CDW 2004 Annual Report Download - page 62

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54
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of the
end of the period covered by this annual report (the “Evaluation Date”), have concluded that as of the
Evaluation Date, the Company’s disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company would be made known to them by others within the Company,
particularly during the period in which this annual report was being prepared.
Design and Evaluation of Internal Control Over Financial Reporting
We have included Management’s Report on Internal Control Over Financial Reporting as part of this Annual
Report on Form 10-K. This report, which is found on page 27 herein, contains management’s assessment of
the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. The
Company’s independent registered public accounting firm has audited management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2004 and the
effectiveness of our internal control over financial reporting as of December 31, 2004 as stated in its report
which is included on page 28 herein.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during
the Company’s fiscal quarter ended December 31, 2004 that materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Except for the discussion in the following paragraph regarding the code of ethical conduct, the
information required by this item regarding directors and executive officers is incorporated by reference
from the discussion in our proxy statement (the “Proxy Statement”) for the 2005 Annual Meeting of
Shareholders under the headings “Proposal 1 – Election of Directors;” “Corporate Governance;”
“Shareholder Recommendations of Candidates for the Board of Directors;” “Compliance with Section
16(a) of the Securities Exchange Act of 1934;” and “Management.”
We have adopted a code of ethical conduct for directors, executive officers and other senior financial
personnel which is available on our Web site at CDW.com.