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AOL Inc. (AOL)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 02/25/2011
Filed Period 12/31/2010

Table of contents

  • Page 1
    AOL Inc. (AOL) 10-K Annual report pursuant to section 13 and 15(d) Filed on 02/25/2011 Filed Period 12/31/2010

  • Page 2
    ...x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34419 AOL...

  • Page 3
    ... Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services 115 115 115 115 115 Market...

  • Page 4
    ... of Contents AOL INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page Number Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008 Consolidated Balance Sheets as of December 31, 2010...

  • Page 5
    ...Item 1A-Risk Factors". In addition, we operate a web services company in a highly competitive, rapidly changing and consumer and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing...

  • Page 6
    ...providing valuable online advertising services on both our owned and operated properties and third-party websites. 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...

  • Page 7
    ... business operations are focused on the following: • AOL Properties. We seek to be a leading online publisher of relevant and engaging online content and provider of engaging consumer products and services, by utilizing open and highly scalable publishing platforms and content management systems...

  • Page 8
    ... our content, products and services are available on digital devices as well as social networks so that our consumers can readily access and use our content, products and services. • Third Party Network. We also generate advertising revenues through the sale of advertising on third-party websites...

  • Page 9
    ... agreement to acquire TheHuffingtonPost.com, Inc. ("The Huffington Post"). We believe that our acquisition of The Huffington Post will solidify our strategy of creating a global content network while providing our consumers with an array of news, analysis, commentary and entertainment. Local...

  • Page 10
    ... 2010, we had 3.9 million AOL-brand access subscribers in the United States. In addition to our content, products and services that are available to all online consumers, an AOL-brand access subscription provides members with dial-up access to the Internet and, depending on the applicable price plan...

  • Page 11
    ... and original content as well as other products and services available on social networks, whether offered directly or by means of partnerships with social networks operators. AOL Properties Revenue Generation ADVERTISING REVENUES We generate advertising revenues from AOL Properties through the sale...

  • Page 12
    ... web search provider for AOL Properties. In connection with these search services, Google provides us with a share of the revenue generated through paid text-based search advertising and contextual advertising on AOL Properties. For the year ended December 31, 2010, advertising revenues associated...

  • Page 13
    ... Party Network offers a comprehensive set of tools and technologies to manage and maximize their return. We aim to develop our current relationships with publishers and advertisers and continue to expand the number of publishers and advertisers we serve through the products and services we offer...

  • Page 14
    ... to support our products and services, we have been steadily increasing our use of open source technologies and platforms with a view to diversifying our sources of technology, as well as for cost management. Research and development costs related to our software development efforts for 2010, 2009...

  • Page 15
    ...networking sites, as well as a large number of local enterprises. The Internet industry is dynamic and rapidly evolving, and new and popular competitors, such as social networking sites, providers of communications tools and providers of advertising services, frequently emerge. Government Regulation...

  • Page 16
    ...between our payment aggregator and telephone carriers. We regularly receive and resolve inquiries relating to marketing and billing issues from state Attorneys General, the Federal Trade Commission and the Federal Communications Commission and, over the course of more than 20 years of operations, we...

  • Page 17
    ...costs with our strategy. A significant number of our international employees support our domestic operations. In general, we consider our relationship with employees to be good. Global Presence As of December 31, 2010, we had AOL-branded and co-branded portals and websites in North and South America...

  • Page 18
    ... receive e-mail alerts and other information about AOL by visiting the "e-mail alerts" section at http://corp.aol.com/investor and enrolling your e-mail. We make available on our Internet website free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports...

  • Page 19
    ... served as Corporate Vice President, Advertising Research and Development (2007-2009), and Corporate Vice President and Chief Technology Officer (2009-2010) for Microsoft's Online Services Division. Mr. Gounares also served for three years as Technology Advisor to Microsoft Chairman and founder...

  • Page 20
    ... services, and the costs related to such acquisitions may be more expensive than developing new content, products and services internally. In general, subscribers to our subscription access service are among the most engaged consumers on AOL Properties, primarily related to search. As our subscriber...

  • Page 21
    ... our advertising revenues may not increase even if the aggregate number of consumers on AOL Properties increases and their aggregate engagement increases. If we are unable to develop our products and services to address the patterns of how consumers access information and communicate on the Internet...

  • Page 22
    ... web search provider for AOL Properties. For the year ended December 31, 2010, search and contextual advertising revenues comprised approximately 33% of our total advertising revenues. Changes that Google has made and may unilaterally make in the future to its search service or advertising network...

  • Page 23
    ...subscription or advertising revenues. Currently we offer applications directly to consumers for download from AOL Properties, the Apple Apps Store, or through other distribution channels. We also offer certain applications, and access to its content, products and services by means of agreements with...

  • Page 24
    ... deliver our consumer offerings and services to advertisers and publishers, including moving to completely new technology architectures and systems. Such changes may be challenging to implement and manage, may take time to test and deploy, may cause us to incur substantial costs and may cause us to...

  • Page 25
    ...our content, products and services. Also, a substantial number of the subscribers to our subscription access service do not use the service to access the Internet on a regular basis and may terminate their subscription at any time. In addition, we must maintain the current payment method information...

  • Page 26
    ...to the AOL brand, legal costs or liability, and a loss of consumers or revenues. We are dependent on third-party providers of telecommunications services. Although we currently have agreements with several different third-party telecommunications service providers, there are only a limited number of...

  • Page 27
    ... and regulations or licensing requirements, including advertisers in the following industries: pharmaceuticals, online gaming, alcohol, adult content, tobacco, firearms, insurance, securities brokerage, real estate, sweepstakes, free trial offers, automatic renewal services and legal services. If...

  • Page 28
    ... of public policy and privacy creates uncertainty for business planning. In such an uncertain environment, it is difficult to make informed long-term business planning decisions about data use, notice, storage, access, retention or choice. The existing privacy-related laws and regulations are...

  • Page 29
    ...use our content, products and services. This risk is increased because there are a small number of search services providers and any change made by one or more of these providers could significantly affect our business. The widespread adoption of these products and technologies or changes to current...

  • Page 30
    ... of content and the display and sale of advertising; uncertain protection and enforcement of our intellectual property rights; import or export restrictions and changes in trade regulations; difficulties in developing, staffing and simultaneously managing a large number of foreign operations as...

  • Page 31
    ... needs, financing and operations of our business. We are responsible for the additional costs associated with being an independent, publicly-traded company, including costs related to corporate governance and public reporting. Therefore, our financial statements for the years before 2010 may not be...

  • Page 32
    ... accounting standards, policies, guidance, interpretations or principles; changes in earnings estimates by securities analysts or our ability to meet those estimates; the operating and stock price performance of other comparable companies; overall market fluctuations; changes in laws and regulations...

  • Page 33
    ..., India for technology development, operations and administrative support, and a network operations center. In addition to these properties, we lease approximately 60 facilities for use as corporate offices, sales offices, development centers, data centers and other operations in other locations in...

  • Page 34
    ... on our business, financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. See "Item 1A-Risk Factors-Risks Relating to Our Business-If...

  • Page 35
    ... and low sales prices for the common stock on the New York Stock Exchange since November 24, 2009, the day that our common stock began "when-issued" trading on the NYSE, as reported on the NYSE: High Low 2009 Quarters Ended: December 31, 2009 (since November 24, 2009) 2010 Quarters Ended: March 31...

  • Page 36
    ... Stanley High-Technology index. This graph covers the period from November 24, 2009 (the first day our common stock began "when-issued" trading on the NYSE) through December 31, 2010. * $100 invested on 11/24/09 in stock or index, including reinvestment of dividends. Fiscal year ending December 31...

  • Page 37
    ... financial statements and the accompanying notes thereto, and "Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this Annual Report. Prior to December 9, 2009, the effective date of the spin-off, we were a subsidiary of Time Warner...

  • Page 38
    Table of Contents Years Ended December 31, 2010 ($ in millions, except per share amounts) 2009 (recast) 2008 (recast) 2007 (recast) 2006 (recast) Statement of Operations Data: Revenues: Advertising Subscription Other Total revenues Costs of revenues Operating income (loss) Income (loss) from ...

  • Page 39
    ... to be able to function as an independent, publicly-traded company, including incremental costs related to corporate finance, governance and public reporting. In connection with the spin-off, we entered into transactions with Time Warner that either have not existed historically or that are on terms...

  • Page 40
    ... for services performed by Time Warner. Our Business We are a leading global web services company with an extensive suite of brands and offerings and a substantial worldwide audience. Our business spans online content, products and services that we offer to consumers, publishers and advertisers. We...

  • Page 41
    ...our AOL-brand access subscribers; Our investment in growth areas, such as the local online market; and Our ability to manage our operating cost structure. Current Economic Environment The global economic recession adversely impacted our advertising revenues for the years ended December 31, 2009 and...

  • Page 42
    ... competitive pressures by leveraging social networks to deliver content. Additionally, competition among companies offering content and advertising products, such as demand-side platforms, is intense. Competitors are providing more free products and services, for example, data storage, that may...

  • Page 43
    ... social media. This business was acquired to further our ability to provide high quality advertising content. On December 20, 2010, we completed the acquisition of About.me, Inc. ("About.me"), a company that provides a web service product that empowers people to create a single personal profile page...

  • Page 44
    ... April 2011. The Huffington Post is an innovative, internet source of online news, analysis, commentary and entertainment. This acquisition is expected to enhance our ability to serve our audiences across several platforms, including social, local, video, mobile and tablet. We currently expect cash...

  • Page 45
    ... ICQ, excluding the related income tax benefit, were not material to the Company's consolidated financial statements. Revenue related to ICQ was $17.9 million, $39.1 million and $40.8 million for the years ended December 31, 2010, 2009 and 2008, respectively. Operating income related to ICQ was $10...

  • Page 46
    ...represents on average the number of AOL-brand access subscribers that terminate or cancel our services each month, factoring in new and reactivated subscribers. The domestic AOL-brand access subscriber monthly average churn was 2.6%, 3.4% and 3.6% for the years ended December 31, 2010, 2009 and 2008...

  • Page 47
    ..." when a user clicks on a company's advertisement or other user actions such as product/customer registrations, survey participation, sales leads or product purchases. In addition, agreements with advertisers can include other advertising-related elements such as content sponsorships, exclusivities...

  • Page 48
    ... (in millions): Years Ended December 31, % Change from 2009 to 2010 % Change from 2008 to 2009 2010 2009 2008 AOL Properties: Display Display-domestic Display-international Search and Contextual Total AOL Properties Third Party Network Total advertising revenues 2010 vs. 2009 $ $ 520.4 472...

  • Page 49
    ... revenues through paid textbased search and contextual advertising on AOL Properties provided by Google, which represent a significant percentage of the advertising revenues generated by AOL Properties. For the years ended December 31, 2010, 2009 and 2008, the revenues associated with the Google...

  • Page 50
    ... the years ended December 31, 2010, 2009 and 2008, respectively. We include in our subscriber numbers individuals, households and entities that have provided billing information and completed the registration process sufficiently to allow for an initial log-on to the AOL access service. Individuals...

  • Page 51
    ...presented (in millions): Years Ended December 31, % Change from 2009 to 2010 % Change from 2008 to 2009 2010 2009 2008 Costs of revenues Selling, general and administrative Amortization of intangible assets Amounts related to securities litigation and government investigations, net of recoveries...

  • Page 52
    ... revenue share payments to our publishing partners for the year ended December 31, 2010 as compared to the year ended December 31, 2009. In addition, there were declines from a significant product distribution agreement, whereby payments previously were based on the number of personal computers...

  • Page 53
    ... payments to marketing partners due to the decline in domestic AOL-brand access subscribers and reduced spending due to cost savings initiatives. Further contributing to the decline in selling, general and administrative expenses for the year ended December 31, 2009 as compared to the year ended...

  • Page 54
    ... and government investigations, net of recoveries consist of legal settlement costs and legal and other professional fees incurred by Time Warner prior to the spin-off related to the defense of various securities lawsuits involving us or our or Time Warner's present or former officers and employees...

  • Page 55
    ... amounts for the periods presented (in millions): Years Ended December 31, % Change from 2009 to 2010 % Change from 2008 to 2009 2010 2009 2008 Other income (loss), net Income tax provision (benefit) Discontinued operations, net of tax Other Income (Loss), Net $ 13.4 (178.5) 8.2 $ (2.5) 208...

  • Page 56
    Table of Contents AOL INC. PART II-ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Income Tax Provision (Benefit) We reported a loss from continuing operations before income taxes of $969.2 million for the year ended December 31, 2010. Included in the ...

  • Page 57
    ... financial information prepared and presented in accordance with generally accepted accounting principles (GAAP). The following table presents our reconciliation of Adjusted OIBDA to operating income (in millions): Years Ended December 31, % Change from 2009 to 2010 % Change from 2008 to 2009 2010...

  • Page 58
    ... decline in the number of domestic AOL-brand access subscribers as well as a related projected decline in search and contextual advertising revenues. Growth in cash flows from operations will only be achieved when, and if, the growth in earnings from our online advertising services more than offsets...

  • Page 59
    ... by changes in working capital drove the decline in cash provided by continuing operations. The decrease in cash provided by working capital was due primarily to restructuring costs incurred in 2009 and paid in 2010. Cash provided by continuing operations decreased $30.4 million for the year ended...

  • Page 60
    ...): Years Ended December 31, 2010 2009 2008 Debt repayments Principal payments on capital leases Net contribution from (distribution to) Time Warner Excess tax benefit on equity-based compensation Tax withholdings related to net share settlements of restricted stock units Other Cash provided (used...

  • Page 61
    ... 31, 2010 as compared to the year ended December 31, 2009. This decrease is due to the decline in cash provided by continuing operations, discussed in "Summary Cash Flow Information-Operating Activities" above, partially offset by reduced capital expenditures and product development costs. Free Cash...

  • Page 62
    ... rights to various assets and services to be used in the normal course of operations. For example, we are contractually committed to make certain minimum lease payments for the use of property under operating lease agreements. In accordance with applicable accounting rules, the future rights and...

  • Page 63
    ....0 million related to these payments. See "Note 11" in our accompanying consolidated financial statements for more information. • Purchase obligations, as used herein, refer to a purchase obligation representing an agreement to purchase goods or services that is enforceable and legally binding on...

  • Page 64
    ... accounts of $16.1 million at December 31, 2010. Our exposure to customer credit risk relates primarily to our advertising customers and individual subscribers to our subscription access service, and is dispersed among many different counterparties. No single customer had a receivable balance...

  • Page 65
    ... on a gross basis. During 2010, we earned and reported gross advertising revenues of $335.6 million and incurred costs of revenues of $251.3 million related to providing advertising services on the Third Party Network. Impairment of Goodwill Goodwill is tested annually for impairment during the...

  • Page 66
    ... ICQ operations and we completed the sale of substantially all of our assets of Bebo. In addition, we experienced a significant decline in our stock price in the second quarter of 2010. Based on these events, we determined that it was more likely than not that the fair value of our single reporting...

  • Page 67
    ... in the consolidated financial statements using the asset and liability method prescribed by the accounting guidance for income taxes. Prior to the spin-off, income taxes as presented in the consolidated financial statements represented current and deferred income taxes of Time Warner attributed to...

  • Page 68
    ... to be tax-free, issues related to consideration paid or received and certain financing transactions. Significant judgment is required in assessing and estimating the tax consequences of these transactions. We prepare and file tax returns based on interpretation of tax laws and regulations. In the...

  • Page 69
    ... single online advertising deliverable. The revenue arrangements impacted by the guidance generally consist of arrangements where we are providing online advertising as well as non-advertising elements (i.e., production of a "micro-site"). However, we currently do not enter into a significant number...

  • Page 70
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 66

  • Page 71
    Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of AOL Inc. We have audited the accompanying consolidated balance sheets of AOL Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity and ...

  • Page 72
    ... STATEMENTS OF OPERATIONS (In millions, except per share amounts) Years Ended December 31, 2010 2009 (recast) 2008 (recast) Revenues: Advertising Subscription Other Total revenues Costs of revenues Selling, general and administrative Amortization of intangible assets Amounts related to securities...

  • Page 73
    ... Contents AOL INC. CONSOLIDATED BALANCE SHEETS (In millions, except per share amounts) December 31, 2010 2009 (recast) Assets Current assets: Cash and equivalents Accounts receivable, net of allowances of $16.1 and $31.6, respectively Prepaid expenses and other current assets Deferred income taxes...

  • Page 74
    ... Principal payments on capital leases Net contribution from (distribution to) Time Warner Excess tax benefit on equity-based compensation Tax withholdings related to net share settlements of restricted stock units Other Cash provided (used) by financing activities Effect of exchange rate changes on...

  • Page 75
    ... effective date of the spin-off, AOL's divisional equity was reclassified and allocated between common stock and additional paid-in capital based on the number of shares of AOL common stock issued and outstanding. (c) Under the terms of the Company's tax matters agreement with Time Warner, amounts...

  • Page 76
    ... date for the distribution, received one share of AOL common stock for every eleven shares of Time Warner common stock held. On December 10, 2009, AOL began trading on the New York Stock Exchange as an independent, public company. Basis of Presentation The consolidated financial statements for 2009...

  • Page 77
    ..., publicly-traded company or of the costs expected to be incurred in the future. These allocated expenses relate to various services that were provided to AOL by Time Warner, including cash management and other treasury services, administrative services (such as government relations, tax, employee...

  • Page 78
    ...recognized for the contemporaneous transactions on a net basis. Subscription Revenues The Company earns revenue from its subscription access service in the form of monthly fees paid by subscribers to its dial-up Internet access service, and such revenues are recognized as the service is provided. 74

  • Page 79
    ...FINANCIAL STATEMENTS Traffic Acquisition Costs AOL incurs costs through arrangements in which it acquires online advertising inventory from publishers for resale to advertisers and arrangements whereby partners distribute AOL's free products or services or otherwise direct traffic to AOL Properties...

  • Page 80
    Table of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS exchange for an award of equity instruments based on the grant-date fair value of the award. The cost associated with stock options is estimated using the Black-Scholes option-pricing model. The cost of equity instruments is ...

  • Page 81
    ... trade name intangible assets that were abandoned in 2009. The impairment charge recorded in 2008 related primarily to asset write-offs in connection with facility consolidations. Income Taxes Subsequent to the spin-off, AOL began filing its own U.S. federal consolidated income tax return (beginning...

  • Page 82
    ... Google whereby Google provides paid text-based search advertising and contextual advertising on AOL Properties. For the years ended December 31, 2010, 2009 and 2008, the revenues associated with the Google relationship (substantially all of which were search and contextual revenues generated on AOL...

  • Page 83
    ...are carried at cost, which approximates fair value. Allowance for Doubtful Accounts AOL's receivables consist primarily of two components, receivables from individual subscribers to AOL's subscription access service and receivables from advertising customers. Management performs separate evaluations...

  • Page 84
    ... years ended December 31, 2010, 2009 and 2008, respectively. These costs consist primarily of personnel and related costs that are incurred related to the development of software and user-facing Internet offerings that do not qualify for capitalization. Leases The Company leases operating equipment...

  • Page 85
    ... of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS determined a range of loss, but no amount within the range is a better estimate than any other amount within the range, the Company records the minimum amount of the range of loss as a liability. See "Note 4" for information on...

  • Page 86
    ... Company's consolidated financial statements. NOTE 2-INCOME (LOSS) PER COMMON SHARE Basic income per common share is calculated by dividing net income attributable to AOL common stockholders by the weighted average number of shares of common stock issued and outstanding during the reporting period...

  • Page 87
    ...'s stock price had declined 26% from its closing stock price on April 27, 2010. The Company determined that these events occurring in the second quarter of 2010 constituted substantive changes in circumstances that would more likely than not reduce the fair value of the Company's single reporting...

  • Page 88
    Table of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Based on our annual goodwill impairment analysis performed as of December 1, 2010, we have determined that the estimated fair value of our sole reporting unit exceeded its carrying value by approximately 42%. In determining ...

  • Page 89
    ... due two years after the closing date. This business was acquired to attract and engage more Internet users and drive high volumes of video content production through StudioNow's platform, which, along with market conditions at the time of acquisition, contributed to a purchase price that resulted...

  • Page 90
    ... ability to provide high quality advertising content. On December 20, 2010, the Company completed the acquisition of About.me, Inc. ("About.me"), a company that provides a web service product that empowers people to create a single personal profile page that presents their online identities together...

  • Page 91
    ... of the purchase price to goodwill. The Huffington Post On February 6, 2011, the Company entered into an agreement and a plan of merger with TheHuffingtonPost.com, Inc. ("The Huffington Post"). The Huffington Post is an innovative internet source of online news, commentary, and information. This...

  • Page 92
    ... as discontinued operations. ICQ On July 8, 2010, the Company completed the sale of ICQ for $187.5 million in cash to Digital Sky Technologies Limited, now known as Mail.ru Group Limited ("Mail.ru"). ICQ provides online instant messaging services and products, as well as software related to such...

  • Page 93
    ...Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS developments is $13.6 million to $28 million. Given that no amount within the range of loss appears to be a better estimate as of the date of issuing these financial statements, the Company accrued a loss of $13.6 million, the low end...

  • Page 94
    ... income tax benefit associated with the capital loss generated by the buy.at sale. Financial data for discontinued operations for the years ended December 31, 2010, 2009 and 2008 is as follows (in millions): Years Ended December 31, 2010 2009 2008 Total revenues Pre-tax loss (before loss on sale of...

  • Page 95
    ...Facility was set to expire on December 8, 2010 and the Company did not pay any penalties as a result of the early termination. Time Warner guaranteed all of the Company's obligations under the Revolving Credit Facility, pursuant to a guarantee dated as of December 9, 2009 (the "Time Warner Guarantee...

  • Page 96
    ...of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The components of the provision for income tax expense (benefit) provided on income from continuing operations were as follows (in millions): Years Ended December 31, 2010 2009 (recast) 2008 (recast) U.S. federal: Current Deferred...

  • Page 97
    ... loss carryforwards are subject to statutory annual use limitations. AOL had approximately $1,057.4 million and $771.2 million of net operating loss carryforwards in various state and local jurisdictions as of December 31, 2010 and 2009, respectively. Certain of these state tax losses are subject to...

  • Page 98
    ... deferred tax liability for AOL's investment in these subsidiaries. Accounting for Uncertainty in Income Taxes Changes in unrecognized tax benefits, excluding the related accrual for interest, from January 1 to December 31 are set forth below (in millions): Years Ended December 31, 2010 2009 (recast...

  • Page 99
    ... in Patch Media Corporation ("Patch"), which arose from the acquisition of Patch on June 10, 2009. See "Note 13" for additional information on this transaction. Under the terms of the Company's tax matters agreement with Time Warner, amounts payable or receivable to Time Warner prior to the spin-off...

  • Page 100
    ... and Restated 2010 Stock Incentive Plan, or "2010 SIP", stock options are granted to employees, advisors and nonemployee directors of AOL with exercise prices equal to the quoted market value of the common stock at the date of grant. Generally, the stock options vest ratably over a four year vesting...

  • Page 101
    Table of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Time Warner common stock to AOL employees. Options had been granted to employees of AOL with exercise prices equal to the fair market value of the underlying common stock at the date of grant. Generally, the stock options ...

  • Page 102
    ... of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AOL Stock Options The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value AOL stock options at their grant date: Years Ended December 31, 2010 2009 Expected...

  • Page 103
    ... shares vested during the year ended December 31, 2010 was $8.5 million. Time Warner Stock Options The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value Time Warner stock options at their grant date. Years Ended December 31, 2009...

  • Page 104
    ... of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Time Warner received cash from the exercise of Time Warner stock options by AOL employees totaling $13.0 million and $90.9 million for the years ended December 31, 2009 and 2008, respectively. The tax benefits realized by AOL from...

  • Page 105
    Table of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS A summary of AOL's restructuring activity for the years ended December 31, 2010, 2009 and 2008 is as follows (in millions): Employee Terminations Other Exit Costs Total Liability at December 31, 2007 2008 restructuring ...

  • Page 106
    ... material to AOL. Time Warner managed the foreign currency transactions directly and entered into foreign currency purchase and sale transactions directly with counterparties and allocated costs to AOL related to these transactions. For the years ended December 31, 2009 and 2008, AOL recognized net...

  • Page 107
    Table of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS California and included in the above table are approximately $46.8 million of payments associated with this property. AOL has leased this space for a non-cancelable initial lease term that ends in June 2017 with no renewal ...

  • Page 108
    ...receive, during 2010, AOL issued to Polar Capital 194,857 shares of AOL common stock. The results of operations of Patch have been included in the Company's consolidated financial statements from the date of acquisition, and were not material to the Company's consolidated results for the years ended...

  • Page 109
    ...statements, and AOL does not expect to incur any future costs associated with transition services from Time Warner. Tax Matters Agreements In connection with Google's investment in the Company in 2006, AOL entered into a tax matters agreement with Time Warner governing AOL's inclusion in Time Warner...

  • Page 110
    ... or any income associated with this guarantee in its financial statements. Subsequent to the spin-off, AOL and its subsidiaries no longer guarantee any debt issued by Time Warner or its subsidiaries. In 2007, in connection with a lease of office space in New York City that the Company entered into...

  • Page 111
    ..., AOL provides online distribution to TMZ for a fee. In addition, AOL provides hosting services to TMZ under the Master Services Agreement for ATDN and Hosting Services between Time Warner and AOL. This amended Memorandum of Understanding terminated on December 9, 2010. The financial results related...

  • Page 112
    ... determined that the Company has one segment. NOTE 15-SELECTED QUARTERLY FINANCIAL DATA (Unaudited) Quarter Ended March 31, (recast) June 30, (recast) September 30, (recast) December 31, 2010 Revenues: Advertising Subscription Other Total revenues Costs of revenues (a) Operating income (loss) Net...

  • Page 113
    ...of Contents AOL INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS $106.3 million for the quarters ended March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009, respectively. Operating income includes $4.8 million, $6.0 million, $6.6 million and $7.2 million for the quarters ended...

  • Page 114
    Table of Contents AOL Inc. SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2008, 2009 and 2010 (In millions) Balance at Beginning of Year Additions Charged to Costs and Expenses Allowance for Doubtful Accounts Deductions Balance at End of Year 2008 2009 2010 $ $ $ 30.7 ...

  • Page 115
    Table of Contents ITEM 9. None. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 111

  • Page 116
    ...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...

  • Page 117
    ... Public Company Accounting Oversight Board, the consolidated balance sheets of AOL Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity, and cash flows for each of the three years in the period ended December 31, 2010 of AOL Inc. and our report dated...

  • Page 118
    Table of Contents ITEM 9B. None. OTHER INFORMATION 114

  • Page 119
    ... to our Proxy Statement to be filed in connection with the 2011 Annual Meeting of Stockholders. We have adopted a Code of Ethics for Our Senior Executive and Senior Financial Officers. A copy of the Code is publicly available on our website at http://corp.aol.com/corporate-policy. Amendments to the...

  • Page 120
    ... of Contents AOL Inc. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The Financial Statements listed in the Index to Consolidated Financial Statements and Supplementary Data, filed as part of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedule...

  • Page 121
    ...substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said...

  • Page 122
    Table of Contents AOL INC. SIGNATURES Signature Title Date /s/ /s/ /s/ /s/ PATRICIA E. MITCHELL Patricia E. Mitchell MICHAEL K. POWELL Michael K. Powell FREDRIC G. REYNOLDS Fredric G. Reynolds JAMES R. STENGEL James R. Stengel Director Director Director Director 118 February 25, 2011 February ...

  • Page 123
    ... Agreement between AOL Inc. and Time Warner Inc., dated November 16, 2009 (incorporated herein by reference to Exhibit 2.1 to the Registrant's Amendment No. 5 to Form 10 dated November 16, 2009). Securities Purchase Agreement between AOL Inc. and Digital Sky Technologies Limited dated April 28, 2010...

  • Page 124
    ...).** Form of Restricted Stock Units Agreement between AOL Inc. and Timothy Armstrong, dated January 4, 2010 (incorporated herein by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K dated December 22, 2009).** Employment Agreement among AOL LLC, Time Warner Inc. and Timothy...

  • Page 125
    ... dated November 6, 2009).* Letter Agreement related to the Level 3 ADS, dated September 29, 2009 (incorporated herein by reference to Exhibit 10.67 to the Registrant's Amendment No. 3 to Form 10 dated November 6, 2009).* Amended and Restated Interactive Marketing Agreement between AOL LLC and Google...

  • Page 126
    ...Contents AOL INC. EXHIBIT INDEX Exhibit Number Description 10.43 10.44 10.45 10.46 10.47 10.48 10.49 10.50 10.51 10.52 10.53 10.54 10.55 10.56 10.57 10.58 10.59 10.60 10.61 First Amendment to the IMA, dated...to Form 10 dated November 6, 2009).* Seventeenth Amendment to the IMA, dated February 29, ...

  • Page 127
    ...15, 2010.* Network Services Agreement between AOL LLC and MCI Communications Services, Inc., a subsidiary of Verizon Communications Inc., dated January 1, 2004 (the "Verizon NSA") (incorporated herein by reference to Exhibit 10.47 to the Registrant's Amendment No. 3 to Form 10 dated November 6, 2009...

  • Page 128
    ... Agreement between AOL Inc., Polar Capital Group, LLC and Polar News Company, LLC, dated July 16, 2010 (incorporated herein by reference to Exhibit 10.3 to the Registrant's Form 10-Q dated November 3, 2010). Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm...

  • Page 129
    Exhibit 2.3 EXECUTION COPY AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BY AND BETWEEN AOL INC., A DELAWARE CORPORATION AS SELLER AND RT PACIFIC BLVD, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS PURCHASER OCTOBER 29, 2010 PROPERTY LOCATED AT: 22110, 22260, 22265, 22270 AND 22275 PACIFIC ...

  • Page 130
    ...PROPERTY This Agreement for Purchase and Sale of Real Property (this "Agreement") is made and entered into as of the 29th day of October, 2010 (the "Effective Date") by and between AOL Inc., a Delaware corporation ("Seller"), and RT Pacific Blvd, LLC, a Delaware limited liability company ("Purchaser...

  • Page 131
    ... located at 22265 Pacific Boulevard ("CC6") (collectively, the "Pedestrian Overpasses"). Seller is currently a party to that certain "Agreement for Maintenance of a Pedestrian Overpass within the Public Right of Way" dated October 23, 2009 (the "AOL/County Agreement") between Seller and the Board...

  • Page 132
    ... cost and expense, work together to replace the portion of the AOL/County Agreement that relates to the CC4/CC6 Overpass with a new separate agreement by and between Purchaser and the County setting forth the Purchaser's responsibilities and financial obligations, including posting security required...

  • Page 133
    ...and/or the Department and/or such other governmental or quasi-governmental agencies, including the Broad Run Business Center Architectural Review Board. The costs of such removal shall be shared equally between Seller and Purchaser. This Section 1.3.3 shall survive Closing. 1.3.4 Pedestrian Overpass...

  • Page 134
    ... is attached hereto as Exhibit E, was recorded on October 6, 2010 as Document Number 20101006-0062049. Broad Run Business Center Easement Agreements. Purchaser acknowledges that there are certain cables, fiber, data lines/connections and other equipment on the Property that benefit Seller's property...

  • Page 135
    ... County of the plat, plans and profiles of the subdivision known as "America Online Creative Center 8" (collectively, the "CC7/CC8 Agreements"). Immediately upon the Effective Date, the parties will diligently and in good faith, and at each party's sole cost and expense, work together to replace the...

  • Page 136
    ...to the Closing Date, Purchaser shall file all such paperwork and applications that are required to obtain from the Virginia Department of ...Plat for Lot 41A22, Phase 1, Broad Run Business Center", recorded as Instrument No. 20040607-0057306, attached to the Deed of Subdivision and Easement ...

  • Page 137
    ... Purchase Price shall be allocated to tangible personal property for the purpose of calculating sales and use taxes owed in connection with the transaction contemplated hereunder. Seller shall determine such allocation in good faith prior to Closing in accordance with Generally Accepted Accounting...

  • Page 138
    ... the taxpayer identification number provided to Escrow Agent and used to establish the Escrow Account. The interest from such Deposit shall accrue for the benefit of Purchaser, unless the Deposit is paid to Seller pursuant to a default of this Agreement by Purchaser. Any and all payments made by the...

  • Page 139
    on the Closing Date (as defined below) and credited against the Purchase Price. 3.1.5 Other Disposition of Deposit. If Seller delivers a written notice to Escrow Agent indicating that this Agreement has been terminated and requesting release of the Deposit to Seller ("Seller Disbursement Notice"), ...

  • Page 140
    ... notice of, or demand with respect to, any waiver, modification, amendment, termination, cancellation, decision or supersession of this Agreement, unless the same shall be in writing and signed by the parties hereto and in fact received by the Escrow Agent. In the event of any controversy or dispute...

  • Page 141
    ...materially changes the Escrow Agent's duties or obligations under this Agreement. ARTICLE 4 INVESTIGATIONS 4.1 Due Diligence Materials. Seller has previously made available for Purchaser's inspection the items listed on Schedule 4.1 attached hereto (to extent that Seller or Seller's property manager...

  • Page 142
    ... as an annual aggregate. The Commercial General Liability policy should include coverage for premises and operations, products and completed operations, broad form property damage and blanket contractual liability. All coverage shall be provided by insurance companies with a current Best's Rating...

  • Page 143
    ... encumbrances being filed or recorded against the Property, and Purchaser, at its sole cost and expense, shall promptly discharge of record any such lien or encumbrances that are so filed or recorded (including, without limitation, liens for services, labor or materials; provided, however, nothing...

  • Page 144
    ...this Agreement, Purchaser waives its right to recover from, and forever releases and discharges, and covenants not to sue Seller, Seller's affiliates, Seller's property manager, any lender to Seller, the partners, trustees, shareholders, controlling persons, directors, officers, attorneys, employees...

  • Page 145
    ...the avoidance of doubt, Purchaser shall be deemed to have "actual knowledge" of (a) the information set forth in any materials in the "Pacific Corporate Park" due diligence site at www.cbremarketplace.com on the day prior to the Effective Date, (b) the Site Plan entitled America Online, Inc. CC4/CC6...

  • Page 146
    ... interest, fees and costs. Notwithstanding anything set forth to the contrary in this Agreement, prior to the Closing Date, Seller shall discharge, remove or post a bond for the Judgment Liens to enable the Title Company to issue a title policy to Purchaser for the Property without an exception for...

  • Page 147
    ...have a material adverse effect on Purchaser's ownership or operation of the Property. 5.1.2 Performance. Seller shall have performed, or tendered performance of, all agreements and covenants required by this Agreement to be performed by it prior to or at the Closing Date in all material respects. 18

  • Page 148
    ... Broad Run Business Center Property Association in the form of Exhibit P attached hereto. 5.1.9 Property Management Agreement. Any property management agreement affecting the Property has been terminated by Seller without cost to Purchaser; 5.1.10 Title. All of the requirements of Seller set forth...

  • Page 149
    ... respects, unless waived by Seller in writing. If the conditions set forth above are not satisfied in all material respects or waived by Seller on or prior to the Closing Date, Seller may, in its sole discretion, terminate this Agreement by written notice to Purchaser, whereupon the parties shall be...

  • Page 150
    ... a default under, any contract, agreement, instrument or obligation to which Seller is a party or by which Seller is bound and which relates to the Property, or (iv) to Seller's knowledge, violate or conflict with any law applicable to Seller; as used in this Section 6.1.4, "material respect...

  • Page 151
    ... related to the ownership and operation of the Property in effect after the Closing Date (collectively, the "Service Contracts"); except for any service, maintenance or other contracts that the Tenants have entered into and the TCG Agreement (as defined in Section 6.3.3). 6.1.8 Foreign Person...

  • Page 152
    ... Offer. Seller notified Raytheon in writing on August 18, 2010 of the price at which Seller intends to market the Property, together with the other material terms and conditions of such listing. Thirty (30) days thereafter, on September 17, 2010, Seller received an e-mail from Raytheon stating that...

  • Page 153
    ... Authority as may be in effect from time to time applicable to the Property; (ii) "Environmental Laws" shall mean all Applicable Laws relating to the protection or pollution of the environment, including without limitation the Comprehensive Environmental Response Compensation and Liability...

  • Page 154
    ... the Closing Date (the "Contract Period"), Seller shall (i) maintain in full force and effect all of the insurance policies and coverages currently in effect with respect to the Property; (ii) operate, manage and maintain the Property, including without limitation, the building systems, software...

  • Page 155
    ... Lease"). 6.4 Estoppel Certificates. 6.4.1 Seller shall use its commercially reasonable efforts (without incurring any additional expense) to obtain and deliver to Purchaser prior to the Closing Date a statement in writing from Raytheon in the form attached hereto as Exhibit I-1 for the 22110 Lease...

  • Page 156
    ... the "Seller's Closing Deliveries"): 7.2.1 The Deed; 7.2.2 The Closing Statement (as defined in Section 7.6.7); 7.2.3 A Bill of Sale and Assignment of Intangible Property in the form attached hereto as Exhibit K transferring the Personal Property and Intangible Property to Purchaser (the "Assignment...

  • Page 157
    ... as of the Closing Date would not reasonably be expected to have a material adverse effect on Purchaser's ownership or operation of the Property, and disclosing any events or circumstances that would cause Seller to have to modify the Seller's representations and warranties set forth in Section...

  • Page 158
    ... by law or local custom or otherwise reasonably required by the other party to effect the transaction contemplated by this Agreement. 7.5 Closing. The Title Company shall close escrow on or before the scheduled Closing Date when and if it has received all of the documents and funds listed in Section...

  • Page 159
    ...the sale of tangible Personal Property to Purchaser, including interest and any penalties thereon, applicable to or incurred in connection with the transactions contemplated by this Agreement. Seller shall be responsible for remitting the payment for sales and use taxes to the Virginia Department of...

  • Page 160
    ... borne by Seller, including any and all costs associated with transferring letters of credit. 7.6.7 Allocation and Payment. Seller shall be responsible for all expenses allocable to the period ending on the day prior to the Closing Date, and Purchaser shall be responsible for all expenses (including...

  • Page 161
    ... the Closing Date after deducting therefrom Seller's pro rata share of attorneys fees and collection costs incurred in connection with obtaining such tax refunds, calculated on the basis of the number of days during the period for which such refund was issued that Seller and Purchaser, respectively...

  • Page 162
    ... not limited to, any environmental site assessment of the Property, (v) costs incurred in association with Purchaser's financing of the transaction, (vi) Purchaser's brokerage fees, legal fees and costs incurred in connection with the contemplated transaction; (vii) Purchaser's share of prorations...

  • Page 163
    ... of Documents and Information. If either party terminates this Agreement pursuant to this Article 8, Purchaser shall return to Seller any documents, reports or other information pertaining to the Property provided to or produced by or on behalf of Purchaser in connection with this Agreement no later...

  • Page 164
    ... or warranty under Section 6.1 of this Agreement, Seller's liability for such breach shall survive only for claims asserted by Purchaser against Seller and received in writing by Seller from Purchaser prior to the expiration of nine (9) months from the Closing Date, and after such nine (9) month...

  • Page 165
    ... in writing of the price at which Seller intends to market the Property, together with the other material terms and conditions of such listing. If Raytheon desires to purchase the Property in accordance with the terms set forth in such notice from Seller, Raytheon is required to provide Seller...

  • Page 166
    this Agreement does not occur within twelve (12) months after August 18, 2010 (the date Seller notified Raytheon in writing of the price at which Seller intends to market the Property, together with the other material terms and conditions of such listing), or (b) the purchase price and other ...

  • Page 167
    ... additional person or persons or an additional address or addresses, for its notices, but notice of a change of address shall only be effective upon receipt. Seller and Purchaser each agree that it will not refuse or reject delivery of any notice given hereunder, that it will acknowledge, in writing...

  • Page 168
    ... all costs of enforcement and/or collection of any judgment or other relief. 10.7 No Deductions or Off-Sets. Purchaser acknowledges that the Purchase Price to be paid for the Property pursuant to this Agreement is a net amount and shall not be subject to any off-sets or deductions except as provided...

  • Page 169
    ... (CC7/CC8/Bonds Pertaining to the Property), from and after the date of such assignment or designation. Subject to the limitations on assignment expressed in this Section 10.8, this Agreement shall be binding upon, and inure to the benefit of, Purchaser and Seller and their respective successors and...

  • Page 170
    ... Seller to Purchaser, along with any information, reports, statements, and other documents previously delivered to Purchaser by Seller, and all other documents which are the work product of Purchaser and/or Purchaser's Representatives relating to the Property, including, without limitation, any due...

  • Page 171
    ..., statute, rule, regulation, regulatory authority requirement or request, (iii) disclose information in order to enforce any rights or remedies of it under this Agreement or (iv) use information independently developed by any employee, agent or consultant of Purchaser who did not have access to the...

  • Page 172
    ... from or in any way relating to this Agreement; and, (ii) in no event shall either party seek satisfaction for any obligation from any of the other party's partners, shareholders, members, managers, officers, directors, trustees, beneficiaries, employees, agents, legal representatives, successors or...

  • Page 173
    ... this Agreement as of the Effective Date first written above: SELLER: AOL INC., A DELAWARE CORPORATION By: /s/ Arthur Minson Name: Arthur Minson Executive Vice President and Chief Financial and Administrative Officer Title: PURCHASER: RT PACIFIC BLVD, LLC, A DELAWARE LIMITED LIABILITY COMPANY By...

  • Page 174
    ...Escrow Agent has received an original, fully executed counterpart of this Agreement this 29th day of October, 2010, and by execution hereof the Escrow Agent covenants and agrees to be bound by the terms of this Agreement. Escrow Agent: Commonwealth Land Title Insurance Company By /s/ David P. Nelson...

  • Page 175
    ... G EXHIBIT H EXHIBIT I-1 EXHIBIT 1-2 EXHIBIT J EXHIBIT K EXHIBIT L EXHIBIT M EXHIBIT N EXHIBIT O EXHIBIT P LEGAL DESCRIPTION OF THE PROPERTY LIST OF EXCLUDED PERSONAL PROPERTY FORM OF CC1/CC3 INITIAL AGREEMENT FORM OF CC4/CC6 INITIAL AGREEMENT BOUNDARY LINE ADJUSTMENT PLAT FORM OF BROADRUN EASEMENT...

  • Page 176
    Exhibit 10.9 Share Retention Version December 2010 AOL INC. NON-QUALIFIED STOCK OPTION AGREEMENT WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and WHEREAS, the Committee has determined that it ...

  • Page 177
    ... of this Agreement. 2. Grant of Option. The Company hereby grants to the Participant the right and option (the "Option") to purchase, on the terms and conditions hereinafter set forth, the number of Shares set forth on the Notice, subject to adjustment as set forth in the Plan. The purchase price of...

  • Page 178
    ...or due to a termination of the Optionee's Employment prior to the Expiration Date, is a Saturday, Sunday or other day that is not a trading day on the New York Stock Exchange (the "NYSE") or, if the Company's Shares are not then listed on the NYSE, such other stock exchange or trading system that is...

  • Page 179
    ... agreement between the Company or any of its Affiliates and the Participant includes a right of the Participant to resign for Good Reason), the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of such termination...

  • Page 180
    ...shall specify the number of Shares for which the Option is being exercised, shall be signed (whether or not in electronic form) by the person exercising the Option and shall make provision for the payment of the Option Price. Payment of the aggregate Option Price shall be paid to the Company, at the...

  • Page 181
    ...'s participation in the Plan. Participant understands that the following personal information is required for the above named purposes: his/her name, home address and telephone number, office address (including department and employing entity) and telephone number, e-mail address, date of birth,

  • Page 182
    ...the time of grant, work location country, system employee ID, employee local ID, employment status (including international status code), supervisor (if applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination date and reason, tax payer's identification number...

  • Page 183
    ... the Company's annual report to stockholders and proxy statement related to its annual meeting of stockholders (which become available each year approximately three months after the end of the calendar year), and the Participant consents to receive such documents electronically through the Internet...

  • Page 184
    ...is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, ... that this Agreement may not be enforced in or by such court. Each of the parties hereto hereby consents to service of process by mail at its address to which ...

  • Page 185
    ... the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. a) "Cause" means, "Cause" as defined in an employment agreement between the Company or any of its Affiliates...

  • Page 186
    ..." or "Participant" in the Plan. "Plan" means the AOL Inc. 2010 Stock Incentive Plan, as the same may be amended, supplemented or modified from time to time. "Shares" means shares of Common Stock of the Company. "Vesting Date" means each vesting date set forth in the Notice. e) f) g) h) 2. Grant...

  • Page 187
    ..., the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. Section 409A. Notwithstanding anything else contained in this Agreement, no Shares shall be issued or transferred to a Participant before the first date on which a payment could be made without...

  • Page 188
    ...vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the...

  • Page 189
    ... of such reduction shall be applied against any cash or any shares of stock of the Company or any other securities or property to which the Participant would otherwise have been entitled under this Agreement or under any such other Payments, and whether to waive the right to the acceleration of the...

  • Page 190
    ... required withholding tax associated with a vesting with Shares to be received upon vesting. Unless the Company shall permit another valuation method to be elected by the Participant, Shares used to pay any required withholding taxes shall be valued at the closing price of a Share as reported on the...

  • Page 191
    ... prescribe, amend and rescind rules relating thereto and to make all other determinations in connection with the administration of the Plan. The Board or the Committee may from time to time modify or amend this Agreement in accordance with the provisions of the Plan, provided that no such amendment...

  • Page 192
    ...: his/her name, home address and telephone number, office address (including department and employing entity) and telephone number, e-mail address, date of birth, citizenship, country of residence at the time of grant, work location country, system employee ID, employee local ID, employment status...

  • Page 193
    ... Committee may deem reasonably advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable federal or state laws and the Company's Articles of Incorporation and Bylaws, and...

  • Page 194
    ..., Warranties and Agreements Relating to Securities Laws. As a condition to the Company's issuance or transfer to the Participant of any Shares in settlement of its obligations herein, the Participant will make or enter into such written representations, warranties and agreements as the Committee...

  • Page 195
    ...address at 770 Broadway, New York, New York 10003, and ALEXANDER GOUNARES ("Employee"). WHEREAS, Company desires to retain the services of Employee as an Executive Vice President and the Chief Technology Officer of Company; and WHEREAS, Company and Employee desire to enter into this Agreement to set...

  • Page 196
    ..., and upon this Agreement becoming effective and Employee commencing employment with the Company, Employee is entitled to receive during the 2010 calendar year, the following payments, which in the aggregate shall equal $2,000,000: a. A payment to the Employee representing the purchase price for the...

  • Page 197
    ... associated therewith. d. The payments provided by paragraphs 4.B(i)(a), 4.B(i)(b) and 4.B(i)(c) herein will be paid in calendar year 2010 no later than the earlier of (i) the second pay period following the date on which the valuation described in paragraph 4.,B(i)(a) is completed by the Company...

  • Page 198
    ...such date of termination. (v) All equity awards shall be subject to approval by the Compensation Committee of the Company's Board of Directors and the terms and conditions of the applicable equity award agreement and the Company's applicable equity-based incentive compensation plan. E. Benefit Plans...

  • Page 199
    ...for the calendar year ending prior to Employee's termination ("Prior Year") payable at the same rate that continuing employees receive their Bonus payment, less applicable tax withholdings, but in no event to exceed 100% of Employee's target payout; provided that (i) Company pays a Bonus to eligible...

  • Page 200
    ... or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (viii) Employee shall not be entitled to notice and severance under any policy or plan of Company (the payments set forth...

  • Page 201
    ..., to pay a Bonus payment, prorated through the effective date of the termination of Employee's employment and (iv) with respect to any rights or benefits Employee may have pursuant to any insurance, benefit or other applicable plan of the Company, but Employee shall not be entitled to receive any...

  • Page 202
    ... terminated by the Company without Cause. As used herein, "Good Reason" means: (i) Employee no longer reports to the CEO; (ii) a relocation of the Employee's principal office at the Company to a location which is more than 50 miles from its location as of the date of this Agreement without Employee...

  • Page 203
    ... Company or any director, officer, employee, shareholder, agent, representative, consultant, client, or vendor of Company. 9. Arbitration. Except as provided in paragraph 10.B. herein or as otherwise excluded herein, any dispute or controversy arising under or relating to this Agreement and Employee...

  • Page 204
    ... and addressed as follows: The Company: AOL Inc. 700 Broadway New York, NY 10003 Attn: General Counsel Employee: At the address (or to the facsimile number) shown on the records of the Company Addresses may be changed by notice in writing signed by the addressee. G. Amendment. This Agreement may...

  • Page 205
    ...at the time of Employee's separation from service from Company, Employee is a "specified employee" as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation...

  • Page 206
    ... reimbursements or in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). D. The Company shall consult with Employee in good faith regarding the implementation of the provisions of this section; provided that neither the Company nor any of its...

  • Page 207
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. AOL INC. By: /s/ David Harmon Name: David Harmon Title: Executive Vice-President Human Resources & Corporate Services ALEXANDER GOUNARES /s/ Alexander Gounares 13

  • Page 208
    ... those options and the stock options plans, agreements, and notices under which such options were granted, or claims related to the enforcement of the Agreement. Additionally, nothing in this Release and Waiver waives or limits my right to file a charge with, provide information. to or cooperate in...

  • Page 209
    ..., wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which I may have been entitled and that no other remuneration or benefits are due to me, except the benefits I will receive under paragraph 5.A. of my Agreement effective May 13, 2010. I affirm that I have...

  • Page 210
    ...by the Board of Directors of Company or such other person as she or the Company may designate, which duties and authority shall be consistent, and those normally associated, with Employee's position, and agrees to abide by all Company by-laws, policies, practices, procedures, or rules, including the...

  • Page 211
    ... approved in writing by the Company's Chief Compliance Officer. 4. Compensation and Benefits. A. Base Salary. During the Employment Term, Company shall pay Employee a base salary at the rate of no less than $18,750.00 semi-monthly, less applicable withholdings, which is $450,000 on an annual basis...

  • Page 212
    ... whole share). The grant date of the Stock Options and RSUs provided by this subsection shall be at the earliest date in 2010 on which Company may make equity grants to its employees in compliance with federal and state securities laws, including, without limitation, insider trading restrictions...

  • Page 213
    ... receive their Bonus payment, less applicable tax withholdings, but in no event to exceed 100% of your target payout; provided that (i) Company pays a Bonus to eligible employees under Company's ABP for the Prior Year, (ii) such Bonus has not already been paid to you at the time of termination...

  • Page 214
    ... or Company from making truthful statements when required by law, court order, subpoena, or the like, to a governmental agency or body or in connection with any legal proceeding. (viii) Employee shall not be entitled to notice and severance under any policy or plan of Company (the payments set forth...

  • Page 215
    ..., less tax withholdings, which will be paid within 60 days of the effective date of termination and (iii) with respect to any rights or benefits you may have pursuant to any insurance, benefit or other applicable plan of the Company, but you will not be entitled to receive any other bonus payments...

  • Page 216
    ... terminated by the Company without Cause. As used herein, "Good Reason" means: (i) Employee no longer reports to the CEO; (ii) a relocation of the Employee's principal office at the Company to a location which is more than 50 miles from its location as of the date of this Agreement without Employee...

  • Page 217
    ...Company Property. All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to Company's business that Employee shall prepare or receive from Company shall remain Company's sole and exclusive property. Upon termination of this Agreement...

  • Page 218
    ... by first class, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: The Company: AOL Inc. 770 Broadway New York, NY 10003 Attn: General Counsel Employee: At the address (or to the facsimile number) shown on the records...

  • Page 219
    ... may be changed by notice in writing signed by the addressee. G. Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms or covenants hereof may be waived, only by a written instrument executed by Employee and AOL's Chief Executive Officer or the...

  • Page 220
    ...at the time of Employee's separation from service from Company, Employee is a "specified employee" as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of the payment of such amounts on account of such separation...

  • Page 221
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. AOL INC. By: /s/ David Harmon Name: David Harmon Title: Executive Vice-President Human Resources & Corporate Services JULIE JACOBS /s/ Julie Jacobs 12

  • Page 222
    ...of those options and the stock options plans, agreements, and notices under which such options were granted, or claims related to the enforcement of the Agreement. Additionally, nothing in this Release and Waiver waives or limits my right to file a charge with, provide information to or cooperate in...

  • Page 223
    ..., wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which I may have been entitled and that no other remuneration or benefits are due to me, except the benefits I will receive under paragraph 5.A of my Agreement dated June 11, 2010. I affirm that I have had...

  • Page 224
    ...the Company's standard separation agreement which contains, among other obligations, a valid release of all claims against the Company, you shall be entitled to receive any remaining, unpaid Bonus Payment under the Retention Bonus Program. Prior to the end of the Bonus Period, if AOL terminates your...

  • Page 225
    ... less applicable withholdings, on your next regularly scheduled pay date following the end of the Bonus Period, unless local law requires that it be paid sooner. If AOL terminates your employment without cause as referenced in paragraph 2(a)(i) above, AOL will pay any remaining, unpaid Bonus Payment...

  • Page 226
    ... version of the Company's Confidentiality, Non-competition and Proprietary Rights Agreement (the "CNPR Agreement") which is incorporated herein by reference. In addition, you agree not to make any disparaging or untruthful remarks or statements about the Company, its officers, directors, employees...

  • Page 227
    ... high and low price of a share of Time Warner Inc. common stock on the Spin-Off Date on 12/9). As long as you are an active employee in good standing on the payment dates, you will receive a cash payment based on the following: Percent of Total Forfeited RSU Value Payment Date: Your Award Amount...

  • Page 228
    ... employees who forfeited Time Warner Inc. restricted stock units ("RSUs") upon the Spin-Off by making cash payments to each such employee and to provide meaningful incentives for such employees to stay committed and productive during this time of major organizational change. This letter sets...

  • Page 229
    ... version of the Company's Confidentiality, Non-competition and Proprietary Rights Agreement (the "CNPR Agreement"), which is incorporated herein by reference. In addition, you agree not to make any disparaging or untruthful remarks or statements about the Company, its officers, directors, employees...

  • Page 230
    .... The Company reserves the right to change your Separation Date, but will notify you in writing of any change. If you obtain other employment with AOL within thirty days of your Separation Date, you will not be eligible to receive any of the benefits set forth in this Separation Agreement, unless...

  • Page 231
    ..., trade secrets, customer lists or product marketing associated with the Company's business and any other information deemed proprietary or confidential in accordance with Company policies or the Company's Confidential Information, NonCompetition and Proprietary Rights Agreement (the "CNPR Agreement...

  • Page 232
    ...to your Separation Date. This payment will be paid in a lump sum at the same time that continuing employees receive their ABP payment for 2010. This payment will not be eligible for deferrals in the Company's 401(k) plan. c. Subject to the terms of Paragraph 16 of your Employment Agreement, you will...

  • Page 233
    .... Additionally, nothing in this Separation Agreement waives or limits your right to file a charge with, provide information to or cooperate in any investigation of or proceeding brought by a government agency (though you acknowledge you are not entitled to recover money or other relief with respect...

  • Page 234
    ... or process. You further agree that this Separation Agreement is not admissible in any proceeding except one to enforce the terms of this Separation Agreement. 12. You agree not to make any disparaging or untruthful remarks or statements about the Company, its officers, directors, employees or...

  • Page 235
    ... days from the date you received this Separation Agreement in which to sign and return the Separation Agreement, although you may, at your discretion, knowingly and voluntarily, sign and return the Separation Agreement at any earlier time after your Separation Date; (5) that at any time within seven...

  • Page 236
    ... Agreement carefully with legal or other personal advisors of my own choice; I understand that by signing this Separation Agreement I am releasing the Company of all claims against it; I have read this Separation Agreement and understand its terms; I have been given a reasonable period of time...

  • Page 237
    ... Agreement effective as of April 1, 2010 (the "Twenty-Sixth Amendment"), that TwentySeventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of May 1, 2010 (the "Twenty-Seventy Amendment"), that Twenty-Eighth Amendment to Amended 1 Google Confidential [Legal Department...

  • Page 238
    ... to end users in the United States. For the avoidance of doubt, AOL Websites expressly exclude any [****] or [****] versions of a website. Existing AOL Client Applications. Existing AOL Client Applications are Client Applications existing as of the Thirtieth Amendment Effective Date, as listed in...

  • Page 239
    ... Effective Date. For clarity, each AOL Client application listed under "List of [****] AOL Client Applications" in Section 3 of Exhibit A attached hereto that is [****] will be [****] as required under the new Section 14(b) (iii) of the Agreement as set forth in Section 5 (Client Applications) of...

  • Page 240
    ... [****] AOL Websites and [****] AOL Client Applications. 12.1 New [****] AOL Properties Process. With prior written notice to Google (which will set forth the name of the[****] ) and without Google's consent, in accordance with the terms and conditions of the Agreement, including, without limitation...

  • Page 241
    ... this Section; or (2) brought by a Third Party [****] against Google relating to or under this Agreement. f. Google is not required to provide any support services, either directly or indirectly (e.g., through AOL), to any [****]. 5. Client Applications. The following new sections will be added to...

  • Page 242
    ...moving the location of several buttons, and changing the color schemes and skins available to end users. [****]: AOL updates from version 7.2 of the AIM client application to version 7.3 of the AIM client application, [****] within the installation path that describes the [****] the AIM® Buddy List...

  • Page 243
    ...by an end user into (a) a search box on any Covered Property or (b) the [****], including [****] within the [****] Client Application, the [****] Client Application and the [****] Client Application (so long as [****] and the [****] is set to [****]) (ii) that is sent by AOL to Google for processing...

  • Page 244
    ... the features currently called [****]) that are not Queries. The following new sections will be added to the Existing Agreement as Section 15: 15.1 [****] Queries. For [****] during the Renewal Term, if AOL sends to Google for processing under the Google Sponsored Advertising Service (a) a number of...

  • Page 245
    ... not send the same [****] Search Query to Google for processing for search results and for the Content Targeted Advertising Service simultaneously. [****] Query Implementation. During the Renewal Term, if AOL [****] a type of [****] Query [****] this Section 15, AOL will provide to Google in writing...

  • Page 246
    ...with respect to any given Year the "Annual [****] Payment"). Google shall pay to AOL each Annual [****] Payment as follows: (a) First Quarter [****] Payment for such [****] Year = [****] Percent ([****]%) of [****] AOL Share which is due on August 17 of the current Year; provided, however, the First...

  • Page 247
    ...no [****] Payment and Google shall pay to AOL within days following the expiration of the Term the actual Revenue Share Percentage generated in the Last Quarter. "AOL Properties" as used in connection with this Section 5.1 only, means the AOL Service, AOL.com, the CompuServe Service, CompuServe.com...

  • Page 248
    ... one calendar year to the next. (a) If AOL has issued a public statement announcing a pending Change of Control transaction, Google shall not add the entities included in that announcement as the potential Change of Control partner(s) to the Listed Companies list for [****] after AOL's announcement...

  • Page 249
    ... the Advertising.com network) and through other relationships with third party web sites. For purposes of this section only, the "AOL Network" shall mean an online network that is comprised of a variety of websites, portals and services including the AOL service, low cost ISP services, AOL.com, AIM...

  • Page 250
    ... conditions that govern Google's provision of an Additional Ad Format to AOL. (d) AdWords Ad Formats. Search-based advertisements that (a) are created via the Google AdWords service, (b) participate in the Google AdWords auction, and (c) have a pay-for-performance pricing. (e) Available Ad Formats...

  • Page 251
    ... accepted by AOL and the other terms of this Agreement, the Additional Ad Format Terms shall govern solely with respect to the relevant Additional Ad Format. Provision of Selected Ad Formats. Except as expressly set forth below, (a) Google will provide and AOL will implement the Available Ad Formats...

  • Page 252
    ... FROM BREACH OF THE AGREEMENT, THE SALE OF PRODUCTS, THE USE OR INABILITY TO USE THE AOL NETWORK, ANY AOL PROPERTY(IES), OR THE GOOGLE SPONSORED ADVERTISING SERVICE, GOOGLE ADVERTISING RESULTS, AOL SEARCH SERVICE, THE AOL SEARCH RESULTS, THE AOL DIRECTORY SERVICE, THE AOL DIRECTORY RESULTS, OR THE...

  • Page 253
    .... "Executive Committee" will mean a committee made up of either Google's President, Global Sales and Business Development or Google's SVP of Product Management, and AOL's CEO or CFO and the Management Committee. 1.3. Extended Management Escalation. In the event that after the Initial Executive...

  • Page 254
    ... F. Counterparts; Facsimile. This Thirtieth Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Thirtieth Amendment may be executed by facsimile. 18 Google Confidential [Legal Department MC/CW...

  • Page 255
    ... WHEREOF, the Parties have executed this Thirtieth Amendment to the Existing Agreement. AOL INC. By: /s/ Tim Armstrong Name: Tim Armstrong Title: CEO Date: 9/1/2010 GOOGLE INC. By: /s/ Nikesh Arora Name: N. Arora Title: President, Google Date: 9/1/2010 19 Google Confidential [Legal Department MC/CW...

  • Page 256
    ... Help Toolbar AOL Mail Toolbar AOL Michael Jackson Toolbar AOL News Toolbar AOL Radio Toolbar AOL Real Estate Toolbar AOL Safety Toolbar AOL Scrapbooking Toolbar AOL Search Toolbar AOL Service Client Application 9.5 AOL Tennis Toolbar AOL Toolbar AOL TV Toolbar AOL Yellow Pages Toolbar Asylum...

  • Page 257
    ... the following Client Applications are [****] the Client Application Guidelines. Once AOL [****], it will notify [****]. Only the Client Application(s) set forth below that are [****] (including email) [****] set forth in Section 2 above. [****] 21 Google Confidential [Legal Department MC/CW Google]

  • Page 258
    EXECUTION COPY Exhibit B [****] AOL Client Applications and Website AOL Client application example [****] 22 Google Confidential [Legal Department MC/CW Google]

  • Page 259
    EXECUTION COPY AOL Website example [****] 23 Google Confidential [Legal Department MC/CW Google]

  • Page 260
    EXECUTION COPY Exhibit C Screenshots of Initial Ad Formats: "Ad SiteLinks," "Ads in Suggest," "Location Extensions" and "Seller Rating Extensions" Ad Site Links: Ads in Suggest 24 Google Confidential [Legal Department MC/CW Google]

  • Page 261
    EXECUTION COPY Local Ad Extensions: Seller Rating Extensions 25 Google Confidential [Legal Department MC/CW Google]

  • Page 262
    ... users and diminish the perceived value and reliability of the internet, which are essential to Google's business. With this objective in mind, Google has established the following Guidelines to apply to customer Applications that are used to access our search and/or advertising syndication services...

  • Page 263
    ... set forth in your agreement with Google. For example, in the case of Applications that access Google's WebSearch and/or AdSense for Search Services, end user queries initiated from your Application must resolve to a Google-approved Web page on a permitted Web site as provided in your agreement...

  • Page 264
    ... policy that governs the collection, use and disclosure of the information; and (b) then, obtain the end user's affirmative consent to such collection and/or transmission. 4.3. Disclosure and Consent for Setting Changes. You may not access Google services from any Application that makes a change...

  • Page 265
    ... Policy. You may not access Google services from any Application unless it conforms, and is distributed pursuant to a EULA that conforms, with all applicable laws and regulations. In addition, you and your Application must comply with the agreements and representations you make with your end users...

  • Page 266
    ... to provide support to end users of your Application. For the avoidance of doubt, these information and assistance rights do not extend to any of your Applications that are not used to access Google services. 9. Legal. You must maintain ownership and control of your Application at all times to...

  • Page 267
    ... the Guidelines, as updated; it being understood that, at such time, you will be entitled to procure services from an alternative source for those Applications (or versions thereof) to which Google elects to cease providing services as provided herein. 31 Google Confidential [Legal Department MC/CW...

  • Page 268
    EXECUTION COPY EXHIBIT I Prohibited Behavior and Content The application may not impact the display of other applications unless you provide clear disclosure in each instance 32 Google Confidential [Legal Department MC/CW Google]

  • Page 269
    ... what it does, and how it will be displayed to the end user Disclosure and Consent Describe type, method, and use of personal information, if applicable. Point user to privacy policy Identify the changes that will occur if the application is installed 33 Google Confidential [Legal Department MC/CW...

  • Page 270
    EXECUTION COPY 34 Google Confidential [Legal Department MC/CW Google]

  • Page 271
    EXECUTION COPY Branding & Attribution The visible elements of the application should be easily identifiable to the end user 35 Google Confidential [Legal Department MC/CW Google]

  • Page 272
    ... Deactivation The Application must permit end users to uninstall it in the customary place the applicable operating system has designated for adding or removing programs (e.g., Add/Remove Programs control panel in Windows) in a straightforward manner 36 Google Confidential [Legal Department MC/CW...

  • Page 273
    EXECUTION COPY Implementation, Transparency and Deactivation The Application must contain (in an easily found location) clear and concise instructions on how it may be uninstalled 37 Google Confidential [Legal Department MC/CW Google]

  • Page 274
    EXECUTION COPY Bundling of Applications When bundling, the end user must be made aware of all the applications included prior to installation. 38 Google Confidential [Legal Department MC/CW Google]

  • Page 275
    ... When bundling, the end user must be made aware of advertising revenue relationships to other applications, if the continued use of the primary application is conditioned on the other applications being installed and active on the end user's computer 39 Google Confidential [Legal Department MC/CW...

  • Page 276
    EXECUTION COPY Exhibit II [****] Manufactured by the following entities which are branded with their company name provided below: [****] 40 Google Confidential [Legal Department MC/CW Google]

  • Page 277
    EXECUTION COPY Exhibit E [****] [8 pages] 41 Google Confidential [Legal Department MC/CW Google]

  • Page 278
    ... 31 attached hereto is a complete list of all URLs controlled by AOL that may implement Content Targeted Advertising Services as of the Amendment 31 Effective Date. Exhibit 3 of this Amendment 31 supersedes any and all previously existing lists of Content Targeted URLs, Subsequent Carriage Plan...

  • Page 279
    ... to the IMA. AOL INC. By: Name: Title: Date: /s/ Steven Quan Steven Quan VP Business Development 12/15/10 GOOGLE INC. /s/ Nikesh Arora By: Nikesh Arora Name: President, Global Sales and Title: Business Development Google Inc. 2010.12.22 17:06:47 -08'00' Date: EXECUTION COPY 2 [Legal Department aa/MC...

  • Page 280
    ... AOL Mail Toolbar AOL Michael Jackson Toolbar AOL News Toolbar AOL Radio Toolbar AOL Real Estate Toolbar AOL Safety Toolbar AOL Scrapbooking Toolbar AOL Search Toolbar AOL Service Client Application 9.5 AOL Service Client Application 9.6 AOL Tennis Toolbar AOL Toolbar AOL TV Toolbar AOL Yellow Pages...

  • Page 281
    Truveo Toolbar Tunome Toolbar Verizon Toolbar Washington Capitals Toolbar Washington Redskins Toolbar WinAmp Client Application (US) WinAmp Toolbar Google Confidential 4 EXECUTION COPY

  • Page 282
    Exhibit 2 of Amendment 31 A Complete Set of Representative Screenshots of each 18 pages] Google Confidential 5 EXECUTION COPY

  • Page 283
    Exhibit 3 of Amendment 31 A Complete List of Content Targeted URLs as of December 1, 2010 [****] [2 pages] Google Confidential 6 EXECUTION COPY

  • Page 284
    ... Finance Limited AOL Online India Private Limited AOL Ventures I, LLC CompuServe Interactive Services, Inc. InfoInterActive Corp. AOL Canada Inc. MapQuest, Inc. MapQuest PA, Inc. Netscape Communications Corporation AOL Global Operations Limited AOL Online Japan, Ltd. Nullsoft, Inc. Patch Media...

  • Page 285
    ..., Inc. The Relegence Corporation AOL Relegence Israel Ltd. Thing Labs, Inc. Transatlantic Web Services Inc. Truveo, Inc. Userplane Technology, LLC Totekasche Holdings, Inc. d/b/a Userplane Weblogs Inc. LLC wow.com LLC Yedda, Inc. Yedda Technologies-Knowledge Management Services (Y.O.D.E.A. 2006) Ltd...

  • Page 286
    ... the AOL Inc. 2010 Stock Incentive Plan of our reports dated February 25, 2011, with respect to the consolidated financial statements and schedule of AOL Inc. and the effectiveness of internal control over financial reporting of AOL Inc. included in this Annual Report (Form 10-K) for the year ended...

  • Page 287
    ...CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a) I, Timothy M. Armstrong, certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2010 of AOL Inc.; Based on my knowledge, this report does not contain any untrue statement of a material...

  • Page 288
    ...31.2 CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a) I, Arthur Minson, certify that: 1. 2. 3. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2010 of AOL Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact...

  • Page 289
    ...-OXLEY ACT OF 2002 In connection with the Annual Report on Form 10-K for the year ended December 31, 2010 of AOL Inc. ("the Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18...