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AOL INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2014 Stock Repurchase Program
On July 28, 2014, the Board approved a stock repurchase program (the “2014 Stock Repurchase Program”),
which authorizes AOL to repurchase up to $150 million of its outstanding shares of common stock from time to
time over the twelve months following the announcement of the program, depending on market conditions, share
price and other factors. The repurchases may be made in accordance with applicable securities laws in the open
market, in block trades, pursuant to pre-arranged trading plans or otherwise and may include derivative
transactions. The 2014 Stock Repurchase Program may be suspended or discontinued at any time.
During the year ended December 31, 2014, the Company repurchased a total of 0.9 million shares under the
2014 Stock Repurchase Program at a weighted-average price of $42.46 per share (approximately $40.0 million).
2013 Stock Repurchase Program
On February 8, 2013, the Company announced that the Board approved a stock repurchase program
(“February 2013 Repurchase Program”), which authorized the Company to repurchase up to $100 million of its
outstanding shares of common stock through February 8, 2014. Concurrent with the closing of the Credit Facility
Agreement, the Company announced on July 8, 2013 that the Board approved a second stock repurchase program
in 2013 (the “July 2013 Stock Repurchase Program”), which authorized AOL to repurchase up to $150 million of
its outstanding shares of common stock through July 8, 2014. Repurchases were subject to market conditions,
share price and other factors, and were made in accordance with applicable securities laws.
During the year ended December 31, 2014, the Company repurchased a total of 1.6 million shares under the
July 2013 Stock Repurchase Program at a weighted-average price of $36.84 per share (approximately $58.6
million). During the year ended December 31, 2013, the Company repurchased a total of 3.9 million shares under
both the February 2013 Repurchase Program and the July 2013 Stock Repurchase Program at a weighted-average
price of $34.75 per share (approximately $134.8 million).
Tax Asset Protection Plan
As of December 31, 2014, AOL had significant domestic tax attributes, including both net operating loss
deferred tax assets and capital loss carry forward deferred tax assets. Unless otherwise restricted, AOL can utilize
these tax attributes in certain circumstances to offset future U.S. taxable income, including in connection with
capital gains that may be generated from a potential asset sale. Should a “change of control” be triggered under
Section 382 of the Internal Revenue Code of 1986, as amended, the Company may not be able to utilize these tax
attributes to offset future U.S. taxable income, or such utilization could be significantly delayed. As a result,
during the third quarter of 2012, the Company adopted a Tax Asset Protection Plan (the “TAPP”) that is intended
to act as a deterrent to any individual, individual fund or family of funds with common dispositive power
acquiring 4.9% or more of the Company’s outstanding shares without the approval of the Company’s Board.
Pursuant to the TAPP, the Company declared a dividend of one right on each outstanding share of common
stock held of record as of the close of business on September 7, 2012. One right will also be issued together with
each share of common stock issued after September 7, 2012 but before the date the rights are exercisable and, in
certain circumstances, after such date. Subject to the terms, provisions and conditions of the TAPP, if the rights
become exercisable, each right would initially represent the right to purchase from the Company one ten-
thousandth of a share of Series A Preferred Stock for a purchase price of $100. If issued, each fractional share of
Series A Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation
rights as one share of common stock. However, prior to exercise, a right does not give its holder any rights as a
stockholder of the Company, including, without limitation, any dividend, voting or liquidation rights.
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