Internal Controls and Procedures Summary Report: CDW Corp
Management's Conclusions on Control Effectiveness
Management has concluded that both its disclosure controls and procedures, as well as its internal control over financial reporting (ICFR), were effective as of December 31, 2022. This assessment provides a strong indication of the company’s ability to manage financial information accurately and timely.
Disclosure Controls Effectiveness
- Conclusion: Management concluded that disclosure controls and procedures were effective in recording, processing, summarizing, and reporting required information on a timely basis.
- Evidence: The evaluation confirms that information is accumulated and communicated to management (including the CEO and CFO) appropriately to allow for timely discussions regarding required disclosures under the Exchange Act.
Internal Control over Financial Reporting (ICFR) Effectiveness
- Conclusion: Management assessed ICFR effectiveness using the COSO 2013 framework and concluded that the company's internal control over financial reporting was effective as of December 31, 2022.
- Auditor Confirmation: This conclusion is corroborated by Ernst & Young LLP, which issued an unqualified opinion stating that CDW Corporation maintained, in all material respects, effective ICFR based on the COSO criteria.
Identified Weaknesses and Deficiencies
The company's filings do not report any specific material weaknesses or significant deficiencies in its internal controls over financial reporting as of December 31, 2022.
Acknowledged Limitations (Balanced Assessment)
While management asserts effectiveness, the filing explicitly acknowledges inherent limitations common to all ICFR processes:
- Risk: Internal control may not prevent or detect all misstatements and can only provide reasonable assurance regarding financial statement preparation and presentation.
- Future Risk: Projections of future effectiveness are subject to risks that controls may become inadequate due to changes in conditions, or deterioration in compliance with policies.
Changes and Remediation Efforts
Status of Internal Controls (Noteworthy)
- Changes: The company reported a lack of material change during the reporting period. Specifically, there were "no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting."
- Remediation/New Controls: No specific remediation efforts for identified issues, nor any noteworthy new controls or procedures introduced, were detailed in this section of the filing.