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 and the related notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2021. 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 Corporation, a Fortune 500 company and member of the S&P 500 Index, is a
leading multi-brand provider of information technology ("IT") solutions to
small, medium and large business, government, education and healthcare customers
in the US, the UK and Canada. Our broad array of offerings ranges from discrete
hardware and software products to integrated IT solutions and services that
include on-premise and cloud capabilities across hybrid infrastructure, digital
experience and security.

We are vendor, technology and consumption model "agnostic", with a solutions
portfolio including more than 100,000 products and services from more than 1,000
leading and emerging brands. Our solutions are delivered in physical, virtual
and cloud-based environments through approximately 9,900 customer-facing
coworkers, including sellers, highly-skilled technology specialists and advanced
service delivery engineers. We are a leading sales channel partner for many
original equipment manufacturers ("OEMs"), software publishers and cloud
providers (collectively, our "vendor partners"), whose products we sell or
include in the solutions we offer. We provide our vendor partners with a
cost-effective way to reach customers and deliver a consistent brand experience
through our established end-market coverage, technical expertise and extensive
customer access.

On December 1, 2021, we completed the acquisition of Sirius Computer Solutions,
Inc. ("Sirius"). The aggregate consideration paid, net of cash acquired, at the
closing of the acquisition was approximately $2.4 billion, which is subject to
the finalization of customary closing adjustments. Sirius is a leading provider
of secure, mission-critical technology-based solutions and is one of the largest
IT solutions integrators in the United States, leveraging its services-led
approach, broad portfolio of hybrid infrastructure solutions, and deep technical
expertise of its 2,600 coworkers to support corporate and public customers. This
strategic acquisition enhances our breadth and depth of services and solutions
offerings.

We have three reportable segments, Corporate, Small Business and Public. Our
Corporate segment primarily serves US private sector business customers with
more than 250 employees. Our Small Business segment primarily serves US private
sector business customers with up to 250 employees. Our Public segment is
comprised of government agencies and education and healthcare institutions in
the US. We also have two other operating segments: CDW UK and CDW Canada, each
of which do not meet the reportable segment quantitative thresholds and,
accordingly, are included in an all other category ("Other"). The financial
results of Sirius have been included in our Consolidated Financial Statements
beginning on the acquisition date. These amounts are presented within the
Corporate, Small Business and Public reportable 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 are reimbursed through cooperative advertising programs with
our vendor partners. These programs are at the discretion of our vendor partners
and are typically tied to sales or other commitments to be met by us within a
specified period of time.
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Trends and Key Factors Affecting our Financial Performance

We believe the following key factors may have a meaningful impact on our business performance, influencing our ability to generate sales and achieve our targeted financial and operating results:



•General economic conditions are a key factor affecting our results as they
impact our customers' willingness to spend on information technology. The global
spread of the coronavirus ("COVID-19") pandemic, including resurgences and the
emergence of new variants, and most recently the ongoing military conflict
between Russia and Ukraine, continues to create macroeconomic uncertainty. This
may continue manifesting itself through inflation, rising interest rates,
business volatility and disruption, including supply constraints. The supply
constraints are being caused by component availability and labor and logistical
disruptions, resulting in extended lead times, unpredictability and higher
costs.

•Customers' top priorities continue to be digital transformation, security,
hybrid and cloud solutions and end point solutions as hybrid environments become
the future work model and drive demand for return to office and remote
enablement capabilities. We have orchestrated solutions by leveraging client
devices, accessories, collaboration tools, security, software and hybrid and
cloud offerings to help customers build these capabilities and achieve their
objectives.

•Changes in spending policies, budget priorities and funding levels, including
current and future stimulus packages, are key factors influencing the purchasing
levels of Government, Healthcare and Education customers. As the duration and
ongoing economic impacts of the COVID-19 pandemic remain uncertain, current and
future budget priorities and funding levels for Government, Healthcare and
Education customers may be adversely affected.

•Technology trends drive customer purchasing behaviors in the market. Current
technology trends are focused on delivering greater flexibility and efficiency,
as well as designing IT securely. These trends are driving customer adoption of
solutions such as those delivered via cloud, software defined architectures and
hybrid on-premise and off-premise combinations, as well as the evolution of the
IT consumption model to more "as a service" offerings, such as managed services.
Technology trends could also change as customers consider the impact of the
COVID-19 pandemic on their operations.

Key Business Metrics



We monitor 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 operating income, Non-GAAP operating income margin, Non-GAAP
income before income taxes, Non-GAAP net income, Net sales growth on a constant
currency basis, Net income per diluted share, Non-GAAP net income per diluted
share, free cash flow, return on working capital, Cash and cash equivalents, net
working capital, cash conversion cycle and debt levels including available
credit. These measures and ratios are closely monitored by management, so that
actions can be taken, as necessary, in order to achieve financial objectives.

In this section, we discuss Non-GAAP operating income, Non-GAAP operating income
margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales
growth on a constant currency basis, which are non-GAAP financial measures.

We believe these measures provide analysts, investors and management with
helpful information regarding the underlying operating performance of our
business, as they remove the impact of items that management believes are not
reflective of underlying operating performance. Management uses these measures
to evaluate period-over-period performance as management believes they provide a
more comparable measure of the underlying business. Certain non-GAAP financial
measures are also used to determine certain components of performance-based
compensation. For the definitions of Non-GAAP operating income, Non-GAAP
operating income margin, Non-GAAP income before income taxes, Non-GAAP net
income and Net sales growth on a constant currency basis and reconciliations to
the most directly comparable US GAAP measure, see "Results of Operations -
Non-GAAP Financial Measure Reconciliations."
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Three Months Overview

The results of certain key business metrics are as follows:



                                              Three Months Ended March 31,
(dollars in millions)                             2022                   2021
Net sales                              $       5,949.1                $ 4,837.5
Gross profit                                   1,104.1                    795.2
Operating income                                 386.9                    323.4
Net income                                       250.2                    232.6
Non-GAAP operating income                        462.1                    367.7
Non-GAAP net income                              301.5                    249.4
Average daily sales(1)                            94.4                     76.8
Net debt(2)                                    6,211.8                  3,052.1
Cash conversion cycle (in days)(3)                  20                      

22

(1) There were 63 selling days for both the three months ended March 31, 2022 and 2021.

(2) Defined as Total debt minus Cash and cash equivalents.



(3)  Cash conversion cycle is defined as days of sales outstanding in Accounts
receivable and certain receivables due from vendors plus days of supply in
Merchandise inventory minus days of purchases outstanding in Accounts payable
and Accounts payable-inventory financing, based on a rolling three-month
average.

Results of Operations

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021



Results of operations, in dollars and as a percentage of Net sales, are as
follows:

                                                                                          Three Months Ended March 31,
                                                                              2022                                               2021
                                                            Dollars in               Percentage of             Dollars in             Percentage of
                                                             Millions                  Net Sales                Millions                Net Sales
Net sales                                                $      5,949.1                        100.0  %       $  4,837.5                        100.0  %
Cost of sales                                                   4,845.0                         81.4             4,042.3                         83.6
Gross profit                                                    1,104.1                         18.6               795.2                         16.4
Selling and administrative expenses                               717.2                         12.1               471.8                          9.7
Operating income                                                  386.9                          6.5               323.4                          6.7
Interest expense, net                                             (56.0)                        (0.9)              (35.6)                        (0.7)
Other (expense) income, net                                        (0.5)                           -                 1.1                            -
Income before income taxes                                        330.4                          5.6               288.9                          6.0
Income tax expense                                                (80.2)                        (1.3)              (56.3)                        (1.2)
Net income                                               $        250.2                          4.3  %       $    232.6                          4.8  %


Net sales

Total Net sales for the three months ended March 31, 2022 increased $1,112
million, or 23.0%, to $5,949 million compared to prior year. This increase was
driven by higher demand in hardware, services and software and includes the
contribution from the acquisition of Sirius. For additional information, see the
"Segment Results of Operations" below.

Gross profit



Gross profit increased $309 million, or 38.8%, to $1,104 million for the three
months ended March 31, 2022, compared to $795 million for the three months ended
March 31, 2021. As a percentage of Net sales, Gross profit margin increased 220
basis points to 18.6% for the three months ended March 31, 2022. The increase in
Gross profit margin was primarily driven by more
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favorable product mix and rate, higher mix of net service contract revenue, primarily within software as a service, and increased Net sales and margins on professional services as a result of the recent business acquisitions.

Selling and administrative expenses



Selling and administrative expenses increased $245 million, or 52.0%, to $717
million for the three months ended March 31, 2022, compared to $472 million for
the three months ended March 31, 2021. The increase was primarily driven by
higher payroll consistent with higher Gross profit and higher coworker count,
including the impact of the acquisition of Sirius, as well as higher intangible
asset amortization and integration expenses from the acquisition of Sirius.
Operating income

Operating income was $387 million for the three months ended March 31, 2022, an
increase of $64 million, compared to $323 million for the three months ended
March 31, 2021. Operating income increased primarily due to higher Gross profit
dollars, partially offset by higher payroll and higher intangible asset
amortization and integration expenses from the acquisition of Sirius.

Interest expense, net



Interest expense, net, for the three months ended March 31, 2022 was $56
million, an increase of $20 million compared to $36 million for the three months
ended March 31, 2021. This increase was primarily driven by additional interest
expense from the $2.5 billion aggregate principal amount of unsecured senior
notes issued on December 1, 2021, the net proceeds of which were used to fund
the acquisition of Sirius.

Income tax expense

Income tax expense was $80 million and $56 million for the three months ended
March 31, 2022 and 2021, respectively. The effective tax rate, expressed by
calculating the income tax expense as a percentage of Income before income
taxes, was 24.3% and 19.5% for the three months ended March 31, 2022 and 2021,
respectively. The effective tax rate for the three months ended March 31, 2022
differed from the US federal statutory rate of 21.0% primarily due to state and
local income taxes, partially offset by excess tax benefits on equity-based
compensation. The effective tax rate for the three months ended March 31, 2021
differed from the US federal statutory rate of 21.0% primarily due to excess tax
benefits on equity-based compensation, partially offset by state and local
income taxes.

The higher effective tax rate for the three months ended March 31, 2022 as compared to the same period in the prior year was primarily attributable to lower excess tax benefits on equity-based compensation.


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Segment Results of Operations

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 are as follows:

Three Months Ended March 31,


                                                             2022                                          2021
                                                                      Percentage                                  Percentage              Dollar               Percent
(dollars in millions)                         Net Sales           of Total Net Sales        Net Sales         of Total Net Sales          Change              Change(1)
Corporate                                 $      2,627.6                     44.2  %       $ 1,805.6                     37.3  %       $   822.0                    45.5  %

Small Business                                     524.0                      8.8              432.7                      8.9               91.3                    21.1

Public:
Government                                         543.9                      9.1              516.1                     10.7               27.8                     5.4
Education                                          902.8                     15.2              943.3                     19.5              (40.5)                   (4.3)
Healthcare                                         586.3                      9.9              462.3                      9.6              124.0                    26.8
Total Public                                     2,033.0                     34.2            1,921.7                     39.8              111.3                     5.8

Other                                              764.5                     12.8              677.5                     14.0               87.0                    12.8

Total Net sales                           $      5,949.1                    100.0  %       $ 4,837.5                    100.0  %       $ 1,111.6                    23.0  %

(1)There were 63 selling days for both the three months ended March 31, 2022 and 2021.

Operating income by segment, in dollars and as a percentage of total Net sales, and the year-over-year percentage change are as follows:



                                                                           Three Months Ended March 31,
                                                                2022                                           2021
                                                                                                                                                Percent Change
                                                 Dollars in              Operating              Dollars in             Operating                 in Operating
                                                  Millions                 Margin                Millions                Margin                     Income
Segments:(1)
Corporate                                     $       210.0                      8.0  %       $     161.4                      8.9  %                       30.1  %
Small Business                                         46.7                      8.9                 42.8                      9.9                           9.2
Public                                                141.8                      7.0                136.7                      7.1                           3.7
Other(2)                                               36.7                      4.8                 27.7                      4.1                          32.6
Headquarters(3)                                       (48.3)                        nm*             (45.2)                        nm*                       (7.1)
Total Operating income                        $       386.9                      6.5  %       $     323.4                      6.7  %                       19.6  %


* Not meaningful

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

(2)Includes the financial results for our other operating segments, CDW UK and CDW Canada, which do not meet the reportable segment quantitative thresholds.

(3)Includes Headquarters' function costs that are not allocated to the segments.

Corporate



Corporate segment Net sales for the three months ended March 31, 2022 increased
$822 million, or 45.5%, compared to the three months ended March 31, 2021. This
increase was primarily driven by the customers' priorities on digital
transformation and return to office and includes the contribution from the
acquisition of Sirius. These factors resulted in higher Net sales across
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various categories, including notebooks/mobile devices, video, enterprise storage, software as a service and professional services.



Corporate segment Operating income was $210 million for the three months ended
March 31, 2022, an increase of $49 million, or 30.1%, compared to $161 million
for the three months ended March 31, 2021. Corporate segment Operating income
increased primarily due to higher Gross profit dollars, partially offset by
higher payroll and higher intangible asset amortization from the acquisition of
Sirius.

Small Business

Small Business segment Net sales for the three months ended March 31, 2022
increased $91 million, or 21.1%, compared to the three months ended March 31,
2021. This increase was primarily driven by customers' continued focus on remote
enablement and implementing return to office strategies, resulting in increased
Net sales in notebooks/mobile devices, video and software as a service.

Small Business segment Operating income was $47 million for the three months ended March 31, 2022, an increase of $4 million, or 9.2%, compared to $43 million for the three months ended March 31, 2021. Small Business segment Operating income increased primarily due to higher Gross profit dollars, partially offset by higher payroll.

Public



Public segment Net sales for the three months ended March 31, 2022 increased
$111 million, or 5.8%, compared to the three months ended March 31, 2021. This
increase in Net sales, which also included the contribution from the acquisition
of Sirius, was primarily driven by the impact of the customers' continued focus
on digital transformation to enhance patient experiences in Healthcare, as well
as improved performance with State and Local Government customers, which
resulted in increased Net sales in professional services and software as a
service, partially offset by decreased Net sales in notebooks/mobile devices
with K-12 customers.

Public segment Operating income was $142 million for the three months ended
March 31, 2022, which was an increase of $5 million, compared to $137 million
for the three months ended March 31, 2021. Public segment Operating income
increased primarily due to higher Gross profit dollars, partially offset by
higher payroll and higher intangible asset amortization from the acquisition of
Sirius.

Other

Net sales in Other, which is comprised of results from our UK and Canadian
operations, for the three months ended March 31, 2022 increased $87 million, or
12.8%, compared to the three months ended March 31, 2021. This increase was
driven by both our UK and Canadian operations as customers continued to focus on
digital transformation and return to office, resulting in increased Net sales in
various other hardware categories.

Other Operating income was $37 million for the three months ended March 31,
2022, an increase of $9 million, or 32.6%, compared to $28 million for the three
months ended March 31, 2021. Other Operating income increased primarily due to
higher Gross profit dollars, partially offset by higher payroll.

Non-GAAP Financial Measure Reconciliations

We have included reconciliations of Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income before income taxes, Non-GAAP net income and Net sales growth on a constant currency basis for the three months ended March 31, 2022 and 2021 below.



Non-GAAP operating income excludes, among other things, charges related to the
amortization of acquisition-related intangible assets, equity-based compensation
and the associated payroll taxes, and acquisition and integration expenses.
Non-GAAP operating income margin is defined as Non-GAAP operating income as a
percentage of Net sales. Non-GAAP income before income taxes and Non-GAAP net
income exclude, among other things, charges related to acquisition-related
intangible asset amortization, equity-based compensation, acquisition and
integration expenses, and the associated tax effects of each. Net sales growth
on a constant currency basis is defined as Net sales growth excluding the impact
of foreign currency translation on Net sales compared to the prior period.

Non-GAAP operating income, Non-GAAP operating income margin, Non-GAAP income
before income taxes, Non-GAAP net income and Net sales growth on a constant
currency basis are considered non-GAAP financial measures. Generally, a non-GAAP
financial measure is a numerical measure of a company's performance or financial
condition that either excludes or includes amounts that are not normally
included or excluded in the most directly comparable measure calculated and
presented
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in accordance with US GAAP. Non-GAAP measures used by management may differ from
similar measures used by other companies, even when similar terms are used to
identify such measures.

We believe these measures provide analysts, investors and management with
helpful information regarding the underlying operating performance of our
business, as they remove the impact of items that management believes are not
reflective of underlying operating performance. Management uses these measures
to evaluate period-over-period performance as management believes they provide a
more comparable measure of the underlying business. Certain non-GAAP financial
measures are also used to determine certain components of performance-based
compensation.

Non-GAAP operating income



Non-GAAP operating income was $462 million for the three months ended March 31,
2022, an increase of $94 million, or 25.7%, compared to $368 million for the
three months ended March 31, 2021. As a percentage of Net sales, Non-GAAP
operating income was 7.8% and 7.6% for the three months ended March 31, 2022 and
2021, respectively.

                                                 Three Months Ended March 31,
(dollars in millions)                           2022                          2021
Operating income, as reported             $       386.9                    $ 323.4
Amortization of intangibles(1)                     40.9                     

21.6


Equity-based compensation                          21.1                     

15.8


Acquisition and integration expenses               11.7                        3.6
Other adjustments                                   1.5                        3.3
Non-GAAP operating income                 $       462.1                    $ 367.7
Non-GAAP operating income margin                    7.8   %                 

7.6 %

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

Non-GAAP net income



Non-GAAP net income was $302 million for the three months ended March 31, 2022,
an increase of $52 million, or 20.9%, compared to $249 million for the three
months ended March 31, 2021.

                                                                                        Three Months Ended March 31,
                                                                     2022                                                           2021
                                           Income before         Income tax                               Income before         Income tax
(dollars in millions)                      income taxes          expense(1)            Net income         income taxes          expense(1)            Net income
US GAAP, as reported                       $    330.4          $      (80.2)         $     250.2          $    288.9          $      (56.3)         $     232.6
Amortization of intangibles(2)                   40.9                 (10.6)                30.3                21.6                  (5.4)                16.2
Equity-based compensation                        21.1                  (9.8)                11.3                15.8                 (20.8)                (5.0)

Acquisition and integration expenses             11.7                  (3.0)                 8.7                 3.6                  (0.9)                 2.7
Other adjustments                                 1.4                  (0.4)                 1.0                 3.7                  (0.8)                 2.9
Non-GAAP                                   $    405.5          $     (104.0)         $     301.5          $    333.6          $      (84.2)         $     249.4

(1)Income tax on non-GAAP adjustments includes excess tax benefits associated with equity-based compensation.

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


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Net sales growth on a constant currency basis



Net sales increased $1,112 million, or 23.0%, to $5,949 million for the three
months ended March 31, 2022, compared to the three months ended March 31, 2021.
Net sales on a constant currency basis, which excludes the impact of foreign
currency translation, increased $1,124 million, or 23.3%.

                                                                            

Three Months Ended March 31,


                                                                                                                           Average Daily %
(dollars in millions)                                         2022                  2021               % Change               Change(1)
Net sales, as reported                                  $      5,949.1          $ 4,837.5                   23.0  %                 23.0  %
Foreign currency translation(2)                                      -      

(12.6)


Net sales, on a constant currency basis                 $      5,949.1          $ 4,824.9                   23.3  %                 23.3  %


(1)There were 63 selling days for both the three months ended March 31, 2022 and 2021.

(2)Represents the effect of translating the prior year results of CDW UK and CDW Canada at the average exchange rates applicable in the first quarter of 2022.

Seasonality



While we have not historically experienced significant seasonality throughout
the year, sales in our Corporate segment, which primarily serves US private
sector business customers with more than 250 employees, 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. Since the onset of the COVID-19 pandemic, we have
experienced variability compared to historic seasonality trends. As uncertainty
due to the pandemic remains, seasonality by channel is expected to continue to
be different than historical experience.

Liquidity and Capital Resources

Overview



We finance our operations and capital expenditures with internally generated
cash from operations and borrowings under our revolving loan facility. As of
March 31, 2022, we had $1.0 billion of availability for borrowings under our
revolving loan facility. Our liquidity and borrowing plans are established to
align with our financial and strategic planning processes and ensure we have the
necessary funding to meet our operating commitments, which primarily include the
purchase of inventory, payroll and general expenses. We also take into
consideration our overall capital allocation strategy, which includes dividend
payments, assessment of debt levels, acquisitions and share repurchases. We
believe we have adequate sources of liquidity and funding available for at least
the next year; 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, general economic conditions and working capital management.

Long-Term Debt and Financing Arrangements

As of March 31, 2022, we had total unsecured indebtedness of $6.6 billion. At March 31, 2022, we were in compliance with the covenants under our credit agreements and indentures.

For additional information regarding our debt and refinancing activities, see Note 7 (Debt) to the accompanying Consolidated Financial Statements.

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. These amounts are classified separately as Accounts
payable-inventory financing on the Consolidated Balance Sheets. We do not incur
any interest expense associated with these agreements as balances are paid when
they are due. For additional information, see Note 5 (Inventory Financing
Agreements) to the accompanying Consolidated Financial Statements.

Share Repurchase Program



During the three months ended March 31, 2022, we made no share repurchases. For
additional information on our share repurchase program, see "Part II, Item 2,
Unregistered Sales of Equity Securities and Use of Proceeds."
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Dividends

A summary of 2022 dividend activity for our common stock is as follows:



        Dividend Amount       Declaration Date          Record Date           Payment Date
             $0.50            February 9, 2022       February 25, 2022       March 10, 2022


On May 4, 2022, we announced that our Board of Directors declared a quarterly
cash dividend on our common stock of $0.50 per share. The dividend will be paid
on June 10, 2022 to all stockholders of record as of the close of business on
May 25, 2022.

The payment of any future dividends will be at the discretion of our Board of
Directors and will depend upon our results of operations, financial condition,
business prospects, capital requirements, contractual restrictions, any
potential indebtedness we may incur, restrictions imposed by applicable law, tax
considerations and other factors that our Board of Directors deems relevant. In
addition, our ability to pay dividends on our common stock will be limited by
restrictions on our ability to pay dividends or make distributions to our
stockholders and on the ability of our subsidiaries to pay dividends or make
distributions to us, in each case, under the terms of our current and any future
agreements governing our indebtedness.

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