America Online 2014 Annual Report Download - page 127

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, 2014, as required by Rules 13a-15(b) and 15d-15(b) of the Securities
Exchange Act of 1934, as amended. 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, 2014 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 year
ended December 31, 2014 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, 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, 2014, using the criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this
evaluation, management concluded that the Company’s internal control over financial reporting was effective as
of December 31, 2014.
Ernst & Young LLP, an independent registered public accounting firm, has audited the effectiveness of our
internal control over financial reporting as of December 31, 2014, as stated in their report included in Item 9A.
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