Page 1 of 11 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities exchange Act of 1934
NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCEBERNSTEIN L.P., AS INVESTMENT ADVISER. (ALLIANCEBERNSTEIN L.P. IS A MAJORITY-OWNED SUBSIDIARY OF AXA FINANCIAL, INC.)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person?s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(CONTINUED ON FOLLOWING PAGE(S))
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CUSIP NO. 270321102 13G Page 2 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 5. SOLE VOTING POWER 3,142,607
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
December 31,
BY EACH 7. SOLE DISPOSITIVE POWER 6,071,110
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,071,110
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY 5.6%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 270321102 13G Page 3 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 5. SOLE VOTING POWER 3,142,607
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
December 31,
BY EACH 7. SOLE DISPOSITIVE POWER 6,071,110
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,071,110
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 270321102 13G Page 4 of 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 5. SOLE VOTING POWER 3,142,607
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED AS OF
December 31, 7. SOLE DISPOSITIVE POWER 6,071,110
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 6,071,110
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | |
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.6%
12. TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
CUSIP NO. 270321102 13G Page 5 of 11 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Financial, Inc. 13-3623351
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 5. SOLE VOTING POWER 203,000
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
December 31,
BY EACH 7. SOLE DISPOSITIVE POWER 211,100
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 211,100
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES * | |
11. PERCENT OF CLASS REPRESENTED BY 0.2%
12. TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE
13G Page 6 of 11 Pages
Item 1(a) Name of
EARTHLINK INC
Item 1(b) Address of Issuer's Principal Executive Offices:
1375 Peachtree Street
Atlanta, GA 30309
Item 2(a) and (b)
Name of Person Filing and Address of Principal Business Office:
AXA Assurances I.A.R.D Mutuelle, and
AXA Assurances Vie Mutuelle,
26, rue Drouot
75009 Paris, France
as a group (collectively, the 'Mutuelles AXA').
AXA
25, avenue Matignon
75008 Paris, France
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
(All media outlets, please contact Chris Winans (212-314-5519) or Michael
Arcaro (212-314-2030) with any questions. All other questions can be directed
to John Meyers at AllianceBernstein (212-969-2301).)
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13G Page 7 of 11 Pages
Item 2(c) Citizenship:
Mutuelles AXA and AXA - France
AXA Financial, Inc. - Delaware
Item 2(d) Title of Class of Securities:
COM
Item 2(e) Cusip Number:
270321102
Item 3. Type of Reporting Person:
AXA Financial, Inc. as a parent holding company,
in accordance with 240.13d-1(b)(ii)(G).
The Mutuelles AXA, as a group, acting as a parent holding
company.
AXA as a parent holding company.
<PAGE
13G Page 8 of 11 Pages
<TABL
Item 4. Ownership as December 31,
(a) Amount Beneficially Owned:
6,071,110 shares of common stock beneficially owned including:
|
No. of Shares
Subtotals
AXA 0
AXA Entity or Entities
Common acquired solely for investment
AXA Rosenberg Investment 5,860,010
AXA Financial, Inc. 0
Subsidiaries:
AllianceBernstein L.P.
acquired solely for investment
purposes on behalf of client
discretionary investment advisory
accounts:
Common Stock 206,200
206,200
AXA Equitable Life Insurance Company
acquired solely for investment
purposes:
Common Stock 4,900
4,900
-------------
Total 6,071,110
=============
|
Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G.
Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions.
(b) Percent of Class: 5.6%
(CONT.)
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed Deemed Deemed
to have to have to have to have
Sole Power Shared Power Sole Power Shared
Power
to Vote to Vote to Dispose to Dispose
or to or to or to or to
Direct Direct Direct the Direct the
the Vote the Vote Disposition Disposition
------------ ------------ ------------ ------------
The Mutuelles AXA,
AXA 0 0 0 0
AXA Entity or Entities:
AXA Rosenberg 2,939,60 0 5,860,01 0
Investment
Management LLC
AXA Financial, Inc. 0 0 0 0
Subsidiaries:
------------
AllianceBernstein 198,100 0 206,200 0
AXA Equitable 4,900 0 4,900 0
Life Insurance
------------ ------------ ------------ ------------
3,142,60 0 6,071,110 0
============ ============ ============ ============
Each of the above subsidiaries of AXA Financial, Inc. operates under
independent management and makes independent voting and investment
decisions.
|
Page 10 of 11 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )
Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA:
(X) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities:
(X) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities:
AXA Rosenberg Investment Management LLC
(X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of the following subsidiaries:
(X) AllianceBernstein L.P.
(13-3434400), an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
(X) AXA Equitable Life Insurance Company (13-5570651), an insurance company and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
Page 11 of 11 Pages
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2009 AXA FINANCIAL, INC.*
/s/ Alvin H. Fenichel
Alvin H. Fenichel
Senior Vice President
and Controller
|
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them.
EXHIBIT I
Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them.
Dated: February 13, 2009
AXA Financial, Inc.
BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Senior Vice President and Controller |
AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; as a group, and AXA
Signed on behalf of each of the above entities
BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Attorney-in-Fact (Executed pursuant to Powers of Attorney) |