America Online 2009 Annual Report Download - page 6

Table of Contents
valuable online advertising services on both our owned and operated properties and third-party websites. We have the largest advertising network in terms of
online consumer reach in the United States as of January 2010.
The Spin-Off
In the fourth quarter of 2009, the Board of Directors of Time Warner Inc. ("Time Warner") approved the complete legal and structural separation of
AOL Inc. from Time Warner (the "spin-off"), following which we became an independent, publicly-traded company. In the spin-off, which occurred on
December 9, 2009, Time Warner distributed to its shareholders of record all of the shares of our common stock that it owned at a ratio of one share of AOL
common stock for each 11 shares of Time Warner common stock held by each such holder as of November 27, 2009, the record date for the spin-off.
Prior to the spin-off, Time Warner caused a reorganization of our corporate structure. On July 8, 2009, Time Warner completed the purchase of Google
Inc.'s ("Google") 5% interest in us. Following this purchase, AOL Holdings LLC, which was formed in Delaware in 2006, became a wholly-owned subsidiary
of Time Warner. On November 2, 2009, Time Warner caused the conversion of AOL Holdings LLC into a Delaware corporation named AOL Inc. Prior to the
spin-off, Time Warner caused substantially all of the assets and liabilities (other than guarantees of indebtedness of Time Warner and other non-AOL
affiliates of Time Warner) of AOL LLC, then our wholly-owned subsidiary that held, directly or indirectly, all of the AOL business, to be transferred to and
assumed by us.
Following this transfer and assumption of substantially all of AOL LLC's assets and liabilities, ownership of AOL LLC was retained by Time Warner.
In connection with the spin-off, the following key transactions or events occurred:
• On November 16, 2009, we entered into a Separation and Distribution Agreement (the "Separation Agreement") with Time Warner which set
forth the terms and conditions of our legal and structural separation from Time Warner.
• Our Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission on November 17, 2009.
• On December 9, 2009, we entered into a 364-day $250 million senior secured revolving credit facility (the "Revolving Credit Facility") which is
guaranteed by Time Warner.
• On December 10, 2009, after completion of the spin-off, our common stock began trading "regular way" on the New York Stock Exchange under
the symbol "AOL".
Our Relationship with Time Warner
Following the spin-off, our company and Time Warner operate independently, and neither has any ownership interest in the other. In order to govern
certain of the ongoing relationships between us and Time Warner after the spin-off and to provide mechanisms for orderly transition, we and Time Warner
have entered into agreements pursuant to which certain services and rights are provided for following the spin-off, and we and Time Warner have agreed to
indemnify each other against certain liabilities arising from our respective businesses. See "Note 13: Related Party Transactions" in our accompanying
consolidated financial statements for further information on the ongoing relationship with Time Warner.
Restructuring
We undertook various restructuring activities in 2009 in an effort to better align our organizational structure and costs with our strategy. We are in the
midst of a significant restructuring initiative which began late in 2009 and we expect to complete in the first half of 2010. We expect to reduce our total
workforce by nearly one-third
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