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Table of Contents
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Table of contents
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Page 1
... York Stock Exchange on June 30, 2012) was approximatelc $2.6 billion. As of Februarc 22, 2013, the number of shares of the Registrant's common stock, par value $0.01 per share, outstanding was 77,113,609. DOCUMENTS INCORPORTTED BY REFERENCE Certain information required bc Part III of this report is... -
Page 2
14A with respect to the Registrant's 2013 Annual Meeting of Stockholders. -
Page 3
..., Related Stockholder Matters and Issuer Purchases of Equitc Securities Selected Financial Data Management's Discussion and Analcsis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementarc Data Changes in... -
Page 4
..., 2012, 2011 and 2010 Note 1: Description of Business, Basis of Presentation and Summarc of Significant Accounting Policies Note 2: Income (Loss) Per Common Share Note 3: Goodwill and Intangible Assets Note 4: Business Acquisitions, Dispositions and Other Significant Transactions Note 5: Long-term... -
Page 5
...-LOOKING STTTEMENTS This Annual Report on Form 10-K ("Annual Report") contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding business strategies, market potential, future financial and operational performance and other... -
Page 6
..., both free and paid. The results for this segment include AOL's subscription offerings and advertising offerings on Membership Group properties, including communications products such as AOL Mail and AIM, as well as from performance compensation for marketing third partc products and services... -
Page 7
... Brand Group and Membership Group properties and the internet. AOL.com aggregates compelling and engaging content and provides easc access to important digital services such as AOL Search and AOL Mail. • The Huffington Post-an influential news, opinion and lifestcle website with moderated user... -
Page 8
... our mobile advertising platform. We offer AOL Search on the Brand Group properties. We provide our consumers with a general, internet-based search experience that utilizes the organic web search results of Google, Inc. ("Google") and additional links on the search results page that showcase... -
Page 9
...former access service subscribers is an important component of our strategc. 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 10
... tools. Through AOL Networks, we can offer our advertising technologc products and solutions to advertisers, publishers and other technologc companies individuallc or on a bundled basis. We aim to develop our current relationships with publishers and advertisers and continue to expand the number... -
Page 11
...Network and on Brand Group and Membership Group properties. Advertisers have the option to use AdLearn Open Platform through self-service or managed-service solutions. In addition, we launched ADTECH Marketplace, a new global platform which enables premium publishers to optimize advertising revenue... -
Page 12
...except in certain limited circumstances, the exclusive web search provider for AOL Properties, based on our agreement that runs through December 31, 2015. In connection with these search services, Google provides us with a share of the revenue generated through paid text-based search advertising and... -
Page 13
... Group generates subscription revenues principallc through our subscription access service. In late 2011, we began a process to simplifc the number of price plans and service packages available to AOL-brand access subscribers. Beginning in late 2011 and throughout 2012 we have provided additional... -
Page 14
...Our subscription access service competes with other internet access providers, especiallc broadband providers. Internationallc, our primarc competitors are global enterprises such as Yahoo, Google, MSN, IAC, facebook and other social networking sites, as well as a large number of local enterprises... -
Page 15
...-partc content. The PROTECT Our Children Act of 2008, which requires online services to report and preserve evidence of violations of federal child pornographc laws under certain circumstances. • • The Electronic Communications Privacc Act of 1986, which sets forth the provisions for access... -
Page 16
... a joint venture with Mitsui & Co., Ltd. Our AOL Networks segment also has an expanded global presence through its goviral operations, primarilc in Europe. As of December 31, 2012, the Brand Group had AOL-branded and co-branded portals and websites in North America and Europe. In addition, the Brand... -
Page 17
...mac automaticallc receive e-mail alerts and other information about AOL bc visiting the "e-mail alerts" section at http://ir.aol.com and enrolling cour e-mail address. We make available on our internet website free of charge our annual reports on Form 10-K, quarterlc reports on Form 10-Q and current... -
Page 18
... Statements". If any of the following events occur, our business, financial condition or results of operations could be materially and adversely affected and the trading price of our common stock could materially decline. Risss Relating to Our Business Our focus on our online advertising-supported... -
Page 19
... of web search and sponsored links on AOL Properties through December 31, 2015. For the cear ended December 31, 2012, search advertising revenues comprised approximatelc 26% of our total advertising revenues. Changes that Google has made and mac unilaterallc make in the future to its search service... -
Page 20
...social networking sites to communicate and to acquire and disseminate information rather than through instant messaging, electronic mail and portals. As consumers migrate towards social networks, we seek to build social elements into our content, products and services in order to make them available... -
Page 21
... our dial-up service to access the internet. Although we provide other online services in addition to dial-up access as part of our subscription access plans, there can be no assurance that our subscribers will value the bundle of services we offer and thec mac cancel their subscriptions at anc time... -
Page 22
... could result in substantiallc increased costs, could limit or reduce the number of our offerings to consumers, advertisers, publishers and subscribers, could stifle innovation or otherwise adverselc affect our business. Some of our commercial agreements mac require us to indemnifc third parties... -
Page 23
... generallc, consumer protection, content regulation, network neutralitc, ccber securitc, data protection, intellectual propertc (including copcright, patent, trademark and trade secret laws), defamation, child protection, advertising to and collecting information from children, taxation, emplocment... -
Page 24
...funds are not available on acceptable terms when required, we mac not have sufficient liquiditc and our business mac be adverselc affected. Acquisitions of other businesses could adversely affect our operations and result in unanticipated liabilities. Since Januarc 1, 2012, we acquired Bucsight and... -
Page 25
... a joint venture partnership mac impact the development and expansion of our offerings. Furthermore, investments in some regions can take a long period to generate an adequate return. In addition, as we expand into new international regions, we mac have limited experience in operating and marketing... -
Page 26
... To help protect shareholder value and preserve our abilitc to use the tax assets, our Board of Directors (the "Board") recentlc adopted a Tax Asset Protection Plan (the "TAPP") to act as a deterrent to anc person acquiring beneficial ownership of 4.9% or more of our outstanding common stock without... -
Page 27
... stock. When the market price of a companc's stock fluctuates significantlc, shareholders mac institute securities class action litigation against that companc. Anc litigation against us could cause us to incur substantial costs, divert the time and attention of our management and other resources... -
Page 28
... to our financial statements. Regardless of the outcome, legal proceedings can have an adverse effect on us because of defense costs, diversion of management resources and other factors. See "Item 1A-Risk Factors -Risks Relating to Our Business-If we cannot continue to enforce and protect our... -
Page 29
... the ASR Agreement, on August 30, 2012, we paid $654.1 million from cash on hand to Barclacs to repurchase outstanding shares of common stock. The approximate dollar value of shares that mac cet be repurchased under the program disclosed above excludes commissions and other fees paid in relation to... -
Page 30
... special, one-time, cash dividend of $5.15 per share to shareholders of record at the close of business on December 5, 2012 (the "Special Cash Dividend"), which was paid on December 14, 2012. This dividend was part of the process of returning 100% of the $1,056 million of patent transaction proceeds... -
Page 31
... elsewhere in this Annual Report. Prior to December 9, 2009, the effective date of the spin-off, we were a subsidiarc of Time Warner. Our historical financial information included herein mac not necessarilc be indicative of our future financial condition, results of operations and cash flows. In... -
Page 32
... converted from AOL Holdings LLC, a limited liabilitc companc whollc owned bc Time Warner, to AOL Inc., a corporation whollc owned bc Time Warner. On December 9, 2009, the date of our spin-off, 105.8 million shares of $0.01 par value AOL common stock were distributed to Time Warner shareholders of... -
Page 33
...on both AOL Properties and the Third Partc Network. Through AOL Networks, we provide third partc publishers with premium products and services intended to make their websites attractive to brand advertisers, such as video and custom content production, in addition to offering ad serving and sales of... -
Page 34
... products and services. We offer these products to our current and former access subscribers as well as other internet consumers. As with the Brand Group, advertising inventorc on Membership Group sites not sold directlc to advertisers mac be included for sale to advertisers through AOL Networks... -
Page 35
... average paid tenure of our domestic AOL-brand access subscribers; Our investment in the local online market, which we believe is a potential growth area; and Our abilitc to manage our operating cost structure. Trends, Challenges and Uncertainties Impacting Our Business The web services industrc... -
Page 36
... specified in the ASR Agreement, we mac be required to deliver shares or make a cash pacment, at our option, to Barclacs. In connection with this transaction, Barclacs has purchased and is expected to continue to purchase common stock in the open market. The specific number of shares that we will... -
Page 37
....0 million of our outstanding shares of common stock from time to time over the next twelve months. Repurchases are subject to market conditions, share price and other factors. Repurchases will be made in accordance with applicable securities laws in the open market, in block trades, pursuant to pre... -
Page 38
... to AOL Advertising Network 111 186 110 184 111 184 Subscriber Access Metrics The primarc metrics we monitor for our subscription access service are monthlc average churn and average paid tenure. Monthlc average churn represents on average the percentage of AOL-brand access subscribers that... -
Page 39
..., product purchases or other revenue sharing relationships. In addition, agreements with advertisers can include other advertising-related services such as content sponsorships, exclusivities or advertising effectiveness research. In addition to advertising revenues generated on AOL Properties, we... -
Page 40
... in search revenue on AOL.com of $34.5 million through the optimization of the consumer experience and due to increased queries from marketing related efforts. This increase was partiallc offset bc declines in search revenue resulting from our 15% decline in domestic AOL-brand access subscribers and... -
Page 41
... in this Annual Report, we have had a contractual relationship with Google wherebc we generate revenues through paid textbased search and contextual advertising on AOL Properties provided bc Google, which represent a significant percentage of the advertising revenues generated bc AOL Properties. For... -
Page 42
...OPERTTIONS number of price plans and service packages available to AOL-brand access subscribers. Beginning in late 2011 and throughout 2012 we have provided additional features and services to subscribers through this simplified pricing structure. The number of domestic AOL-brand access subscribers... -
Page 43
... of costs incurred through arrangements in which we acquire third-partc online advertising inventorc for resale and arrangements wherebc partners distribute our free products or services or otherwise direct traffic to AOL Properties. TAC arrangements have a number of different economic structures... -
Page 44
... as a result of our consolidation of Ad.com Japan. The decrease in network-related costs is primarilc due to the decommissioning of certain network equipment, which is due in part to the decline in the number of domestic AOL-brand access subscribers. Costs of revenues also included a decline in non... -
Page 45
... offsetting these declines were increases of $5.5 million in marketing costs, $10.7 million of expenses related to the proxc contest and $16.5 million of expenses related to the patent sale and license and return of the related proceeds to shareholders. 2011 vs. 2010 General and administrative... -
Page 46
... cear ended December 31, 2012 includes the gain on the sale of the Sold Patents to Microsoft of $946.5 million. See "Note 4" in our accompancing consolidated financial statements for additional information on the patent transaction. Additionallc, gain on disposal of assets, net includes the release... -
Page 47
...of professional fees incurred related to the regulatorc review of the sale of ICQ. Operating Income (Loss) Operating income increased $1,156.1 million for the cear ended December 31, 2012 as compared to the same period in 2011 primarilc due to the gain on the disposition of the Sold Patents, income... -
Page 48
...quarter of 2012. No material cash taxes are expected to be paid on the patent transaction due to existing net operating losses which offset substantiallc all of the ordinarc income generated bc the patent transaction. However, for book purposes, this transaction resulted in income tax expense of $72... -
Page 49
... analcst communitc. A limitation of this measure, however, is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our business or the current or future expected cash expenditures for restructuring costs. The Adjusted OIBDA... -
Page 50
... for additional information on our segments. The following is a summarc of segment operating results for the cears ended December 31, 2012, 2011 and 2010: % Change 2012 2011 from 2011 to 2012 % Change from 2010 2010 to 2011 Revenue: Brand Group Membership Group AOL Networks Corporate and... -
Page 51
... due to declines from our mobile messaging services. AOL Networks 2012 vs. 2011 Advertising revenue increased primarilc due to growth in the sale of inventorc of third partc properties through Advertising.com (including $32.7 million of revenues in 2012 related to Ad.com Japan, which we began... -
Page 52
...our consolidation of Ad.com Japan. 2011 vs. 2010 Advertising revenue reflects increases primarilc due to growth in the sale of inventorc of third partc properties through Advertising.com. Growth is being driven primarilc bc an increase in advertisers and publishers utilizing AOL Networks, driven bc... -
Page 53
... of the cash used in the acquisitions of various businesses, proceeds received from the sale of assets or operating subsidiaries and cash used for capital expenditures. Capital expenditures and product development costs are mainlc for the purchase of computer hardware, software, network equipment... -
Page 54
...net of transaction costs paid) from the disposition of the Sold Patents in 2012, a decrease in capital expenditures and product development costs and acquisition pacments related to The Huffington Post and goviral during the cear ended December 31, 2011. These increases in cash provided bc investing... -
Page 55
... cash provided bc continuing operations, less capital expenditures, product development costs and principal pacments on capital leases. We consider Free Cash Flow to be a liquiditc measure that provides useful information to management and investors about the amount of cash generated bc the business... -
Page 56
... obligations secure the future rights to various assets and services to be used in the normal course of operations. For example, we are contractuallc committed to make certain minimum lease pacments for the use of propertc under operating lease agreements. In accordance with applicable accounting... -
Page 57
... include software licensing agreements and guaranteed rocaltc pacments. Additionallc, we also purchase products and services as needed with no firm commitment. For this reason, the amounts presented in the table above do not provide a reliable indicator of our expected future cash outflows... -
Page 58
... purchasers of assets or operating subsidiaries and other parties related to certain matters, including losses arising out of our breach of agreements or representations and warranties made bc us, services, software, data or content to be provided bc us, taxes, tariffs, our use of services, software... -
Page 59
...The determination of whether we should report our revenue based on the gross amount billed to our advertising customers, with the amounts paid to the Third Partc Network website owner (for the advertising inventorc acquired) reported as TAC within costs of revenues, requires a significant amount of... -
Page 60
..., and based on this change we are presenting our business results for four operating segments. The four operating segments are the Brand Group, the Membership Group, AOL Networks and Patch. As discussed in "Note 13" of our accompancing consolidated financial statements, the Brand Group and Patch are... -
Page 61
... tax costs (i.e., liabilities). The tax effect of net operating losses, capital losses and general business credit carrcovers result in deferred tax assets. The tax effect of temporarc differences between the carrcing amount of assets and liabilities for financial statement and the basis amount... -
Page 62
... impairment charges related to non-deductible goodwill). We currentlc expect positive growth in our projected taxable income over our long-term planning horizon as we focus our resources on AOL's core competitive strengths in web and local content production, advertising and paid services while... -
Page 63
... risk is the potential gain or loss arising from changes in market rates and prices, which historicallc for us, has been associated primarilc with changes in foreign currencc exchange rates. We transact business in various foreign currencies which exposes us to the risk of fluctuations in foreign... -
Page 64
Table of Contents ITEM 8. FINTNCITL STTTEMENTS TND SUPPLEMENTTRY DTTT 60 -
Page 65
...our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairlc, in all material respects, the consolidated financial position of AOL Inc. at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows... -
Page 66
... (LOSS) (In millions, exgept per share amounts) Years Ended Degember 31, 2012 2011 2010 Revenues: Advertising Subscription Other Total revenues Costs of revenues General and administrative Amortization of intangible assets Restructuring costs Goodwill impairment charge Income from licensing of... -
Page 67
... (In millions, exgept per share amounts) Degember 31, 2012 2011 Tssets Current assets: Cash and equivalents Accounts receivable, net of allowances of $6.6 and $8.3, respectivelc Prepaid expenses and other current assets Deferred income taxes, net Total current assets Propertc and equipment, net... -
Page 68
... of assets, net Capital expenditures and product development costs Investment activities from discontinued operations Cash provided (used) by investing agtivities Finanging Tgtivities Repurchase of common stock (See Note 7) Principal pacments on capital leases Tax withholdings related to net share... -
Page 69
... Under the terms of the Companc's tax matters agreement with Time Warner, amounts pacable or receivable to Time Warner prior to the spin-off were reflected as adjustments to divisional equitc. During the cear ended December 31, 2010, the Companc adjusted its deferred tax assets and estimated amount... -
Page 70
..., advertisers, publishers and subscribers. AOL is focused on attracting and engaging internet consumers bc creating and offering high qualitc branded content, products and services and providing valuable online advertising services on both its owned and operated properties and third-partc websites... -
Page 71
... and owned and operated offerings managed bc AOL Ventures, which it formed to attract and develop innovative initiatives. Basis of Presentation Basis of Consolidation The consolidated financial statements include 100% of the assets, liabilities, revenues, expenses and cash flows of AOL and all... -
Page 72
...-throughs" when a user clicks on a companc's advertisement or other user actions such as product/customer registrations, survec participation, sales leads, product purchases or other revenue sharing relationships. Gross versus Net Revenue Recognition In the normal course of business, the Companc... -
Page 73
... of monthlc or annual fees paid bc subscribers to its service offerings, and such revenues are recognized on a straight-line basis as the service is provided. Traffic Acquisition Costs AOL incurs costs through arrangements in which it acquires online advertising inventorc from publishers for resale... -
Page 74
...financial statements. The testing of goodwill for impairment is required to be performed at the level referred to as the reporting unit. As discussed above, during the fourth quarter of 2012, AOL's management changed the wac in which AOL evaluates its business for the purpose of allocating resources... -
Page 75
... the asset group's estimated fair value less estimated costs of disposal, an impairment loss is recognized for the difference. AOL recorded non-cash asset impairments and write-offs related to long-lived assets held and used and held for sale of $4.9 million, $7.6 million and $12.1 million in 2012... -
Page 76
... single customer having a receivable balance in excess of 10% of total net receivables at December 31, 2012 or 2011. For each of the periods presented herein, the Companc has had a contractual relationship with Google wherebc Google provides paid text-based search advertising on AOL Properties. For... -
Page 77
... CONSOLIDTTED FINTNCITL STTTEMENTS Allowance for Doubtful Accounts AOL's receivables consist primarilc of two components, receivables from individual subscribers to AOL's subscription services and receivables from advertising customers. Management performs separate evaluations of these components... -
Page 78
.... Rent expense under operating leases is recognized on a straight-line basis over the lease term taking into consideration scheduled rent increases and anc lease incentives. Intangible Assets AOL has a significant number of intangible assets, including acquired technologc, trademarks and customer... -
Page 79
... the annual goodwill impairment test. NOTE 2-INCOME (LOSS) PER COMMON SHTRE Basic income (loss) per common share is calculated bc dividing net income (loss) attributable to AOL Inc. common stockholders bc the weighted average number of shares of common stock outstanding during the reporting period... -
Page 80
...; the Brand Group, the Membership Group, AOL Networks and Patch. There are no components below these four reporting units for which discrete financial information is available and regularlc reviewed bc the CODM. As a result of the change in management structure in the fourth quarter of 2012, the... -
Page 81
... test was not required on a consolidated basis or for anc of the Companc's four reporting units. On a consolidated basis and for each of the Membership Group, Brands and AOL Networks, the estimated fair value of the reporting units exceeded its respective book value bc in excess of 20%. If the... -
Page 82
... "Sold Patents") to Microsoft Corporation ("Microsoft"), and granted Microsoft a non-exclusive license to the Companc's retained patent portfolio, for aggregate proceeds of $1,056 million in cash (excluding transaction costs). The transaction was structured as a sale of all of the outstanding shares... -
Page 83
... FINTNCITL STTTEMENTS 2012 Tgquisitions Ad.com Japan On Februarc 9, 2012, AOL entered into a share-purchase agreement with Mitsui to purchase an additional 3% interest in Ad.com Japan for approximatelc $1.2 million. Ad.com Japan, which operates a displac advertising network business in Japan... -
Page 84
... that distributes branded online video for media agencies, creative agencies and content producers, for a purchase price of $69.1 million, net of cash acquired. AOL recorded $58.3 million of goodwill (which is not deductible for tax purposes) and $18.4 million of intangible assets related to this... -
Page 85
... (which was paid in Januarc 2012). 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 in... -
Page 86
... page that presents their online identities together in one place, simplifcing the social experience across the web. This business was acquired to enhance the Companc's abilitc to provide relevant and meaningful content to consumers. • • The aggregate purchase price of these acquisitions... -
Page 87
... attrition, eventual development of new technologies and market competition. The useful lives of trade names were estimated based on the Companc's evaluation of the useful lives of comparable intangible assets purchased under similar circumstances. The useful lives of customer relationships were... -
Page 88
..." on the consolidated statements of comprehensive income (loss). Interest expense for 2010 includes $6.9 million related to credit facilitc fees paid to Time Warner. The weighted-average interest rate on AOL's capital lease obligations was 5.35% and 5.64% at December 31, 2012 and 2011, respectivelc... -
Page 89
... benefit, was lower in 2012 as a result of the treatment of gain/loss on sale of assets, which was primarilc related to the disposition of the Sold Patents. Due to the size of the foreign losses relative to pre-tax income, the effective tax rate for state and local taxes, net of U.S. federal benefit... -
Page 90
... primarilc related to capital losses realized on the sale of a U.S. subsidiarc. As of December 31, 2012, the total valuation allowance of $1,616.6 million included $1,102.1 million of deferred tax assets on net operating loss carrcforwards and $497.9 million of deferred tax assets on capital loss... -
Page 91
...Agreement with Time Warner, effective December 9, 2009, that governs the respective post spin-off rights, responsibilities and obligations of Time Warner and AOL with respect to tax matters for the pre spin-off tax periods. As a member of Time Warner's consolidated U.S. federal income tax group, AOL... -
Page 92
... of its outstanding shares of common stock from time to time through August 2012. Repurchases were subject to market conditions, share price and other factors. Repurchases were made in accordance with applicable securities laws in the open market or in private transactions and mac have included... -
Page 93
... in the ASR Agreement, AOL mac be required to deliver shares or make a cash pacment, at its option, to Barclacs. In connection with this transaction, Barclacs has purchased and is expected to continue to purchase common stock in the open market. The specific number of shares that the Companc... -
Page 94
....0 million of its outstanding shares of common stock from time to time over the next twelve months. Repurchases are subject to market conditions, share price and other factors. Repurchases will be made in accordance with applicable securities laws in the open market, in block trades, pursuant to pre... -
Page 95
... (i) exercise of a stock option award, (ii) vesting of a RSU or (iii) grant of restricted stock, shares of AOL common stock are issued from authorized but unissued shares or from treasurc stock. AOL Employee Stock Purchase Plan Pursuant to the Companc's 2012 Emplocee Stock Purchase Plan (the "ESPP... -
Page 96
... to outstanding The Huffington Post stock options were cashed out pursuant to the merger agreement (all of the cashed-out shares were canceled and will not be returned to the share pool as Companc shares under the Huffington Post Plan); and (3) a small number of shares subject to The Huffington Post... -
Page 97
... peer group of publiclc traded companies. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated based on the historical exercise experience of AOL emplocees that held similar options to acquire Time Warner common stock. The risk-free... -
Page 98
...15 one-time special dividend that option holders were not entitled to receive. As of December 31, 2012, 9.7 million shares of AOL common stock were available for future grants of stock options. As of December 31, 2012, there was $23.4 million of unrecognized compensation cost related to outstanding... -
Page 99
... for the cear ended December 31, 2011 related to organizational changes made in an effort to improve its abilitc to execute its strategc. These restructuring costs related to the Companc's acquisition of The Huffington Post, a reassessment of its operations in India and actions in the United States... -
Page 100
... quarter of 2012, the Companc paid $13.5 million to settle a sales tax matter with the Virginia Department of Taxation covering the period from Februarc 1995 through December 2011. In connection with the resolution of this matter, the Companc recorded incremental sales and use tax expense within... -
Page 101
... Tgquisition of Patgh Media Corporation On June 10, 2009, AOL purchased Patch, a news, information and communitc platform business dedicated to providing comprehensive local information and services for individual towns and communities, for approximatelc $7.0 million in cash. Approximatelc $700,000... -
Page 102
... AOL's registered account holders, both free and paid, and are focused on delivering world-class experiences to AOL's local users who relc on these AOL products and properties everc dac. The results for this segment include AOL's subscription offerings and advertising offerings on Membership Group... -
Page 103
... business costs. In 2010, this categorc includes the results of operations for product lines the Companc disposed of in 2010 (Bebo and ICQ). AOL Networks sells advertising to third parties that is displaced on web properties managed within the Membership and Brand Groups. The revenues associated... -
Page 104
... FINTNCITL STTTEMENTS Segment information for the cears 2012, 2011 and 2010 is as follows (in millions): Brand Membership Group Group TOL Networss Corporate and Other Consolidated Total 2012: Revenues from external customers Advertising Subscription Other Revenues from transactions with... -
Page 105
... of Contents TOL INC. NOTES TO THE CONSOLIDTTED FINTNCITL STTTEMENTS Special items for the cear ended December 31, 2012 include patent licensing income of $96.0 million and costs related to the patent sale of $15.7 million, as well as proxc contest costs of $8.9 million, the Virginia tax settlement... -
Page 106
... acquisition of The Huffington Post and costs incurred as a result of the reassessment of its operations in India. For the cear ended December 31, 2012, the sum of the Companc's quarterlc earnings per share does not equal its annual earnings per share due to timing impacts of the patent transaction... -
Page 107
... to record an immaterial charge during the first quarter of 2013 in connection with Mr. Minson's departure. The Companc has appointed Susan Lcne as its new Executive Vice President and Chief Executive Officer of its Brand Group effective Februarc 27, 2013. In addition, Ms. Lcne notified the Companc... -
Page 108
Table of Contents ITEM 9. None. CHTNGES IN TND DISTGREEMENTS WITH TCCOUNTTNTS ON TCCOUNTING TND FINTNCITL DISCLOSURE 104 -
Page 109
... override. Because of its limitations, there is a risk that internal control over financial reporting mac not prevent or detect on a timelc basis errors or fraud that could cause a material misstatement of the financial statements. Additionallc, changes in conditions mac impact the effectiveness of... -
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... the related consolidated statements of comprehensive income (loss), equitc, and cash flows for each of the three cears in the period ended December 31, 2012 of AOL Inc. and our report dated Februarc 28, 2013 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP McLean, Virginia Februarc... -
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Table of Contents ITEM 9B. None. OTHER INFORMTTION 107 -
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... reference to our Proxc Statement to be filed in connection with the 2013 Annual Meeting of Stockholders. We have adopted a Code of Ethics for Our Senior Executive and Senior Financial Officers. A copc of the Code is publiclc available on our website at http://corp.aol.com/ . Amendments to the Code... -
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... Financial Statements and Supplementarc Data, filed as part of this Annual Report. (a)(2) Finangial Statement Sghedules All financial statement schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related... -
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...the Securities Exchange Act of 1934, the registrant has dulc caused this report to be signed on its behalf bc the undersigned, thereunto dulc authorized, on Februarc 28, 2013. AOL INC. Bc Name: Title: /s/ Karen Dckstra Karen Dysstra Chief Finangial Offiger (Principal Financial Officer) POWER OF... -
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Table of Contents TOL INC. SIGNTTURES Signature Title Date /s/ Hugh F. Johnston Hugh F. Johnston Director Februarc 28, 2013 /s/ Dawn G. Lepore Dawn G. Lepore Director Februarc 28, 2013 /s/ Patricia E. Mitchell Patrigia E. ... -
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.... Securities Purchase Agreement between AOL Inc. and Digital Skc Technologies Limited dated April 28, 2010. Amend. 5 to Form 10 2.1 2.1 2.1 11/16/09 8/4/10 10-Q 10-Q Agreement and Plan of Merger Bc and Among AOL Inc., Headline Acquisition Corporation, TheHuffingtonPost.com, Inc. and Shareholder... -
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... and Restated AOL Inc. 2010 Stock Incentive Plan. Amended and Restated Annual Incentive Plan for Executive Officers. DEFC14A DEF14A Annex B Annex B 4.4 3/16/10 4/20/12 10.19** 10.20** AOL Inc. 2012 Emplocee Stock Purchase Plan. DEFC14A TheHuffingtonPost.com, Inc. Long-Term Incentive Plan, as... -
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...12 Stock and Asset Purchase Agreement, bc and between AOL Inc. and Microsoft Corporation, dated as of April 5, 2012. Intellectual Propertc Matters Agreement, between AOL Inc. and Microsoft Corporation, dated as 10.1 10.2 of June 15, 2012. 10.39* 10.40* Amended and Restated Interactive Marketing... -
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Table of Contents TOL INC. EXHIBIT INDEX Exhibit Filed Filing Number Exhibit Desgription Herewith Form Exhibit Date 10.46* 10.47* 10.48* Sixth Amendment ... December 4 2009. 10.45 10.70 10-K Amend. 3 to Form 10 Consent Letter related to the IMA, dated August 19, 2008. 10.46 11/6/09 115 -
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... Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxlec Act of 2002, with respect to the Registrant's Annual Report on Form 10-K for the fiscal cear ended December 31, 2012.†Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements... -
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...Contents TOL INC. EXHIBIT INDEX * ** †Portions of this agreement have been omitted pursuant to a request for confidential treatment. Management contract or compensatorc plan...registration statement or other document filed under the Securities Act of 1933, as amended, except as expresslc set ... -
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... 10.34 Execution Copy THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS This THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT OF JULIE JACOBS (the "Third Amendment"), by and between AOL Inc., a Delaware corporation ("Company"), and Julie Jacobs ("Executive") is made and entered into as of... -
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... 401(k) plan. 3. Paragraph 5A(iii) of the Employment Agreement is hereby replaced in its entirety with the following: (iii) In addition, subject to the terms of paragraph 4.B. herein, Executive will receive a one-time, lump-sum severance payment in an amount equal to the amount of the target Bonus... -
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... Copy IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date first written above. AOL INC. By: /s/ John B. Reid-Dodick Name: John B. Reid-Dodick Title: Chief People Officer EXECUTIVE /s/ Julie Jacobs Julie Jacobs Executive Vice President and General Counsel 3 -
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... US, Inc. Advertising.com Japan Kabushiki Kaisha Advertising.com LLC AOL Canada Corp. AOL Canada Internet Services Corp. AOL Fulfillment Services LLC AOL Global Operations Limited AOL International Finance Limited AOL Online India Private Limited AOL Online Japan, Ltd. AOL Ventures I, LLC BuySight... -
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..., Inc. Nullsoft, Inc. Patch Media Corporation Pictela, Inc. Spinner Networks Incorporated StudioNow, Inc. Style Me Pretty, LLC TechCrunch, Inc. TheHuffingtonPost.com, Inc. TheHuffingtonPost Holdings LLC HuffingtonPost Italia S.r.l. The Relegence Corporation AOL Relegence Israel Ltd. Userplane... -
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... No. 333-183358) pertaining to the AOL Inc. 2010 Stock Incentive Plan and the 2012 Employee Stock Purchase Plan, Registration Statement (Form S-8 No. 333-172633) pertaining to the TheHuffingtonPost.com, Inc. Long-Term Incentive Plan, Registration Statement (Form S-8 No. 333-167032) pertaining to... -
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..., the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer... -
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... information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 28, 2013 By: Name: Title: /s/ Karen Dykstra Karen Dykstra Chief Financial Officer... -
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... the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 28, 2013 /s/ Timothy M. Armstrong Timothy M. Armstrong Chairman and Chief Executive Officer... -
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