CDW 2006 Annual Report Download - page 66

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56
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
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company’s management carried out an evaluation, with the participation of the
Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2006. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of December 31, 2006, the Company’s disclosure
controls and procedures were effective to ensure that information required to be disclosed by the
Company (including its consolidated subsidiaries) in the reports the Company files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms.
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, 2006. 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, 2006 and the effectiveness of our internal control over
financial reporting as of December 31, 2006 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, 2006 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, Executive Officers and Corporate Governance
Except for the discussion in the following paragraph regarding the code of ethical conduct, the
information required by this item is incorporated by reference from the discussion in our proxy
statement (the “Proxy Statement”) for the 2007 Annual Meeting of Shareholders under the
headings “Proposal 1 – Election of Directors;” “Audit Committee;” “Shareholder
Recommendations of Candidates for the Board of Directors;” “Section 16(a) Beneficial Ownership
Reporting Compliance;” and “Management.”