America Online 2011 Annual Report Download - page 92

Table of Contents
AOL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2011, 107,037,724 shares of common stock were issued and 94,278,437 shares of common stock were outstanding. No dividends
were declared or paid for the years ended December 31, 2011, 2010 and 2009.
On August 10, 2011, the Company's Board of Directors approved a stock repurchase program, which authorizes the Company to repurchase up to $250
million of its outstanding shares of common stock from time to time through August 2012. Repurchases are subject to market conditions, share price and other
factors. Repurchases have been and will be made in accordance with applicable securities laws in the open market or in private transactions and may include
derivative transactions, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. As of
December 31, 2011, the Company repurchased 12.7 million shares at a weighted average price of $13.59 per share as part of this program. Total consideration
paid for the repurchase of common stock was $173.6 million for the year ended December 31, 2011. As of February 1, 2012, the Company repurchased a total
of 13.0 million shares at a weighted average price of $13.62 per share under this program. Shares repurchased under the program are recorded as treasury
stock on the Company's consolidated balance sheet. The repurchase program may be suspended or discontinued at any time. The shares repurchased during
the year ended December 31, 2011 were not the result of an accelerated share repurchase agreement and did not result in any derivative transactions.
Management has not made a decision on whether shares purchased under this program will be retired or reissued.
On January 22, 2010, the Company issued 594,749 shares of AOL common stock as partial consideration for the acquisition of StudioNow. During
2010, the Company also issued 194,857 shares of AOL common stock to Polar Capital Group, LLC ("Polar Capital"), in satisfaction of its contractual
obligation to return its CEO's initial investment of approximately $4.5 million in Patch Media Corporation ("Patch"), which arose from the acquisition of
Patch on June 10, 2009.
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 were
reflected as adjustments to divisional equity. During the first quarter of 2010, the Company adjusted its deferred tax assets and estimated amount payable to
Time Warner for income taxes prior to the spin-off and these adjustments resulted in a $27.0 million reduction to additional paid-in capital.
NOTE 8—EQUITY-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
Prior to the spin-off, AOL employees participated in certain Time Warner domestic and international defined contribution plans, including savings and
profit sharing plans. AOL's contributions to Time Warner's savings plans were primarily based on a percentage of the employees' elected contributions and
were subject to plan provisions. Subsequent to the spin-off, AOL employees are no longer participating in and AOL is no longer contributing to these plans.
Subsequent to the spin-off, AOL employees participate in domestic and international defined contribution plans, primarily consisting of AOL's
domestic savings plan. AOL's contributions to these plans are based on a percentage of the employees' elected contributions and are subject to plan provisions.
Expenses related to AOL's contribution to the AOL and Time Warner plans amounted to $13.2 million, $11.5 million and $17.3 million for the years
ended December 31, 2011, 2010 and 2009, respectively.
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