I think it's been a while since we've had that kind of growth..

Got it. That makes sense and then – I guess everyone started to get the arms around the 2015 model. Maybe if you just talk about in 2014, you guys are outgrowing IT spend about 600 basis points, let's say. How much of that is sustainable market share centric kind of tailwinds versus things like PC that may not exist – that may not help you next year.

You just talk about maybe I guess how much of that 600 basis points is something that you can repeat again next year, versus the more ….

Well, I think, if you look at our history, we've been really good at repeating 200 basis points to 300 basis points which is why that's the target we hold ourselves accountable to.

And we're always going to be opportunistic and if the opportunity presents itself and that number goes to 400 basis points or in this case this year, 600, we're going to do that.

But I think that's been one of the reasons we've had the consistency of performance is because we do feel like our focus, our model, the things I talk about the breadth of our channels, the breadth of our products.

And now, adding our international partnership with Kelway is going to give us an opportunity to ensure even if we don't get the PC tailwinds that we'll be able to perform in 200 basis points to 300 basis points beyond the market..

Perfect, thank you. Operator Thank you. (Operator Instructions). And our next question comes from Katy Huberty from Morgan Stanley. Your line is open..

Thanks, good morning. One of the nice elements this quarter is the consistent growth across customer segments and product segments including some improvement in storage and software and Med Bar in addition to Federal. And yet, gross margin is sort of back to 5 year trough.

So, I don't know, Ann, if you could go back through some of the reasons that there was another big downtick despite PCs, a lower percentage of the business and some improvements in those higher margin categories that would be helpful..

Yeah. I think, what you need to understand is that, while we did have much better solutions growth in the quarter than we've seen in the first half of the year, we continued to have outside growth, even better growth in the transactional business. So you have that mix impact.

The other thing you see in this Q3 versus last year is Federal returned to much more normal performance and particularly at the Federal year-end that is lower gross margin business as well. The other thing you have is, things like co-op income, the co-op marketing dollars.

They don't scale when our top line grows as on an outsized basis like it has in Q3. Those items don't scale and therefore just, they have a negative mix impact on gross margin as well. So, that's why you see the performance at the gross margin line.

We do again, we managed to profitability and the transactional product do have a lower cost to serve if you will. And you do see some of that offset as you move down through SG&A down to EBITDA..

Okay, that's helpful. And just a clarification on the near and medium term EPS targets, you're still looking at mid-teens EPS growth next 2 years and then after that you'd be moving towards the low teens..

We're looking for – we expect to deliver mid-teens in 2015, consistent with the targets we've set forth at the time of the IPO, and then beginning in 2016, that's when we moved to the low-double digit..

Okay, thank you..

Thank you. And our finl question comes from Jayson Noland from Robert Baird. Your line is open..

Okay, great. Thank you. I wanted to follow-on to data center. Could you, I think network has been stronger than server storage.

But you could – could you talk about network relative to server storage? And then more broadly, the converged market how is – what's your perspective there and how does, how much of an opportunity is that for CDW?.

Hey, Jay. First of all, you're right, the networking or the netcomm market had a strong quarter for us, which I think is indicative of some things going on in particular segments.

Truthfully, if you think about even healthcare where you have the movement of those healthcare records and the need to upgrade the network, you think about what's going on K-12 or the Chromebook, all of that stuff drives the need for extra capacity and we've kind of seen that now in the network part of our business.

And so that point of your insight was exactly accurate.

What was the second part of your question?.

Converged..

CI, yes. Look, another great growth area for us, continues to be a great opportunity. I think to some degree it will be interesting because tracking CI and you think about the notion of CI.

How do you account for that, when you think about servers and storage in year-over-year numbers, we're quite honestly not worried about that, we are just being focused on taking advantage of customers coming to us. And some of those new CI players have been really successful for us in the marketplace..

Okay, thank you.

And then final question again on Kelway, you or Ann mentioned a few data centers, they operate in the UK, could you describe that component of their business and then is it similar at all to any of your initiatives here in the States?.

The answer is yes, it is similar, it's really 2 categories. It's hosting and managed services, which you know are important parts of our growth profile for our second strategy of expanding solutions capabilities. And so that's another (technical difficulty) we are very excited about the synergies between the 2 companies..

Thanks guys..

Alright, thanks, Jay..

Thank you. And I'd now like to turn the call back over to management for any closing remarks..

Okay. First of all, thank you again for your time today. Obviously we're proud and pleased with the quarter that CDW has produced and the new capital allocation priorities that we've announced today, which I think is a signal of our confidence in the business. And lastly, our general excitement about our new partnership with Kelway.

And so, let me leave with Thanksgiving thought, don't be a turkey, hug somebody on Thanksgiving. Thanks everybody. See you..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone have a wonderful day..