Cabela's 2004 Annual Report Download - page 114

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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 and Related CEO and CFO CertiÑcations
We conducted an evaluation of the eÅectiveness of the design and operation of our ""disclosure
controls and procedures'' (""Disclosure Controls'') as of the end of the period covered by this Form 10-K
(the ""Evaluation''). The Evaluation was conducted under the supervision and with the participation of
management, including our President and Chief Executive OÇcer (""CEO'') and Chief Financial OÇcer
(""CFO''). Based on the Evaluation, our CEO and CFO concluded that our Disclosure Controls are
eÅective in timely alerting them to material information required to be included in our periodic SEC
reports.
Attached as exhibits to this Form 10-K are certiÑcations of the CEO and the CFO, which are
required in accordance with Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the
""Exchange Act''). This ""Controls and Procedures'' section includes the information concerning the
Evaluation referred to in the certiÑcations, and it should be read in conjunction with the certiÑcations for a
more complete understanding of the topics presented.
Changes in Internal Controls
There has not been any change in our internal control over Ñnancial reporting that occurred during
the quarter ended January 1, 2005 that has materially aÅected, or is reasonably likely to materially aÅect,
those controls.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the headings ""Proposal One Ì Election of Directors,'' ""Executive OÇcers of
the Company,'' ""Corporate Governance Ì Committees of the Board of Directors Ì Audit Committee,''
and ""Section 16 (a) BeneÑcial Ownership Reporting Compliance,'' in our Proxy Statement relating to our
2005 Annual Meeting of Stockholders (our ""Proxy Statement'') is incorporated herein by reference. With
the exception of the foregoing information and other information speciÑcally incorporated by reference into
this Form 10-K Report, our Proxy Statement is not being Ñled as a part hereof.
We have adopted a Code of Ethics that applies to our senior oÇcers, including speciÑcally our Chief
Executive OÇcer, our Chief Financial OÇcer, and our Director of Accounting. We have also adopted a
general business code of conduct and ethics that applies to all of our directors, oÇcers and employees.
These codes are both posted on our website, which is located at www.cabelas.com. Stockholders may
request a free copy of either of such items in print form by writing to Secretary, Cabela's, One Cabela
Drive, Sidney, NE 69160. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K
regarding any amendment to, or waiver from, a provision of the Code of Ethics by posting such
information on our website at the address speciÑed above. Similarly, we expect to disclose to stockholders
any waiver of the business code of conduct and ethics for executive oÇcers or directors by posting such
information on our website at the address speciÑed above. Information contained on our website, whether
currently posted or posted in the future, is not part of this document or the documents incorporated by
reference in this document.
102