Third Quarter 2011 Earnings S Summary E i

Cautionary Statement Concerning Forward-Looking Statements
This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform forward-looking statements 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 forwardlooking 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 law, to, to, 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 1ARisk 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 competitive, technology-driven industry. industry is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. Our actual results could differ materially from management’s expectations because of changes in such factors. Continual decline in 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 the “Risk Factors” section contained in the Annual Report as well as, among other things: 1) changes in our plans, strategies and intentions; 2) the impact of significant acquisitions, dispositions and other similar transactions; 3) our ability to attract and retain key employees; 4) any cost reductions, restructuring actions or similar efforts, including with respect to any associated savings charges or other amounts; 5) market adoption of new products and services; savings, 6) the failure to meet earnings expectations; 7) asset impairments; 8) decreased liquidity in the capital markets; 9) our inability to access the capital markets for debt securities or bank financings; and 10) 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 September 30, 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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Q3 Noteworthy Items
 AOL substantially closed the gap to becoming a top-line growth company once again with its total revenue decline of 6%, marking the lowest level of decline in 5 years, driven by the second consecutive quarter of year-over-year global advertising revenue growth: o Global display revenue grew year-over-year for the third consecutive quarter. o Third party network revenue grew year-over-year for the second consecutive quarter and sequentially for the fifth consecutive quarter. o S Search and contextual revenue d li d 15% (it l h d t t l declined (its lowest rate of d li t t f decline i 2 years) reflecting l in ) fl ti lower revenue f from unprofitable distribution deals exited in 2010, lower international search revenue and the continued decline in subscribers offset by growth in AOL.com. AOL grew consumer usage in key internet growth areas: o Total HPMG usage grew year-over-year with growth coming from brands like; The Huffington Post (which launched or g g y y g g ; g ( relaunched 18 properties and surpassed 35 million monthly unique visitors in Q3), Stylelist, AOL Autos, AOL Entertainment and TechCrunch. o In local, Patch surpassed 10 million monthly unique visitors and 10,000 bloggers on its platform while launching a new self service advertising product and deal of the day offering, Patch Deals. o In premium formats, Devil adoption continues to grow with the number of advertisers and campaigns from advertisers using th f i the format growing over 50% over l t quarter. t i last t o In video, AOL continued to grow its video views and viewers rapidly and announced a slate of more than 15 original web series for key audiences, including women, teens and young adults. Subscription revenue declines reflect a 15% decline in domestic AOL-brand access subscribers year-over-year, while monthly average churn of 2.2% continues the trend of meaningful year-over-year churn reduction. AOL’s decline in operating income and Adjusted OIBDA year-over-year reflects lower total revenue, continued investment in Patch and other strategic areas and an $8.5 million increase in retention compensation related to acquisitions made in 2010 and 2011. The decline in operating income year-over-year also reflects a $7.1 million restructuring charge in Q3 2011 and the $119.6 million gain on the sale of ICQ in Q3 2010. On August 10 2011 AOL’s Board of Directors authorized the Company to repurchase up to $250 million of its common 10, 2011, AOL s stock. AOL repurchased 9.7 million shares of common stock between August 11, 2011 and November 2, 2011 at an average price of $13.39 per share or approximately $130 million in aggregate. At September 30, 2011, AOL had $444.1 million of cash. Q3 2011 cash provided by continuing operations was $81.1 million, while Free Cash Flow was $56.4 million. Page 3

 

Quarterly Revenue Breakdown
$1,000 $900 $800 $700 $600
(in Millions)

$864 $801 $774 $807

Advertising Subscription Other

Y/Y % Chg. 8% -22% -15%

Q/Q % Chg. 0% -5% 1%

$ 664 $592 $596 $564 $551 $542 $532

$500 $400 $300 $200 $100 $Q1'09 Q2'09 Q3'09 Q4'09
Advertising

Q1'10

Q2'10
Other

Q3'10

Q4'10

Q1'11

Q2'11

Q3'11

Subscription

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Advertising Revenue By Quarter
$500 $450 $400 $354 $350 $305 $300
(in Millions)

$469 $440 $417 $412

Y/Y % Chg. Display 15% Search & Contextual -15% Third Party Network y 28%

Q/Q % Chg. -1% -3% 2%

$332 $294 $314

$319

$318

$250 $200 $150 $100 $50 $Q1'09 Q2'09 Q3'09
Display

Q4'09

Q1'10

Q2'10

Q3'10

Q4'10

Q1'11

Q2'11

Q3'11

Search & Contextual

Third Party Network

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Impacts of AOL Implemented Initiatives

(1)

($ in millions)

Q3 2011 Advertising revenue: Display revenue - global Search and contextual revenue - global AOL Properties Third Party Network revenue - global Total advertising revenue $

Q3 2010

Change

Q3 2011 Initiative I iti ti Impact

$

136.7 85.1 221.8 95.9 95 9 317.70

$

119.1 99.7 218.8 74.7 74 7

15% -15% 1% 28% 8%

$

(0.9) (0.8) (1.7) (0.7) (0 7)

$

293.50

$

(2.40)

(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 Adj. OIBDA & Acquisition Related Incentive Compensation
$350
$312

$300

$285

$250

$246

$241 $231

$ $200
(in Millions)

$192 $166 $158

$150

$100

$99 $77 $87

$50
$4.1 $8.4 $10.6 $9.9

$-

$0.3

$0.0

$0.2

$0.2

$0.3

$0.4

$1.4

Q1'09

Q2'09

Q3'09

Q4'09
(1)

Q1'10

Q2'10

Q3'10

Q4'10

Q1'11
(2)

Q2'11

Q3'11

Adjusted OIBDA j

Incentive Compensation Related to Acquired Companies p q p

(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.

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Access Subscribers and Churn Rate
9,000 8,000
(in thousands)
Subscribers Churn Rate

4.0% 3.5% 3.0%

7,000 6,000 2.5% 5,000 5 000 2.0% 4,000 3,000 2,000 Q1'09 Q2'09 Q3'09 Q4'09 Q1'10
Q1'09 Q2'09
5,799 -28% 28% -8% $18.27 3.5%

Churn Rate n

Subscriber rs

1.5% 1.0% Q2'10
Q3'09
5,360 -28% 28% -8% $18.54 3.3%

Q3'10
Q4'09
4,999 -27% 27% -7% $18.53 3.0%

Q4'10
Q1'10
4,656 -26% 26% -7% $18.31 3.0%

Q1'11
Q3'10
4,083 -24% 24% -6% $18.10 2.6%

Q2'11
Q4'10
3,852 -23% 23% -6% $18.12 2.3%

Q3'11
Q1'11
3,621 -22% 22% -6% $17.96 2.5%

FY'09
4,999 -27% 27% $18.46 3.4%

Q2'10
4,362 -25% 25% -6% $18.10 2.6%

FY'10
3,852 -23% 23% $18.16 2.6%

Q2'11
3,433 -21% 21% -5% $17.53 2.2%

Q3'11
3,452 -15% 15% 1% $17.49 2.2%

Domestic AOL-brand access subscribers (in thousands) (1) Y/Y % Change Q/Q % Change Domestic average monthly subscription revenue per AOL-brand access subscriber (ARPU) Domestic AOL-brand access subscriber monthly average churn (2)

6,309 -27% 27% -8% $18.48 3.7%

(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 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. *During the quarter, AOL began a price rationalization program and migrated certain individuals who did not previously receive access service to a higher priced plan with additional services that included access service. As a result, domestic AOL-brand access subscribers increased by approximately 200,000, leading to a lower year-over-year rate of decline than we have seen in recent quarters. The monthly fee billed to these subscribers is lower than our average monthly fees to other subscribers, and as a result, ARPU was negatively impacted by the migration.

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Unique Visitors
Q3 2011 Unique Visitors (in millions) Domestic average monthly unique visitors to AOL Properties Domestic average monthly unique visitors to the AOL Huffington Post Media Group (HPMG) (1) Domestic average monthly unique visitors to AOL Advertising Network (2) 107 97 187 106 97 183 1% 0% 2% Q3 2010 % Change

(1) HPMG is a subset of AOL Properties and excludes Mail, Instant Messaging and AOL 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
(in millions, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2011
Accelerated amortization of intangible assets Restructuring costs Goodwill impairment charge Gain on sale of Kayak Software Corporation Equity-based compensation expense Retention compensation expense related to acquired companies p Pre-tax impact Income tax impact After-tax impact Income tax benefit related to anticipated worthless stock deduction Discontinued operations, net of tax After tax After-tax impact of items impacting comparability of net income Impact per basic and diluted common share Effective tax rate
(5) (4) (3) (2) (1)

2010
– (7.1) – – $ – 0.4 – 17.5 (8.3) (1.4) 8.2 (3.6) 4.6 (3.2) $ $ (0.9) 0.5 05 0.00 39.9% $ $ $

2011
– (35.5) – – (31.7) (28.9) ( (96.1) ) 30.8 (65.3) 7.1 – (58.2) (58 2) (0.55) 38.9% $ $ $

2010
(40.0) (34.1) (1,414.4) 17.5 (27.2) (2.1) ( (1,500.3) ) 41.4 (1,458.9) 299.5 6.6 (1,152.8) (1 152 8) (10.81) 39.9%

$

(10.3) (9.9) ( (27.3) ) 8.4 (18.9) – $ $ – (18.9) (18 9) (0.18) 38.9%

(1) Amortization of intangible assets for the three and nine months ended September 30, 2010 included the impact of the reevaluation of the useful lives of certain intangible assets i the f in h fourth quarter of 2009 i connection with our restructuring i i i i h f in i ih i initiative. (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 retention 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 is calculated by applying the normalized effective tax rate to deductible items. Items that are not deductible include the majority of the goodwill impairment charge and a portion of the incentive compensation expense, discussed above. (4) Discontinued operations, net of tax includes the results of operations of buy.at for the three and nine months ended September 30, 2010. (5) For the three and nine months ended September 30, 2011 was calculated based on AOL’s 2011 projected normalized annual effective tax rate. The income tax impact for the three and nine months ended S t b 30 2010 was calculated b th th d i th d d September 30, l l t d based on AOL’ 2010 normalized annual effective t rate. d AOL’s li d l ff ti tax t

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Reconciliation of Non-GAAP Measures
2009 2010

(1)

2011

(in millions)
March 31

Three months ended June 30 Sep 30

Dec 31

Year ended Dec 31

March 31

Three months ended June 30 Sep 30

Dec 31

Year ended Dec 31

Three months ended March 31 June 30 Sep 30

Adjusted operating income before depreciation and amortization (OIBDA): Operating income (loss) $ Add: Depreciation Add: Amortization of intangible assets Add: Restructuring costs Add: Equity-based compensation Add: Asset impairments Add: Losses/(gains) on disposal of consolidated businesses, net Add: Losses/(gains) on other asset sales Adjusted OIBDA $ Free Cash Flow:
( 3)

( 2)

141.9 $ 68.6 34.8 58.3 6.2 2.3 (0.2) 311.9 $

159.7 $ 72.2 33.3 14.4 1.6 4.3 (0.4) 285.1 $

128.6 $ 65.4 31.6 10.2 2.8 7.3 (0.1) 245.8 $

32.4 $ 462.6 54.9 261.1 38.2 137.9 106.3 189.2 1.9 12.5 9.2 23.1 (1.8) (2.5) 241.1 $ 1,083.9

$

$

80.7 $ (1,331.8) $ 54.3 51.9 62.2 35.7 23.4 11.1 9.7 9.2 1.4 1,415.9 (0.4) (0.1) 231.3 $ 191.9 $

201.1 $ 46.9 22.8 (0.4) 8.3 7.8 (119.6) (0.7) 166.2 $

67.4 $ (982.6) 43.2 196.3 24.6 145.3 (0.3) 33.8 8.9 36.1 1.4 1,426.5 13.6 (106.0) (0.8) (2.0) 158.0 $ 747.4 -

$

$

(11.8) $ 44.4 24.2 27.8 10.4 1.5 1.6 1.0 99.1 $

(5.8) $ 42.4 26.7 0.6 11.0 2.7 (1.0) 76.6 $

8.6 38.3 22.6 7.1 10.3 0.9 (0.1) 87.2

Cash provided (used) by continuing operations Less: Capital expenditures and product development costs Less: Principal payments on capital leases Free Cash Flow

$

$

316.6 $ 31.1 7.2 278.3 $

280.0 $ 36.0 7.6 236.4 $

176.8 $ 36.7 8.1 132.0 $

133.3 $ 31.5 8.2 93.6 $

906.7 135.3 31.1 740.3

$

$

162.9 $ 29.5 8.3 125.1 $

159.0 $ 15.8 8.7 134.5 $

164.5 $ 24.7 9.9 129.9 $

107.1 $ 25.9 10.6 70.6 $

593.5 95.9 37.5 460.1

$

$

(9.3) $ 21.2 11.0 (41.5) $

104.8 $ 14.9 12.7 77.2 $

81.1 12.9 11.8 56.4

(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 y p p p p p 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. During the first quarter of 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 p y g p , p p p p p p p y p 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 capitalized product development costs and principal payments on capital leases, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, 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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