UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K

|(Mark One)
|----------
|[X]       
|OR        
|[  ]      

Commission file number        0-21796

CDW Computer Centers, Inc.(Exact name of registrant as specified in its charter)

|Illinois                                 | 36-3310735         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|
|Vernon Hills, Illinois                   | (Zip Code)         
|(Address of principal executive offices) |                    

|                                                                   
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|Registrant's telephone number, including area code   (847) 465-6000
|                                                                   
|Securities registered pursuant to Section 12(b) of the Act:        
|                                                                   

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|None                | N/A                                      

Securities registered pursuant to Section 12 (g) of the Act:Common Stock

|Indicate by check mark whether the  registrant  (1) has filed all reports  required to be filed by Section 13 or 15(d) of the
Securities  Exchange Act of 1934 during the preceding 12 months (or for such shorter  period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Yes | ____________X_____________ | No | _________________________
|--- | -------------------------- | -- | -------------------------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this form 10-K.   [ X ]

The aggregate market value of the Common Stock held by non-affiliates as of March 25, 2002, was approximately $2.815 billion,
based upon the closing market price per share of $49.00.

As of March 25, 2002, the registrant had 85,966,934 shares of Common Stock, $0.01 par value, outstanding.

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|CDW COMPUTER CENTERS, INC.
                                                        FORM 10-K ANNUAL REPORT
                                                 FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                 INDEX
|                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                        | PART I                                                                                                                                                                                                            | 10-K Page No.
|                                                                                                                                                                                                                                                                       
|Item 1.                                                                                                                                                                                                                                                                 | Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . . . .                                                                                             | 1            
|Item 2.                                                                                                                                                                                                                                                                 | Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . . . .                                                                                             | 12           
|Item 3.                                                                                                                                                                                                                                                                 | Legal Proceedings   . . . . . . . . . . . . . . . . . . .
.. . . . . . . . . . . . . . . . . .                                                                                                                    | 13           
|Item 4.                                                                                                                                                                                                                                                                 | Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . .
                     . . .                                                                                                          | 13           
|                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                        | PART II                                                                                                                                                                                                           |              
|                                                                                                                                                                                                                                                                       
|Item 5.                                                                                                                                                                                                                                                                 | Market for Registrant's Common Equity and Related Stockholder Matters .
 .                                                                                                                                        | 13           
|Item 6.                                                                                                                                                                                                                                                                 | Selected Financial Data      . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . .                                                                                                 | 14           
|Item 7.                                                                                                                                                                                                                                                                 | Management's Discussion and Analysis of Financial Condition and Results
                     of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . . . | 15           
|Item 7A.                                                                                                                                                                                                                                                                | Quantitative and Qualitative Disclosure About Market Risk. . . . .
.. . . . . . .                                                                                                                                 | 24           
|Item 8.                                                                                                                                                                                                                                                                 | Financial Statements and Supplementary Data . . . .
.. . . . . . . . . . . . . . . .                                                                                                                              | 24           
|Item 9.                                                                                                                                                                                                                                                                 | Changes in and Disagreements with Accountants on Accounting and
                     Financial  Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . .          | 24           
|                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                        | PART III                                                                                                                                                                                                          |              
|                                                                                                                                                                                                                                                                       
|Item 10.                                                                                                                                                                                                                                                                | Directors and Executive Officers of the Registrant . . .
 . . . . . . . . . . . . . .                                                                                                                             | 24           
|Item 11.                                                                                                                                                                                                                                                                | Executive Compensation . . . . . .
 . . . . . . . . . . . . . . . . . . . . . . . . . . . .                                                                                                                       | 29           
|Item 12.                                                                                                                                                                                                                                                                | Security Ownership of Certain Beneficial Owners and Management . . . .
 . .                                                                                                                                       | 36           
|Item 13.                                                                                                                                                                                                                                                                | Certain Relationships and Related Transactions . . . . . . . .
 . . . . . . . . . . .                                                                                                                             | 38           
|                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                        | PART IV                                                                                                                                                                                                           |              
|                                                                                                                                                                                                                                                                       
|Item 14.                                                                                                                                                                                                                                                                | Exhibits, Financial Statement Schedule and Reports on Form 8-K . . .
 . . . . .                                                                                                                                   | 39           
|                                                                                                                                                                                                                                                                        | Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
                     . . . . . . . . . . .                                                                                | 43           
|                                                                                                                                                                                                                                                                       

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PART I

Item 1.          Business.

General

        CDW Computer Centers, Inc. (collectively with its subsidiaries, "CDW" or the "Company") is the largest direct marketer of
multi-brand computers and related technology products and services in the United States.  The Company was founded in 1984 and
reincorporated in 1995 in Illinois.  CDW's extensive offering of products, including hardware, software and accessories, combined
with the Company's service offerings, provide comprehensive solutions for its customers' technology needs.  The Company offers
customers a broad range of technology products from leading vendors such as Cisco, Compaq, Hewlett-Packard, IBM, Intel, Microsoft,
Sony and Toshiba, among others.  CDW's high volume, cost-efficient operations, supported by its proprietary information technology
systems, enable the Company to offer these products at competitive prices combined with a high level of service, an approach the
Company calls "high tech, high touch."   The Company's value-added services include its ability to custom configure multi-branded
solutions for its customers and offer technical support 24 hours a day, 7 days a week.

        The Company has more than 1,200 account managers who sell primarily to commercial customers.  For financial reporting purposes,
the Company has two operating segments: corporate, which is primarily comprised of business customers but also includes consumers
(consumers generated approximately 3% of total consolidated sales in 2001); and public sector, which is comprised of federal, state and local
government and educational institutions who are served by CDW Government, Inc. ("CDW-G"), a wholly-owned subsidiary.  CDW's corporate
customers are concentrated in the small to medium business (SMB) category.  The discussions of sales and marketing activities for the
corporate segment and any reference to commercial accounts exclude consumers.  (See Footnote 14 to the consolidated financial
statements for certain financial information regarding the Company's two operating segments.)

        The Company markets to its current and prospective customers through its catalogs, other direct mailing programs, product
advertisements in computer trade magazines, its Web sites and various Internet advertising vehicles.  Additionally, the Company
promotes the CDW brand on a national basis through its branding campaign, which includes television, print media and other
activities.  The Company's marketing efforts are integrated with a proactive calling program by the Company's account managers.  CDW
also focuses significant efforts on developing and expanding its E-business initiatives.  These initiatives include www.cdw.com and
www.cdwg.com (the Company's Web sites), and CDW@work and CDWG@work (the Company's extranets), which are customized Web sites for
CDW's commercial customers.

        For the year ended December 31, 2001, the Company served approximately 357,000 commercial accounts, which comprised 97% of the
Company's total sales dollars.  CDW focuses on generating repeat sales from existing customers while also generating sales from new
customers.  The Company engenders a high degree of customer loyalty through its relationship-based account managers.  These account
managers are knowledgeable about customer needs and assist customers by providing advice on the selection and configuration of
multi-branded technology solutions.

        The Company adheres to a core philosophy known as the CDW CIRCLE OF SERVICE(TM), which places the customer at the center of all of
the Company's actions.  The philosophy is based on the premise, promoted by management, that "People Do Business With People They
Like."  The CDW CIRCLE OF SERVICE(TM)is a graphic reminder to the Company's coworkers that good service leads to good experiences and
increased sales, and, alternatively, that bad service leads to bad experiences and lost sales.  A fundamental element of the CDW
CIRCLE OF SERVICE(TM)is the Company's coworkers, who are highly motivated and incented to share in the Company's success.

1

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Business Strategy

        The Company's business strategy is to be a high volume, cost-efficient direct marketer of multi-brand, competitively-priced
computers and related technology products and services while providing a high level of support to its customers.  The Company
believes that the following factors are of principal importance in its ability to implement this "high tech, high touch" business
strategy:

        Multi-Branded Solutions.   The Company offers more than 80,000 products, which include a wide range of product types from leading
manufacturers including Cisco, Compaq, Hewlett-Packard, IBM, Intel, Microsoft, Sony and Toshiba.  With this broad selection of
products, the Company can provide its customers with fully-integrated, multi-branded technology solutions and the convenience of
one-stop shopping.  CDW also continuously reviews and enhances its product mix based on new product introductions and the buying needs of its customers.

        Customer Focus.   The Company focuses the majority of its sales and marketing efforts on attracting and serving commercial
customers rather than consumers.   The Company believes commercial customers typically have ongoing requirements to purchase
sophisticated products and systems and value our relationship-based approach and high level of service.  In 2001, sales to commercial
customers comprised 97% of total sales revenue, an increase from 96% in 2000.

        The Company also continues to grow its public sector business,  which is directed at meeting the technology needs of federal,
state and local governments, and primary and secondary educational institutions.  The Company serves these markets, which have more
specialized purchasing requirements, with a field sales force that actively calls on customers and prospects in person to augment the
Company's inside sales force.  The Company also reaches its public sector customer base through its customized Web site, CDWG@work.

        Competitive Pricing.   The Company is able to offer its customers competitive prices due to its low cost structure, efficient
distribution methods, ability to purchase products directly from manufacturers and economies of scale in purchasing products.  The
Company's size and financial strength allow it to negotiate advantageous purchasing terms and earn vendor rebates and incentives.

       Marketing.   The Company uses a marketing mix of direct response activities, including its catalog formats and trade magazine
advertising, combined with a multifaceted branding campaign, including national television advertising.  These activities are intended
to generate customer response and a high level of awareness of CDW.  The Company's marketing activities are directed to commercial
users and the decision makers in commercial organizations.

Customer Service.   The Company has over 1,200 account managers who are highly trained in the Company's products, systems and
philosophies, enabling them to provide a high level of customer service.  CDW assigns an account manager to each customer.  Account
managers understand their customers' businesses and technology systems and are able to recommend integrated product solutions based
on customer needs, past purchases and technological developments.  The Company's account managers provide a high level of customer
service through CDW's proprietary customer relationship management system.  Customers also benefit from specialty sales support teams
that have in-depth knowledge of and experience with complex technology products and applications such as network solutions, storage
applications and software licenses.

        Custom Configuration.   The Company offers custom configuration services such as the installation of accessories and expansion
products, loading of software, imaging for custom applications and configuration of network operating systems.  The Company's custom
configuration services benefit its customers by reducing the cost and time necessary to deploy new products into their existing
technology environment.  During 2001, the Company processed an average of 1,460 custom-configured items per day.

2

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Technical Support.   The Company's technical staff is well-trained and maintains the highest levels of professional certification
from manufacturers.  The Company employs a technical staff of more than 130 with over 365 manufacturer certifications to assist the
customer with technical questions and issues.  The Company offers technical support services by telephone 24 hours a day, 7 days a
week.  The Company believes that its commitment to service at the time of sale and after the purchase maximizes sales and encourages
repeat customers.

        Information Technology.   The Company uses proprietary, real-time information technology systems which centralize management of key
functions and generate daily operating control reports enabling management to identify and respond quickly to internal changes and
trends in the industry and to provide high levels of customer satisfaction.  The Company integrates its real-time systems with
www.cdw.com and www.cdwg.com, its Internet Web sites, providing real-time information for its customers.

        Effective Inventory Control.   The Company's management information systems, "just-in-time" purchasing system, radio
frequency-based cycle counting system and use of vendor stock balancing and price protection programs allow it to minimize its
investment in inventory, reduce inventory discrepancies and the risk of obsolescence while meeting customer needs. These systems
resulted in the Company achieving approximately 30 inventory turns during 2001.

        High Quality Personnel.    The Company strives to attract, retain and motivate high quality personnel and provides its coworkers
with financial incentives designed to maximize performance and productivity.  The Company's objective is, whenever possible, to
promote people from within to positions of increased responsibility.  The Company has instituted short-term incentive programs,
stock-based compensation and an on-site childcare and fitness center facility to reward and motivate all of the Company's coworkers.Product Offering

       The Company offers multi-brand computers and related technology products including hardware and peripherals, software, networking
and communication products and accessories for use with microcomputers based on a variety of operating platforms including Microsoft,
Apple, Linux, Novel, Oracle and others.  The Company's just-in-time purchasing system and aggressive inventory management allow it to
limit its on-hand inventory and ship orders generally on a same-day basis.

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The following is a listing of selected hardware, peripheral and software manufacturers whose products CDW sells:

|                                               |                    |                    |                 
|---------------------------------------------- | ------------------ | ------------------ | ----------------
|                                              
|Selected Hardware and Peripheral Manufacturers
|                                              
|3Com                                           | EMC                | MicronPC           | SMC             
|3M                                             | Epson              | Microtek           | SonicWALL       
|Acer                                           | Exabyte            | Minolta            | Sony            
|Adaptec                                        | Foundry            | Nanao              | Sun Microsystems
|Adic                                           | Fuji Film          | NEC                | Symbol          
|Adtran                                         | Fujitsu            | NETGEAR            | Targus          
|Allied Telesyn                                 | Handspring         | Nikon              | TDK             
|APC                                            | Hewlett-Packard    | Nortel Networks    | Tektronic       
|Apple                                          | IBM                | Okidata            | Toshiba         
|ATI                                            | Imation            | Olympus            | Tripp Lite      
|Avaya                                          | Infocus            | Palm               | US Robotics     
|Avocent                                        | Intel              | Panasonic          | Verbatim        
|Belkin                                         | Iomega             | Philips            | Viewsonic       
|Brother                                        | Kingston           | Plantronics        | Watchguard      
|Canon                                          | Kodak              | Polycom            | Western Digital 
|Cisco                                          | Lexmark            | Powerware          | WYSE Tech.      
|Compaq                                         | Linksys            | Quantum            | Xerox           
|Creative Labs                                  | Logitech           | Rimm (Blackberry)  | Xircom          
|CTX                                            | Maxell             | Samsung            | Zebra           
|Digi Intl.                                     | Maxtor             | Seagate            |                 
|Dlink                                          | Memorex            | SimpleTech         |                 
|                                              
|Selected Software Developers                  
|                                              
|Adobe                                          | Corel              | Macromedia         | Symantec        
|Autodesk                                       | Crystal Decisions  | McAfee             | Quark           
|Borland                                        | Executive Software | Microsoft          | Trend Micro     
|Check Point                                    | FileMaker          | Network Associates | Veritas         
|Citrix                                         | Interact           | Novell             |                 
|Computer Associates                            | Intuit             | ScanSoft           |                 

The Company continually seeks to expand and improve its relationships with manufacturers as well as increase the number
of products which it is authorized to sell.Purchasing and Vendor Relationships

        The Company believes that effective purchasing from a diverse vendor base is a key element of its business strategy.
For the year ended December 31, 2001, Tech Data and Ingram Micro were the only individual distributors from whom our
purchases exceeded 10% of total purchases. Additionally, in 2001, Compaq, Hewlett-Packard and Microsoft were the only
individual manufacturers whose products comprised more than 10% of our total sales.

        CDW's purchasing staff works to identify reliable, high-quality suppliers of products, then actively negotiates to
achieve the lowest possible cost and expand vendor support programs. The Company seeks to establish strong relationships
with its vendors, and employs a policy of paying vendors within stated terms and taking advantage of all appropriate
discounts. Several of the Company's leading vendors such as Compaq, Hewlett-Packard and Microsoft have full-time
representatives on-site at the Company's facilities.

        During 2001, the Company purchased approximately 54% of its merchandise from distributors and the remaining directly
from manufacturers. Substantially all of the Company's purchases are shipped directly to its distribution facility in
Vernon Hills, Illinois. The Company is authorized by manufacturers to sell via direct marketing all or selected products
offered by the manufacturer. The Company's authorization with each manufacturer provides for certain terms and conditions,
which may include one or more of the following: product return privileges, price protection policies, purchase discounts
and vendor support programs, such as purchase or sales rebates and cooperative advertising reimbursements. Vendors also
periodically offer the Company bulk inventory purchase opportunities where the Company can purchase a large amount of product at
reduced prices.  Vendor support programs are at the discretion of the manufacturers and usually require the achievement of
a specified sales volume or growth rate to qualify for all, or some, of the incentive program.

4

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Inventory Management/Distribution

        The Company applies its proprietary information technology systems to the task of managing its inventory in an
aggressive, cost-efficient manner, resulting in a rapid-turn inventory model.  The Company's information technology systems
provide real-time information on each item of inventory from the time it is ordered until it is shipped to a customer.  The
Company generally only stocks items that have attained a minimum sales volume.  All of the Company's inventory items
contain UPC barcodes that are matched to the Company's internal product codes which allow its system to track and discern
trends with respect to product movement and inventory obsolescence.  The Company also uses vendor stock balancing and price
protection programs to minimize its investment in inventory.

        The Company's distribution process is highly automated. Once a customer order is received, either by phone, fax
or online, it is processed for credit approval.  After credit approval is received, orders are automatically routed to the
Company's warehouse for shipping.  All product picking is performed using bar-coded labels, UPC bar codes and radio
frequency scanning.  All product shipments travel through the Company's warehouse on automatic conveyor systems with
in-line scanning and are subject to numerous quality control checks.  The Company's sorting system automatically provides a
final quality control check and directs boxes to the appropriate commercial carrier.

        The Company believes that the Chicago metropolitan area is an excellent location for its business as it is
centrally located for purposes of shipping products throughout the United States and provides timely access to the Company's
principal distributors.  This enables the Company to obtain non-stocked items for same-day shipping.  The relocation of key
distributors utilized in the Company's just-in-time purchasing model could adversely impact the Company's results of
operations.  Although brand names and individual products are important to the Company's business, the Company believes
that competitive sources of supply are available in substantially all of the merchandise categories the Company carries.Marketing and Advertising Activities

        The Company markets to its current and prospective customers using catalogs, promotional mailing campaigns,
advertising and a proactive outbound calling program.  In addition, CDW promotes the CDW brand through a national branding
campaign, which includes print media, television advertisements and other activities.

        Catalogs are one of the Company's main advertising vehicles and approximately 40 million catalogs are produced
and distributed each year.  The Company's catalog strategy has evolved to include specialty catalogs such as networking
communications and software.  Its main catalog now includes relevant content such as interviews with industry executives
and noteworthy technology developments.  In 2000, CDW launched a Customer Technology Seminar Series, hosting
representatives from industry manufacturers and influential persons in the technology field who discuss the latest
information technology issues with its customers.  Customers who are unable to attend the series can access the
presentations on the Company's Web sites.

        As a result of the Company's relationships with its vendors, a substantial portion of its advertising and
marketing expenses are reimbursed through cooperative advertising reimbursement programs.  These cooperative advertising
programs are at the discretion of the Company's vendors and are typically tied to sales or purchasing volumes and other
commitments required by the Company.  In order to measure the effectiveness of its marketing activities, the Company tracks
responses to its various efforts by a variety of means.  The Company uses this information to further refine its marketing
strategy and to develop more effective programs.

5

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E-business

        The Company utilizes its Web sites and extranets to implement its "high tech, high touch" business strategy.  The
Company's objective is to make it easy for its customers to transact business with the Company and ultimately to enhance
its customer relationships.  The Company's Web site includes many advanced features to attract new customers and produce
sales, including more than 80,000 computer products to search and order online, advanced search capabilities, product
specifications, and information on product availability and pricing.  During 2001 and 2000, the Company generated $615.3
million and $416.3 million, respectively, of direct online sales over its Web sites.  The Company also offers side-by-side
product comparisons, links to product reviews, newsworthy announcements, personalized access and customized two-way
interaction that allows for checking order status.

        The Company continues to enhance its award-winning, customized Web sites, marketed as CDW@work and CDWG@work
extranets. These sites give customers online access to information such as order status, accounts payable details, purchase
history and details about their dedicated CDW or CDW-G account team. Customers may also use their site to automate
technology purchasing procedures, inventory asset-tagged items, reprint invoices and retrieve quotes prepared by their
account manager.  In addition, the Company has, through its strong relationships with vendors, arranged for links between
vendors' Web sites and its own.  Many customers use the extranets to gather product information, including pricing and
availability, and then follow up with their account manager to access the account manager's knowledge base regarding
product compatibility and other information.  In 2001, total sales to customers with active extranets, including online
orders and those placed directly with account managers, totaled approximately $2.5 billion, representing approximately 63%
of total sales.Sales Activities and Order Fulfillment

        The Company's success is due in part to the strength of its account managers who manage customer relationships by
responding to customer inquiries and proactively calling existing and potential new customers. The Company's account
managers are trained in Company systems and philosophies, are product knowledgeable and are motivated to maximize sales and
provide high levels of customer service. All account managers are graduates of CDW University, the Company's proprietary
sales training program.  The program includes four weeks of classroom training followed by several weeks of sales
experience in one of the Company's retail showrooms, followed by one additional month of on the job training.  CDW seeks to
build customer relationships by assigning each customer to the account manager who first serves the customer.  Upon
subsequent calls to CDW, the customer is directed to their account manager for assistance. In the spirit of teamwork,
account managers are encouraged to cooperate and work together to maximize sales and customer satisfaction.

        Each catalog and advertisement distributed by the Company bears a toll-free number to be used by customers in
phoning CDW to place a product order.  Telephone calls are answered by account managers who utilize on-line computer
terminals to retrieve information regarding product characteristics, cost and availability and to enter customer orders.
Account managers enter orders on-line into a computerized order fulfillment system which updates the Company's customer
purchase history.  Computer processing of orders is performed immediately following the placement of the order and upon
receipt of credit approval. The Company ships most credit approved orders on the day the order is received, exclusive of
orders for products not in stock or subject to allocation by the manufacturer.  Orders are shipped by Federal Express,
Airborne Express, RPS, Chicago Messenger Service, United Parcel Service, A.I.T., Eagle, U.S. Mail, common carrier or any
other acceptable manner requested by the customer.  The Company charges customers for shipping but may offer promotional
shipping programs from time to time.

        CDW account managers are generally compensated pursuant to a commission schedule based upon the gross profit they
generate.  CDW account managers have the authority to negotiate and adjust prices for products, provided that the account
manager sells the product at a price which meets established management guidelines and pursuant to various contracted
prices, where applicable. The Company's account managers have the opportunity to achieve relatively high compensation
levels and have historically shown increased productivity as training and experience levels increase.

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Customers

        The Company served approximately 357,000 commercial customers for the year ended December 31, 2001.  For the year
ended December 31, 2001, sales to the Company's commercial customers accounted for approximately 97% of the Company's net
sales.  The Company is not dependent on any one customer.  For the year ended December 31, 2001, the Company's largest
customer comprised only .32% of net sales and the Company's top five customers comprised approximately 1.0% of net sales.
The Company's corporate customers are primarily small and medium size businesses that generally have less than 1,000
customers at a single location.  The Company also serves larger corporate customers, including FORTUNE 1000 companies, as
either a primary or secondary vendor.  CDW-G, which conducts the Company's public sector business, focuses on meeting the
technology needs of federal, state and local governments, as well as primary and secondary educational institutions.

        The Company's customers are located almost entirely in the United States.  In 2001, approximately 12% of our net
sales were to customers in Illinois, approximately 32% were to customers in the eastern United States, approximately 18%
were to customers in the southern United States, approximately 22% were to customers in the western United States and
approximately 15% were to customers in the midwestern United States (other than Illinois).  Approximately 1% of the
Company's sales in 2001 were to customers outside of the continental United States.Custom Configuration and Technical Support

        The Company offers custom configuration services, including installation of accessories or expansion products,
software loading, network configuration and custom applications imaging.  During 2001, the Company processed an average of
1,460 custom-configured items per day, an increase of 34% from 2000.  Custom configurations provide additional value to the
Company's customers because they reduce the cost and time necessary to deploy new products into their existing technology
environments.  The ability to configure products to customer specifications enables CDW to generate incremental sales.  The
Company has the infrastructure in place to double the number of custom-configured products.

        CDW's technical support staff is well trained and maintains the highest levels of professional certification from
manufacturers including that of Novell Certified Network Engineer and Microsoft Certified Systems Engineer (MCSE).  The
Company's technical support staff is motivated to obtain high certification levels as they are compensated on the basis of
those certifications.  Technical support is available by telephone 24 hours a day, 7 days a week to assist customers with
technical problems or answer questions in order to increase customer satisfaction and reduce product returns.  The Company
has developed a proprietary customer service tracking system to ensure that customer-initiated service requests are
responded to rapidly.  As a result, substantially all customer calls are answered in two minutes or less.Information Technology Systems

        The Company's information technology systems are a key element in its ability to maintain what it believes is the
lowest cost structure among multi-brand direct marketers of computers and related technology products and services.  The
Company has installed and operates customized information technology and telephony systems. Collectively, these systems
allow for centralized management of key functions, including inventory, accounts receivable, purchasing, sales and
distribution.  Additionally, the Company's systems enable the preparation of daily operating control reports which provide
thorough, detailed and timely information regarding key aspects of its business.  CDW's proprietary information technology
systems enable the Company to enhance its productivity, ship customer orders on a same-day basis, respond quickly to
changes in its industry and provide high levels of customer service.  Historical customer orders are tracked within the
Company's system so that it can provide its customers with updates regarding product upgrades and other information
relating to the products they purchase from the Company.

7

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The Company's success is dependent on the accuracy and proper utilization of its information technology and
telephony systems.  The Company anticipates that it will continue to require software and hardware upgrades for its present
information technology systems. In addition, the Company's ability to adapt its systems to changes in the competitive
environment or to take advantage of additional automation is dependent on its ability to recruit and retain qualified
information technology professionals.

        The integrity of the Company's information technology system is vulnerable to certain forms of disaster including,
but not limited to, natural disasters such as tornadoes.  The Company has established a disaster recovery plan that
utilizes a backup system for its information technology and telephones.  The primary components of the Company's
information technology systems and the hardware for its backup systems are maintained at separate locations.Coworkers, Training and Culture

        At December 31, 2001, the Company employed approximately 2,800 coworkers.  The Company considers its coworker
relations to be excellent.  No coworkers are covered by collective bargaining agreements.

        CDW emphasizes the recruiting, training and development of high quality coworkers throughout its organization.
The Company's objective is to promote people from within to positions of increased responsibility, whenever possible.  CDW
develops its coworkers through CDW University, its company-wide training program with colleges of specialization.  The
colleges of CDW University provide specialized training in sales and relationship-building techniques, technical
certifications and leadership development skills.  In 2001, the College of Performance Excellence was added to the existing colleges of Sales, Technology, Knowledge
Management and Leadership.  The College of Performance Excellence offers more than fifteen instructor-led courses designed
to enhance coworkers' interpersonal and professional skills.

        CDW strives to create a supportive and rewarding work environment.  In 2001, CDW was named by FORTUNE magazine
as one of the "100 Best Places to Work in America" for the fourth consecutive year. The Company's Vernon Hills facility
contains on-site exercise and child care centers.  Additionally, the Company sponsors a series of English language classes
for coworkers who speak English as a second language, provides on-site dry cleaning and private rooms for nursing mothers.
CDW coworkers are encouraged to provide their thoughts and concerns regarding the Company directly to management.  The
Company is also currently implementing a coworker feedback line which will be available twenty-four hours a day and seven
days a week for coworkers to provide feedback and make suggestions on how to improve CDW's workplace and business.Incentive and Regular Compensation Arrangements

        Compensation Arrangements.   The Company's coworkers are generally compensated on a basis that rewards performance
and the achievement of identified goals.  For example, account managers receive compensation pursuant to a monthly
commission schedule which is based on performance.  Account managers have the authority to negotiate and adjust prices for
products, provided that the account manager sells the product at a price which meets established management guidelines and
pursuant to various contracted prices, where applicable.  Account managers have the opportunity to achieve relatively high
compensation levels and have historically shown increased productivity as training and experience levels increase.  In
addition, most coworkers, excluding the Company's sales force, are eligible for monthly, quarterly or annual bonus programs
that are tied to achieving certain goals.  For example, CDW's accounts receivable personnel are eligible for monthly
bonuses if late balances are held below target levels and operations personnel are eligible for monthly bonuses based on
such factors as prompt vendor returns and shipping productivity rates.  CDW believes that these incentives positively
impact the Company's performance and profitability.

        Coworker Bonus, Stock Option and Restricted Stock Plans.   In addition to regular compensation, the Company
provides its coworkers with additional long-term incentives designed to maximize performance and productivity. To this end,
CDW has adopted various stock-based compensation plans which enable coworkers to share in the Company's success through
appreciation in the value of the Company's stock.  CDW rewards every coworker with a stock option grant as a part of their
compensation.

8

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Retail Showrooms

        CDW currently operates two retail showrooms allowing local customers an opportunity to examine products prior to
purchase and to meet face-to-face with the Company's sales or technical coworkers. Additionally, all new account managers
work for several weeks in one of the retail showrooms as part of their training.  One of the Company's showrooms is located
at its main facility in Vernon Hills, Illinois, and the other is located in Chicago, Illinois.  These showrooms
occupy approximately 5,100 square feet each.

        CDW's retail showrooms generated approximately 2.5% of the Company's net sales for 2001, inclusive of orders
placed by telephone and picked up at the retail showroom.Trademarks and Trade Names

        The Company conducts its business under a number of trademarks, trade names and service marks including "CDW," "CDW
CIRCLE OF SERVICE," "CDW@work," and "Computing Solutions Built for Business."  CDW currently also has a number of trademark
applications pending, including applications for "CDW-G," "CDWG@work," "Computing Solutions Built For Government and
Education," "CDW Computer Leasing Solutions" and "Direct Solutions Provider."  The Company has taken steps to register and
protect these marks and believes they have significant value and are important factors in the Company's marketing programs.Certain Factors Affecting CDW's Business

        There are many factors that affect the Company's business and the results of its operations, some of which are beyond the
Company's control.  The following is a description of some important factors that may cause the actual results of the Company's
operations in future periods to differ materially from those currently expected or desired.


        Vendor Relationships and Product Availability.     The Company purchases products for resale both directly from manufacturers and
indirectly through distributors and other sources, all of whom the Company considers its vendors.  CDW is authorized by manufacturers
to sell all or some of their products via direct marketing.  The Company's authorization with each manufacturer is subject to
specific terms and conditions regarding such things as product return privileges, price protection policies, purchase discounts and
vendor incentive programs such as purchase rebates, sales volume rebates and cooperative advertising reimbursements.  From time to
time, vendors may change these terms and conditions or reduce or discontinue the incentives that they offer the Company. The
implementation of such changes could have a negative impact on the Company's operating income. Additionally, some products are
subject to manufacturer allocation, which limits the number of units of such products that are available to resellers, including the
Company.  Sales of Compaq, Hewlett-Packard, IBM, Microsoft, Sony and Toshiba products comprise a substantial portion of the Company's
sales.  In 2001, products from each of Compaq, Hewlett-Packard and Microsoft represented more than 10% of the Company's total sales.
In addition, although the Company purchases from a diverse vendor base, in 2001, products purchased by the Company from each of
distributors Tech Data and Ingram Micro represented more than 10% of the Company's total purchases.  The loss of any of these or any
other key vendors, or the diminished availability of their products, could reduce the supply and increase the costs of products sold
by the Company and negatively impact CDW's competitive position.  In addition, Compaq and Hewlett-Packard have entered into an
agreement pursuant to which the two companies would merge.  This agreement is still subject to approval by Hewlett-Packard shareholders.  A Hewlett-Packard
shareholder vote took place on March 19, 2002, but the results of that vote are still pending.  It is uncertain what impact the completion of the merger would have on CDW's
business.  However, in light of the fact that products from these two manufacturers comprise a substantial portion of the Company's
sales, a merger of the two companies could have an adverse impact on the Company's business and results of operations.

9

---

Information Technology Systems.     The Company's success is dependent on the accuracy, proper utilization and continuing
development of its information technology systems, including its business application systems, Internet servers and telephony
system.  The quality and the Company's utilization of the information generated by its information technology systems affects, among
other things, the Company's ability to conduct business with its customers, manage its inventory and accounts receivable, purchase,
sell, ship and invoice its products efficiently and on a timely basis and maintain its cost-efficient operating model.  While the
Company has taken steps to protect its information technology systems from a variety of threats, including computer viruses and
malicious hackers, there can be no guarantee that such steps will be effective.  Any disruption to or infiltration of the Company's
information technology systems could significantly harm the Company's business and results of operations.

New Technologies and Products.     The market for computers and related technology products and services has evolved as a result
of the development of new technologies that are transformed by manufacturers into new products and applications.  The Company has
been and will continue to be dependent on the development of new technologies and products by manufacturers, as well as the
acceptance of those technologies and products by end-users.  A decrease in the rate of development of new technologies and new
products by manufacturers, or the lack of acceptance of those technologies and products by end-users, could have an adverse effect on
the Company's business and results of operations.

        Sales Force.     The Company's statistics show that the level of sales achieved by its account managers increases with the number
of years of experience they have with the Company.  The Company's rate of sales growth and its operating results would be negatively
affected if the Company were unable to expand the size of its sales force, if the turnover rate of account managers increases from
historical levels or if the sales volumes achieved by the Company's account managers does not increase with experience.

        Competition.     The market for computers and related technology products and accessories is highly competitive.  The Company's
competition includes national direct marketers, such as Insight Enterprises, MicroWarehouse, PC Connection, PC Mall and Zones;
manufacturers who sell directly to end-users, such as Dell and Gateway; computer superstores, such as CompUSA; government resellers,
such as GTSI; consumer electronic and office supply superstores, such as Best Buy, Circuit City, Office Depot, Office Max and
Staples; value-added resellers; corporate resellers, such as CompuCom; and Internet resellers, such as Amazon.com and Buy.com.

        Some of the Company's hardware and software vendors, such as Compaq, Hewlett-Packard, and IBM, have sold, and may intensify
their efforts to sell, their products directly to end-users.  In addition, some software manufacturers have developed, and may
continue to develop, sales methods that directly provide customers with subscription-based software programs and packages. If either
of these trends becomes more prevalent, it could adversely affect the Company's sales growth and profitability.

        The Company believes that competition may increase in the future, which could require the Company to reduce prices, increase
advertising expenditures or take other actions which may have an adverse effect on its operating results.  Some of the Company's
competitors have reduced their prices in an attempt to stimulate sales and limit the impact of the current economic slowdown.
Decreasing prices of computers and related technology products and accessories resulting from competition and technological changes
require the Company to sell a greater number of products to achieve the same level of net sales and gross profit.  If this trend
continues and the Company is unable to attract new customers and sell increased quantities of products, CDW's sales growth and
profitability could be adversely affected.

10

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Natural Disaster or Other Adverse Occurrence.    The Company operates its business from a primary facility in Vernon Hills,
Illinois.  Although the Company has multiple sales office locations, substantially all of its corporate, warehouse and distribution
functions are located at its Vernon Hills facility.  If the warehouse and distribution equipment at the Company's Vernon Hills
facility were to be seriously damaged by a natural disaster or other adverse occurrence, the Company could utilize third-party
distributors to ship products to its customers.  However, this may not be sufficient to avoid interruptions in the Company's service
and may not enable the Company to meet all of the needs of its customers.  Additionally, this would cause CDW to incur incremental
operating costs.  As a result, a natural disaster or other adverse occurrence at the Company's primary facility in Vernon Hills could
negatively impact the Company's business and profitability.

        Dependence on Commercial Delivery Services.     The Company generally ships its products to customers by Airborne, A.I.T., Eagle,
FedEx, FedEx Ground, United Parcel Service and other commercial delivery services and invoices customers for shipping charges.  If
the Company is unable to pass on to its customers future increases in the cost of commercial delivery services, the Company's
profitability could be adversely affected. Additionally, strikes or other service interruptions by such shippers could adversely
affect the Company's ability to deliver products on a timely basis.


        General Economic Conditions.     Continued weak general economic conditions could adversely impact CDW's revenues and growth
rate.  During the year ended December 31, 2001, the information technology market weakened, particularly in the corporate segment.
Continued softness in the information technology market could result in lower demand for the Company's products and services.  In
2001, the Company was impacted by the effects of the economic downturn, most notably a decline in IT budgets and a decline in the
average selling prices of desktop computers, servers and notebook computers.  In addition, the Company's revenues, gross margins and
earnings could deteriorate in the future as a result of unfavorable economic conditions.

        Public Sector Contracts.     Revenues from the public sector segment are derived from sales to governmental departments and
agencies, as well as to educational institutions, through various contracts and open market sales.  Government contracting is a
highly regulated area.  Noncompliance with government procurement regulations or contract provisions could result in civil, criminal,
and administrative liability including, but not limited to, substantial monetary fines or damages, termination of government
contracts, and suspension, debarment or ineligibility from doing business with the government.  The effect of any of these possible
actions by any governmental department or agency could adversely affect the Company's business and results of operations.

        Global Market Risk.     A portion of the Company's products are either produced, or have major components produced, in the Asia
Pacific region.  The Company engages in U.S. Dollar denominated transactions with U.S. divisions and subsidiaries of companies
located in this region.  As a result, CDW may be indirectly affected by risks associated with international events, including
economic and labor conditions, political instability, tariffs and taxes, availability of products and currency fluctuations in the
U.S. Dollar versus the regional currencies.  In the past, countries in the Asia Pacific region, including Japan, have experienced
volatility in their currency, banking and equity markets.  Future volatility could adversely affect the supply and price of products
and components and ultimately, the Company's results of operations.

11

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State and Local Sales/Use Tax.     The Company currently collects state and local sales/use tax only on sales of products to
non-exempt residents of the State of Illinois and on sales to some customers in a limited number of other states as required by law.
Various states have sought to require the collection of state and local sales/use taxes on the sale of products shipped to the taxing
state's residents by direct marketers. The United States Supreme Court has ruled that no state, absent Congressional legislation, may
impose tax collection obligations on a direct marketer whose only contacts with the taxing state are the distribution of catalogs and
other advertisement materials through the mail and the delivery of purchased goods by U.S. mail or interstate common carriers.  The
Company cannot predict the level of contact, including Internet activities, with any state which would give rise to future or past
tax collection obligations within the parameters of the Supreme Court cases.  Additionally, on several occasions in the past several
years, including recently, legislation has been introduced in the United States Congress which, if passed, could impose state or
local sales/use tax collection obligations on direct marketers such as CDW.  If Congress enacts legislation that permits states to
impose tax collection obligations on direct marketers, or CDW is deemed to have a physical presence in one or more states, additional
tax collection obligations may be imposed on the Company.  This would likely result in additional costs and administrative expenses
to CDW, price increases to the Company's customers and reduced demand for its products, any or all of which would adversely affect
the Company's operating results.

Item 2.          Properties.

        The Company owns its primary location and headquarters in Vernon Hills, Illinois, which includes its warehouse and
distribution center, a retail showroom and corporate offices.  The facility consists of approximately 450,000 square feet
of warehouse and distribution center space and 125,000 square feet of office space.  CDW owns a total of 45 acres of land
at the Vernon Hills site, of which approximately 11 acres are vacant and available for future expansion.

        The Company has executed various operating lease agreements, primarily for sales office facilities, at several
locations in and around Chicago, Illinois. The lease agreements generally provide for minimum rent and a proportionate
share of operating expenses and property taxes, and include certain renewal and expansion options. The following table
summarizes these lease agreements and the related financial commitment:

|                                                                                                                                                                                                    |               |                         |            |                                       |                            |                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ----------------------- | ---------- | ------------------------------------- | -------------------------- | -----------------------
|                                                                                                                                                                                                   
|Location                                                                                                                                                                                            | SquareFootage | LeaseCommencement       | Lease Term | AggregateFuture MinimumLease
Payments | AverageAnnualLease Expense | CapitalExpenditures (1)
|                                                                                                                                                                                                   
|120 S. RiversideChicago, IL                                                                                                                                                                         | 72,000        | April andAugust 2000    | 10 Years   | $10.6 million                         | $1.2 million               | $4.8 million           
|                                                                                                                                                                                                   
|10 S. RiversideChicago, IL                                                                                                                                                                          | 72,000        | February andAugust 2001 | 10 Years   | $13.2 million                         | $1.4 million               | $3.0 million           
|                                                                                                                                                                                                   
|Mettawa, IL                                                                                                                                                                                         | 156,000       | March 2001              | 10 Years   | $34.3 million                         | $3.7 million               | $4.0 million           
|                                                                                                                                                                                                   
|(1) Capital expenditures related to 10 S. Riverside and Mettawa were incurred during fiscal year 2001 while capital expenditures
related to 120 S. Riverside were incurred during fiscal year 2000.
|                                                                                                                                                                                                   

The Company is obligated under a lease through 2003 for a combined 104,000 square foot office and warehouse facility in Buffalo
Grove, Illinois, that previously served as its main facility.  In October 1998, the Company reopened the office portion of the
Buffalo Grove facility as a sales office.  The Company sublet the warehouse and showroom portions of the Buffalo Grove facility to a
third party beginning June 1999.  However, the sublessee terminated the lease in conjunction with its Chapter 11 case under the
bankruptcy laws in the first quarter of 2000.  The Company sublet a portion of the Buffalo Grove facility to another third party
later in 2000. However, the sublessee vacated the premises in the third quarter of 2001.  The Company continues to occupy the office
portion of the Buffalo Grove facility as a sales office and will continue to evaluate the future use of the warehouse space.

12

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Item 3.          Legal Proceedings.


        The Company is not currently party to any material legal proceedings.Item 4.          Submission of Matters to a Vote of Security Holders.

        There were no matters submitted during the fourth quarter of 2001 to a vote of security holders.

PART IIItem 5.          Market for Registrant's Common Equity and Related Stockholder Matters.

        The following table sets forth for the periods indicated the high and low sales prices for the Company's Common Stock, which is traded on The Nasdaq Stock
Market(R)under the symbol "CDWC".  These quotations were obtained from Nasdaq, and have been adjusted to
reflect the two-for-one stock split paid in the form of a stock dividend on June 21, 2000 to common shareholders of record on June
14, 2000.  The Company believes that as of February 22, 2002 there were approximately 16,992 beneficial owners of the Company's
common stock.  Except for distributions prior to May 25, 1993, the date of termination of the Company's election to be taxed as an S
Corporation, the Company has neither declared nor paid any cash dividends on its Common Stock.  The Company currently intends to
retain earnings for use in the operation and expansion of its business and therefore does not anticipate paying cash dividends in the
foreseeable future.

|              |                               |                               |      |                               |                              
|------------- | ----------------------------- | ----------------------------- | ---- | ----------------------------- | -----------------------------
|              | 2001                          |                               | 2000
|              |                               |                               |     
|Quarter Ended | Low                           | High                          |      | Low                           | High                         
|              |                               |                               |      |                               |                              
|March 31      | $                      24.875 | $                      42.375 |      | $                      26.500 | $                      43.335
|June 30       | $                      29.500 | $                      48.440 |      | $                      32.000 | $                      72.156
|September 30  | $                      28.350 | $                      48.980 |      | $                      46.875 | $                      86.125
|December 31   | $                      32.500 | $                      56.880 |      | $                      22.250 | $                      69.062
|             

13

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Item 6.   Selected Financial Data

CDW Computer Centers, Inc. and SubsidiariesSelected Financial and Operating Data
(in thousands, except per share and selected operating data)

|                                                     |                          |                   |                  |                |               
|---------------------------------------------------- | ------------------------ | ----------------- | ---------------- | -------------- | --------------
|                                                     | Years Ended December 31,
|                                                     |                         
|                                                     | 2001                     | 2000              | 1999             | 1998           | 1997          
|                                                     |                         
|Income Statement Data:                              
|Net sales                                            | $    3,961,545           | $    3,842,452    | $    2,561,239   | $    1,733,489 | $    1,276,929
|Cost of sales                                        | 3,434,510                | 3,352,609         | 2,237,700        | 1,513,314      | 1,106,124     
|                                                     |                         
|Gross profit                                         | 527,035                  | 489,843           | 323,539          | 220,175        | 170,805       
|Selling, administrative and net advertising expenses | 258,837                  | 230,235           | 165,627          | 115,537        | 90,315        
|                                                     |                         
|Income from operations                               | 268,198                  | 259,608           | 157,912          | 104,638        | 80,490        
|Interest income, net                                 | 12,637                   | 9,739             | 4,931            | 4,708          | 4,259         
|Other expense, net                                   | (859)                    | (690)             | (450)            | (335)          | (241)         
|                                                     |                         
|Income before income taxes                           | 279,976                  | 268,657           | 162,393          | 109,011        | 84,508        
|Income tax provision                                 | 111,290                  | 106,388           | 64,308           | 43,170         | 33,507        
|                                                     |                         
|Net income                                           | $     168,686            | $     162,269     | $       98,085   | $     65,841   | $     51,001  
|                                                     |                         
|                                                    
|Earnings per share                                  
|Basic                                                | $           1.97         | $           1.87  | $           1.14 | $         0.76 | $         0.59
|                                                     |                         
|Diluted                                              | $           1.89         | $           1.79  | $           1.11 | $         0.76 | $         0.59
|                                                     |                         
|                                                    
|Weighted average number of common shares outstanding
|Basic                                                | 85,803                   | 87,003            | 86,270           | 86,124         | 86,100        
|Diluted                                              | 89,136                   | 90,860            | 88,304           | 87,008         | 86,816        
|                                                    
|Selected Operating Data:                            
|Number of invoices processed (in thousands)          | 4,394                    | 3,810             | 2,934            | 2,367          | 1,822         
|Average invoice size                                 | $           964          | $           1,054 | $           918  | $         780  | $         756 
|Commercial customers served (in thousands) (1)       | 357                      | 309               | 285              | 246            | 209           
|% of sales to commercial customers                   | 97%                      | 96%               | 93%              | 88%            | 81%           
|Net sales per coworker (in thousands)                | $        1,436           | $           1,634 | $        1,462   | $      1,392   | $      1,490  
|Inventory turnover                                   | 30                       | 28                | 23               | 24             | 21            
|Accounts receivable - days sales outstanding         | 29                       | 32                | 33               | 32             | 25            
|                                                    
|                                                     | Years Ended December 31,
|                                                     |                         
|                                                     | 2001                     | 2000              | 1999             | 1998           | 1997          
|                                                     |                         
|Financial position:                                 
|Cash, cash equivalents and marketable securities     | $    394,381             | $    202,621      | $      82,975    | $      70,688  | $      79,425 
|Working capital                                      | $    695,786             | $    561,697      | $    340,117     | $    228,730   | $    167,421  
|Total assets                                         | $    937,029             | $    748,437      | $    505,915     | $    341,821   | $    269,641  
|Total debt and capitalized lease obligations         | -                        | -                 | -                | -              | -             
|Total shareholders' equity                           | $    778,657             | $    636,251      | $    390,984     | $    270,763   | $    199,866  
|Return on shareholders' equity (2)                   | 24.7%                    | 31.0%             | 30.1%            | 28.2%          | 29.8%         
|                                                    

(1) Commercial customers is defined as public sector and corporate sector customers excluding consumers.
(2) Return on shareholders' equity is calculated as net income for the period divided by average shareholders' equity.

14

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Item 7.          Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis of the Company's financial condition and results of operations should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes thereto.Overview

        CDW Computer Centers, Inc. (collectively with its subsidiaries, "CDW" or the "Company") is the largest direct marketer of multi-brand
computers and related technology products and services in the United States. The Company's primary business is conducted from a
combined corporate office, distribution center and showroom facility located in Vernon Hills, Illinois, and sales offices in Mettawa,
Buffalo Grove and Chicago, Illinois and Lansdowne, Virginia.  Additionally, the Company markets and sells products through
www.cdw.com and www.cdwg.com, its Web sites.


        For financial reporting purposes, the Company has two operating segments: corporate, which is primarily comprised of business
customers but also includes consumers (which generated approximately 3% of total sales in 2001), and public sector, comprised of
federal, state and local government and educational institutions who are served by CDW Government, Inc. ("CDW-G"), a wholly owned
subsidiary.

        Financial Reporting Release No. 60, which was recently released by the Securities and Exchange Commission, encourages all
registrants, including the Company, to include a discussion of "critical" accounting policies or methods used in the preparation of
financial statements.  The Company presents in its notes to the consolidated financial statements a summary of its most significant
accounting policies used in the preparation of such statements.  The Company's significant accounting policies relate to the sale,
purchase, distribution and promotion of its products.  Therefore, the Company's accounting principles in the areas of revenue
recognition, trade accounts receivable valuation, inventory valuation, vendor transactions and marketing activities are the most
significant.


        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of
America requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of
revenues and expenses during the reported periods.  CDW bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying
values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from those estimates,
and revisions to estimates are included in the Company's results for the period in which the actual amounts become known.

        Significant estimates in these financial statements include allowances for doubtful accounts receivable, sales returns and
pricing disputes, net realizable value of inventories, vendor transactions and loss contingencies.

        Allowance for doubtful accounts.   CDW maintains allowances for doubtful accounts for estimated losses resulting from the
inability of its customers to make required payments.  This allowance is determined based upon historical experience in addition to
an ongoing credit quality review of the Company's accounts receivable portfolio.  If the financial condition of CDW's customers were
to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required and operating
income could be adversely affected.

        Sales returns and pricing disputes.   The Company maintains an allowance for anticipated sales returns and pricing disputes based
on recent trends.  Should the actual rate of sales returns or pricing disputes increase, additional allowances may be required and
gross margin and operating income could be adversely affected.

        Net realizable value of inventories.   The Company adjusts the carrying value of its inventory for changes in net realizable value
based upon current market values and assumptions about future demand and market conditions.  If actual market conditions are less
favorable than those projected by management, additional inventory valuation adjustments may be required and gross margin and
operating income could be adversely affected.

15

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Vendor transactions.   The Company and its vendors are involved in certain pricing and shipping disputes in the normal course of
business.  The Company establishes allowances for such disputes based upon an evaluation of identified disputes and an evaluation of
recent and historical trends.  Should the resolution of such disputes differ from management estimates, gross margin and operating
income could be adversely affected.

        Loss contingencies.   From time to time, the Company may have contingent liabilities which could result in a loss and a reduction
to operating income.  As these events arise, management exercises judgment in evaluating the financial impact of these potential
losses.  If actual losses differ from management's estimates, operating income could be adversely affected.Results of Operations

        The following table sets forth for the periods indicated information derived from the Company's consolidated statements of income
expressed as a percentage of net sales:

|                                    |                                                          |           |          
|----------------------------------- | -------------------------------------------------------- | --------- | ---------
|                                    | Percentage of Net Sales                                 
|                                    |                                                         
|Financial Results                   | Years                                 Ended December 31,
|                                   
|                                    | 2001                                                     | 2000      | 1999     
|                                    |                                                          |           |          
|Net sales                           | 100.0   %                                                | 100.0   % | 100.0   %
|Cost of sales                       | 86.7                                                     | 87.2      | 87.4     
|                                    |                                                          |           |          
|Gross profit                        | 13.3                                                     | 12.8      | 12.6     
|Net advertising expenses            | 0.1                                                      | 0.3       | 0.6      
|Selling and administrative expenses | 6.4                                                      | 5.7       | 5.9      
|                                    |                                                          |           |          
|Income from operations              | 6.8                                                      | 6.8       | 6.1      
|Interest and other income           | 0.3                                                      | 0.2       | 0.2      
|                                    |                                                          |           |          
|Income before income taxes          | 7.1                                                      | 7.0       | 6.3      
|Income tax provision                | 2.8                                                      | 2.8       | 2.5      
|                                    |                                                          |           |          
|Net income                          | 4.3   %                                                  | 4.2   %   | 3.8   %  
|                                   
|                                   

The following table sets forth for the periods indicated a summary of certain of the Company's consolidated operating statistics:

|                                                                                                                  
|------------------------------------------------------------------------------------------------------------------
|Operating Statistics                                                                                              
|                                                                                                                  
|                                                                                                                  
|                                                                                                                  
|Number of invoices processed                                                                                      
|Average invoice size                                                                                              
|Commercial customers served (1)                                                                                   
|% of sales to commercial customers                                                                                
|Number of account managers, end of period                                                                         
|Annualized inventory turnover                                                                                     
|Accounts receivable days sales outstanding                                                                        
|Direct web sales (000's)                                                                                          
|Average daily unique web site users                                                                               
|                                                                                                                  
|(1)     Commercial customers represent public sector customers and corporate sector customers excluding consumers.
|                                                                                                                  

16

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The following table presents consolidated net sales dollars by product category as a percentage of total consolidated net sales
dollars.  Product lines are based upon internal product code classifications.  Product mix for the years ended December 31, 2000 and
1999 has been retroactively adjusted for certain changes in individual product categorization.

|                                   |                          |           |         
|---------------------------------- | ------------------------ | --------- | --------
|                                  
|Analysis of Product Mix            | Years Ended December 31,
|                                  
|                                   | 2001                     | 2000      | 1999    
|                                   |                          |           |         
|Notebook Computers and Accessories | 14.7   %                 | 19.5   %  | 19.6  % 
|                                  
|Desktop Computers and Servers      | 13.4                     | 15.7      | 16.1    
|                                  
|Subtotal Computer Products         | 28.1                     | 35.2      | 35.7    
|                                  
|Software                           | 16.8                     | 12.2      | 13.1    
|                                  
|Data Storage Devices               | 14.5                     | 13.8      | 14.0    
|                                  
|Printers                           | 12.9                     | 11.4      | 12.4    
|                                  
|Net/Comm Products                  | 9.5                      | 9.1       | 8.4     
|                                  
|Video                              | 8.4                      | 7.7       | 7.1     
|                                  
|Add-on Boards/Memory               | 4.3                      | 6.0       | 5.0     
|                                  
|Input Devices                      | 2.9                      | 2.5       | 2.5     
|                                  
|Supplies,Accessories and Other     | 2.6                      | 2.1       | 1.8     
|                                  
|Total                              | 100.0   %                | 100.0   % | 100.0  %
|                                  
|                                  

The following table represents the change in year-over-year consolidated sales dollars by product categories for each of the
periods indicated.  Product lines are based upon internal product code classifications.   The rates of change for the years ended
December 31, 2000 and 1999 have been retroactively adjusted for certain changes in individual product categorization.

|                                     |                          |          |        
|------------------------------------ | ------------------------ | -------- | -------
|                                    
|Analysis of Product Category Growtyh | Years Ended December 31,
|                                    
|                                     | 2001                     | 2000     | 1999   
|                                     |                          |          |        
|Notebook Computers and Accessories   | (22.9)   %               | 48.9   % | 47.4  %
|                                    
|Desktop Computers and Servers        | (12.1)                   | 45.5     | 52.6   
|                                    
|Subtotal Computer Products           | (18.1)                   | 47.3     | 49.7   
|                                    
|Software                             | 41.5                     | 39.2     | 44.7   
|                                    
|Data Storage Devices                 | 7.7                      | 47.4     | 83.0   
|                                    
|Printers                             | 16.3                     | 36.6     | 36.8   
|                                    
|Net/Comm Products                    | 6.2                      | 61.9     | 34.9   
|                                    
|Video                                | 11.6                     | 63.5     | 35.0   
|                                    
|Add-on Boards/Memory                 | (26.3)                   | 79.1     | 82.0   
|                                    
|Input Devices                        | 19.0                     | 48.3     | 44.4   
|                                    
|Supplies, Accessories and Other      | 26.1                     | 86.2     | 1.6    
|                                    
|Total                                | 3.1   %                  | 50.0   % | 47.8  %
|                                    
|                                    

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

        Net sales in 2001 increased 3.1% to a record $3.962 billion compared to $3.842 billion in 2000. The growth in net sales in 2001
is primarily attributable to an increased customer base as well as substantial growth in the Company's public sector business.  The
Company expanded its sales force by 3.4% in 2001 to 1,228 account managers at December 31, 2001 and continued to actively market, enabling the Company to increase its
customer base 15.3% from the prior year.  Public sector sales increased 62.8% from $418 million in 2000 to $681 million in 2001, and
comprised 17.2% of the Company's total sales for 2001.  Corporate sector sales declined 4.2% to $3.281 billion in 2001 due to reduced
IT spending levels in a difficult economic environment and reduced average selling prices per unit.  The Company's strength in its
public sector business is due to focused sales and marketing efforts in the federal, state and local government and education
markets and the fact that these customers have not reduced IT budgets as severely as those in the corporate markets.

17

---

The average selling price of desktop computers decreased 17.9%, servers decreased 24.2% and notebook computers decreased 18.1%
from 2000.  Unit sales of desktop computers increased 9.2% and unit sales of servers increased 11.6% from 2000, while unit sales of
notebook computers decreased 11.7% from 2000.  The Company believes there may be future decreases in pricing for computer products in
2002, resulting in a lower average invoice size. Such decreases require the Company to generate more orders and sell more units in
order to maintain or increase the level of sales.

        On a forward-looking basis, the Company believes that cautious assumptions as to the rate of sales growth in 2002 are
appropriate, primarily due to uncertainty related to economic as well as political conditions, lower unit selling prices and reduced
IT spending levels by some customers.


        Gross profit increased as a percentage of net sales to 13.3% in 2001, compared to 12.8% in 2000. This increase is primarily due
to vendor incentives and the impact of software maintenance products and third party services that are recorded as net sales at the
net amount retained by the Company, with no cost of goods sold.

        On a forward-looking basis, gross profit margin in future periods may be less than the 13.3% achieved in 2001.  Gross profit
margin depends on various factors, including the continued participation by vendors in inventory price protection and rebate programs,
product mix, including software maintenance and third party services, pricing strategies, market conditions and other factors, any of
which could result in a fluctuation of gross margins below recent experience.


        Selling and administrative expenses, excluding net advertising expense, increased to 6.4% of net sales in 2001 versus 5.7% in
2000.  This increase resulted primarily from $11.4 million of incremental occupancy costs along with $16.9 million of incremental
payroll costs, which is partially due to a higher average number of sales account managers during 2001.  Approximately 72% of the
1,228 sales account managers at December 31, 2001 had fewer than 24 months experience and 46% had fewer than 12 months, as compared to
77% and 58% at December 31, 2000, respectively.  On a forward-looking basis, during 2002, the Company plans to expand its sales force by approximately 100 account
managers, primarily in the public sector business segment, and increase the number of product category specialists.  Selling and
administrative expenses, excluding net advertising expenses, may increase as a percentage of net sales over prior year levels due to
investments in additional sales personnel and facility expansions completed during the first half of 2001.

        The Company has leased sales office space in Chicago, Illinois and in locations near the Vernon Hills headquarters.  The
following table summarizes these lease agreements and the related financial commitment (see Footnote 7 to the consolidated financial
statements):

18

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|                                                                                                                                                              |               |                         |            |                                       |                            |                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ----------------------- | ---------- | ------------------------------------- | -------------------------- | -----------------------
|                                                                                                                                                             
|Location                                                                                                                                                      | SquareFootage | LeaseCommencement       | Lease Term | AggregateFuture MinimumLease
Payments | AverageAnnualLease Expense | CapitalExpenditures (1)
|                                                                                                                                                             
|120 S. RiversideChicago, IL                                                                                                                                   | 72,000        | April andAugust 2000    | 10 Years   | $10.6 million                         | $1.2 million               | $4.8 million           
|                                                                                                                                                             
|10 S. RiversideChicago, IL                                                                                                                                    | 72,000        | February andAugust 2001 | 10 Years   | $13.2 million                         | $1.4 million               | $3.0 million           
|                                                                                                                                                             
|Mettawa, IL                                                                                                                                                   | 156,000       | March 2001              | 10 Years   | $34.3 million                         | $3.7 million               | $4.0 million           
|                                                                                                                                                             
|(1) Capital expenditures related to 10 S. Riverside and Mettawa were incurred during 2001 while capital expenditures
related to 120 S. Riverside during 2000.
|                                                                                                                                                             

As a result of the anticipated expansion of the sales force, the new sales offices, which opened during 2001, and a 250,000
square foot addition to the Vernon Hills distribution center, which became operational in the second quarter of 2001, the Company's
selling and administrative expenses will likely increase in future periods versus 2001.

        Net advertising expense decreased as a percentage of net sales to 0.1% in 2001 from 0.3% in 2000 as the result of a decrease
in gross advertising spending combined with an increase in cooperative advertising income. Gross advertising expense decreased $3.9
million to $87.4 million in 2001 while decreasing as a percentage of net sales to 2.2% versus 2.4% in 2000.  Although gross
advertising spending decreased, the Company believes it achieved more coverage due to reduced media rates.  Based upon the Company's
planned marketing initiatives, levels of gross advertising expense as a percentage of net sales in 2002 are expected to be relatively
consistent with or higher than the level achieved in 2001. Cooperative advertising reimbursements as a percentage of net sales
remained constant in 2001 at 2.1%. Cooperative advertising reimbursements as a percentage of net
sales may decrease in future periods depending on the level of vendor participation achieved and collection experience.


        Consolidated operating income was $268.2 million in 2001, a 3.3% increase from $259.6 million in 2000.  This increase was
primarily a result of the increase in sales and gross margin in 2001, partially offset by the increase in operating expenses.
Consolidated operating income as a percentage of net sales was 6.8% in both 2001 and 2000.  Corporate segment operating income was
$245.5 million in 2001, compared to $245.9 million in 2000.  Corporate segment operating income increased as a percentage of net
sales to 7.5% in 2001 from 7.2% in 2000, due to an increase in gross margin as a percentage of net sales, partially offset by an increase
in operating expenses as a percentage of net sales.  The increase in gross margin as a percentage of net sales resulted primarily from
changes in product mix, vendor incentives and the impact of software maintenance products and third party services, which are
recorded as net sales at the net amount to be retained by the Company.  Operating expenses increased as a percentage of net sales due
to higher payroll costs and higher occupancy costs resulting from additional sales offices and the warehouse facility expansion.
Public sector segment operating income was $22.7 million in 2001, a 65.7% increase from $13.7 million in 2000, primarily due to the
increase in sales.  Public sector segment operating income as a percentage of net sales was 3.3% in both 2001 and 2000.


        Interest income, net of other expenses, increased to $11.8 million in 2001 compared to $9.0 million in 2000, primarily due to
higher levels of cash available for investing offsetting a decrease in the average rate of interest earned.  The higher levels of
cash were due to cash flows from operations, primarily net income, a decrease in accounts receivable and tax benefits from stock
options and restricted stock transactions.

        The effective income tax rate, expressed as a percentage of income before income taxes, was 39.75% in 2001 and 39.6% in 2000.

19

---

Net income in 2001 was $168.7 million, a 4.0% increase from $162.3 million in 2000. Diluted earnings per share were $1.89 in 2001
and $1.79 in 2000, an increase of 5.6%.  All per share amounts have been adjusted to reflect the two-for-one stock split effected in
the form of a stock dividend paid on June 21, 2000.Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

        Net sales in 2000 increased 50.0% to a record $3.842 billion compared to $2.561 billion in 1999.  The Company experienced
substantial sales growth in both of its business segments in 2000.  Net sales by the Company's public sector business grew 62.3%,
increasing from $258 million in 1999 to $418 million in 2000.  Net sales by the Company's corporate sector grew 48.6% to $3.424
billion in 2000 compared to $2.304 billion in the prior year.  The growth in net sales for both segments is primarily attributable to
an increase in active accounts and a higher level of sales per active account.  Net sales per active commercial account, defined as
public and corporate segment accounts transacting within the past twelve months, excluding consumers, grew 43.0% in 2000. The Company
believes that spending by customers for networking and Internet capabilities, as well as post-Year 2000 projects, positively impacted
net sales in 2000. Additionally, the Company expanded its sales force by 48.9% in 2000 to 1,188 account managers at December 31, 2000,
enabling it to increase its customer base and the level of sales per active customer.

        The average selling price of desktop computers in 2000 increased 1.7%, servers increased 15.9% and notebook computers increased
6.4% from 1999.

Gross profit increased as a percentage of net sales to 12.8% in 2000, compared to 12.6% in 1999. This increase was primarily the
result of higher selling margins achieved on certain product lines and increased levels of vendor support programs.

        Selling and administrative expenses decreased to 5.7% of net sales in 2000 versus 5.9% in 1999. This decline resulted from
decreases in non-sales payroll and related coworker costs, all as a percentage of net sales. Increases in coworker productivity
offset increased payroll and associated costs related to expansion of the sales force. Approximately 77% of the 1,188 sales account
managers at December 31, 2000 had fewer than 24 months experience and 58% had fewer than 12 months, as compared to 76% and 53% at
December 31, 1999, respectively.

        Net advertising expense decreased as a percentage of net sales to 0.3% in 2000 from 0.6% in 1999. Gross advertising expense
increased $26.1 million in 2000 while decreasing as a percentage of net sales to 2.4% versus 2.6% in 1999. The Company decreased
catalog circulation and the number of national advertising pages from the prior year, while increasing its spending on branding,
other direct marketing and electronic commerce activities.


        Consolidated operating income was $259.6 million in 2000, a 64.4% increase from $157.9 million in 1999.  This increase was
primarily a result of the increase in sales in 2000.  Consolidated operating income as a percentage of net sales increased to 6.8%
from 6.1% in 1999.  Corporate segment operating income was $245.9 million in 2000, a 60.8% increase from $152.9 million in 1999.
This increase was primarily due to the increase in sales in 2000.  Corporate segment operating income increased as a percentage of
net sales to 7.2% in 2000, compared to 6.6% in 1999, primarily due to the decrease in net advertising costs.  Public sector segment
operating income was $13.7 million in 2000, a 176.4% increase from $5.0 million in 1999.  This increase was primarily due to the
increase in sales in 2000.  Public sector segment operating income as a percentage of net sales increased to 3.3% in 2000, compared
to 1.9% in 1999, primarily due to an increase in gross margin as a percentage of sales and decreases in payroll costs and bad debts
as a percentage of sales.


        In the first quarter of 2000, the Compensation and Stock Option Committee approved a new format for executive incentive
compensation, which was approved by shareholders at the Annual Meeting of Shareholders on May 24, 2000. Under the new format, the
committee eliminated the executive incentive bonus pool and created the Senior Management Incentive Plan ("SMIP") for all officers
and other senior management personnel. The SMIP provides for targeted levels of incentive compensation based upon the percentage
increase in operating income over the prior year. Expense recognized under the new program in 2000 was lower as a percentage of net
sales than all incentive compensation for the same group in the same period of the prior year.

20

---

Interest income, net of other expenses, increased to $9.0 million in 2000 compared to $4.5 million in 1999, primarily due to
higher levels of available cash and higher rates of return on investments.

        The effective income tax rate, expressed as a percentage of income before income taxes, was 39.6% in 2000 and 1999.


        Net income in 2000 was $162.3 million, a 65.4% increase from $98.1 million in 1999. Diluted earnings per share were $1.79 in 2000
and $1.11 in 1999, an increase of 61.3%. All per share amounts have been adjusted to reflect the two-for-one stock splits effected in
the form of a stock dividend paid on June 21, 2000 and May 19, 1999.Seasonality

        Although the Company has historically experienced variability in the rates of sales growth, it has not historically experienced
seasonality in its business as a whole.  While sales by the Company's corporate segment, which serves business and consumer markets,
have not historically experienced seasonality throughout the year, sales by the Company's public sector segment have historically
been higher in the third quarter than in other quarters due to the buying patterns of government and education customers.  If sales
to public sector customers continue to increase as a percentage of overall sales, the Company as a whole may experience increased
seasonality in future periods.

Liquidity and Capital ResourcesWorking capital

        The Company has historically financed its operations and capital expenditures primarily through cash flow from operations. At
December 31, 2001, the Company had cash, cash equivalents and marketable securities of $394.4 million and working capital of $695.8
million, representing an increase of $191.8 million in cash, cash equivalents and marketable securities and an increase of $134.1
million in working capital from December 31, 2000.

        The Company has an aggregate $70 million available pursuant to two $35 million unsecured lines of credit with two financial
institutions.  One line of credit expires in June 2002, at which time the Company intends to renew the line, and the other does not
have a fixed expiration date.  Borrowings under the first credit facility bear interest at the prime rate less 2 1/2%, LIBOR plus
1/2% or the federal funds rate plus 1/2%, as determined by the Company.  Borrowings under the second credit facility bear interest at
the prime rate less 2 1/2%, LIBOR plus .45% or the federal funds rate plus .45%, as determined by the Company.  At December 31, 2001,
there were no borrowings under either of the credit facilities.

        In January 2001, the Company's Board of Directors authorized the purchase of up to 5 million shares of the Company's common
stock representing slightly more than 5% of its then total outstanding shares, from time to time in both open market and private transactions.  The Company purchased approximately 2,692,500 shares of its common stock during
the year ended December 31, 2001, at a total cost of approximately $98.2 million.  These repurchases included a total of 1.5 million
shares repurchased on February 2, 2001, at a total cost of $57.6 million ($38.423 per share) from Gregory C. Zeman, Director and then
Vice Chairman, and Daniel B. Kass, Executive Vice President and Director.

21

---

The Company's current and anticipated uses of its cash, cash equivalents and marketable securities are to fund the growth in
working capital and capital expenditures necessary to support future growth in sales, the stock buyback program and possible
expansion through acquisitions.  Capital expenditures relating primarily to facility expansions were substantially completed in 2001
and totaled $22.5 million for the year ended December 31, 2001.

        The Company believes that the funds held in cash, cash equivalents and marketable securities, and funds available under the
credit facilities will be sufficient to fund the Company's working capital and cash requirements at least through December 31, 2002.Cash flows

        Cash provided by operating activities in 2001 was $302.4 million compared to $141.8 million in 2000. The primary factors that
have historically affected the Company's cash flows from operations are net income; changes in accounts receivable, merchandise inventory,
 and accounts payable; and tax benefits from stock options and restricted stock transactions.  Accounts payable at December 31, 2001
increased $50.7 million while accounts receivable decreased $16.5 million compared to December 31, 2000.  The
increase in accounts payable was primarily due to the timing of payments to vendors at the end of the respective periods.  The decline
in accounts receivable related to a reduction in days sales outstanding.  Days sales outstanding for the year ended December 31, 2001
was 29 as compared to 32 for the year ended December 31, 2000.  Inventory increased $8.9 million at December 31, 2001 compared to
December 31, 2000, primarily due to higher levels of inventory in-transit. Cash provided by operating activities in 2001 was also
positively impacted by a $58.1 million tax benefit recorded to paid-in-capital, relating to the exercise of options pursuant to the
MPK Stock Option Plan, the CDW Incentive Stock Option Plan and the vesting of shares related to the MPK Restricted Stock Plan.

        Net cash used in investing activities for the year ended December 31, 2001 was $111.0 million, including $89.3 million for
investments in marketable securities and $22.5 million used for capital expenditures. Capital expenditures made by the Company
were primarily related to the purchase of furniture, data processing and telephone equipment for the new Chicago, Illinois and
Mettawa, Illinois sales offices and construction of the addition to the Vernon Hills distribution center.

At December 31, 2001, the Company had a $5.4 million net investment in and loan to CDW Leasing, L.L.C. ("CDW-L").  CDW-L is a joint
venture that is 50 percent owned by each of CDW Capital Corporation ("CDWCC"), a wholly-owned subsidiary of the Company, and First
Portland Corporation, an unrelated third party leasing company.  The Company uses the equity method to account for its investment in
CDW-L.  CDWCC is committed to loan up to $10 million to CDW-L to fund new leases, of which $4.7 million is outstanding as of December
31, 2001 and $4.2 million is subordinated to CDW-L's loan from a financial institution.  CDW-L has a $40 million financing commitment
from a financial institution, of which $19.6 million was outstanding and $20.4 remained available at December 31, 2001.  The
financing commitment, collateralized by lease receivables, requires CDW-L to meet certain financial covenants and is without recourse
to CDWCC or the Company.  Under the terms of the financing agreements, CDW-L's total loans outstanding and related terms were:

22

---

|                                                        |                         |                      |                                      |                                                   
|------------------------------------------------------- | ----------------------- | -------------------- | ------------------------------------ | --------------------------------------------------
|                                                       
|CDW LEASING, L.L.C. LOANS OUTSTANDING AND RELATED TERMS
|                                                       
|Lender                                                  | Type of Instrument      | Maturity             | Interest Rate as ofDecember 31, 2001 | Outstanding Balance atDecember 31, 2001 (in 000's)
|                                                       
|FinancialInstitution                                    | Term Note               | Various thru11/26/03 | 5.76% - 9.03%                        | $    15,600                                       
|                                                       
|FinancialInstitution                                    | Revolving Note          | 8/23/02              | 3.9375%                              | $      4,000                                      
|                                                       
|CDWCC                                                   | Subordinated Note       | Payable onDemand     | 6.876%(LIBOR + 5.0%)                 | $      4,200                                      
|                                                       
|CDWCC                                                   | Non-Subordinated   Note | Payable onDemand     | 4.076%(LIBOR + 2.2%)                 | $        500                                      
|                                                       
|Total                                                   |                         |                      |                                      | $    24,300                                       
|                                                       

At December 31, 2001, the present value of CDW-L's borrowing base was $27.2 million and CDW-L was in compliance with all of the
covenants under the agreement with the financial institution.


        In August 2001, Michael P. Krasny, the Chairman Emeritus, principal shareholder and Director of the Company, Gregory C. Zeman, a
Director and then Vice Chairman of the Company, and Daniel B. Kass, Executive Vice President and a Director of the Company, sold
10,562,500 shares of common stock through a secondary public offering at a price of $40.00 per share.  The Company did not receive
any proceeds from the sale of shares and the number of outstanding common shares was not impacted.  The shares sold by Mr. Zeman and
Mr. Kass were acquired from Mr. Krasny through the exercise of options previously granted to them pursuant to the MPK Stock Option
Plan.  The sale of shares by Mr. Zeman and Mr. Kass resulted in the realization by the Company in the year ended December 31, 2001 of
an income tax benefit of approximately $43.5 million, of which approximately $600,000 had been previously recorded to deferred taxes.  The
incremental tax benefit of $42.9 million was recorded as an increase to paid-in-capital.  Additionally, the Company recorded
incremental payroll tax expense of approximately $1.6 million related to the option exercise, which reduced diluted earnings per
share by approximately $0.01 per share.

        The Company also received approximately $9.1 million as proceeds from the exercise of stock options under the CDW Incentive Stock
Option Plan in 2001.Recently Issued Accounting Pronouncements

        In July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, "Business
Combinations," and Statements of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."  These statements
currently have no impact on the Company's financial position or results of operations.

In October 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets".  This statement supercedes Statements of Financial Accounting
Standards No. 121, and is effective for the Company in fiscal year 2002.  The Company does not believe that the adoption of this
statement will have a material affect on the Company's future financial position or results of operations.

        Any statements in this report that are forward-looking (that is, not historical in nature) are made pursuant to the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, for example, statements
concerning the Company's sales growth, gross profit as a percentage of sales, advertising expense and cooperative advertising
reimbursements.  In addition, words such as  "likely," "may," "would," "could," "anticipate," "believe," "estimate," "expect,"
"intend," "plan," and similar expressions, may identify forward-looking statements in this report.  Forward-looking statements in this
report are based on the Company's beliefs and expectations as of the date of this report and are subject to risks and uncertainties,
including those outlined in detail in this report in Item 1 - Business under the heading "Certain Factors Affecting CDW's Business"
and other factors identified from time to time in the Company's filings with the Securities and Exchange Commission.  Such risks and
uncertainties may have a significant impact on the Company's business, operating results or financial condition.  Investors are
cautioned that these forward-looking statements are inherently uncertain.  Should one or more of the risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described
herein.

23

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Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.

          The Company's investments in marketable securities as of December 31, 2001 all mature before June 30, 2003 and are
     concentrated in U.S. Government and Government Agency securities, Municipal Bonds and Corporate Fixed Income securities.  As
     such, the risk of significant changes in the value of these securities as a result of a change in market interest rates is
     minimal.

        Item 8.   Financial Statements and Supplementary Data.

          The information required by this item is contained in a separate section of this Report beginning on page F(i).  See
     Index to Consolidated Financial Statements beginning on page F(i).

        Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

          None.

        PART III

        Item 10.   Directors and Executive Officers of the Registrant.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934 and regulations of the Securities and Exchange
Commission thereunder require the Company's executive officers and directors and persons who own more than ten
percent of the Company's stock, as well as certain affiliates of such persons, to file initial reports of
ownership and changes in ownership with the Securities and Exchange Commission and The Nasdaq Stock Market.
Executive officers, directors and persons owning more than ten percent of the Company's stock are required by
Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they
file.  Based solely on its review of the copies of such forms received by it and written representations that,
except as noted below, no other reports were required for those persons, the Company believes that, during the
year ended December 31, 2001, all persons subject to Section 16(a) were in compliance with all Section 16(a)
filing requirements.  Brian Williams inadvertently failed to file a Form 5 to report the donation of 182 shares
of CDW Computer Centers, Inc. within the prescribed time requirement.

Election of Directors

        Ten  directors, nine of whom are members of the present Board of Directos,
 will be recommended by the Company for  election at the Company's 2002 Annual Meeting of Shareholders.  All  directors  serve until the annual  meeting next
following  their  election  and until  their  successors  have been  elected.  There are no family  relationships  between or among any
directors of the Company.

24

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All of the  nominees  have  consented  to serve if elected  and the  Company  has no reason to  believe  that any of the named
nominees will be unable to serve.

        Set forth below is certain information concerning the nominees for election to the Board of Directors of the Company.

|                                     |     |                                                  
|------------------------------------ | --- | -------------------------------------------------
|Name                                 | Age | Position(s) with the Company                     
|                                    
|Michelle L. Collins................. | 42  | Director                                         
|Casey G. Cowell..................... | 49  | Director                                         
|John A. Edwardson................... | 52  | Chairman of the Board and Chief Executive Officer
|Daniel S. Goldin...................  | 61  | Nominee                                          
|Donald P. Jacobs...................  | 74  | Director                                         
|Daniel B. Kass...................... | 45  | Director and Executive Vice President            
|Michael P. Krasny................... | 48  | Director                                         
|Terry L. Lengfelder................. | 64  | Director                                         
|Brian E. Williams................... | 51  | Director                                         
|Gregory C. Zeman.................... | 43  | Director and Advisor                             
|                                    

Michelle L.  Collins  serves as a director.  Ms.  Collins is managing  director of Svoboda,  Collins,  L.L.C.,  a $150 million
private  equity firm.  From 1992 through  January 1998,  Ms.  Collins was a principal at William Blair & Company,  L.L.C.  Ms.  Collins
became a director  of the Company  in April  1996 and  currently  serves on the Audit  Committee  and  Compensation  and Stock  Option
Committee.  Ms.  Collins has been a member of the Board of Directors of Coldwater  Creek,  Inc. since January 1998. Ms. Collins is also
a director of several  civic  organizations  and private  companies.  Ms.  Collins is a 1982  graduate  of Yale  University  and a 1986
graduate of the Harvard Graduate School of Business.

        Casey G. Cowell serves as a director.  Mr. Cowell is Chairman and principal  owner of Durandal,  Inc., a holding company for a
number of diversified  private  companies.  Previously,  Mr. Cowell  co-founded U.S.  Robotics,  one of the worlds leading suppliers of
data  communications  products  and  systems.  He served as Chairman  and Chief Executive Officer of U.S.  Robotics  from its  inception  in 1976 until its
acquisition  by 3Com in June  1997.  Mr.  Cowell  became a  director  of the Company  in  November  1999 and  currently  serves on the
Compensation  and Stock  Option  Committee.  Mr.  Cowell  serves on the Board of  Directors  of 3Com,  Curious  Networks,  Northwestern
Memorial  Hospital and the Illinois  Coalition.  Mr.  Cowell is a member of the Board of Trustees for the Golden Apple Foundation  and
the University of Chicago.  Mr. Cowell is a 1975 graduate of the University of Chicago.

        John A. Edwardson  serves as the Company's Chairman of the Board of Directors and Chief Executive  Officer.  Mr. Edwardson joined CDW in
January  2001.  Prior to joining us, Mr.  Edwardson  served as Chairman and Chief  Executive  Officer of Burns  International  Services
Corporation from 1999 until 2000. Mr. Edwardson served as a director  (1994-1998),  President  (1994-1998) and Chief Operating  Officer
(1995-1998) of UAL Corporation and United Airlines.  Mr.  Edwardson  served as Executive Vice President and Chief Financial Officer of
Ameritech  Corporation from 1991 until 1994. Mr. Edwardson  currently serves on the Board of Directors of Household  International  and
Focal Communications  Corporation and serves on the Board of Trustees of Purdue University.  Mr. Edwardson is a 1971 graduate of Purdue
University  where he earned a Bachelor of Science in Industrial  Engineering  and a 1972 graduate of the University of Chicago where he
earned a Masters Degree in Business Administration.

25

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Daniel S. Goldin is a nominee for election to the Company's Board of Directors.
Mr. Goldin is a Senior Fellow at the Council on Competitiveness, an organization of leading corporate
chief executives and research university presidents dedicated to the improvement of American competitiveness. In November 2001, Mr.
Goldin stepped down as the longest serving Administrator in the history of NASA. In his decade long leadership of America's Space
Program, he directly served three different U.S. presidents. Prior to his service to the nation, Mr. Goldin was Vice President and
General Manager of TRW's Space and Technology Group, a supplier of cutting edge technology to the government and private sectors. Mr.
Goldin is a member of the National Academy of Engineering and a Fellow of the American Institute of Aeronautics and Astronautics. He
obtained a Bachelor of Science Degree in Mechanical Engineering from the City College of New York and is a graduate of the Executive
Management program of UCLA.


        Donald P.  Jacobs  serves as a  director.  Mr.  Jacobs is the  Gaylord  Freeman  Distinguished  Professor  of Banking and Dean
Emeritus of the  J.L. Kellogg  Graduate  School of Management  and has been a member of the Kellogg  faculty since joining the school in
1957.  Mr.  Jacobs  became a director  of the Company in  November  1999 and  currently  serves on the Audit and  Corporate  Governance
Committees.  He serves on the Board of Directors of several corporations,  including Hartmarx,  ProLogis Trust and Terex Corporation.  Mr.
Jacobs is a graduate  of  Roosevelt  University  where he earned a  Bachelor  of Arts  degree in  Economics  in 1949 and a graduate  of
Columbia  University  where he earned a Master of Arts degree in Economics in 1951 and a Doctorate  in  Economics in 1956.  Mr.  Jacobs
has received numerous honorary degrees from prestigious national and international universities.

        Daniel B. Kass serves as a director and as the Company's Executive  Vice  President.  Mr. Kass joined the Company in November 1987 as an Account
Manager.  He served as Sales Manager from January 1989 through  December  1990.  Mr. Kass became Vice  President-Operations  in January
1991, a director of the company in March 1993,  Vice  President-Sales  in January 1996,  and served as Executive  Vice  President-Sales
from January  2000 until  January  2002.  Mr. Kass is a 1981  graduate of Southern  Illinois  University  where he earned a Bachelor of
Science degree in Journalism.


        Michael P. Krasny is the founder of the Company and currently serves as a director.  He is also a member of the Corporate
Governance Committee.  Mr. Krasny served as Chairman of the Board and Chief Executive Officer from the Company's inception through
May 2001 and January 2001, respectively, and served as President from the Company 's incorporation through December 1990.  Mr. Krasny
is a 1975 graduate of the University of Illinois where he earned a Bachelor of Science degree in Finance.

        Terry L. Lengfelder  serves as a director.  Mr.  Lengfelder  became a director of the Company in May 2001 and currently serves
on the Audit and Corporate  Governance  Committees.  Mr.  Lengfelder is a retired partner of Andersen  (formerly  Arthur Andersen LLP),
where he served as a regional  managing  partner and in various other  assignments  from 1972 to 1998.  Mr.  Lengfelder  also served as
Chairman of the Board of Partners of Andersen  Worldwide in 1993 and 1994.  Mr.  Lengfelder has been a member of the Board of Directors
of Lanoga  Corporation  since 1999. Mr. Lengfelder served on the Board of Directors of Burns  International  Services  Corporation from
1999 until 2000 and was chairman of the Finance and Audit Committee.  Mr.  Lengfelder is a 1961 graduate of Washington  University with
a Bachelor of Science degree in Business Administration.

        Brian E. Williams serves as a director.  Mr.  Williams is President,  Chief Executive Officer of Element 79 Partners,  a full service  advertising
agency.  Prior to this,  Mr.  Williams was  President  of Foote,  Cone & Belding  Chicago,  an  advertising  firm.  Prior to 1998,  Mr.
Williams was an Executive  Vice President at Leo Burnett  Company,  also an advertising  firm.  Mr.  Williams  became a director of the
Company in January 2000 and currently  serves on the Compensation  and Stock Option  Committee.  He serves on the Board of Directors of
Element 79 Partners  and serves on the Board of Trustees of Children  's  Memorial  Hospital in Chicago,  Illinois.  Mr.  Williams earned
his Bachelor of Arts degree from Dartmouth College in 1972 and is a 1975 graduate of Northwestern University's J.L. Kellogg Graduate
School of Management.

26

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Gregory C. Zeman  serves as a director  and is employed as an  advisor.  Mr.  Zeman has been with the Company,  serving in varying  capacities,  since
March 1987.  Mr. Zeman served as the Company's  Vice-Chairman  from January 2001 until January 2002, and as the Company's President from January 1991 until
January  2001.  Prior to becoming  President,  Mr. Zeman  served as an Account  Manager,  Sales  Manager,  Purchasing  Manager and Vice
President of Sales,  Purchasing  and  Marketing.  Mr. Zeman became a director of the Company in June 1990. Mr. Zeman is a 1983 graduate
of Marquette University where he earned a Bachelor of Science degree in Computational Math.Management

        Set forth below are the names, ages and titles of each executive officer of the Company.  Executive  officers are elected by
and serve at the discretion of the Board of Directors until their successors are duly chosen and qualified.

|                                      |     |                                                             
|------------------------------------- | --- | ------------------------------------------------------------
|Name                                  | Age | Position(s) with the Company                                
|                                     
|John A. Edwardson...................  | 52  | Chairman of the Board and Chief Executive Officer           
|Harry J. Harczak, Jr................  | 45  | Executive Vice President - Sales                            
|Daniel B. Kass......................  | 45  | Executive Vice President and Director                       
|James R. Shanks.....................  | 37  | Executive Vice President and President, CDW Government, Inc.
|Douglas E. Eckrote..................  | 37  | Senior Vice President - Purchasing and Operations           
|Barbara A. Klein....................  | 47  | Senior Vice President and Chief Financial Officer           
|Arthur S. Friedson ................   | 47  | Vice President - Coworker Services                          
|Joseph K. Kremer ...................  | 37  | Vice President - Marketing                                  
|Christine A. Leahy..................  | 37  | Vice President, General Counsel and Corporate Secretary     
|Jonathon J. Stevens.................. | 32  | Vice President and Chief Information Officer                
|                                     

See "Board of Directors" for the discussion of Messrs. Edwardson and
Kass.

        Harry J. Harczak,  Jr. is the Company's Executive Vice President - Sales.  Mr.  Harczak had served as our Chief  Financial  Officer from
May 1994 until  January 2002.  Mr.  Harczak had also served the Company as Treasurer  from 1998 until  January 2002 and Secretary  from
2000 until January 2002.  Mr.  Harczak was appointed the company's Executive Vice  President  Corporate  Strategy in June 2001.  Prior to joining
the Company, Mr.  Harczak was an audit partner in the  accounting  firm of Coopers & Lybrand  L.L.P.  where he worked since 1978. Mr. Harczak
is  responsible  for the Company's sales force serving the corporate  customer  segment,  and is also  responsible  for the Company's sales  recruiting and
training  functions.  He is a 1978 graduate of DePaul  University,  where he earned a Bachelor of Science degree in  Accounting,  and a
1995 graduate of the University of Chicago Executive Program,  where he earned a Masters of Business  Administration.  Mr. Harczak is a
certified public accountant.

        James R. Shanks serves as the Company's Executive  Vice  President and  President of CDW  Government,  Inc., or CDW-G,  our wholly owned
subsidiary  serving the public  sector.  Mr.  Shanks  joined CDW in 1993 as Director of Information Technology, was appointed Vice
President - Information Systems in 1996 and served as Chief Information Officer from 1999 until 2001.  Prior to joining the Company,
Mr.  Shanks was  employed by American  Hotel
Register from January 1985 to August 1993 as Manager of  Information  Systems.  Mr. Shanks is a 1991 graduate of Barat College where he
earned a Bachelor of Science degree in Computer  Information  Systems and a 1996 graduate of  Northwestern  University's  J. L. Kellogg
Graduate School of Management.

27

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Douglas E. Eckrote serves as the Company's Senior Vice  President - Purchasing  and Operations.  Mr. Eckrote joined us in January 1989 and
since  that time has served as an Account  Manager,  Sales  Manager  and  Director  of  Operations.  Mr.  Eckrote  was  appointed  Vice
President - Operations  in January 1999 and Senior Vice  President - Purchasing  in April 2001. Mr. Eckrote has primary  responsibility for
product acquisition,  managing vendor  relationships and the Company's  warehousing,  distribution and technical service functions.  He
is a 1986 graduate of Purdue University where he earned a Bachelor of Science degree in Agricultural Sales and Marketing.

        Barbara A. Klein serves as the Company's Senior Vice President and Chief  Financial  Officer.  Ms. Klein joined CDW in February 2002 and
is responsible for financial planning and analysis, accounting, SEC reporting,  budgeting,  treasury and tax, risk management,  internal audit,
investor  relations,  and corporate  development and strategy.  Prior to joining CDW, she served as Vice  President,  Finance and Chief
Financial  Officer of Dean Foods  Company.  Prior to Dean Foods,  Ms. Klein  served as Vice  President  and  Corporate  Controller  for
Ameritech  Corporation.  Additionally,  Ms. Klein has held senior  management  positions at  Pillsbury  and Sears,  Roebuck and Co. Ms.
Klein, a certified public  accountant and member of the American  Institute of CPAs and the Illinois Society of CPAs,  earned an M.B.A.
from Loyola University.  Ms. Klein graduated magna cum laude from Marquette  University with a Bachelor of Science degree in accounting
and finance.

        Arthur S. Friedson  serves as the Company's Vice  President - Coworker  Services.  Mr. Friedson joined CDW in May 1997 as Director of Human
Resources and was named Vice  President-Coworker  Services in January 2000. Mr. Friedson  oversees the Company's coworker services function which
provides comprehensive assistance to our coworkers in a variety of areas including benefits,  compensation,  performance management and
recruitment.  Prior to joining CDW, Mr.  Friedson had more than 15 years of experience  in human  resource  management  at  Columbia/HCA
Healthcare  Corporation  and Amoco  Corporation.  Mr. Friedson is a 1980 graduate of The City College, City University of New York where
he earned a Bachelor of Arts degree in Psychology and a 1983 graduate of Loyola University of Chicago where he earned a Master of Science
degree in Industrial Relations.

        Joseph K. Kremer has served as the Company's Vice  President - Marketing  since  February  1998.  Prior to joining CDW, Mr. Kremer was U.S.
Manager of Channel Marketing  Programs at IBM Corporation,  where he worked since 1987. Mr. Kremer has primary  responsibility  for the Company's
advertising,  marketing  and public  relations  activities,  including  the Company's  branding  initiatives.  Mr.  Kremer is a 1987  graduate of
Virginia  Polytechnic  Institute and State University where he earned a Bachelor of Science degree in Accounting and a 1989 graduate of
University of Scranton where he earned a Masters of Business Administration Degree in Finance.

        Christine A. Leahy serves as Vice President, General Counsel and Corporate Secretary.  Ms. Leahy leads all legal
strategy and implementation.  Ms. Leahy joined CDW in January 2002 as the company's first
in-house counsel.  Before joining CDW, Ms. Leahy served as a corporate partner in the Chicago office of Sidley Austin Brown & Wood,
where she specialized in corporate governance, securities law, mergers and acquisitions, and strategic counseling.  Ms. Leahy
received her undergraduate degree from Brown University and her J.D. from Boston College Law School.

        Jonathan J. Stevens serves as Vice President and Chief Information Officer.  Mr. Stevens joined CDW in June 2001 as the Company's
Vice President - Information Technology and was named Chief Information Officer in January 2002. Mr. Stevens is
responsible for the strategic direction of the company's information technology infrastructure, applications
development, help desk, Web development, and e-commerce initiatives. Prior to joining the Company, Mr. Stevens
served as regional technology director for Avanade, an international technology integration company formed
through an alliance between Microsoft and Accenture. Previously, Mr. Stevens was a principal with Microsoft
Consulting Services and led an IT group for a corporate division of AT&T/NCR.  Mr. Stevens is a graduate of the
University of Dayton where he earned a Bachelor of Science degree in computer information systems management.

28

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Item 11.   Executive Compensation.

Director Compensation; CDW Director Stock Option Plan


        Directors who are not also employees of the Company ("Independent Directors") were paid an annual fee of $20,000 in 2001.
Additionally, the CDW 2000 Incentive Stock Option Plan contains provisions for the automatic annual grant of stock options to Independent
Directors.  On the first trading day of each calendar year, each Independent Director is granted options to purchase shares of Common
Stock of the Company at a price equal to the closing price of the Company's shares on that day.  The number of such options granted to each Independent Director
is equal to the sum of (i) 6,000 shares plus (ii) the product of
6,000 shares multiplied by the percentage increase in the Company's immediately preceding year's net income over the second
immediately preceding year's net income, in each case calculated in accordance with generally accepted accounting principles, applied
on a consistent basis.  In 2001, Independent Directors received stock options for 19,800 shares pursuant to this formula.  The
options vest on the third anniversary of the date of grant and expire on the tenth anniversary of the date of grant. If an
Independent Director ceases to be a member of the Board of Directors, all options granted to such Independent Director which have not
vested shall expire by their terms.  The Company receives no monetary consideration for these grants.

        Effective beginning in 2002, the annual fee payable to non-employee Directors was increased to $30,000.

Executive Compensation

        Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the years
ended December 31, 2001, 2000 and 1999, of (i) all persons who served as the Company's chief executive officer during 2001 and (ii) the
other four most highly compensated executive officers of the Company whose total annual salary and bonus exceeded $100,000 in 2001 and who
served as an executive officer at December 31, 2001 (the "Named Officers"):

29

---

SUMMARY COMPENSATION TABLE

|                                 |      |                     |                               |                                  |                                      |                                       |                                          
|-------------------------------- | ---- | ------------------- | ----------------------------- | -------------------------------- | ------------------------------------ | ------------------------------------- | -----------------------------------------
|                                 |      | Annual Compensation | Long Term Compensation Awards |                                 
|                                
|Name and Principal Position      | Year | Salary ($)          | Bonus ($) (1) (2)             | Other Annual    Compensation ($) | Restricted        Stock Award(s) ($) | Securities UnderlyingOptions/SARs (#) | All Other            Compensation ($) (3)
|                                
|Michael P. Krasny                | 2001 | $93,895             | $200                          | ---                              | ---                                  | ---                                   | ---                                      
|Chief Executive Officer          | 2000 | $237,015            | $809,522                      | ---                              | ---                                  | 21,251                                | $4,000                                   
|(January 1 - January 28, 2001)   | 1999 | $230,784            | $1,240,346                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|John A. Edwardson                | 2001 | $546,923            | $874,003                      | ---                              | $3,662,500                           | 1,608,067                             | $3,779                                   
|Chief Executive Officer          | 2000 | ---                 | ---                           | ---                              | ---                                  | ---                                   | ---                                      
|(January 28 - December 31, 2001) | 1999 | ---                 | ---                           | ---                              | ---                                  | ---                                   | ---                                      
|                                
|Gregory C. Zeman                 | 2001 | $214,440            | $1,105,038                    | ---                              | ---                                  | 20,726                                | $3,279                                   
|Vice-Chairman                    | 2000 | $207,388            | $1,227,410                    | ---                              | ---                                  | 29,472                                | $4,000                                   
|                                 | 1999 | $201,936            | $1,788,064                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|Daniel B. Kass                   | 2001 | $214,440            | $1,102,919                    | ---                              | ---                                  | 20,602                                | $3,779                                   
|Executive Vice President         | 2000 | $207,388            | $1,224,410                    | ---                              | ---                                  | 29,207                                | $4,000                                   
|                                 | 1999 | $201,936            | $1,780,238                    | ---                              | ---                                  | ---                                   | $3,856                                   
|                                
|Harry J. Harczak, Jr.            | 2001 | $202,186            | $588,003                      | ---                              | ---                                  | 16,049                                | $3,779                                   
|Executive Vice President,        | 2000 | $195,537            | $653,282                      | ---                              | ---                                  | 19,484                                | $4,000                                   
|Sales                            | 1999 | $140,448            | $761,768                      | ---                              | ---                                  | 407,650                               | $3,856                                   
|                                
|James R. Shanks                  | 2001 | $202,186            | $586,188                      | ---                              | ---                                  | 16,049                                | $3,779                                   
|Executive Vice President,        | 2000 | $195,537            | $652,344                      | ---                              | ---                                  | 19,484                                | $4,000                                   
|President - CDWG                 | 1999 | $140,448            | $760,578                      | ---                              | ---                                  | 407,650                               | $3,856                                   
|                                

(1)        Amounts reflected are pursuant to performance based compensation programs.

(2)        Includes amounts representing travel incentive awards and company-wide bonus plans.

(3)        Reflects the Company's contributions to the account of each of the Named Officers under the CDW Computer Centers, Inc.
       Employees' Profit Sharing Plan and Trust, including employer matching contributions.  The amounts for the 2001 contributions
       represent the Company's best estimate, as final calculations have not been completed at the date of
this Proxy Statement.Option Grants

        Information with respect to grants of stock options to Named Officers during 2001 is set forth below.

30

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OPTIONS GRANTS IN LAST FISCAL YEAR

|                      |                                                                                              |                                                                  |                                          |                                           |                     |            |          |             |             
|--------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | ---------------------------------------- | ----------------------------------------- | ------------------- | ---------- | -------- | ----------- | ------------
|Individual Grants     | Potential Realizable Value at
Assumed Annual Rates ofStock Price Appreciationfor Option Term
|                     
|(a)                   | (b)                                                                                          | (c)                                                              | (d)                                      | (e)                                       | (f)                 | (g)       
|Name                  | Options      
Granted                                                                        | % of Total     Options Granted     Employees in
     Fiscal Year | Exercise     
 or Base      Price ($/Sh) | Market Price     on Grant     Date ($/Sh) | Expiration     Date | 0% ($)     | 5% ($)   | 10% ($)    
|                      |                                                                                              |                                                                  |                                          |                                           |                     |            |          |            
|Michael P. Krasny     | ---                                                                                          |                                                                  | ---                                      | ---                                       | ---                 | ---        | ---      | ---         | ---         
|                     
|John A. Edwardson     | 1,600,000                                                                                    | (1)                                                              | 85.77%                                   | $36.625                                   | $36.625             | 1/28/2011  | $0       | $96,883,245 | $335,631,498
|                      | 8,067                                                                                        | (2)                                                              | 0.43%                                    | $0.010                                    | $53.710             | 12/31/2021 | $433,198 | $1,149,539  | $2,914,801  
|                     
|Gregory C. Zeman      | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973  
|                      | 11,226                                                                                       | (2)                                                              | 0.60%                                    | $0.010                                    | $53.710             | 12/31/2021 | $602,836 | $1,599,694  | $4,056,223  
|                     
|Daniel B. Kass        | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973  
|                      | 11,102                                                                                       | (2)                                                              | 0.60%                                    | $0.010                                    | $53.710             | 12/31/2021 | $596,177 | $1,582,024  | $4,011,419  
|                     
|Harry J. Harczak, Jr. | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973  
|                      | 6,549                                                                                        | (2)                                                              | 0.35%                                    | $0.010                                    | $53.710             | 12/31/2021 | $351,681 | $933,226    | $2,366,311  
|                     
|James R. Shanks       | 9,500                                                                                        | (3)                                                              | 0.51%                                    | $33.375                                   | $33.375             | 3/12/2021  | $0       | $524,201    | $1,815,973  
|                      | 6,549                                                                                        | (2)                                                              | 0.35%                                    | $0.010                                    | $53.710             | 12/31/2021 | $351,681 | $933,226    | $2,366,311  
|                     

(1)        Options are exercisable at the rate of 20% per year, beginning January 28, 2002.  Options become fully exercisable upon a
         change-in-control of the Company.
(2)        Options represent a portion of the annual bonus that is granted pursuant to the CDW Senior Management Incentive Plan.
         Options are exercisable in full on April 30, 2006.
(3)        Options are exercisable at the rate of 20% per year, beginning March 12, 2002.  Options become fully exercisable upon a
         change-in-control of the Company.

Option Exercises and Fiscal Year-End Values

        Information with respect to options exercised and shares sold during 2001, unexercised options to purchase Common Stock
granted under the MPK Stock Option Plan and CDW Incentive Stock Option Plans and restricted shares granted under the MPK Restricted
Stock Plan to the Named Officers and held by them at December 31, 2001 is set forth below.

OPTION EXERCISES IN LAST FISCAL YEAR
                                                   AND FISCAL YEAR-END OPTION VALUES

|                      |                                     |                         |                                                                                                                                                                |                                                                                                                                    |                 |            
|--------------------- | ----------------------------------- | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | --------------- | -----------
|Name                  | Shares     
Acquired onExercise (#) | Value      Realized ($) | Number of                    
Securities Underlying          
 Unexercised Options at         December 31, 2001 (#)        
Exercisable          Unexercisable | Value of
Unexercised          In-the-Money Options         
 at December 31, 2001 ($) (3)
     Exercisable          
Unexercisable
|                      |                                     |                         |                                                                                                                                                                |                                                                                                                                    |                 |            
|                     
|Michael P. Krasny     | ---                                 | ---                     | ---                                                                                                                                                            | 15,751                                                                                                                             | ---             | $845,829   
|John A. Edwardson     | ---                                 | ---                     | ---                                                                                                                                                            | 1,608,067                                                                                                                          | ---             | $27,769,198
|Gregory C. Zeman (1)  | 2,315,732                           | $88,775,497             | 2,330,214                                                                                                                                                      | 678,848                                                                                                                            | (1)$125,146,065 | $35,987,574
|Daniel B. Kass(2)     | 436,000                             | $16,714,420             | 401,026                                                                                                                                                        | 183,159                                                                                                                            | (2)$21,537,432  | $9,366,190 
|Harry J. Harczak, Jr. | 34,908                              | $1,306,465              | 21,376                                                                                                                                                         | 567,575                                                                                                                            | $845,008        | $18,593,350
|James R. Shanks       | 50,695                              | $1,882,513              | 9,125                                                                                                                                                          | 566,375                                                                                                                            | $334,084        | $18,533,847
|                     

|    |                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan.
         Unexercised options at December 31, 2001 include options for 2,958,864 shares pursuant to the MPK Stock Option Plan, of
         which, 2,330,214 are exercisable.  All options pursuant to the MPK Stock Option Plan become fully exercisable upon
         termination of employment.
|(2) | All shares acquired on exercise are attributable to the exercise of options issued pursuant to the MPK Stock Option Plan.
         Unexercised options at December 31, 2001 include options for 534,376 shares pursuant to the MPK Stock Option Plan, of which,
         401,026 are exercisable.  All options pursuant to the MPK Stock Option Plan become fully exercisable upon termination of
         employment.    
|(3) | Based on the closing price as reported by The Nasdaq Stock Market of the Company's Common Stock on December 31, 2001
         ($53.710), less the respective exercise prices.                                                                                                                                                                                                                                             
|   

MPK Stock Option Plan

        At the time of the Company's initial public offering, Mr. Krasny established the MPK Stock Option Plan pursuant to which he
granted to Messrs. Zeman and Kass and a former employee of the Company options to purchase in the aggregate 16,573,500 shares of
Common Stock owned by him.  As of March 25, 2002, options to acquire an aggregate of 3,493,240 shares of common stock remain
outstanding.  These options are non-forfeitable and become exercisable during the employment of such individual at the rate of 5% per
year upon each of the first four anniversaries of the grant and an additional 15% on each anniversary date thereafter until all
options are exercisable.  Additional shares may be exercised proportionately to any shares sold by Mr. Krasny from his holding.  The
options may be exercised at a price of $0.004175 per share.  The MPK Stock Option Plan provides that should Messrs. Zeman or Kass
terminate his employment with the Company, all options become exercisable and such individual will be required to exercise his
options at the option exercise price within six months of the date of termination.  The MPK Stock Option Plan gives Mr. Krasny the
right to repurchase the shares relating to the terminating employee's exercised options at the prevailing market rate, less costs and
expenses attendant to the sale of the stock.  Mr. Krasny's acquisition may be made pursuant to a note payable over a ten-year period
with interest at the applicable federal rate as defined in the Internal Revenue Code of 1986, as amended.  Mr. Krasny has, in
connection with the Company's repurchase of certain shares of Common Stock held by Messrs. Zeman and Kass (see "Certain Transactions"
below) waived his repurchase right with respect to shares acquired by Messrs. Zeman and Kass under the MPK Stock Option Plan.  The
MPK Stock Option Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from
plan participants to the Company or increase the number of outstanding shares of Common Stock.

31

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MPK Restricted Stock Plan

        Effective upon the closing of the initial public offering, Mr. Krasny transferred 2,674,416 shares of his Common Stock to
the MPK Restricted Stock Plan (the "MPK Plan Shares"), to be held in escrow for the benefit of those persons employed by the Company
on December 31, 1992.  Shares contributed on behalf of participating employees were calculated on the basis of their months of
service and average salary.  During such time as the MPK Plan Shares are held in escrow, Mr. Krasny retains the right to vote the MPK
Plan Shares, and dividends thereon, if any, inure to the benefit of Mr. Krasny.  The purpose of the MPK Restricted Stock Plan was to
provide participants with additional incentives to remain in the Company's employ, to build upon employee loyalty and to provide such
employees with an opportunity to share in the Company's profits and growth.

        In accordance with the original terms of the MPK Restricted Stock Plan, all of the MPK Plan Shares were scheduled to fully
vest upon January 1, 2000, provided that a participant had remained continually employed with the Company or its subsidiaries during
such period.  Participants who leave the Company's employ forfeit their right to unvested MPK Plan Shares and such shares revert to
Mr. Krasny.  MPK Plan Shares will immediately vest upon the death or total disability of a participating employee.  The MPK
Restricted Stock Plan, which is wholly funded from shares of Common Stock owned by Mr. Krasny, does not result in a cash payment from
Plan participants to the Company or increase the number of outstanding shares of Common Stock.

        On January 31, 1997, the terms of the MPK Restricted Stock Plan were modified to provide participants the option to
accelerate the vesting on 25% of their shares in exchange for the extension of the vesting period on their remaining shares through
2003.  Under the terms of this modification, participants who elected the acceleration were granted options by the Company equal to
the number of shares that became vested, with an exercise price equal to the fair market value of the Company's Common Stock on the
acceleration date.

Employment Related Agreements

        Messrs. Krasny, Zeman and Kass

        The Company entered into Employment and  Non-Competition  Agreements with Messrs.  Krasny,  Zeman and Kass
that became  effective upon the  consummation  of the initial public offering in 1993. The initial base salaries of
Messrs.  Krasny,  Zeman and Kass were $200,000,  $175,000 and $175,000,  respectively,  to be adjusted in each case
annually in accordance with the Consumer Price Index.  In accordance  with the terms of each Agreement,  employment
is terminable  with or without  Cause.  Each  Agreement  contains a  non-competition  restriction  prohibiting  the
executive from  undertaking  certain  competitive  activities  for a two-year  period after the date his employment
with the Company  ceases.  Effective  May 23, 2001,  Mr. Krasny  resigned, thereby terminating his employment with the
Company, and  presently  serves the
Company solely in the  capacity of a director.  Mr.  Zeman's and Mr.  Kass' base  salaries  have been  adjusted to reflect
their current roles with the company.  See "Management" and "Executive Compensation".

        Mr. Edwardson

        The  Company  entered  into an  employment  agreement  with John A.  Edwardson  on January 28,  2001.  The
agreement  provides  for Mr.  Edwardson  to serve  as Chief  Executive  Officer  of the  Company  until  the  fifth
anniversary  of the  agreement,  subject  thereafter  to annual  renewal  provisions.  Pursuant  to the  employment
agreement,  during the term of his employment with the Company,  Mr.  Edwardson will be nominated for election as a
member of the Board of  Directors  and,  if so elected  will be  appointed  Chairman  of the Board.  Mr.  Edwardson
receives  an  annual  base  salary of  $600,000,  subject  to annual  review  by the  Compensation  Committee,  and
participates in the Company's Senior  Management  Incentive Plan.  Incentive  bonuses under
the Senior Management Incentive Plan are based on objective  criteria  established and approved by the Compensation  Committee of the
Board each year.

32

---

In accordance with the employment agreement, Mr. Edwardson received non-qualified stock options to
purchase 1,600,000 shares of Common Stock under the Company's 2000 Incentive Stock Option Plan.  The exercise
price of these options is $36.625, the fair market value of the Company's Common Stock on the date of grant.
One-fifth of these options will vest on each of the first five anniversaries of the employment agreement.  In
addition, Mr. Edwardson was granted a restricted stock award of 100,000 shares of Common Stock that will vest in
equal annual installments on the first four anniversaries of the date of grant.  If Mr. Edwardson's employment is
terminated by the Company without Cause or by Mr. Edwardson for Good Reason, one-half of any unexercisable
options will immediately become exercisable and one-half of the portion of the restricted stock award that is not
vested will immediately become vested.  Under the terms of the employment agreement, beginning with the 2002 fiscal year,
Mr. Edwardson will be granted annually non-qualified stock options to purchase 150,000 shares of Common Stock, which
options will be subject to terms substantially similar to the terms of the options described above.  

        If the employment agreement is terminated by the Company without Cause or by Mr. Edwardson for Good
Reason, the Company will be required, among other things, to make a lump sum cash payment to Mr. Edwardson equal
to two times the sum of his annual base salary and his average annual bonus and to pay certain accrued
obligations through the date of termination.  For purposes of the employment agreement, Good Reason includes the
failure to elect Mr. Edwardson as Chairman of the Board immediately following each annual meeting of shareholders
during the employment period.  Such election is possible only if the shareholders re-elect Mr. Edwardson as a
member of the Board, and if he is not so re-elected, he will be entitled to terminate the employment agreement
for Good Reason and receive the payments described above.  The agreement also contains standard non-competition
and non-solicitation covenants that survive during the term of the agreement and for a period of two years
thereafter.

        The Company has also entered into a transitional compensation agreement with Mr. Edwardson.  In the
event of a Change of Control (as defined in the transitional compensation agreement), the employment relationship
between the Company and Mr. Edwardson will be exclusively governed by the transitional compensation agreement.
Upon a Change in Control, all stock options, restricted stock and other equity awards to Mr. Edwardson that are
not otherwise vested will vest in full, and all options will remain exercisable for the period provided in the
applicable award agreement.  If, following a Change of Control, there is a Qualifying Termination (as defined in
the transitional compensation agreement), Mr. Edwardson will receive the following benefits in lieu of benefits
under the employment agreement: (i) payment in a lump sum of an amount equal to 300% of his base salary and his
average annual bonus, (ii) prorated annual incentive bonus (based on the target bonus under the Incentive Plan)
through the date of termination, (iii) payment of all accrued obligations through the date of termination in a
lump sum and (iv) the continuation of all welfare benefits and senior executive perquisites for a period of two
years or an equivalent lump sum cash payment.  In the event that such payments and benefits subject Mr. Edwardson
to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Edwardson would
be entitled to receive a "gross-up" payment, unless his net after-tax benefit resulting from such gross-up
payment, as compared to a reduction of such payments and benefits so that no excise tax is incurred, is less than
$100,000.

Report of the Compensation and Stock Option Committee

        The Compensation and Stock Option Committee (the "Compensation Committee") is currently comprised of three independent
directors, Ms. Collins and Messrs. Cowell and Williams.

33

---

Compensation Policy

        General.  The Company's executive compensation program is designed to advance the interests of the Company by
attracting, motivating and retaining well-qualified executives, managers and other key employees, and to align their
interests with those of the Company's shareholders by providing them with performance-based incentives linked to corporate
performance factors. The three primary components of the Company's executive compensation program are:

        (i)    base salary;

        (ii)    annual incentive awards; and

        (iii)    long-term incentive awards in the form of stock option grants.

        Over the course of 2001, the Committee met several times with the Company's staff and representatives of a
nationally recognized consulting firm to review key aspects of the Company's executive compensation plan. The purpose of
the review was to ensure that the Company's executive compensation program continued to meet the talent management needs of
the organization and was consistent with the Company's strategic vision.

        As a result of this review, a number of changes were made to executive programs.  In addition to general
consistency with the Company's strategic vision, the changes implemented in 2001 and early 2002 helped the programs better
reflect the following defining characteristics:

                Focus on pay-for-performance
                Capable of delivering highly differentiated rewards
                Externally competitive and market-based
                Flexible and balanced in performance orientation
                Well integrated with other coworker programs to reinforce commonality of purpose
                Straightforward, simple and well communicated
                Anchored in a consistent and logical framework
                Oriented toward delivery of an effective total compensation package

        Specific changes will be implemented in 2002. In general, the changes implemented as a result of the review will
reflect more clearly articulated internal and external objectives for each element of total executive compensation. In
addition, the total compensation profile for executive officers will be changed to render it more consistent with the
Company's objectives, including retention of key executives.  Changes to underlying programs for 2002 reflect the desired compensation profile.

        Base Salary.  Base salaries for Named Executive Officers of the Company reflect their level of experience, past
 and expected future performance and market conditions. The base salary of each executive also is set at a level such that
the greater portion of their total compensation is dependent upon Company performance.

        The base salary of Mr. Edwardson was initially established by the terms of his employment agreement in 2001 and is
subject to periodic adjustments by the Committee. Annual adjustments in the base salaries of the other Named Officers
reflect several factors, including changes in the United States Consumer Price Index, as well as merit increases, where
applicable.

        As part of the aforementioned executive compensation review, the Committee outlined a two year transition toward a
total compensation profile for executives that is more consistent with the Company's talent management objectives and goal of retaining key executives.

34

---

One aspect of this transition is the development of market-rate base pay levels for each executive role, targeted
at or near the 50th percentile among comparable incumbents at appropriate peer companies. As part of their review, the
Committee considered competitive data showing the Company's position relative to targeted levels at peer companies, and
evaluated 2002 base pay increases for executive officers on that basis.

        Annual Incentive Awards.  The annual incentive element of the Company's executive compensation program is pursuant
to the Company's Senior Management Incentive Plan.  Awards for 2001 reflect the Company's
performance relative to goals relating to growth in net income from operations.

        For 2002, funding of awards under the plan for executive officers will continue to be based predominantly upon
achievement of pre-established goals related to income from operations. The Senior Management Incentive Plan has been designed to provide
opportunities for awards that will place executive total cash compensation at or near the 75th percentile among a range of
peer companies, provided the Company delivers superior increases in operating income levels relative to its key peers.
Award opportunities for individual executive officers have been set accordingly.

        Following the conclusion of the aforementioned executive compensation review, the Committee noted their desire to
incorporate greater emphasis on individual accountability for business results, particularly among the senior executive
group. Accordingly, starting in 2002, final awards under the Senior Management Incentive Plan will also take into account individual
performance relative to pre-established goals and objectives, as well as other business and environmental factors that the
Committee deems relevant to attainment of the Company's overall financial goals and strategic vision.

        In addition to the Senior Management Incentive Plan, the Company's executives participate in a company-wide management bonus pool.
Each Named Officer received a $10,000 allocation of the pool for fiscal year 2001.

        Long-Term Incentive Awards.The long-term incentive element of the Company's executive compensation program
 consists of the grant of stock options to employees, including the Company's executive officers. Stock options have been
granted to the executive officers based upon factors discussed below either (i) with an exercise price equal to 100% of
fair market value as of the date of grant or (ii) (on a selective basis) in payment of annual incentive awards which have
been earned. Stock options that were granted in payment of 2001 annual incentive awards carried an exercise price of $0.01.
The number of stock options granted was determined by dividing the amount of the award by the difference between the market
price of the Common Stock as of the date of grant and the option exercise price.

        For the 2002 compensation year,  grants made to the named executive officers and others will have an exercise
price equal to 100% of fair market value as of the date of grant. The Company's Long-Term Incentive program will be
reconfigured to provide opportunities at or near the 75th percentile among a range of peer companies, underlining the
emphasis on longer-term results that the Committee believes is appropriate for senior executive team members.Implementation of Compensation Policy

        The Compensation Committee met on January 25, 2001 to review and certify annual incentive and stock option awards
to officers and employees of the Company relative to performance-based compensation programs in 2000 and to establish, as
necessary, the 2001 base compensation and performance-based compensation programs for executive officers. The Compensation
Committee met on March 12, 2001 to review and approve the Company's Senior Management Incentive Plan, including target
bonus levels and performance achievement targets. The Compensation Committee met on January 24, 2002 to discuss various
matters, including the status of 2001 performance-based compensation programs and approved the formula to be applied for
determining the number of options to be granted to each coworker as of February 1, 2002.  Further, the Compensation
Committee reviewed and approved stock option allocations to officers and employees of the Company, and reviewed and
certified annual incentive awards to officers and employees pursuant to performance-based compensation programs. There was
a special meeting of the Compensation Committee on January 28, 2001 to review and approve the terms of Mr. Edwardson's
employment as Chief Executive Officer and President of the Company, including the grant of restricted stock and stock
options. There also were special meetings on July 26, September 17 and October 25, 2001 in the course of undertaking the
aforementioned review of executive compensation.

35

---

Compensation of the Chief Executive Officer.  Mr. Krasny's compensation for 2001 consisted solely of base salary
of $93,895 that represented the pro rata share from January 1, 2001 through the annual meeting on May 23, 2001 of his
annualized base salary of $237,015.  Mr. Krasny's annualized base was not raised in 2001 over 2000.

        Per his contractual agreements for 2001, Mr. Edwardson received base salary of $546,923, a bonus of $440,000, a
restricted stock grant of 100,000 shares, and a stock option grant of 1,600,000 options.  Mr. Edwardson's annual incentive
award based upon his participation in the 2001 Senior Management Incentive Plan was $866,400, of which $433,200 was paid in
the form of a stock option grant for 8,067 shares.

        Section 162(m) of the Internal Revenue Code generally disallows a federal income tax deduction to public companies
for compensation over $1,000,000 paid to the corporation's chief executive officer and four other most highly compensated
executive officers. Qualified performance-based compensation will not be subject to the deduction limit if certain
requirements are met. The Company currently intends to structure the performance-based portion of the compensation of its
executive officers in a manner that complies with this provision so that such amounts will be deductible to the Company.


COMPENSATION AND STOCK OPTION COMMITTEE

Michelle L. Collins
Casey G. Cowell
Brian E. Williams

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

Security Ownership

        The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock at March
25, 2002, except where noted below, by:  (i) each person or group that is known by the Company to be the beneficial owner of more
than five percent (5%) of the outstanding shares of Common Stock; (ii) each director and director nominee of the Company; (iii) each
of the Named Officers (as herein defined); and (iv) all directors, director nominees and executive officers of the Company as a
group.  All information with respect to beneficial ownership has been furnished by the respective shareholders to the Company.

36

---

|                                                                                     |                                           |  |                        
|------------------------------------------------------------------------------------ | ----------------------------------------- |  | -----------------------
|                                                                                     | Common Stock                             
|Name of Beneficial Owner                                                             | Amount and Nature of Beneficial Ownership |  | Percent of Common Stock
|Michael P. Krasney (1) (2)                                                           | 28,312,193                                |  | 32.7%                  
|Putnam Investments L.L.C. (3)                                                        | 6,828,640                                 |  | 7.9%                   
|FMR Corp. (4)                                                                        | 5,482,190                                 |  | 6.3%                   
|Gregory C. Zeman (1) (5)                                                             | 2,960,764                                 |  | 3.4%                   
|John A. Edwardson (6)                                                                | 520,000                                   |  | *                      
|Daniel B. Kass (7)                                                                   | 536,276                                   |  | *                      
|Harry J. Harczak (8)                                                                 | 48,684                                    |  | *                      
|James R. Shanks (9)                                                                  | 63,425                                    |  | *                      
|Michelle L. Collins (10)                                                             | 55,916                                    |  | *                      
|Casey Cowell                                                                         | 137,740                                   |  | *                      
|Donald Jacobs                                                                        | ---                                       |  | *                      
|Brian Williams                                                                       | 2,418                                     |  | *                      
|Terry L. Lengfelder                                                                  | 1,000                                     |  | *                      
|Daniel S. Goldin                                                                     | ---                                       |  | *                      
|All directors, director nominees and executive officers as a group (18 persons) (11) | 29,231,811                                |  | 33.8%                  
|                                                                                    

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)  | The address for Messrs. Krasny and Zeman is the executive office of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2)  | Includes 3,493,240 shares remaining subject to the MPK Stock Option Plan (all of which shares are also included in the
       holdings of Messrs. Zeman and Kass above), 294,141 shares remaining subject to the MPK Restricted Stock Plan and 37,861 shares
       owned by Mr. Krasny's minor stepson.  Mr. Krasny disclaims beneficial ownership with respect to the shares subject to the MPK
       Stock Option Plan and the MPK Restricted Stock Plan.                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3)  | The address of Putnam Investments L.L.C. is One Post Office Square, Boston, MA  02109.  The number of shares held was
       obtained from the holder's Schedule 13G filing with the Securities and Exchange Commission dated February 13, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4)  | The address of FMR Corp. is 82 Devonshire Street, Boston, MA  02109.  The number of shares held was obtained from the
       holder's Schedule 13G filing with the Securities and Exchange Commission dated February 13, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5)  | Includes 2,958,864 shares issuable pursuant to non-forfeitable options granted under the MPK Stock Option Plan out of Mr.
       Krasny's own shares.  As of March 25, 2002 options for 2,330,214 are exercisable and the remaining 628,650 options become
       exercisable on December 31, 2002.  Additional shares may be exercised proportionately to any shares sold by Mr. Krasny from his
       holdings.  All options granted to Mr. Zeman under the MPK Stock Option Plan will become exercisable in the event that Mr. Zeman
       terminates his employment with the Company.  These shares are also reported as being beneficially owned by Mr. Krasny.  Also
       includes options, exercisable as of March 25, 2002 or within 60 days thereafter, to acquire 1,900 shares of Common Stock
       granted pursuant to the 2000 CDW Incentive Stock Option Plan.
|(6)  | Includes 100,000 shares of restricted stock granted on January 28, 2001 that vest at the rate of 25,000 shares on each of
       the first four anniversaries of such grant date and options exercisable as of March 25, 2002 or within 60 days thereafter, to
       acquire 320,000 shares of Common Stock granted pursuant to the 2000 CDW Incentive Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7)  | Includes 534,376 shares issuable pursuant to options granted under the MPK Stock Option Plan out of Mr. Krasny's own
       shares.  As of March 25, 2002 options for 401,026 shares are exercisable and the remaining 133,350 options become exercisable
       on December 31, 2002.  Additional shares may be exercised proportionately to any shares sold by Mr. Krasny from his holdings.
       All options granted to Mr. Kass under the MPK Stock Option Plan will become exercisable in the event that Mr. Kass terminates
       his employment with the Company.  These shares are also reported as being beneficially owned by Mr. Krasny.  Also includes
       options, exercisable as of March 25, 2002 or within 60 days thereafter, to acquire 1,900 shares of Common Stock granted
       pursuant to the 2000 CDW Incentive Stock Option Plan.                
|(8)  | Includes options, exercisable as of March 25, 2002 or within 60 days thereafter, to acquire 9,851 shares of Common Stock
       granted pursuant to the CDW Incentive Stock Option Plan, 9,125 shares of Common Stock granted pursuant to the 1996 CDW
       Incentive Stock Option Plan, 21,000 shares of Common Stock granted pursuant to a 1996 Nonstatutory Stock Option Agreement and
       1,900 shares of Common Stock granted pursuant to the 2000 CDW Incentive Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                    
|(9)  | Includes options, exercisable as of March 25, 2002 or within 60 days thereafter, to acquire 5,525 shares of Common Stock
       granted pursuant to the CDW Incentive Stock Option Plan, 6,000 shares of Common Stock granted pursuant to the 1996 CDW
       Incentive Stock Option Plan, 50,000 shares of Common Stock granted pursuant to a 1996 Nonstatutory Stock Option Agreement and
       1,900 shares of Common Stock granted pursuant to the 2000 CDW Incentive Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                    
|(10) | Includes options, exercisable as of March 25, 2002 or within 60 days thereafter to acquire 53,916 share of Common Stock
       granted pursuant to the CDW Director Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(11) | For purposes of computing the aggregate number of shares owned by directors and officers of the Company as a group, shares
       of Common Stock beneficially owned by more than one officer are counted only once.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

37

---

Item 13.   Certain Relationships and Related Transactions.

Certain Transactions

        On February 2, 2001, the Company, as part of its publicly announced share repurchase program, entered
into an agreement to purchase 1,181,818 shares of Common Stock from Mr. Zeman and an agreement to purchase
318,182 shares of Common Stock from Mr. Kass.  The per-share price for both sales was $38.423, resulting in a
total payment to Mr. Zeman of $45,408,993.01 and a total payment to Mr. Kass of $12,225,506.99. The per share
price was determined by subtracting $0.015 per share from the closing price on the day of the agreements.

        In connection with these purchases, on February 5, 2001, the Company entered into a registration rights
agreement with each of Mr. Zeman and Mr. Kass (the "Registration Rights Agreements").  The Registration Rights
Agreements give each of Mr. Zeman and Mr. Kass the right to demand (a "Registration Demand"), one time in each of
calendar year 2001, 2002 and 2003, that the Company register some or all of the shares of Common Stock held by
him at such time or to be acquired by him pursuant to the exercise of options under the MPK Stock Option Plan.
The Company will have the option, when a Registration Demand is presented to it, to either (i) purchase, at a per
share price equal to $0.015 less than the then-current trading price, the shares subject to such Registration
Demand, (ii) register such shares on a "shelf" registration statement pursuant to Rule 415 under the Securities
Act of 1933, as amended (the "Securities Act"), or (iii) register such shares on an registration statement under
the Securities Act and cooperate with Mr. Zeman or Mr. Kass, as applicable, in developing and conducting an
organized marketing campaign and "road show" relating to such registration statement.  The Registration Rights
Agreements contain customary conditions and limitations, including those relating to blackouts resulting from
material non-public information which the Company should not be forced to disclose prematurely and to giving
priority to Company financings.

        On January 25, 2002, the Company received a Registration Demand from Mr. Zeman for 2,000,000 shares of
Common Stock.  On March 11, 2002, the Company filed a "shelf" registration statement pursuant to Rule 415 under
the Securities Act covering the 2,000,000 shares of Common Stock.

38

---

The Company has agreed to pay the costs  associated with an executive  assistant for Mr. Krasny during the
two-year  period  following  his  resignation  effective  May 23, 2001.  In 2001,  the Company  paid  approximately $67,500 under this arrangement.

PART IV

        Item 14.   Exhibits, Financial Statement Schedule and Reports on Form 8-K.

        (a)             The following documents are filed as part of this report:

                       
 1.        Financial Statements (See Index to Consolidated Financial Statements on page F(i)
of this Report);

                       
 2.        Index to Financial Statement Schedule:        
                      
                       
                      
                    Page

                       
            Report of Independent Accountants on Financial Statement Schedule        
                      
              S-1

                       
            Schedule II - Valuation and Qualifying Accounts        
                      
                       
                      
    S-2


                        
              All other schedules are omitted since the required information is not present or is not
              present in amounts sufficient to require submission of the schedule, or because the      
                 
              information required is included in the consolidated financial statements or notes thereto.

                       
 3.        Exhibits required by Securities and Exchange Commission Regulation S-K, Item 601:

|            |                                                                                                                                                                                                                                                            
|----------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Description of Document                                                                                                                                                                                                                                    
|3 (a)       | Articles of Incorporation of the Company (xiii)                                                                                                                                                                                                            
|3 (b)       | Bylaws of the Company (xx)                                                                                                                                                                                                                                 
|3 (c)       | Amendment to Articles of  Incorporation  of the Company  filed with the Illinois  Secretary of State on May 26, 2000 (iii)                                                                                                                                 
|10 (a)      | CDW Computer Centers, Inc. Employees' Defined Contribution Retirement Plan and Trust (i) (xi)                                                                                                                                                              
|10 (b)      | CDW Incentive Stock Option Plan (i) (xi)                                                                                                                                                                                                                   
|10 (c)      | First Amendment to CDW Incentive Stock Option Plan (vii) (xi)                                                                                                                                                                                              
|10 (d)      | MPK Stock Option Plan and Agreement (i) (xi)                                                                                                                                                                                                               
|10 (e)      | MPK Restricted Stock Plan and Agreement (i) (xi)                                                                                                                                                                                                           
|10 (f)      | Employment and Non-Competition Agreement dated as of March 15, 1993 between the Company and Michael P. Krasny (i) (xi)                                                                                                                                     
|10 (g)      | Employment and Non-Competition Agreement dated as of March 15, 1993 between the Company and Greg  C. Zeman (i) (xi)                                                                                                                                        
|10 (h)      | First amendment to Employment and Non-Competition Agreement dated as of January 28, 2001 between
                               the Company and Gregory C. Zeman (xvii) (xi)                                                                               
|10 (i)      | Employment and Non-Competition Agreement dated as of March 15, 1993 between the Company and Daniel B. Kass (i) (xi)                                                                                                                                        
|10 (j)      | Tax Indemnification Agreement dated as of May 25, 1993 between the Company and Michael P. Krasny (i)                                                                                                                                                       
|10 (k)      | Lease Agreement dated February 22, 1993 between the Company, as lessee, and Chevy Chase Business Park Limited Partnership, as lessor, relating to the premises located in Buffalo Grove, Illinois (i)                                                      
|10 (l)      | First Lease Amendment dated as of May 13, 1993 to Lease Agreement dated February 22, 1993 between the Company, as lessee, and Chevy Chase Business Park Limited Partnership, as lessor, relating to the premises  located  in Buffalo  Grove,  Illinois (i)
|10 (m)      | CDW Director Stock Option Plan (i) (xi)                                                                                                                                                                                                                    

39

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|        |                                                                                                                                                                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10 (n)  | Lease Agreement dated January 25, 1995 between the Company, as
     lessee, and IJM Management Limited Partnership, as agent for the owner,                              as  lessor,  relating  to
     the premises located in Chicago, Illinois (ii)                                           
|10 (o)  | Non-statutory Stock Option Agreement dated September 5, 1996 between
     the Company and Harry J. Harczak, Jr. (xvi) (xi)                                                                                                                                                                       
|10 (p)  | Non-statutory Stock Option Agreement dated September 5, 1996 between
     the Company and James R. Shanks (xvi) (xi)                                                                                                                                                                             
|10 (q)  | CDW 1996 Incentive Stock Option Plan (iv) (xi)                                                                                                                                                                                                                                                   
|10 (r)  | First Amendment to CDW 1996 Incentive Stock Option Plan (vii) (xi)                                                                                                                                                                                                                               
|10 (s)  | CDW 1997 Officer and Manager Bonus Plan (v) (xi)                                                                                                                                                                                                                                                 
|10 (t)  | Revolving Note between the Company and The Northern Trust Company dated June 30, 1998 (vi)                                                                                                                                                                                                       
|10 (u)  | CDW 1998 Officer and Manager Bonus Plan (viii) (xi)                                                                                                                                                                                                                                              
|10 (v)  | First Amendment to 1996, 1997 and 1998 Officer and Manager Bonus Plans (viii) (xi)                                                                                                                                                                                                               
|10 (w)  | CDW Officer and Manager Plan dated April 21, 1998 (xii) (xi)                                                                                                                                                                                                                                     
|10 (x)  | Operating Agreement of CDW Leasing, L.L.C. (viii)                                                                                                                                                                                                                                                
|10 (y)  | Loan and Security Agreement Between CDW Capital Corp. and CDW Leasing, L.L.C. (viii)                                                                                                                                                                                                             
|10 (z)  | Lease  Agreement  dated  October 11, 1999  between  the Company as Lessee and Solano  Associates  as
                               Lessor relating to the office space located at 120 S. Riverside Plaza, Chicago, Illinois (x)                                                                 
|10 (aa) | Revolving Note between the Company and LaSalle National Bank dated June 28, 2000 (ix)                                                                                                                                                                                                            
|10 (bb) | Lease  Agreement  dated June 19, 2000 between the Company as Lessee and Solano  Associates as Lessor
                               relating to the office space located at 10 S. Riverside Plaza, Chicago, Illinois (ix)                                                                        
|10 (cc) | Lease  Agreement  dated  October 3, 2000  between  the  Company as Lessee and  Hamilton  Partners as
                               Lessor relating to the office space located at Woodland Falls I, Mettawa, Illinois (xiv)                                                                     
|10 (dd) | CDW 2000 Incentive Stock Option Plan (xv) (xi)                                                                                                                                                                                                                                                   
|10 (ee) | CDW Senior Management Incentive Plan (xv) (xi)                                                                                                                                                                                                                                                   
|10 (ff) | Employment  Agreement dated as of January 28, 2001 between the Company and John A. Edwardson  (xvii)
                               (xi)                                                                                                                                                         
|10 (gg) | Transitional  Compensation  Agreement  dated as of January 28, 2001  between the Company and John A.
                               Edwardson (xvii) (xi)                                                                                                                                        
|10 (hh) | Award  Notice of Stock  Option  Grant dated as of January  28, 2001  between the Company and John A.
                               Edwardson (xvii) (xi)                                                                                                                                        
|10 (ii) | Restricted  Stock  Award dated as of January  28,  2001  between  the Company and John A.  Edwardson
                               (xvii) (xi)                                                                                                                                                  
|10 (jj) | Stock  Purchase  Agreement  between  the  Company  and Gregory C. Zeman dated as of February 2, 2001
                               (xvii)                                                                                                                                                       
|10 (kk) | Registration  Rights  Agreement  between  the  Company  and Gregory C. Zeman dated as of February 5,
                               2001 (xvii)                                                                                                                                                  
|10 (ll) | Stock Purchase Agreement between the Company and Daniel B. Kass dated as of February 2, 2001 (xvii)                                                                                                                                                                                              
|10 (mm) | Registration  Rights  Agreement  between the Company and Daniel B. Kass dated as of February 5, 2001
                               (xvii)                                                                                                                                                       
|10 (nn) | Revolving Note between the Company and LaSalle National Bank dated June 28, 2001 (xviii)                                                                                                                                                                                                         
|10 (oo) | Second  Lease  Amendment  dated  April 15, 2001  between  the  Company as Lessee and IJM  Management
                               Limited  Partnership as Lessor  relating to the retail sales space located at 317 West Grand Avenue,
                               Chicago, Illinois (xviii)
|10 (pp) | Revolving Note between the Company and LaSalle Bank dated August 15, 2001 (xix)                                                                                                                                                                                                                  
|10 (qq) | Line of Credit Demand Note between the Company and Northern Trust Company dated July 25, 2001 (xix)                                                                                                                                                                                              
|10 (rr) | Separation  Agreement and General  Release  between the Company and Paul A. Kozak dated  December 3,
                               2001 (xi)                                                                                                                                                    
|       
|21      | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                   
|23      | Consent of Independent Accountants                                                                                                                                                                                                                                                               

40

---

|          |         |  |                                                                                                                                                                                                                        
|--------- | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Footnotes
|          | (i)     |  | Incorporated  by  reference  from the  exhibits  filed  with the  Company's  registration  statement
                               (33-59802) on Form S-1 filed under the Securities Act of 1933 filed on May 11, 1993
|          | (ii)    |  | Incorporated by reference from the exhibits filed with the Company's  quarterly  report (0-21796) on
                               Form 10-Q for the quarter ended
                               June 30, 1995.      
|          | (iii)   |  | Incorporated by reference from the exhibits filed with the Company's Form S-8 (333-48172) filed October 18, 2000.                                                                                                      
|          | (iv)    |  | Incorporated  by reference from the exhibits  filed with the Company's  registration  statement  (333-20935) on Form S-3 filed
                               under the Securities Act of 1933 on January 31, 1997.    
|          | (v)     |  | Incorporated by reference from the exhibits filed with the Company's  annual report  (0-21796) on Form 10-K for the year ended
                               December 31, 1997.                                       
|          | (vi)    |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended June 30, 1998.                                     
|          | (vii)   |  | Incorporated by reference from the exhibits filed with the Company's  annual report  (0-21796) on Form 10-K for the year ended
                               December 31, 1998.                                       
|          | (viii)  |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended March 31, 1999.                                    
|          | (ix)    |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended June 30, 2000.                                     
|          | (x)     |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended September 30, 1999.                                
|          | (xi)    |  | Management contract or compensatory plan or arrangement.                                                                                                                                                               
|          | (xii)   |  | Incorporated by reference from the exhibits  accompanying  the Company's  Notice of Annual Meeting of  Shareholders  and Proxy
                               Statement filed March 26, 1999.                          
|          | (xiii)  |  | Incorporated  by reference  from the exhibits  filed with the Company's  registration  statement  (33-94820) on Form S-3 filed
                               under the Securities Act of 1933 filed on July 21, 1995. 
|          | (xiv)   |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended  September 30, 2000.                               
|          | (xv)    |  | Incorporated by reference from the exhibits  accompanying  the Company's  Notice of Annual Meeting of  Shareholders  and Proxy
                               Statement filed March 31, 2000.                          
|          | (xvi)   |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended September 30, 1996.                                
|          | (xvii)  |  | Incorporated by reference from the exhibits filed with the Company's  annual report  (0-21796) on Form 10-K for the year ended
                               December 31, 2000.                                       
|          | (xviii) |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended June 30, 2001.                                     
|          | (xix)   |  | Incorporated by reference from the exhibits filed with the Company's  Quarterly  report (0-21796) on Form 10-Q for the quarter
                               ended  September 30, 2001.                               
|          | (xx)    |  | Incorporated  by reference from the exhibits  filed with the Company's  registration  statement  (333-63820) on Form
                               S-3 filed under the Securities Act of 1933 filed on June 26, 2001. 

41

---

|    |                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|(b) | The Company did not file any reports on Form 8-K during the last quarter of the                      year
     ended December 31, 2001.
|(c) | The Exhibits required by Item 601 of Regulation S-K are reflected above in Section                   (a) 3.
     of this Item.         
|(d) | The financial statement schedule is included as reflected in Section (a) 2. of this
                      Item.                        

42

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
     this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CDW COMPUTER CENTERS, INC.

Date :  March 27, 2002

By:        /s/ John A. Edwardson
                              John A. Edwardson, Chairman and
         Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
     persons on behalf of the registrant and in the capacities and on the dates indicated.

|                                               |                                                             |               
|---------------------------------------------- | ----------------------------------------------------------- | --------------
|Signature                                      | Title                                                       | Date          
|                                              
|/s/ John A. EdwardsonJohn A. Edwardson         | Chairman of the Board andChief Executive Officer            | March 27, 2002
|                                              
|/s/ Daniel B. KassDaniel B. Kass               | Executive Vice Presidentand Director                        | March 27, 2002
|                                              
|/s/ Harry J. Harczak, Jr.Harry J. Harczak, Jr. | Executive Vice President(principal financial officer)       | March 27, 2002
|                                              
|/s/ Sandra M. RouhselangSandra M. Rouhselang   | Vice-President and Controller(principal accounting officer) | March 27, 2002
|                                              
|/s/ Michelle L. CollinsMichelle L. Collins     | Director                                                    | March 27, 2002
|                                              
|/s/ Casey G. CowellCasey G. Cowell             | Director                                                    | March 27, 2002
|                                              
|/s/ Dr. Donald JacobsDr.Donald Jacobs          | Director                                                    | March 27, 2002
|                                              
|/s/ Michael P. KrasnyMichael P. Krasny         | Director                                                    | March 27, 2002
|                                              
|/s/ Terry L. LengfelderTerry L. Lengfelder     | Director                                                    | March 27, 2002
|                                              
|/s/ Brian E. WilliamsBrian E. Williams         | Director                                                    | March 27, 2002
|                                              
|/s/ Gregory C. ZemanGregory C. Zeman           | Director                                                    | March 27, 2002
|                                              

43

---

ITEMS 8 AND 14(A)
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                    |        
|--------------------------------------------------------------------------------------------------- | -------
|                                                                                                    | Page(s)
|                                                                                                   
|Management's Responsibility for Financial Statements                                                | F-1    
|                                                                                                   
|Report of Independent Accountants                                                                   | F-2    
|                                                                                                   
|Consolidated Balance Sheets as of December 31, 2001 and 2000                                        | F-3    
|                                                                                                   
|Consolidated Statements of Income for the years ended December 31, 2001, 2000 and 1999              | F-4    
|                                                                                                   
|Consolidated Statement of Shareholders' Equity for the years ended December 31, 2001, 2000 and 1999 | F-5    
|                                                                                                   
|Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999          | F-6    
|                                                                                                   
|Notes to Consolidated Financial Statements                                                          | F-7    
|                                                                                                   

F(i)

---

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS


Management is responsible for the preparation, integrity and objectivity of the consolidated financial statements and other financial
information presented in this report.  The accompanying consolidated financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America, applying certain estimates and judgments as required.

CDW Computer Centers, Inc.'s internal controls are designed to provide reasonable assurance as to the integrity and reliability of
the financial statements and to adequately safeguard, verify and maintain accountability of assets.  Such controls are based on
established written policies and procedures, are implemented by trained, skilled personnel with an appropriate segregation of duties
and are monitored through a comprehensive business process assurance program.  These policies and procedures prescribe that the
Company and all its employees are to maintain the highest ethical standards and that its business practices are to be conducted in a
manner which is above reproach.

PricewaterhouseCoopers LLP, independent auditors, are retained to audit CDW Computer Centers, Inc.'s financial statements.  Their
accompanying report is based on audits conducted in accordance with auditing standards generally accepted in the United States of
America; which include the consideration of the Company's internal controls to establish a basis for reliance thereon in determining
the nature, timing and extent of the audit tests to be applied.

The Board of Directors exercises its responsibility for these financial statements through its Audit Committee, which consists
entirely of independent non-management Board members.  The Audit Committee meets periodically with the independent auditors and with
the Company's Business Process Assurance manager, both privately and with management present to review accounting, auditing, internal
controls and financial reporting matters.




John A. Edwardson                        
                     
                      
                       
         Harry J. Harczak, Jr.
Chairman and Chief Executive Officer                     
                   
               
             Executive Vice President

F-1

---

REPORT OF INDEPENDENT ACCOUNTANTS


The Board of Directors
CDW Computer Centers, Inc.
Vernon Hills, Illinois

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity
and cash flows present fairly, in all material respects, the financial position of CDW Computer Centers, Inc. and Subsidiaries (the
"Company") at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.  These
financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally
accepted  in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Chicago, Illinois
January  18, 2002

F-2

---

|CDW COMPUTER CENTERS, INC. AND SUBSIDIARIES                                           |                                                                                                            |               |        |              
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------- | ------ | -------------
|
|(in thousands)                                                                       
|
|                                                                                      |                                                                                                            |              
|
|                                                                                      |                                                                                                            |               |        |              
|
|Current Assets:                                                                       |                                                                                                            |               |       
|                                                                                      | Cash and cash equivalents                                                                                  | $     145,977 |        | $      43,664
|                                                                                      | Marketable securities                                                                                      | 248,404       |        | 158,957      
|                                                                                      | Accounts receivable, net of allowance for doubtful   accounts of $9,500 and $7,000, respectively           | 318,405       |        | 337,424      
|                                                                                      | Merchandise inventory                                                                                      | 119,117       |        | 110,202      
|                                                                                      | Miscellaneous receivables                                                                                  | 9,760         |        | 13,442       
|                                                                                      | Deferred income taxes                                                                                      | 9,040         |        | 6,736        
|                                                                                      | Prepaid expenses and other assets                                                                          | 3,455         |        | 3,458        
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      | Total current assets                                                                                       | 854,158       |        | 673,883      
|                                                                                     
|Property and equipment, net                                                           | 69,073                                                                                                     |               | 61,966
|Investment in and advances to joint venture                                           | 5,382                                                                                                      |               | 5,804 
|Deferred income taxes and other assets                                                | 8,416                                                                                                      |               | 6,784 
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      | Total assets                                                                                               | $     937,029 |        | $    748,437 
|                                                                                      |                                                                                                            |               |        |              
|
|Current Liabilities:                                                                  |                                                                                                            |               |       
|                                                                                      | Accounts payable                                                                                           | $     106,808 |        | $      56,081
|                                                                                      | Accrued expenses:                                                                                          |               |        |              
|                                                                                      | Payroll, commissions and management incentive compensation                                                 | 28,113        |        | 26,645       
|                                                                                      | Income taxes                                                                                               | 7,847         |        | 17,868       
|                                                                                      | Exit costs                                                                                                 | 1,587         |        | 1,862        
|                                                                                      | Other                                                                                                      | 14,017        |        | 9,730        
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      | Total current liabilities                                                                                  | 158,372       |        | 112,186      
|                                                                                      |                                                                                                            |               |        |              
|Commitments and contingencies                                                         |                                                                                                            |               |       
|Shareholders' Equity:                                                                 |                                                                                                            |               |       
|                                                                                      | Preferred shares, $1.00 par value; 5,000 shares   authorized; none issued                                  | -             |        | -            
|                                                                                      | Common shares, $0.01 par value; 500,000 shares   authorized; 88,466 and 87,465 shares issued, respectively | 885           |        | 875          
|                                                                                      | Paid-in capital                                                                                            | 258,708       |        | 185,054      
|                                                                                      | Retained earnings                                                                                          | 621,299       |        | 452,613      
|                                                                                      | Unearned compensation                                                                                      | (1,931)       |        | (202)        
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      |                                                                                                            | 878,961       |        | 638,340      
|                                                                                      | Less cost of common shares in treasury, 2,893 shares   and 200 shares, respectively                        | (100,304)     |        | (2,089)      
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      | Total shareholders' equity                                                                                 | 778,657       |        | 636,251      
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      | Total liabilities and shareholders' equity                                                                 | $     937,029 |        | $     748,437
|                                                                                      |                                                                                                            |               |        |              
|                                                                                      |                                                                                                            |               |        |              
|The accompanying notes are an integral part of the consolidated financial statements.
|                                                                                     
|                                                                                     

F-3

---

|CDW COMPUTER CENTERS, INC. AND SUBSIDIARIES                                          
|-------------------------------------------------------------------------------------
|
|(in thousands, except per share data)                                                
|                                                                                     
|
|                                                                                     
|
|                                                                                     
|Net sales                                                                            
|Cost of Sales                                                                        
|
|Gross profit                                                                         
|                                                                                     
|Selling and administrative expenses                                                  
|Net advertising expense                                                              
|
|Income from operations                                                               
|                                                                                     
|Interest income                                                                      
|Other expense, net                                                                   
|
|Income before income taxes                                                           
|                                                                                     
|Income tax provision                                                                 
|
|Net income                                                                           
|
|Earnings per share                                                                   
|Basic                                                                                
|
|Diluted                                                                              
|
|Weighted average number of common shares outstanding                                 
|Basic                                                                                
|
|Diluted                                                                              
|
|                                                                                     
|The accompanying notes are an integral part of the consolidated financial statements.
|                                                                                     
|                                                                                     

F-4

---

|                                                                    |                                                                                       |         |             |             |            |       |              |            
|------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------- | ----------- | ----------- | ---------- | ----- | ------------ | -----------
|
|
|(in thousands)                                                     
|                                                                   
|
|
|                                                                    |                                                                                      
|Balance at December 31, 1998                                        | 86,284                                                                                | $   862 | $   80,706  | $   192,259 | $    (975) | 200   | $    (2,089) | $   270,763
|MPK Restricted Stock   Plan forfeitures                             |                                                                                       |         | (101)       |             | 101        |       |              | -          
|Amortization of unearned    compensation                            |                                                                                       |         |             |             | 399        |       |              | 399        
|Compensatory stock   option grants                                  |                                                                                       |         | 1,880       |             |            |       |              | 1,880      
|Exercise of stock options                                           | 394                                                                                   | 4       | 2,415       |             |            |       |              | 2,419      
|Tax benefit from stock   option transactions                        |                                                                                       |         | 17,438      |             |            |       |              | 17,438     
|Net income                                                          |                                                                                       |         |             | 98,085      |            |       |              | 98,085     
|                                                                    |                                                                                      
|Balance at December 31, 1999                                        | 86,678                                                                                | $   866 | $   102,338 | $   290,344 | $  (475)   | 200   | $  (2,089)   | $   390,984
|MPK Restricted Stock   Plan forfeitures                             |                                                                                       |         | (15)        |             | 15         |       |              | -          
|Amortization of unearned    compensation                            |                                                                                       |         |             |             | 258        |       |              | 258        
|Compensatory stock   option grants                                  |                                                                                       |         | 4,225       |             |            |       |              | 4,225      
|Exercise of stock options                                           | 787                                                                                   | 9       | 7,116       |             |            |       |              | 7,125      
|Tax benefit from stock   option and restricted   stock transactions |                                                                                       |         | 71,390      |             |            |       |              | 71,390     
|Net income                                                          |                                                                                       |         |             | 162,269     |            |       |              | 162,269    
|                                                                    |                                                                                      
|Balance at December 31, 2000                                        | 87,465                                                                                | $   875 | $   185,054 | $   452,613 | $  (202)   | 200   | $  (2,089)   | $   636,251
|MPK Restricted Stock   Plan forfeitures                             |                                                                                       |         | (2)         |             | 2          |       |              | -          
|Amortization of unearned    compensation                            |                                                                                       |         |             |             | 1,932      |       |              | 1,932      
|Compensatory stock   option grants                                  |                                                                                       |         | 2,741       |             |            |       |              | 2,741      
|Compensatory restricted   stock grants                              | 100                                                                                   | 1       | 3,662       |             | (3,663)    |       |              | -          
|Exercise of stock options                                           | 901                                                                                   | 9       | 9,127       |             |            |       |              | 9,136      
|Tax benefit from stock   option and restricted   stock transactions |                                                                                       |         | 58,126      |             |            |       |              | 58,126     
|Purchase of treasury    shares                                      |                                                                                       |         |             |             |            | 2,693 | (98,215)     | (98,215)   
|Net income                                                          |                                                                                       |         |             | 168,686     |            |       |              | 168,686    
|                                                                    |                                                                                      
|Balance at December 31, 2001                                        | 88,466                                                                                | $   885 | $   258,708 | $   621,299 | $  (1,931) | 2,893 | $  (100,304) | $   778,657
|                                                                    |                                                                                      
|                                                                   
|                                                                    | The accompanying notes are an integral part of the consolidated financial statements.
|                                                                   
|                                                                   

F-5

---

|                                                                                  |                                                                                       |                   |               |              
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------- | ------------- | -------------
|
|
|(in thousands)                                                                   
|                                                                                 
|
|
|
|
|Cash flows from operating activities:                                            
|                                                                                 
|Net income                                                                        | $        168,686                                                                      | $      162,269    | $      98,085
|                                                                                 
|Adjustments to reconcile net income to net cash provided by operating activities:
|                                                                                 
|                                                                                  | Depreciation                                                                          | 15,383            | 10,478        | 6,788        
|                                                                                  | Accretion of marketable securities                                                    | (181)             | (2,930)       | (3,017)      
|                                                                                  | Stock-based compensation expense                                                      | 4,673             | 4,483         | 2,279        
|                                                                                  | Allowance for doubtful accounts                                                       | 2,500             | 2,700         | 1,115        
|                                                                                  | Deferred income taxes                                                                 | (3,438)           | (1,866)       | (1,573)      
|                                                                                  | Tax benefit from stock transactions                                                   | 58,126            | 71,390        | 17,438       
|                                                                                 
|                                                                                  | Changes in assets and liabilities:                                                   
|                                                                                  | Accounts receivable                                                                   | 16,519            | (109,934)     | (78,997)     
|                                                                                  | Miscellaneous receivables and other assets                                            | 3,360             | (5,940)       | (1,673)      
|                                                                                  | Merchandise inventory                                                                 | (8,915)           | 16,015        | (61,825)     
|                                                                                  | Prepaid expenses                                                                      | (495)             | (2,097)       | 38           
|                                                                                  | Accounts payable                                                                      | 50,727            | (9,576)       | 24,299       
|                                                                                  | Accrued compensation                                                                  | 1,468             | (694)         | 11,060       
|                                                                                  | Accounts income taxes and other expenses                                              | (5,734)           | 7,882         | 9,010        
|                                                                                  | Accrued exit costs                                                                    | (275)             | (357)         | (496)        
|
|                                                                                  | Net cash provided by operating activities                                             | 302,404           | 141,823       | 22,531       
|
|Cash flows from investing activities:                                            
|                                                                                 
|                                                                                  | Purchases of available-for-sale securities                                            | (1,895,807)       | (116,398)     | (81,567)     
|                                                                                  | Redemptions of available-for-sale securities                                          | 1,790,862         | 60,900        | 53,792       
|                                                                                  | Purchases of held-to-maturity securities                                              | (94,249)          | (130,781)     | (50,020)     
|                                                                                  | Redemptions of held-to-maturity securities                                            | 109,928           | 93,480        | 84,042       
|                                                                                  | Investments in and advances to joint venture                                          | (23,579)          | (21,706)      | (7,650)      
|                                                                                  | Repayments of advances from joint venture                                             | 24,323            | 22,489        | 1,131        
|                                                                                  | Purchase of property and equipment                                                    | (22,490)          | (33,015)      | (9,161)      
|
|                                                                                  | Net cash used investing activities                                                    | (111,012)         | (125,031)     | (9,433)      
|
|Cash flows from financing activities:                                            
|                                                                                 
|                                                                                  | Purchase of treasury shares                                                           | (98,215)          | -             | -            
|                                                                                  | Proceeds from exercise of stock options                                               | 9,136             | 7,125         | 2,419        
|
|                                                                                  | Net cash (used in)/provided by financing activities                                   | (89,079)          | 7,125         | 2,419        
|
|Net increase in cash                                                              | 102,313                                                                               | 23,917            | 15,517       
|                                                                                 
|Cash and cash equivalents - beginning of year                                     | 43,664                                                                                | 19,747            | 4,230        
|
|Cash and cash equivalents - end of year                                           | $        145,977                                                                      | $      43,664     | $      19,747
|
|Supplementary disclosure of cash flow information:                               
|                                                                                  | Taxes Paid                                                                            | $          66,763 | $      28,679 | $      41,491
|                                                                                 
|                                                                                  | The accompanying notes are an integral part of the consolidated financial statements.
|                                                                                 
|                                                                                 

F-6

---

CDW COMPUTER CENTERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Description of Business

         CDW Computer Centers, Inc. (collectively with its subsidiaries, "CDW" or the "Company") is the largest direct marketer of multi-brand
         computers and related technology products and services in the United States. The Company's primary business is conducted
         from a combined corporate office, distribution center and showroom facility located in Vernon Hills, Illinois, sales offices
         in Mettawa, Buffalo Grove and Chicago, Illinois and a government sales office in Lansdowne, Virginia.  Additionally, the
         Company markets and sells products through www.cdw.com and www.cdwg.com, its Internet sites.


         The Company extends credit to corporate and public sector customers under certain circumstances based upon the financial
         strength of the customer. Such customers are typically granted net 30 day credit terms. The balance of the Company's sales
         are made primarily through third party credit cards and for cash-on-delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|2. | Summary of Significant Accounting PoliciesThe Company presents below a summary of its most significant accounting policies used in the preparation of its consolidated
         financial statements.  The Company's significant accounting policies relate to the sale, purchase, distribution and
         promotion of its products.  Therefore, the Company's accounting policies in the areas of revenue recognition, inventory
         valuation, vendor purchase and merchandising arrangements and marketing activities are the most sensitive.Recently Issued Accounting PronouncementsIn July 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141,
         "Business Combinations," and Statements of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
         These statements currently have no impact on the Company's financial position or results of operations.In October 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 144,
         "Accounting for the Impairment or Disposal of Long-Lived Assets."  This statement supercedes Statements of Financial
         Accounting Standards No. 121, and is effective for the Company in fiscal year 2002.  The Company does not believe that the
         adoption of this statement will have a material affect on the Company's future financial position or results of operations.Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of CDW Computer Centers, Inc, and its wholly owned
         subsidiaries, CDW Government, Inc. (CDW-G) and CDW Capital Corporation. CDW-G sells multi-brand computers and related
         technology products and services and focuses exclusively on serving government and educational customers. CDW Capital
         Corporation owns a 50% interest in CDW Leasing, L.L.C. (Note 12). The investment in CDW Leasing, L.L.C. is accounted for by
         the equity method. All inter-company transactions and accounts are eliminated in consolidation.Use of EstimatesThe preparation of financial statements in accordance with accounting principles generally accepted in the United States of
         America requires management to make extensive use of certain estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reported periods. Significant estimates in these financial statements
         include allowances for doubtful accounts receivable, sales returns and pricing disputes, net realizable value of
         inventories, vendor transactions and loss contingencies. Actual results could differ from those estimates.

F-7
Earnings Per ShareThe Company calculates earnings per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings
         Per Share" (SFAS 128). Accordingly, the Company has disclosed earnings per share calculated using both the basic and diluted
         methods for all periods presented.  A reconciliation of basic and diluted per-share computations is included in Note 10.On April 20, 1999, the Board of Directors of the Company approved a two-for-one stock split to be effected in the form of a
         stock dividend payable on May 19, 1999 to all common shareholders of record at the close of business on May 5, 1999. On
         April 22, 2000, the Board of Directors of the Company approved a two-for-one stock split effected in the form of a stock
         dividend paid on June 21, 2000 to all common shareholders of record at the close of business on June 14, 2000. All per share
         and related amounts contained in these financial statements and notes have been adjusted to reflect these stock splits.Cash and Cash EquivalentsCash and cash equivalents include all deposits in banks and highly liquid temporary cash investments purchased with original
         maturities of three months or less at the time of purchase.Marketable SecuritiesThe Company classifies securities with a stated maturity, which it has the intent to hold to maturity, as
         "held-to-maturity", and records such securities at amortized cost. Securities which do not have stated maturities or for
         which the Company does not have the intent to hold to maturity are classified as "available-for-sale" and recorded at fair
         value, with unrealized holding gains or losses, if material, recorded as a separate component of Shareholders' Equity. The
         Company does not invest in trading securities. All securities are accounted for on a specific identification basis.The Company's marketable securities are concentrated in securities of the U.S. Government and U.S. Government Agencies. Such
         investments are supported by the financial stability and credit standing of the U. S. Government or applicable U. S.
         Government Agency.Merchandise InventoryInventory is valued at the lower of cost or market.  Cost is determined on the first-in, first-out method.Property and EquipmentProperty and equipment are stated at cost. The Company calculates depreciation using the straight-line method with useful
         lives ranging from 2 to 25 years. Expenditures for major renewals and improvements that extend the useful life of property
         and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.Revenue RecognitionThe Company records revenues from sales transactions when title to products sold passes to the customer.  The Company's
         shipping terms dictate that the passage of title occurs upon receipt of products by the customer.  The majority of the
         Company's revenues relate to physical products and are recognized on a gross basis with the selling price to the customer
         recorded as net sales with the acquisition cost of the product to the Company recorded as cost of sales.  At the time of
         sale, the Company also records an estimate for sales returns based on historical experience.  Software maintenance products,
         third party services and extended warranties sold by the Company (for which the Company is not the primary obligor) are
         recognized on a net basis in accordance with SAB 101, "Revenue Recognition" and EITF 99-19, "Reporting Revenue Gross as a
         Principal versus Net as an Agent".  Accordingly, such revenues are recognized in net sales either at the time of sale or
         over the contract period, based on the nature of the contract, at the net amount retained by the Company, with no cost of
         goods sold.  In accordance with EITF 00-10, "Accounting for Shipping and Handling Fees and Costs", the Company records
         freight billed to its customers as net sales and the related freight costs as a cost of sales.  Vendor rebates and price
         protection are recorded when earned as a reduction to cost of sales or merchandise inventory, as applicable.AdvertisingAdvertising costs are charged to expense in the period incurred. Cooperative reimbursements from vendors, which are earned
         and available, are recorded in the period the related advertising expenditure is incurred. The following table summarizes
         advertising costs and cooperative reimbursements for the years ended December 31, 2001, 2000 and 1999, respectively (in
         thousands):

|                                  |              |              |              
|--------------------------------- | ------------ | ------------ | -------------
|                                 
|                                  | 2001         | 2000         | 1999         
|Gross advertising expenses        | $     87,352 | $     91,296 | $     65,217 
|Less:  cooperative reimbursements | (81,843)     | (78,817)     | (48,820)     
|                                  |              |              |              
|Net advertising expenses          | $     5,509  | $     12,479 | $      16,397
|                                  |              |              |              

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Stock-Based Compensation

         In accordance  with Statement of Financial  Accounting  Standards No. 123,  "Accounting  for Stock Based  Compensation"  (SFAS
         123), the Company  accounts for its stock-based  compensation  programs  according to the provisions of Accounting  Principles
         Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees."  Accordingly,  compensation  expense is recognized to the
         extent of employee or director  services  rendered  based on the intrinsic  value of  compensatory  options or shares  granted
         under the plans. See Note 9 for disclosure of the Company's stock-based compensation plans in accordance with SFAS 123.Fair Value of Financial Instruments

         The Company estimates that the fair market value of all of its financial instruments at December 31, 2001 and 2000 are not
         materially different from the aggregate carrying value due to the short-term nature of these instruments.Treasury Shares

         The Company intends to hold repurchased shares in treasury for general corporate purposes, including issuances under various
         employee stock option plans. The Company accounts for the treasury shares using the cost method.
|  
|3. | Marketable SecuritiesThe amortized cost and estimated fair values of the Company's investments in marketable securities at December 31, 2001 and
         2000 (in thousands) were:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                           
|---------------------------
|                           
|                           
|                           
|Security Type              
|                           
|December 31, 2001          
|Available-for-sale:        
|                           
|                           
|                           
|                           
|                           
|Held-to-maturity:          
|                           
|                           
|                           
|                           
|                           
|Total marketable securities
|                           
|December 31, 2000          
|Available-for-sale:        
|                           
|                           
|Held-to-maturity:          
|                           
|                           
|Total marketable securities
|                           

| |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | Estimated fair values of marketable securities are based on quoted market prices.  The Company's investments in marketable
         securities at December 31, 2000 were all due in one year or less by contractual maturity.  The amortized cost and estimated
         fair value of the Company's investments in marketable securities at December 31, 2001 by contractual maturity were (in
         thousands):
|

---

|                                           | Estimated     | Amortized     
|------------------------------------------ | ------------- | --------------
|                                           | Fair Value    | Cost          
|                                           |               |               
|Due in one year or less                    | $     223,560 | $     
222,932
|Due in greater than one year               | 25,621        | 25,472        
|                                           |               |               
|Total investments in marketable securities | $     249,181 | $     
248,404
|                                           |               |               

|   |                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------
|   | All of the marketable securities that were due in greater than one year have maturity dates prior to June 30, 2003.
|  
|4. | Property and Equipment

         Property and equipment consists of the following (in thousands):                  

|                                       |              |         
|-------------------------------------- | ------------ | --------
|                                       | December 31,
|                                       |             
|                                       | 2001         | 2000    
|                                       |              |         
|Land                                   | $ 10,367     | $ 10,367
|Machinery and equipment                | 31,665       | 17,803  
|Building and leasehold improvements    | 29,032       | 14,735  
|Computer and data processing equipment | 22,269       | 19,621  
|Computer software                      | 7,861        | 6,985   
|Furniture and fixtures                 | 6,260        | 3,753   
|Construction in progress               | 1,763        | 13,544  
|                                       |              |         
|                                       | 109,217      | 86,808  
|Less: Accumulated depreciation         | 40,144       | 24,842  
|                                       |              |         
|Net property and equipment             | $ 69,073     | $ 61,966
|                                       |              |         
|                                      

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company owns approximately 45 acres of land, of which approximately 11 acres are vacant and available for future
         expansion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|5. | Financing Arrangements

         The Company has an aggregate $70 million available pursuant to two $35 million unsecured lines of credit with two financial
         institutions. One line of credit expires in June 2002, at which time the Company intends to renew the line, and the other
         does not have a fixed expiration date. Borrowings under the first credit facility bear interest at the prime rate less 2
         1/2%, LIBOR plus 1/2% or the federal funds rate plus 1/2%, as determined by the Company.  Borrowings under the second credit
         facility bear interest at the prime rate less 2 1/2%, LIBOR plus .45% or the federal funds rate plus .45%, as determined by
         the Company. At December 31, 2001, there were no borrowings under either of the credit facilities.
|  
|6. | Trade Financing Agreements

         The Company has entered into security agreements with certain financial institutions ("Flooring Companies") in order to
         facilitate the purchase of inventory from various suppliers under certain terms and conditions. The agreements allow for a
         maximum credit line of $84.0 million collateralized by inventory purchases financed by the Flooring Companies. At December
         31, 2001 and 2000, the Company owed the Flooring Companies approximately $20.5 million and $18.6 million, respectively,
         which is included in trade accounts payable.                                                                                                                                                                                             
|  
|  

---

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Operating Leases and Exit Costs

         The Company is obligated under various operating lease agreements, primarily for office facilities, in the Chicago
         metropolitan area. The lease agreements generally provide for minimum rent payments and a proportionate share of operating
         expenses and property taxes, and include certain renewal and expansion options. For the years ended December 31, 2001, 2000
         and 1999, rent expense was $7.6 million, $2.0 million and $432,000, respectively.  Additionally, $572,000, $571,000 and
         $573,000 of rental payments were charged to the exit liability in 2001, 2000 and 1999 respectively. Future minimum lease
         payments are as follows:
|  

|                                    |                    
|----------------------------------- | -------------------
|Years Ended December 31,            | Amount   (in 000's)
|2002                                | $         6,858    
|2003                                | 6,988              
|2004                                | 6,322              
|2005                                | 6,432              
|2006                                | 6,424              
|Thereafter                          | 28,141             
|Total future minimum lease payments | $     61,165       

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company recorded a $4.0 million pre-tax charge to operating results for exit costs relating to its leased Buffalo Grove
         facility in the first quarter of 1996. The exit costs consist primarily of the estimated cost to the Company of subleasing
         the vacated facility, including holding costs, the estimated costs of restoring the building to its original condition and
         certain asset write-offs resulting from the relocation. During 2001, 2000 and 1999, the Company charged approximately
         $565,000, $357,000 and $496,000 against the exit accrual, respectively. These amounts include cash payments for rent, real
         estate taxes and restoration, net of sublease payments.

         The Company has occupied a portion of the Buffalo Grove facility since 1999 and continues to do so.  In 2001, the Company
         recorded an additional $290,000 pre-tax charge to operating results to cover additional exit costs anticipated by the
         Company relating to its leased Buffalo Grove facility.  The Buffalo Grove lease term expires in December, 2003.  The Company
         will continue to evaluate the future use of the warehouse space and will continue to adjust the remaining exit liability as
         necessary.
|  
|8. | Income Taxes

         Components of the provision (benefit) for income taxes for the years ended December 31, 2001, 2000 and 1999 consist of (in
         thousands):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  

|                           |              |  |              |  |             
|-------------------------- | ------------ |  | ------------ |  | ------------
|Current:                   | 2001         |  | 2000         |  | 1999        
|                           |              |  |              |  |             
|Federal                    | $     95,503 |  | $     89,520 |  | $     54,135
|State                      | 19,224       |  | 18,734       |  | 11,746      
|                           |              |  |              |  |             
|                           | 114,727      |  | 108,254      |  | 65,881      
|Deferred                   | (3,437)      |  | (1,866)      |  | (1,573)     
|                           |              |  |              |  |             
|Provision for income taxes | $   111,290  |  | $   106,388  |  | $     64,308
|                           |              |  |              |  |             
|                          

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The current income tax liabilities for 2001, 2000 and 1999 were reduced by $58.1 million, $71.4 million and $17.4 million,
         respectively, for tax benefits recorded directly to paid-in capital relating to the exercise and vesting of shares pursuant
         to the CDW Stock Option Plan, the MPK Stock Option Plan and the MPK Restricted Stock Plan.

         The reconciliation between the statutory tax rate expressed as a percentage of income before income taxes and the actual
         effective tax rate for 2001, 2000 and 1999 is as follows:
|

---

|                                    |      |   |      |   |      |  
|----------------------------------- | ---- | - | ---- | - | ---- | -
|                                    | 2001 |   | 2000 |   | 1999
|                                    |      |   |      |   |     
|Statutory federal income tax rate   | 35.0 | % | 35.0 | % | 35.0 | %
|State taxes, net of federal benefit | 4.3  |   | 4.5  |   | 4.6  |  
|Other                               | 0.5  |   | 0.1  |   | 0.0  |  
|                                    |      |   |      |   |     
|Total                               | 39.8 | % | 39.6 | % | 39.6 | %
|                                    |      |   |      |   |     
|                                   

| |                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The tax effect of temporary differences that give rise to the net deferred income tax asset at December 31, 2001 and 2000
         are presented below (in thousands):
|

|                       |            |  |           
|---------------------- | ---------- |  | ----------
|                       | 2001       |  | 2000      
|                       |            |  |           
|Current:              
|Accounts receivable    | $    4,463 |  | $    3,364
|Payroll and benefits   | 2,974      |  | 2,621     
|Merchandise inventory  | 583        |  | 438       
|Accrued expenses       | 1,020      |  | 313       
|                       |            |  |           
|Subtotal Current       | 9,040      |  | 6,736     
|                       |            |  |           
|Non-current:          
|Employee stock plans   | 6,332      |  | 5,514     
|Exit charge            | 635        |  | 745       
|Property and equipment | (37)       |  | 199       
|Other                  | 843        |  | 181       
|                       |            |  |           
|Subtotal Non-current   | 7,773      |  | 6,639     
|                       |            |  |           
|Net deferred tax asset | $  16,813  |  | $  13,375 
|                       |            |  |           
|                      

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The portion of the net deferred tax asset relating to employee stock plans results primarily from the MPK Stock Option Plan
         and compensatory stock option grants under the CDW Stock Option Plans. Compensation expense related to these plans is
         deductible for income tax purposes in the year the options are exercised.

         Although realization is not assured, management believes, based upon historical taxable income, that it is more likely than
         not that all of the deferred tax asset will be realized.                                                                                                            
|  
|9. | Stock-Based CompensationCDW Stock Option Plans

         The Company has established certain stock-based compensation plans for the benefit of its directors and coworkers.  Pursuant
         to these plans the Company has reserved a total of 7,169,400 common shares for future stock option grants.  The plans
         generally include vesting requirements from 3 to 10 years and option lives of up to 20 years.  Options may be granted at
         exercise prices ranging from $0.01 to the market price of the common stock at the date of grant.



         Option activity for the years ended December 31, 1999, 2000 and 2001 was as follows:
|  

---

|                             |            |  |                                |  |                   
|---------------------------- | ---------- |  | ------------------------------ |  | ------------------
|                             | Shares     |  | Weighted-AverageExercise Price |  | OptionsExercisable
|                             |            |  |                                |  |                   
|Balance at January 1, 1999   | 9,540,508  |  | $     15.20                    |  | 452,180           
|                             |            |  |                                |  |                   
|Options granted              | 3,700,390  |  | 31.10                          |  |                   
|Options exercised            | (394,404)  |  | 6.13                           |  |                   
|Options forfeited            | (649,060)  |  | 17.21                          |  |                   
|                             |            |  |                                |  |                   
|Balance at December 31, 1999 | 12,197,434 |  | 20.21                          |  | 819,910           
|                             |            |  |                                |  |                   
|Options granted              | 985,250    |  | 25.84                          |  |                   
|Options exercised            | (787,028)  |  | 9.02                           |  |                   
|Options forfeited            | (355,893)  |  | 25.78                          |  |                   
|                             |            |  |                                |  |                   
|Balance at December 31, 2000 | 12,039,763 |  | 21.24                          |  | 1,202,352         
|                             |            |  |                                |  |                   
|Options granted              | 1,973,514  |  | 35.01                          |  |                   
|Options exercised            | (901,386)  |  | 10.13                          |  |                   
|Options forfeited            | (463,015)  |  | 19.93                          |  |                   
|                             |            |  |                                |  |                   
|Balance at December 31, 2001 | 12,648,876 |  | $    24.01                     |  | 1,300,460         
|                             |            |  |                                |  |                   
|                            

| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | For the years ended December 31, 2001, 2000 and 1999, the weighted-average fair value of options granted was as follows:
|

|                                                          |            |  |            |  |           
|--------------------------------------------------------- | ---------- |  | ---------- |  | ----------
|                                                          | 2001       |  | 2000       |  | 1999      
|                                                          |            |  |            |  |           
|Exercise price equals market price at time of grant       | $    20.51 |  | $    21.25 |  | $    22.88
|Exercise price is less than market price at time of grant | $    53.70 |  | $    27.87 |  | $    39.31
|                                                         

---

| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | The following table summarizes the status of outstanding stock options as of December 31, 2001:
|

|                        |  |                              |  |                                                      |  |                                |  |                              |  |                               
|----------------------- |  | ---------------------------- |  | ---------------------------------------------------- |  | ------------------------------ |  | ---------------------------- |  | ------------------------------
|                        |  | Options Outstanding          |  | Options Exercisable                                 
|                        |  |                              |  |                                                     
|Range ofExercise Prices |  | Number ofOptions Outstanding |  | Weighted-AverageRemaining ContractualLife (in years) |  | Weighted-AverageExercise Price |  | Number ofOptions Exercisable |  | Weighted-AverageExercise Price
|                        |  |                              |  |                                                      |  |                                |  |                              |  |                               
|$0.003 - $0.01          |  | 350,622                      |  | 18.3                                                 |  | $           0.01               |  | -                            |  | $                 -           
|$2.33 - $3.25           |  | 10,800                       |  | 13.0                                                 |  | $           2.96               |  | -                            |  | $                 -           
|$5.68 - $6.75           |  | 205,480                      |  | 13.8                                                 |  | $           6.54               |  | 205,480                      |  | $           6.54              
|$10.00 - $14.83         |  | 3,775,714                    |  | 15.5                                                 |  | $         13.66                |  | 817,867                      |  | $         13.84               
|$16.20 - $23.99         |  | 2,254,544                    |  | 17.0                                                 |  | $         23.86                |  | 277,113                      |  | $         23.98               
|$24.31 - $34.52         |  | 2,883,092                    |  | 17.8                                                 |  | $         26.20                |  | -                            |  | $                 -           
|$36.62 - $45.31         |  | 3,118,624                    |  | 13.9                                                 |  | $         37.91                |  | -                            |  | $                 -           
|$63.375                 |  | 50,000                       |  | 19.0                                                 |  | $         63.38                |  | -                            |  | $                 -           
|                        |  |                              |  |                                                      |  |                                |  |                              |  |                               
|$0.003 - $63.375        |  | 12,648,876                   |  | 16.0                                                 |  | $         24.01                |  | 1,300,460                    |  | $         14.85               
|                        |  |                              |  |                                                      |  |                                |  |                              |  |                               
|                       

| |                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Had the Company elected to apply the provisions of Statement of Financial Accounting Standards No. 123, "Accounting for
         Stock Based Compensation" (SFAS 123) regarding recognition of compensation expense to the extent of the calculated fair
         value of stock options, reported net income and earnings per share would have been reduced as follows:
|

|                                        |                                      |  |                   |  |                  
|--------------------------------------- | ------------------------------------ |  | ----------------- |  | -----------------
|                                        | (in 000's, except per share amounts)
|                                        | 2001                                 |  | 2000              |  | 1999             
|                                        |                                      |  |                   |  |                  
|Net income, as reported                 | $       168,686                      |  | $      162,269    |  | $        98,085  
|Pro forma net income                    | $       145,568                      |  | $      149,211    |  | $        90,525  
|                                       
|Basic earnings per share, as reported   | $             1.97                   |  | $            1.87 |  | $            1.14
|Diluted earnings per share, as reported | $             1.89                   |  | $            1.79 |  | $            1.11
|                                       
|Pro forma basic earnings per share      | $             1.70                   |  | $            1.72 |  | $            1.05
|Pro forma diluted earnings per share    | $             1.63                   |  | $            1.67 |  | $            1.03
|                                       

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The effects of applying SFAS 123 in the above pro forma disclosure are not likely to be representative of the effects
         disclosed in future years because the pro forma calculations exclude stock options granted before 1995.

         For purposes of the SFAS 123 pro forma net income and earnings per share calculations, the fair value of each option grant
         is estimated as of the date of grant using the Black-Scholes option-pricing model. The weighted-average assumptions used in
         determining fair value as disclosed for SFAS 123 are shown in the following table:
|

---

|                        |      |   |      |   |      |  
|----------------------- | ---- | - | ---- | - | ---- | -
|                        | 2001 |   | 2000 |   | 1999
|                        |      |   |      |   |     
|Risk-free interest rate | 4.8  | % | 5.0  | % | 6.1  | %
|Dividend yield          | 0.0  | % | 0.0  | % | 0.0  | %
|Option life (years)     | 4.8  |   | 8.7  |   | 9.8  |  
|Stock price volatility  | 62.4 | % | 57.6 | % | 54.6 | %
|                       

| |                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | MPK Stock Option Plan

         Effective December 31, 1992, the Company's then majority shareholder established the MPK Stock Option Plan pursuant to which
         he granted non-forfeitable options to certain officers to purchase 16,573,500 shares of common stock owned by him at an
         exercise price of $.004175 per share. Options were exercised as follows:
|

|                 |  |                            
|---------------- |  | ---------------------------
|Transaction Year |  | Number of Options Exercised
|                 |  |                            
|1994             |  | 1,844,892                  
|1995             |  | 1,353,258                  
|1997             |  | 545,746                    
|1998             |  | 659,752                    
|1999             |  | 1,743,992                  
|2000             |  | 4,180,888                  
|2001             |  | 2,751,732                  
|                

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Options for 2,731,240 shares for the two remaining participants are exercisable as of December 31, 2001 and the remaining
         762,000 become exercisable on December 31, 2002.MPK Restricted Stock Plan

         Effective upon the closing of the Company's initial public offering in 1993, the then majority shareholder established the
         MPK Restricted Stock Plan.  Pursuant to this plan, such majority shareholder allocated 2,674,416 shares of his common stock
         to be held in escrow for the benefit of those persons employed by the Company as of December 31, 1992.  The number of shares
         allocated to each employee was dependent upon the employee's years of service and salary history.  As a result of these
         grants, which provided for vesting based upon continuous employment with the Company or its subsidiaries through January 1,
         2000, the Company recorded a capital contribution and offsetting deferred charge of approximately $2.8 million for unearned
         compensation equal to the number of shares granted, times $1.0425 per share.

         The Company filed a Registration Statement on Form S-3, which was effective on February 7, 1997, to modify the terms of the
         MPK Restricted Stock Plan and provide participants the option to accelerate the vesting on 25% of their shares in exchange
         for the extension of the vesting period on their remaining shares through 2003. Under the terms of this modification,
         participants who elected the acceleration were granted options by the Company equal to the number of shares which became
         vested with an exercise price of $14.75 per share, the market price of the stock on the acceleration date.

         As of December 31, 2001, 660,236 shares were outstanding under the modified terms, of which 330,118 shares vested on January
         1, 2002 with the remaining shares vesting on January 1, 2003.
|

---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | MPK Stock Plans, Tax Benefits

         The exercise and vesting of shares pursuant to the MPK Stock Option Plan, MPK Restricted Stock Plan and the CDW Incentive
         Stock Option Plan resulted in the realization by the Company of tax benefits of $59.2 million in 2001, $72.5 million in 2000
         and  $17.8 million in 1999, of which $1.1 million, $1.1 million and $0.4 million, respectively, were previously recorded in
         deferred taxes. The incremental tax benefits of $58.1 million in 2001, $71.4 million in 2000 and $17.4 million in 1999 were
         recorded to paid-in capital.Restricted Stock

         On January 28, 2001, the Company granted a restricted stock award of 100,000 shares of common stock to its Chairman and
         Chief Executive Officer that will vest in equal annual installments on the first four anniversaries of the date of grant.
         Compensation expense related to this restricted stock award is recognized over the vesting period.
|   
|10. | Earnings Per Share

         At December 31, 2001, the Company had outstanding common shares totaling 85,573,742. The Company has also granted options to
         purchase common shares to the coworkers of the Company as discussed in Note 9. These options have a dilutive effect on the
         calculation of earnings per share. The following table is a reconciliation of the numerators and denominators of the basic
         and diluted earnings per share computations as required by SFAS 128.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   

|                                                             |                                                          |  |                 |  |                 
|------------------------------------------------------------ | -------------------------------------------------------- |  | --------------- |  | ----------------
|                                                             | Years ended December 31,(in 000's except per share data)
|                                                             |                                                         
|                                                             | 2001                                                     |  | 2000            |  | 1999            
|                                                             |                                                          |  |                 |  |                 
|Basic earnings per share:                                   
|Income available to     common shareholders (numerator)      | $        168,686                                         |  | $       162,269 |  | $       98,085  
|                                                             |                                                          |  |                 |  |                 
|Weighted average common     shares outstanding (denominator) | 85,803                                                   |  | 87,003          |  | 86,270          
|                                                             |                                                          |  |                 |  |                 
|Basic earnings per share                                     | $           1.97                                         |  | $          1.87 |  | $           1.14
|                                                             |                                                          |  |                 |  |                 
|Diluted earnings per share:                                 
|Income available to     common shareholders (numerator)      | $       168,686                                          |  | $       162,269 |  | $       98,085  
|                                                             |                                                          |  |                 |  |                 
|Weighted average common     shares outstanding               | 85,803                                                   |  | 87,003          |  | 86,270          
|Effect of dilutive securities:     Options on common stock   | 3,333                                                    |  | 3,857           |  | 2,034           
|                                                             |                                                          |  |                 |  |                 
|Total common shares and dilutivesecurities (denominator)     | 89,136                                                   |  | 90,860          |  | 88,304          
|                                                             |                                                          |  |                 |  |                 
|Diluted earnings per share                                   | $           1.89                                         |  | $          1.79 |  | $          1.11 
|                                                             |                                                          |  |                 |  |                 
|                                                            

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Additional options to purchase common shares were outstanding during the year ended December 31, 2001 but were not included
         in the computation of diluted earnings per share as the exercise price of these options was greater than the average market
         price of common shares during the respective periods. The following table summarizes the weighted average number of options
         outstanding and the weighted average exercise price of those options, which were excluded from the calculation:
|

---

|                                         |                                                           |         
|---------------------------------------- | --------------------------------------------------------- | --------
|                                         | Years Ended December 31,
(in 000's except per share data)
|                                         |                                                          
|Weighted average number of options       | 59                                                        | 50      
|Weighed average exercise price per share | $  60.57                                                  | $  63.38
|                                        

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The options were all outstanding at December 31, 2001 and 2000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|11. | Profit Sharing and 401(k) Plan

         The Company has a profit sharing plan that includes a salary reduction feature established under the Internal Revenue Code
         Section 401(k) covering substantially all employees. Contributions by the Company to the profit sharing plan are made in
         cash and determined at the discretion of the Board of Directors. For the years ended December 31, 2001, 2000 and 1999, the
         Company's profit sharing expense was $3,060,000, $3,600,000 and $2,639,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|12. | Leasing Joint Venture

         In April 1999, CDW Capital Corporation ("CDWCC"), a wholly-owned subsidiary of the Company, and First Portland Corporation
         ("FIRSTCORP"), an unrelated third party leasing company, formed CDW Leasing, L.L.C. ("CDW-L"), a joint venture that is 50
         percent owned by each of CDWCC and FIRSTCORP.  CDW-L provides captive leasing services to the Company's customers. Under the
         terms of an operating agreement, FIRSTCORP provides leasing management services to CDW-L, with net earnings of the venture
         allocated 50% to the Company and 50% to FIRSTCORP. CDWCC and FIRSTCORP each contributed $600,000 to the capital of CDW-L,
         maintain equal operating control over CDW-L and have an equal number of seats on the Board of Managers of the joint venture.


         At December 31, 2001, CDWCC has a $5.4 million net investment in and loan to CDW-L.  CDWCC is committed to loan up to $10
         million to CDW-L to fund new leases of which $4.7 million is outstanding as of December 31, 2001 and $4.2 million is
         subordinated to CDW-L's loan from a financial institution.  In 2000, CDW-L obtained a financing commitment for $25 million
         from a financial institution. This commitment was increased to $40 million in 2001, of which $19.6 million was outstanding
         and $20.4 million remained available at December 31, 2001.  The financing commitment, collateralized by lease receivables,
         requires CDW-L to meet certain financial covenants and is without recourse to CDWCC or the Company.  Under the terms of the
         financing agreements, CDW-L's total loans outstanding are limited to a maximum of 90% of the present value of the lease
         payments receivable, discounted at the prime rate.  At December 31, 2001, CDW-L's total loans outstanding and related terms
         were:
|   

---

|                                                        |                         |                      |                                      |                                                   
|------------------------------------------------------- | ----------------------- | -------------------- | ------------------------------------ | --------------------------------------------------
|                                                       
|CDW LEASING, L.L.C. LOANS OUTSTANDING AND RELATED TERMS
|                                                       
|Lender                                                  | Type of Instrument      | Maturity             | Interest Rate as ofDecember 31, 2001 | Outstanding Balance atDecember 31, 2001 (in 000's)
|                                                       
|FinancialInstitution                                    | Term Note               | Various thru11/26/03 | 5.76% - 9.03%                        | $    15,600                                       
|                                                       
|FinancialInstitution                                    | Revolving Note          | 8/23/02              | 3.9375%                              | $      4,000                                      
|                                                       
|CDWCC                                                   | Subordinated Note       | Payable onDemand     | 6.876%(LIBOR + 5.0%)                 | $      4,200                                      
|                                                       
|CDWCC                                                   | Non-Subordinated   Note | Payable onDemand     | 4.076%(LIBOR + 2.2%)                 | $        500                                      
|                                                       
|Total                                                   |                         |                      |                                      | $    24,300                                       
|                                                       
|                                                       

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | At December 31, 2001, the present value of CDW-L's borrowing base was $27.2 million and CDW-L was in compliance with all of
         the covenants under the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|13. | Contingencies

         As of December 31, 2001, the Company was not a party to any material legal proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|14. | Segment Information

         The Company is engaged in the sale of multi-brand computers and related technology products and services primarily through
         direct marketing.  The Company has two operating segments:  corporate, which is primarily
         comprised of corporate customers but also includes consumers, and public sector, which is comprised of federal, state and
         local government and education customers.  In accordance with Statement of Financial Accounting Standards (FAS) 131,
         "Disclosure about Segments of an Enterprise and Related Information," the internal organization that is used by management for
         making operating decisions and assessing performance is the source of the Company's reportable segments.


         The accounting policies of the segments are the same as those described above in the "Summary of Significant Accounting
         Policies."  The Company allocates resources to and evaluates performance of its business segments based on both sales and
         operating income.  The Company's corporate segment provides purchasing, merchandising, accounting, information technology,
         marketing, distribution and fulfillment services to the public sector segment.  Certain elements of gross margin and
         operating expenses are subject to intercompany service agreements which provide for, among other things, a mark-up on
         intercompany sales and allocation of indirect expenses such as occupancy, operations and other support, payroll, training
         and benefits.  The table below presents information about the Company's reportable segments:
|   

---

|                              |                                         |  |                    |  |                       |  |               
|----------------------------- | --------------------------------------- |  | ------------------ |  | --------------------- |  | --------------
|                              | Year Ended December 31, 2001 (in 000's)
|                              |                                        
|                              | Corporate                               |  | Public Sector      |  | Eliminations          |  | Consolidated  
|                              |                                        
|External customer sales       | $   3,280,632                           |  | $        680,913   |  | $                 -   |  | $   3,961,545 
|Transfers between segments    | 619,819                                 |  | -                  |  | (619,819)             |  | -             
|                              |                                         |  |                    |  |                       |  |               
|Total sales                   | $   3,900,451                           |  | $        680,913   |  | $     (619,819)       |  | $   3,961,545 
|                              |                                         |  |                    |  |                       |  |               
|Operating income              | $      245,539                          |  | $          22,659  |  | $                   - |  | $      268,198
|                              |                                         |  |                    |  |                       |  |               
|Net interest income and other |                                         |  |                    |  |                       |  | 11,778        
|                              |                                         |  |                    |  |                       |  |               
|Pretax income                 |                                         |  |                    |  |                       |  | $     279,976 
|                              |                                         |  |                    |  |                       |  |               
|Total assets                  | $      920,993                          |  | $          62,168  |  | $       (46,132)      |  | $     937,029 
|                              |                                         |  |                    |  |                       |  |               
|                             
|                             
|                              | Year Ended December 31, 2000 (in 000's)
|                              |                                        
|                              | Corporate                               |  | Public Sector      |  | Eliminations          |  | Consolidated  
|                              |                                        
|External customer sales       | $   3,424,173                           |  | $        418,279   |  | $                 -   |  | $   3,842,452 
|Transfers between segments    | 382,469                                 |  | -                  |  | (382,469)             |  | -             
|                              |                                         |  |                    |  |                       |  |               
|Total sales                   | $   3,806,642                           |  | $        418,279   |  | $     (382,469)       |  | $   3,842,452 
|                              |                                         |  |                    |  |                       |  |               
|Operating income              | $      245,872                          |  | $          13,736  |  | $                   - |  | $      259,608
|                              |                                         |  |                    |  |                       |  |               
|Net interest income and other |                                         |  |                    |  |                       |  | 9,049         
|                              |                                         |  |                    |  |                       |  |               
|Pretax income                 |                                         |  |                    |  |                       |  | $     268,657 
|                              |                                         |  |                    |  |                       |  |               
|Total assets                  | $      741,428                          |  | $          40,060  |  | $       (33,051)      |  | $     748,437 
|                              |                                         |  |                    |  |                       |  |               
|                             
|                             
|                              | Year Ended December 31, 1999 (in 000's)
|                              |                                        
|                              | Corporate                               |  | Public Sector      |  | Eliminations          |  | Consolidated  
|                              |                                        
|External customer sales       | $   2,303,557                           |  | $        257,682   |  | $                 -   |  | $   2,561,239 
|Transfers between segments    | 231,456                                 |  | -                  |  | (231,456)             |  | -             
|                              |                                         |  |                    |  |                       |  |               
|Total sales                   | $   2,535,013                           |  | $        257,682   |  | $     (231,456)       |  | $   2,561,239 
|                              |                                         |  |                    |  |                       |  |               
|Operating income              | $      152,943                          |  | $            4,969 |  | $                   - |  | $      157,912
|                              |                                         |  |                    |  |                       |  |               
|Net interest income and other |                                         |  |                    |  |                       |  | 4,481         
|                              |                                         |  |                    |  |                       |  |               
|Pretax income                 |                                         |  |                    |  |                       |  | $     162,393 
|                              |                                         |  |                    |  |                       |  |               
|Total assets                  | $      508,303                          |  | $          19,238  |  | $       (21,626)      |  | $     505,915 
|                              |                                         |  |                    |  |                       |  |               
|                             

---

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company's assets are primarily managed as part of the corporate segment, including all property, equipment and
         inventory.  As a result, capital expenditures and related depreciation are immaterial for the public sector segment.  The
         public sector segment assets consist principally of cash and cash equivalents, accounts receivable, including intercompany
         accounts, and property and equipment.

         Sales, operating expenses and income relating to the Company's investment in CDW Leasing, L.L.C., accounted for
         under the equity method, are immaterial to the Company as a whole and are evaluated by management for making operating
         decisions and allocating resources as part of the corporate segment.


         The following schedule presents net sales dollars by product category for all segments as a percentage of total net sales dollars.  Product
         lines are based upon internal product code classifications.  Product mix for the years ended December 31, 2000 and 1999 has
         been retroactively adjusted for certain changes in individual product categorization.
|

|                                   |                          |           |         
|---------------------------------- | ------------------------ | --------- | --------
|                                  
|Analysis of Product Mix            | Years Ended December 31,
|                                  
|                                   | 2001                     | 2000      | 1999    
|                                   |                          |           |         
|Notebook Computers and Accessories | 14.7   %                 | 19.5   %  | 19.6  % 
|                                  
|Desktop Computers and Servers      | 13.4                     | 15.7      | 16.1    
|                                  
|Subtotal Computer Products         | 28.1                     | 35.2      | 35.7    
|                                  
|Software                           | 16.8                     | 12.2      | 13.1    
|                                  
|Data Storage Devices               | 14.5                     | 13.8      | 14.0    
|                                  
|Printers                           | 12.9                     | 11.4      | 12.4    
|                                  
|Net/Comm Products                  | 9.5                      | 9.1       | 8.4     
|                                  
|Video                              | 8.4                      | 7.7       | 7.1     
|                                  
|Add-on Boards/Memory               | 4.3                      | 6.0       | 5.0     
|                                  
|Input Devices                      | 2.9                      | 2.5       | 2.5     
|                                  
|Supplies, Accessories and Other    | 2.6                      | 2.1       | 1.8     
|                                  
|Total                              | 100.0   %                | 100.0   % | 100.0  %
|                                  
|                                  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | No single customer accounted for more than 1.0% of net sales in fiscal years 2001, 2000, or 1999.  Less than 1.0% of the
         Company's revenues are comprised of sales to customers outside of the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|15. | Share Repurchase Program

         In January 2001, the Company's Board of Directors authorized the purchase of up to 5 million shares of its common stock,
         slightly more than 5% of its total outstanding shares, from time to time in both open market and private transactions, as
         conditions warrant. The repurchase program is expected to remain effective through approximately December 2002, unless
         sooner completed or terminated by the Board of Directors. The Company intends to hold the repurchased shares in treasury for
         general corporate purposes, including issuances under various employee stock option plans.  In connection with the program,
         the Company purchased 2,692,500 shares of its common stock during the year ended December 31, 2001, at a total cost of
         approximately $98.2 million.  These repurchases included a total of 1.5 million shares repurchased on February 2, 2001, at a
         total cost of $57.6 million ($38.423 per share) from Gregory C. Zeman, Director and then Vice Chairman, and Daniel B. Kass,
         Executive Vice President and Director.
|   

---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|16. | Public Offering of Common Shares

         In August 2001, Michael P. Krasny, the Chairman Emeritus, principal shareholder and Director of the Company, Gregory C.
         Zeman, a Director and then Vice Chairman of the Company and Daniel B. Kass, the Executive Vice President and a Director of
         the Company, sold 10,562,500 shares of common stock through a secondary public offering at a price of $40.00 per share.  The
         Company did not receive any proceeds from the sale of their shares and the number of outstanding common shares was not
         impacted.  The shares sold by Mr. Zeman and Mr. Kass were acquired from Mr. Krasny through the exercise of options
         previously granted to them pursuant to the MPK Stock Option Plan.  The sale of shares by Mr. Zeman and Mr. Kass resulted in
         the realization by the Company in the year ended December 31, 2001 of an income tax benefit of approximately $43.5 million,
         of which approximately $600,000 was previously recorded to deferred taxes.  The incremental tax benefit of $42.9 million was
         recorded as an increase to paid-in-capital.  Additionally, the Company recorded incremental payroll tax expense related to
         the option exercise of approximately $1.6 million, which reduced diluted earnings per share by approximately $0.01 per
         share.
|   
|17. | Selected Quarterly Financial Data (Unaudited)

         The following information is for the years ended December 31, 2001 and 2000 (in thousands, except per share data):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   

|                           |                  |  |                  |  |                    |  |                    | 
|-------------------------- | ---------------- |  | ---------------- |  | ------------------ |  | ------------------ | 
|                           | FirstQuarter     |  | SecondQuarter    |  | ThirdQuarter       |  | FourthQuarter     
|                           |                  |  |                  |  |                    |  |                   
|December 31, 2001         
|                          
|Net sales                  | $     987,245    |  | $     995,045    |  | $        991,065   |  | $        988,190  
|Gross profit               | 130,119          |  | 132,623          |  | 133,974            |  | 130,319           
|Income before income taxes | 67,181           |  | 71,418           |  | 71,760             |  | 69,617            
|Net Income                 | 40,476           |  | 43,030           |  | 43,235             |  | 41,945            
|Earnings per share:        |                  |  |                  |  |                    |  |                   
|Basic                      | $           0.47 |  | $           0.50 |  | $             0.50 |  | $             0.49
|Diluted                    | $           0.45 |  | $           0.48 |  | $             0.49 |  | $             0.47
|                          
|December 31, 2000         
|                          
|Net sales                  | $     863,988    |  | $     943,342    |  | $     1,028,051    |  | $     1,007,071   
|Gross profit               | 109,213          |  | 122,221          |  | 131,134            |  | 127,275           
|Income before income taxes | 58,428           |  | 66,307           |  | 74,387             |  | 69,535            
|Net Income                 | 35,291           |  | 40,049           |  | 44,930             |  | 41,999            
|Earnings per share:        |                  |  |                  |  |                    |  |                   
|Basic                      | $           0.41 |  | $           0.46 |  | $             0.52 |  | $             0.48
|Diluted                    | $           0.39 |  | $           0.44 |  | $             0.49 |  | $             0.46
|                          
|                          

---

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
CDW Computer Centers, Inc.

Our audits of the consolidated financial statements of CDW Computer Centers, Inc. and Subsidiaries referred to in our report dated
January 18, 2002 appearing on page F-2 of this Form 10-K also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K.  In our opinion, this financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Chicago, Illinois
January 18, 2002

S-1

---

CDW COMPUTER CENTERS, INC.

                                                                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                              Years ended December 31, 2001, 2000 and 1999
                                                              (in thousands)

|                                                                                                                                     |                              |                             |                          |             |                        
|------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------- | --------------------------- | ------------------------ | ----------- | -----------------------
|Column A                                                                                                                             | Column B                     | Column C                    | Column D                 | Column E   
|                                                                                                                                    
|Description                                                                                                                          | Balance atBeginningof Period | Charged toCostsand Expenses | Charged toOther Accounts | Deductions  | Balance atEnd of Period
|                                                                                                                                    
|Year ended December 31, 2001
  Deducted in the balance sheet from
  the asset to which it applies:
  Allowance for doubtful accounts | $7,000                       | $8,384                      | $                        | $ 5,884 (a) | $9,500                 
|                                                                                                                                    
|Year ended December 31, 2000
  Deducted in the balance sheet from
  the asset to which it applies:
  Allowance for doubtful accounts | $4,300                       | $6,817                      | $                        | $ 4,117 (a) | $7,000                 
|                                                                                                                                    
|Year ended December 31, 1999
  Deducted in the balance sheet from
  the asset to which it applies:
  Allowance for doubtful accounts | $3,185                       | $2,291                      | $                        | $ 1,176 (a) | $4,300                 
|                                                                                                                                    

Note:

(a)         Uncollectible items written off, less recoveries of items previously written off.

S-2

---

EXHIBIT 21

                                                      CDW COMPUTER CENTERS, INC.SIGNIFICANT SUBSIDIARIES

|                     |  |                       
|-------------------- |  | ----------------------
|Subsidiary           |  | State of Incorporation
|                    
|CDW Government, Inc. |  | Illinois              
|                    

---

EXHIBIT 23

                                                  CONSENT OF INDEPENDENT ACCOUNTANTS
                                                          DATED MARCH 27, 2002



                                                  CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-43925,  No. 333-48172,  and No.
333-94223) and on Form S-3 (No. 333-84122) of CDW Computer  Centers,  Inc. of our reports dated  January 18, 2002  relating to the financial  statements  and financial
statement schedule, which appear in this Form 10-K.

PricewaterhouseCoopers LLP

Chicago, Illinois
March 27, 2002