report of management The consolidated financial statements of Pioneer-Standard Electronics, Inc. have been prepared by the Company, which is responsible for their integrity and objectivity. These statements have been prepared in accordance with accounting principles generally accepted in the United States and include amounts that are based on informed judgments and estimates. The Company also prepared the other information in the annual report and is responsible for its accuracy and consistency with the consolidated financial statements. The Company’s ethics policy, communicated throughout the organization, requires adherence to high ethical standards in the conduct of the Company’s business. The Company’s system of internal controls is designed to provide reasonable assurance that Company assets are safeguarded from loss or unauthorized use or disposition and that transactions are executed in accordance with management’s authorization and are properly recorded. In establishing the basis for reasonable assurance, management balances the costs of the internal controls with the benefits they provide. The system contains self-monitoring mechanisms, and compliance is tested through an extensive program of site visits and audits by the Company’s internal auditors. The Company’s independent auditors, Ernst & Young LLP, audited the consolidated financial statements in accordance with auditing standards generally accepted in the United States. These standards include obtaining an understanding of internal controls sufficient to plan the audit and to determine the nature, timing and extent of testing performed. The Audit Committee of the Board of Directors, consisting of independent directors, meets regularly with the Company’s management, internal auditors and independent auditors and reviews audit plans and results, as well as management’s actions taken in discharging its responsibilities for accounting, financial reporting, and internal controls. Members of management, the internal auditors, and the independent auditors have direct and confiden- tial access to the Audit Committee at all times. 26 /s/ ARTHUR RHEIN Arthur Rhein Chairman, President and Chief Executive Officer Steven M. Billick Executive Vice President, Treasurer and Chief Financial Officer /s/ STEVEN M. BILLICK