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The New AOL LLC Details: Search Bidding War By Next Year; $90M In Restructuring Charges

Some more details gleaned from AOL (NYSE: TWX) Inc’s first new filing with the SEC. We reported on the Google (NSDQ: GOOG) and Patch transaction earlier today.

—For one, AOL’s finally HQed in NYC, as it should have been a long time ago.
—Its stock will be listed on NYSE under the symbol “AOL.” The old AOL was listed on on Nasdaq NYSE, under “AMER”.
—“We have agreed to use Google’s algorithmic search and sponsored links on an exclusive basis in the United States through December 19, 2010.” That means MSN or Yahoo (or a combined MSN-Yahoo search, depending on a deal) could come in by next year and start a bidding war. If MSFT-YHOO search combo gets done, whoever tries to re-up with AOL may face more regulatory hurdles than before. Also, search ads are one-third of AOL’s ad revenues ($678 million in 2008), so its future revenues would depend on the kind of rev share it gets in the new deal.

—From the risk factors: “Because subscription revenues have relatively low direct costs, the expected decline in subscription revenues will likely result in declines in operating income and cash flows for the foreseeable future, even if we achieve growth in advertising revenues that offsets the expected decline in subscription revenues.”
—Good point: “In general, subscribers to our subscription access service are among the most engaged consumers on AOL Media.  As our subscriber base declines, we need to maintain the engagement of former subscribers similar to historical levels and increase the number and engagement of other consumers on AOL Media.”
—AOL’s deals in Europe: It sold its access businesses in UK, Germany and France in 2006-07, and provides these ISPs with programming/content on a rev share basis. “If one or more of these agreements is terminated by these third parties, or these parties take actions that affect the relationships with our former subscribers, our advertising revenues and business in Europe could be adversely affected.”
—The three months ended March 31, 2009 “include $7.4 million in amounts incurred related to securities litigation and government investigations.” Why is SEC investigation in AOL/TWX still going on?
—“In addition, we continue to offer Internet access services under the CompuServe and Netscape brands.” Really?
—The number of domestic AOL-brand access subscribers was 6.9 million, 9.3 million and 13.2 million at December 31, 2008, 2007 and 2006, respectively.  For the years ended December 31, 2008, 2007 and 2006, its subscription revenues were $1,929 million, $2,788 million and $5,784 million, respectively. Will be below a billion, likely, by the end of this year.
—“We employ approximately 7,000 people, based in 18 countries around the world, including the U.S, India, UK, Germany, Ireland, Israel, Canada and France.  The countries outside of U.S. where we have the largest employee populations are India, with over 1,000, and the United Kingdom, with approximately 500.”
—“On May 12, 2009, the French tax authority issued a collection notice for €94 million, the amount of the 2003 and 2004 assessments.  The Company is currently appealing the assessments at the French VAT audit level.”
—Layoffs and reorg charges: for Q109, it had restructuring charges of $58.3 million related primarily to “involuntary employee terminations and facility closures.” It expects $90 million of additional restructuring charges during the remaining nine months of 2009.
—Reduced paid-search revenues from the Google relationship resulted in a $21million decline (in Q109) due primarily to decreases in search query volume on certain AOL Media properties.
—During the years ended December 31, 2008, 2007 and 2006, AOL incurred $23.3 million, $28.4 million and $35.8 million, respectively, of expenses related to charges for services performed by Time Warner. 
—The results of operations of Bebo and buy.at…were not material to the company’s consolidated results in 2008.
—In 2007, Time Warner purchased a perpetual right to use a series of patents from a third party on behalf of AOL and other divisions of Time Warner.  Based on AOL’s usage of the technology underlying these patents relative to other divisions, approximately $21 million of the consideration paid by Time Warner for this right has been allocated to AOL.

Jul 27, 2009 10:42 PM ET

AOL Running Man Statue Photo: AP Images

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Posted In: Companies, AOL, Time Warner

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