CDW 2014 Annual Report Download - page 23

Table of Contents
Conflicts of interest may arise because some of our directors are principals of our largest stockholders.
Paul Finnegan and Robin Selati, who are principals of Madison Dearborn, and Glenn Creamer and Michael Dominguez, who are
managing directors of Providence Equity, serve on our board of directors. As of February 20, 2015, Madison Dearborn and Providence Equity
each continue to hold a sizable portion of our outstanding common stock. The Sponsors and the entities respectively controlled by them may
hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing
with us. As a result of these relationships, when conflicts arise between the interests of Madison Dearborn or Providence Equity, on the one
hand, and of other stockholders, on the other hand, these directors may not be disinterested. Although our directors and officers have a duty of
loyalty to us under Delaware law and our amended and restated certificate of incorporation, transactions that we enter into in which a director or
officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director’s or officer’s relationship or
interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the
material facts relating to the director’s or officer’
s relationship or interest as to the transaction are disclosed to our stockholders and a majority of
our disinterested stockholders approve the transaction or (3) the transaction is otherwise fair to us. Our amended and restated certificate of
incorporation also provides that any principal, officer, member, manager and/or employee of a Sponsor or any entity that controls, is controlled
by or under common control with a Sponsor (other than us or any company that is controlled by us) or a Sponsor-managed investment fund will
not be required to offer any transaction opportunity of which they become aware to us and could take any such opportunity for themselves or
offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in their capacities as our
directors.
We cannot assure you that we will continue to pay dividends on our common stock or repurchase any of our common stock under our share
repurchase program, and our indebtedness and certain tax considerations could limit our ability to continue to pay dividends on, or make
share repurchases of, our common stock. If we do not continue to pay dividends, you may not receive any return on investment unless you
are able to sell your common stock for a price greater than your purchase price.
We expect to continue to pay a cash dividend on our common stock of $0.0675 per share per quarter, or $0.27 per share per annum.
Any determination to pay dividends in the future will be at the discretion of our board of directors. Any determination to pay dividends on, or
repurchase, shares of our common stock in the future will depend upon our results of operations, financial condition, business prospects, capital
requirements, contractual restrictions, including those under our senior credit facilities and indentures, any potential indebtedness we may incur,
restrictions imposed by applicable law, tax considerations and other factors our board of directors deems relevant. In addition, our ability to pay
dividends on, or repurchase, shares of 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. There can be no assurance that we will continue to pay a dividend at the current rate or at
all or that we will repurchase shares of our common stock. If we do not pay dividends in the future, realization of a gain on your investment will
depend entirely on the appreciation of the price of our common stock, which may never occur. See “--Risks Related to Our Business--We have
significant deferred cancellation of debt income” for a discussion of certain tax considerations that could affect our willingness to pay dividends
in the future .
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to
meet our obligations.
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash
dividends and distributions and other transfers from our subsidiaries to meet our obligations. The agreements governing the indebtedness of our
subsidiaries impose restrictions on our subsidiaries’ ability to pay dividends or other distributions to us. The deterioration of the earnings from,
or other available assets of, our subsidiaries for any reason could also limit or impair their ability to pay dividends or other distributions to us.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2014 , we owned or leased a total of 2.3 million square feet of space throughout the U.S. and Canada. We own two
properties: a combined office and a 450,000 square foot distribution center in Vernon Hills, Illinois, and a 513,000 square foot distribution center
in North Las Vegas, Nevada. In addition, we conduct sales, services and administrative activities in various leased locations throughout the U.S.
and Canada, including data centers in Madison, Wisconsin and Minneapolis, Minnesota.
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