Earthlink 2002 Annual Report Download - page 40

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"Executive Compensation-Compensation Committee Interlocks and Insider Participation" and "Executive Compensation—Certain
Relationships and Related Transactions" in our Proxy Statement referred to in Item 10 above or in a subsequent amendment to this Report.
Such information is incorporated herein by reference.
Item 14. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our chief executive officer and our chief financial officer, after evaluating the effectiveness of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the "Evaluation Date") within
90 days before the filing date of this annual report, have concluded that as of the Evaluation Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.
Changes in Internal Controls
There were no significant changes in our internal controls or to our knowledge, in other factors that could significantly affect our internal
controls and procedures subsequent to the Evaluation Date.
45
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) and (2) Documents filed as part of this Report
1. Financial Statements of EarthLink, Inc.
2. Report of Independent Auditors
3. Consolidated Balance Sheets as of December 31, 2001 and 2002
4. Consolidated Statements of Operations for the years ended December 31, 2000, 2001 and 2002
5. Consolidated Statements of Stockholders' Equity and Comprehensive Loss for the years ended December 31, 2000, 2001 and
2002
6. Consolidated Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002
7. Notes to Consolidated Financial Statements
(3) Listing of Exhibits
2.1 — Offer Agreement by and among PeoplePC Inc., EarthLink, Inc., and EL Sub, Inc. dated as of June 9, 2002 (incorporated by
reference to Exhibit 2.1 of EarthLink, Inc.'s Report on Form 8
-
K, dated June 11, 2002
—
File No. 001
-
15605).
3.1
—
Amended and Restated Certificate of Incorporation of EarthLink, Inc. (incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form S
-
8 of EarthLink, Inc.
—
File No. 333
-
30024).
3.2
—
Bylaws of EarthLink, Inc. (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-8 of EarthLink,
Inc.
—
File No. 333
-
30024).
4.1
—
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-8 of
EarthLink, Inc.
—
File No. 333
-
30024).
4.2
—
Amended and Restated Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock
(incorporated by reference to Exhibit 3.3 of EarthLink, Inc.'s Report on Form 10-K for the fiscal year ended December 31,
2000
—
File No. 001
-
15605).
4.3
—
Amended and Restated Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock
(incorporated by reference to Exhibit 3.4 of EarthLink, Inc.'s Report on Form 10-K for the fiscal year ended December 31,
2000
—
File No. 001
-
15605).
4.4
—
Certificate of Correction Filed to Correct Certain Inaccuracies in the Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock of EarthLink, Inc. (incorporated by reference to Exhibit 4.8 to EarthLink, Inc.'s Form S-
3/A
—
File No. 333
-
59456).