America Online 2011 Annual Report Download - page 105

Table of Contents
ITEM 9A. 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 Securities
Exchange Act of 1934, as amended. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011. 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, 2011, at a reasonable assurance
level.
Changes to Internal Control Over Financial Reporting
We have evaluated the changes in our internal control over financial reporting that occurred during the three months ended December 31, 2011 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.
Management's Report on 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.
Internal control over financial reporting includes control self-assessments, which are audited by the internal audit function. 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. Additionally, changes in conditions may impact the effectiveness of
controls subsequent to the date of the evaluation of the effectiveness of internal control over financial reporting.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011, using the criteria
established in Internal Control—Integrated Framework issued by COSO. Based on this evaluation, management concluded that the Company's internal
control over financial reporting was effective as of December 31, 2011.
Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as
of December 31, 2011, as stated in their report included in Item 9A.
101