America Online 2009 Annual Report Download - page 107

Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information we are required to
disclose in our financial reports is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and that such
information is accumulated and communicated to senior management, as appropriate, to allow timely decisions regarding required disclosure. Management is
responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange
Act. As of December 31, 2009, an evaluation was performed under the supervision and with the participation of management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Management, including our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2009. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
December 31, 2009, at a reasonable assurance level.
Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting
is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by the Board of Directors,
management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting
objectives. It is a process that involves human diligence and compliance and is therefore subject to lapses in judgment and breakdowns resulting from human
error. It also can be circumvented by collusion or improper override. Because of its limitations, there is a risk that internal control over financial reporting may
not prevent or detect on a timely basis errors or fraud that could cause a material misstatement of the financial statements.
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an
attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting due to a transition
period established by the rules of the SEC for newly public companies.
Changes to Internal Control Over Financial Reporting
We have evaluated the changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 and concluded
that there have not been any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
On November 2, 2009, the stockholders of AOL, by unanimous written consent, elected Timothy M. Armstrong, Jeffrey L. Bewkes and John K. Martin,
Jr. as directors of AOL. Our current directors were elected by our pre-spin-off board of directors.
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