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First Quarter 2011

Earnings
g Summary y
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This ppresentation contains certain “forward-lookingg statements” within the meaningg of the Private Securities Litigation
g Reform Act of
1995 regarding business strategies, market potential, future financial and operational performance and other matters. Words such as
“anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar
substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These
forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or
forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, we are not under any
obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such
changes, new information, subsequent events or otherwise.
Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ
materially from those contained in the forward-looking statements, including those factors discussed in detail in “Item 1A-Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2010 (“Annual Report”). 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 products and services,
technological
g developments
p and, pparticularlyy in view of new technologies,
g the continued abilityy to pprotect intellectual pproperty
p y rights.
g
Our actual results could differ materially from management’s expectations because of changes in such factors.
Further, lower than expected market valuations associated with our cash flows and revenues may result in our inability to realize the
value of recorded intangibles and goodwill. In addition, achieving our business and financial objectives, including growth in operations
and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under
“Item 1A-Risk Factors” in our Annual Report as well as, among other things: changes in our plans, strategies and intentions; the impact
of significant
g acquisitions,
q , dispositions
p and other similar transactions;; our abilityy to attract and retain keyy employees;
p y ; the success of anyy
cost reductions, restructuring actions or similar efforts, including with respect to any associated savings, charges or other amounts;
market adoption of new products and services; the failure to meet earnings expectations; asset impairments; decreased liquidity in the
capital markets; our ability to access capital markets for debt securities or bank financings and the impact of “cyber warfare” or terrorist
acts and hostilities.

This presentation is not an offer to sell, or a solicitation of an offer to buy, any securities.

Non-GAAP Financial Measures: This presentation includes information regarding the historical financial performance of AOL through
March 31, 2011 reflected in certain non-GAAP financial measures such as Adjusted operating income before depreciation and
amortization (OIBDA) and Free Cash Flow. Reconciliations of these non-GAAP financial measures to the GAAP financial measures the
Company considers most comparable are set forth herein.

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Q1 Noteworthy Items
 AOL grew video viewers rapidly moving into second position in comScore in March, StyleList moved into first position in comScore’s
style, beauty, and fashion category in March, Patch grew users rapidly year-over-year and sequentially according to comScore, most
AOL properties were redesigned to accommodate the Project Devil advertising format which, along with Pictela, won an IAB “Rising
Star” award and this week Hearst Magazines became the first third party publisher to adopt the format on its properties.
 AOL continued to strengthen
g its brand pportfolio, talent ppool and technology,
gy closingg the acquisitions
q of ggoviral and The Huffington
g Post
and aligning all of its content under the newly formed AOL Huffington Post Media Group with Arianna Huffington as Editor-in-Chief.
 Global display revenue grew 4%, marking the first quarter of year-over-year growth since Q4 2007. Domestic display grew 11% in Q1
2011 or 6% excluding acquisitions, driven by improved yield management of AOL properties.
 Advertising revenue was essentially flat after excluding the $41.8 million impact of AOL’s 2010 initiatives to optimize its product
offerings.
ff i
 Subscription revenue declines reflect a 22% decline in access subscribers year-over-year, while monthly average churn of 2.5%
continues the trend of meaningful year-over-year improvement.
 We changed our definition of Adjusted OIBDA to exclude restructuring costs and equity-based compensation in order to present a
measure we believe is more indicative of our core operating performance and better aligns us with the industry and analyst community.
community

 Net income and Adjusted OIBDA declines reflect the decline in revenue, increased investment in Patch, $9 million of transaction-related
expenses primarily related to the goviral and The Huffington Post acquisitions and $8.4 million in incentive compensation expense
related to acquisitions made in 2010 and in Q1 2011.
 Net income also includes $27.8 million in restructuring expenses related to The Huffington Post acquisition and the reassessment of our
operations in India.
 At March 31, 2011, AOL had $381.8 million of cash. Q1 2011 cash used by continuing operations was $9.3 million, while Free Cash
Flow was a $41.5 million outflow, reflecting lower operating income, the impact of full year 2010 employee bonus payments in Q1
2011 and the payment of transaction related expenses.

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Quarterly Revenue Breakdown
$1,000 Y/Y % Chg. Q/Q % Chg.
Advertising -11% -5%
$900 Subscription -24% -9%
$864
Other -18% -22%
$801
$80 $807
$800 $774

$700 $ 664
$592 $596
$600 $564 $551
(in Millions)

$500

$400

$300

$200

$100

$-
Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11
Advertising
g Subscription
p Other

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Quarterly Breakdown Of Advertising Revenue
$500 Y/Y % Chg. Q/Q % Chg.
$469 Display 4% -14%
$450 $440 Search & Contextual -21% -1%
$417 $412 Third Party Network -19% 4%
$400
$354
$350 $332
$314
$305
$300 $294
(in Millions)

$250

$200

$150

$100

$50

$-
Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11

Display Search & Contextual Third Party Network

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Impacts of AOL Implemented Initiatives (1)

($ in millions) Q1 2011
Initiative
Q1 2011 Q1 2010 Ch
Change I
Impact t

Advertising Revenue
Display $ 130.5 $ 125.6 4% (8.2)
Display
p y - Domestic 122.0 109.8 11% -
Display - International 8.5 15.8 -46% (8.2)
Search and contextual 95.8 120.7 -21% (7.7)
AOL Properties 226.3 246.3 -8% (15.9)
Third Party Network 87.4 108.0 -19% (25.9)
Total Advertising Revenue 313.7 354.3 -11% (41.8)

(1)AOL implemented initiatives relate to initiatives to wind down or shut down certain products and dispose of, shut down or reduce operations internationally.

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Quarterly Adjusted OIBDA and Incentive Compensation Related to Acquired Companies
$350
$

$312
$300
$285

$250 $246 $241 Includes $9M


$231 of transaction
expenses related
to recent
$200 acquisitions
$192

$166
(in Millions)

$158
$150

$
$99
$100

$50

$4.1 $8.4
$0.3 $0.0 $0.2 $0.2 $0.3 $0.4 $1.4
$-
Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11
Adjusted
j OIBDA (1) Incentive Compensation
p Related to Acquired
q Companies
p (2)

(1) Adjusted OIBDA excludes the impact of restructuring costs, noncash equity based compensation and the impact of gains and losses on all disposals of assets and
noncash asset impairments. Adjusted OIBDA includes incentive compensation related to acquisitions. See page 11 for a reconciliation of Adjusted OIBDA to operating
income.
(2) These amounts relate to incentive cash compensation arrangements with employees of acquired companies made at the time of acquisition. Incentive compensation
amounts are recorded as compensation expense over the future service period of the employees of the acquired companies. For tax purposes, a portion of these costs are
treated as additional basis in the acquired entity and are not deductible until disposition of the acquired company. Page 7
Access Subscribers and Churn Rate
9,000 Subscribers Churn Rate 4.0%

8,000 3.5%

7 000
7,000
3.0%
(in thousands)

6,000
2.5%

Churn
5,000
Subscriberrs

n Rate
2.0%
4,000

3,000 1.5%

2 000
2,000 1 0%
1.0%
Q1'09 Q2'09 Q3'09 Q4'09 Q1'10 Q2'10 Q3'10 Q4'10 Q1'11

Q1'09 Q2'09 Q3'09 Q4'09 FY'09 Q1'10 Q2'10 Q3'10 Q4'10 FY'10 Q1'11
Domestic AOL-brand access subscribers (in thousands) (1) 6,309 5,799 5,360 4,999 4,999 4,656 4,362 4,083 3,852 3,852 3,621
Y/Y % Change -27% -28% -28% -27% -27% -26% -25% -24% -23% -23% -22%
Q/Q % Change -8% -8% -8% -7% -7% -6% -6% -6% -6%
Domestic average monthly subscription revenue per AOL-brand access subscriber (ARPU) $18.48 $18.27 $18.54 $18.53 $18.46 $18.31 $18.10 $18.10 $18.12 $18.16 $17.96
Domestic AOL-brand access subscriber monthly average churn (2) 3.7% 3.5% 3.3% 3.0% 3.4% 3.0% 2.6% 2.6% 2.3% 2.6% 2.5%

(1) Domestic AOL-brand access subscribers include subscribers participating in introductory free-trial periods and subscribers that are paying no monthly fees or
reduced monthly fees through member service and retention programs. Individuals who have registered for our free offerings, including subscribers who have
migrated from paid subscription plans, are not included in the AOL-brand access subscriber numbers presented above. The average monthly subscription
revenue per subscriber is calculated as average monthly subscription revenue divided by the average monthly subscribers for the applicable period.
(2) Churn represents the number of subscribers that terminate or cancel our services, factoring in new and reactivated subscribers. Monthly average churn is
calculated as the monthly average of terminations plus cancellations divided by the initial subscriber base plus any new registrations and reactivations for the
applicable period.
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Unique Visitors

Q1 2011 Q1 2010 % Change

Unique Visitors (in millions)


Domestic average monthly unique visitors to AOL Properties 112 112 0%
Domestic average monthly unique visitors to the AOL Huffington Post Media Group (HPMG) (1) 100 103 -3%

Domestic average monthly unique visitors to AOL Advertising Network (2)


( )
179 186 -4%

(1) HPMG is a subset of AOL Properties and excludes Mail, Instant Messaging and Ventures.

(2) We also utilize unique visitors to evaluate the reach of our total advertising network, which includes both AOL Properties and the Third Party Network.

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Items Impacting Comparability
( millions,
(in ll except per share
h amounts)) Three M
Th Months
th EEnded
d dMMarch
h 31
31,
2011 2010

(1)
Accelerated amortization of intangible assets $ – $ (32.9)
Restructuring costs (27.8) (23.4)
Equity based compensation expense
Equity-based (10 4)
(10.4) (9 7)
(9.7)
(2)
Incentive compensation expense related to acquired companies (8.4) (0.3)

Pre-tax impact (46.6) (66.3)


(3)
Income tax impact 20.0 26.5
After-tax impact (26 6)
(26.6) (39 8)
(39.8)
Income tax benefit related to anticipated worthless stock deduction 7.1 –
(4)
Discontinued operations, net of tax – (6.5)
After-tax impact of items impacting comparability of net income $ (19.5) $ (46.3)

Impact
p per
p basic common share $ ((0.18)) $ ((0.44))

Impact per diluted common share $ (0.18) $ (0.43)


(3)
Effective tax rate 47.9% 40.0%
(1) Amortization of intangible assets for the quarter ended March 31, 2011 included the impact of the reevaluation of the useful lives of certain intangible assets in the fourth
quarter off 2009 in
i connection
i withi h our restructuring
i initiative.
i ii i
(2) These amounts relate to incentive cash compensation arrangements with employees of acquired companies made at the time of acquisition. Incentive compensation amounts

are recorded as compensation expense over the future service period of the employees of the acquired companies. For tax purposes, a portion of these costs are treated as
additional basis in the acquired entity and are not deductible until disposition of the acquired entity.
(3) The income tax impact for the three months ended March 31, 2011 was calculated based on AOL’s projected annual effective tax rate. The income tax impact for the three

months ended March 31, 2010 was calculated based on AOL’s annual effective tax rate, excluding the effect of the Bebo worthless stock deduction and goodwill impairment
charge.
(4) Discontinued operations, net of tax includes the results of operations of buy.at through its disposition date.

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(1)
Reconciliation of Non-GAAP Measures
(in millions) 2009 2010 2011

Three
months
Three months ended Year ended Three months ended Year ended ended
March 31 June 30 Sep 30 Dec 31 Dec 31 March 31 June 30 Sep 30 Dec 31 Dec 31 March 31

( 2)
Adjusted operating income before depreciation and amortization (OIBDA):

Operating income (loss) $ 141.9 $ 159.7 $ 128.6 $ 32.4 $ 462.6 $ 80.7 $ (1,331.8) $ 201.1 $ 67.4 $ (982.6) $ (11.8)
Add: Depreciation 68.6 72.2 65.4 54.9 261.1 54.3 51.9 46.9 43.2 196.3 44.4
Add: Amortization of intangible assets 34.8 33.3 31.6 38.2 137.9 62.2 35.7 22.8 24.6 145.3 24.2
Add: Restructuring costs 58.3 14.4 10.2 106.3 189.2 23.4 11.1 (0.4) (0.3) 33.8 27.8
Add: Equity-based compensation 6.2 1.6 2.8 1.9 12.5 9.7 9.2 8.3 8.9 36.1 10.4
Add: Asset impairments 2.3 4.3 7.3 9.2 23.1 1.4 1,415.9 7.8 1.4 1,426.5 1.5
Add: Losses/(gains) on disposal of consolidated businesses,
businesses net - - - - - - - (119 6)
(119.6) 13 6
13.6 (106 0)
(106.0) 16
1.6
Add: Losses/(gains) on other asset sales (0.2) (0.4) (0.1) (1.8) (2.5) (0.4) (0.1) (0.7) (0.8) (2.0) 1.0
Adjusted OIBDA $ 311.9 $ 285.1 $ 245.8 $ 241.1 $ 1,083.9 $ 231.3 $ 191.9 $ 166.2 $ 158.0 $ 747.4 $ 99.1
-
( 3)
Free Cash Flow:

Cash provided by continuing operations $ 316.6 $ 280.0 $ 176.8 $ 133.3 $ 906.7 $ 162.9 $ 159.0 $ 164.5 $ 107.1 $ 593.5 $ (9.3)
Less:
ess: Capital
Cap a expenditures
e pe d u es and
a d product
p oduc development
deve op e costs
cos s 331.1
. 36.0 36.7 331.5
.5 135.3
35.3 29.5
9.5 15.8
5.8 24.7
.7 25.9
5.9 95.9 21.2
.
Less: Principal payments on capital leases 7.2 7.6 8.1 8.2 31.1 8.3 8.7 9.9 10.6 37.5 11.0
Free Cash Flow: $ 278.3 $ 236.4 $ 132.0 $ 93.6 $ 740.3 $ 125.1 $ 134.5 $ 129.9 $ 70.6 $ 460.1 $ (41.5)
(1) This schedule includes the financial measures Adjusted OIBDA and Free Cash Flow, which are non-GAAP financial and may be different than similarly-titled non-GAAP financial measures
used by other companies. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in
accordance with generally accepted accounting principles (GAAP).
(2) We define Adjusted OIBDA as operating income before depreciation and amortization excluding the impact of restructuring costs, noncash equity-based compensation, gains and losses on all
disposals of assets (including those recorded in costs of revenues) and noncash asset impairments.
impairments During the first quarter of 2011,
2011 we modified our definition of Adjusted OIBDA to exclude the
impacts of restructuring costs, which we do not believe are indicative of our core operating performance, and equity-based compensation, which will allow us to be more closely aligned with the
industry and analyst community. We consider Adjusted OIBDA to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business
on a consistent basis across reporting periods, as it eliminates the effect of noncash items such as depreciation of tangible assets, amortization of intangible assets that were primarily recognized
in business combinations and asset impairments, as well as the effect of gains and losses on asset sales, which we do not believe are indicative of our core operating performance.
(3) We define Free Cash Flow as cash provided by continuing operations, less capital expenditures and product development costs and principal payments on capital leases. We consider Free Cash
Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the continuing business that, after capital expenditures and
p
capitalized pproduct development
p costs and pprincipal
p ppayments
y on capital
p leases, can be used ffor strategic
g opportunities,
pp includingg investingg in our business, makingg strategic
g acquisitions,
q and
strengthening the balance sheet. Analysis of Free Cash Flow also facilitates management's comparisons of our operating results to competitors' operating results and the results of discontinued
operations.

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