8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 13, 2014

AOL INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34419	20-4268793
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

770 Broadway, New York, New York 10003

(Address of Principal Executive Offices) (Zip Code)

212-652-6400

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2014, AOL Inc. (the “Company”), entered into an Amendment (the “Amendment”) to the Credit Agreement, dated as of July 1, 2013 (the “Credit Agreement”) among AOL Inc. as Borrower, several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The amendment provides for amendments to, among other provisions, the indebtedness, restricted payment and swap agreement negative covenants and the cross-default event of default to accommodate the issuance of certain convertible notes and the entry into certain note hedge and warrant transactions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

On August 14, 2014, the Company issued a press release announcing the pricing of its private offering of $330 million aggregate principal amount of the Notes and its grant to the initial purchasers of an option to purchase up to $49.5 million aggregate principal amount of the Notes to cover over-allotments, if any. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Amendment to Credit Agreement among AOL Inc. as Borrower, several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, dated August 13, 2014.
99.1	Press release issued by AOL Inc., dated August 14, 2014.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AOL INC.
By:	/s/ Karen Dykstra
Name:	Karen Dykstra
Title:	Chief Financial and Administrative Officer

Date: August 14, 2014

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
10.1	Amendment to Credit Agreement among AOL Inc. as Borrower, several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, dated August 13, 2014.
99.1	Press release issued by AOL Inc., dated August 14, 2014.

4

EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT

FIRST AMENDMENT (this “Agreement”), dated as of August 13, 2014, to that certain Credit Agreement, dated as of July 1, 2013 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) among AOL INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

RECITALS:

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to the Credit Agreement, and the Borrower has requested that the Credit Agreement be amended as set forth herein;

WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the Administrative Agent and the Required Lenders are willing to agree to this Agreement upon the terms and conditions set forth herein; and

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein (including in the recitals above) has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendments.

2.1 Amendments to Section 1.1 of the Credit Agreement.

(a) The following terms shall be inserted into Section 1.1 in appropriate alphabetical order:

““2014 Convertible Notes”: the Convertible Senior Notes due 2019 to be issued pursuant to an Indenture, dated on or about August 19, 2014, by and among Borrower and The Bank of New York Mellon, in its capacity as trustee, as amended, restated, supplemented or otherwise modified from time to time.”

““Permitted Bond Hedge Transaction”: any call or capped call option (or substantively equivalent derivative transaction) on Borrower’s common stock purchased by the Borrower in connection with the issuance of any convertible notes permitted under Section 7.2; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by Borrower from the sale of such convertible notes issued in connection with the Permitted Bond Hedge Transaction.”

““Permitted Warrant Transaction”: any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on Borrower’s common stock sold by Borrower substantially concurrently with any purchase by Borrower of a related Permitted Bond Hedge Transaction with a strike price higher than the strike price of the Permitted Bond Hedge Transaction.”

““Reference Bank”: JPMorgan Chase Bank, N.A. and Fifth Third Bank or such additional or other banks as may be appointed by the Administrative Agent and reasonably acceptable to the Borrower; provided that, at any time, the maximum number of Reference Banks does not exceed seven.”

(b) The definition of “Eurodollar Rate” shall be amended and restated in its entirety as follows:

“Eurodollar Rate”: with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark Association (or any other person which takes over the administration of that rate) for Dollars and period as appearing on pages LIBOR01 or LIBOR02 of the Reuters Screen (or on any successor or substitute page on such screen, or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters; a “Screen Rate”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. If no such Screen Rate is available, the Eurodollar Rate shall mean the arithmetic mean of the rates (rounded upwards to the nearest 1/100th of 1.00% per annum) as supplied to the Administrative Agent at its request quoted by the Reference Banks to the leading banks in the London interbank market two London Business Days before the first day of such Interest Period for Dollar deposits of a duration equal to the duration of such Interest Period; provided that any Reference Bank that has failed to provide a quote in accordance with Section 2.9(c) shall be disregarded for purposes of determining the mean.

(c) Clause (j) of the definition of “Indebtedness” shall be amended and restated in its entirety as follows:

“(j) for the purposes of Section 8(e) only, all obligations of such Person in respect of Swap Agreements (excluding obligations in respect of Swap Agreements accounted for by the Borrower as equity under GAAP).”

2.2 Amendment to Section 2.9 of the Credit Agreement.

A new Section 2.9(c) shall be inserted in the proper sequential order as follows:

“(c) Upon the request of the Administrative Agent, each Reference Bank (whether or not currently a Lender hereunder) agrees that, if such Reference Bank is currently providing quotes for Dollar deposits to leading banks in the London interbank market, it will promptly (and no later than the Business Day following such request) supply the Administrative Agent with the rate quoted by such Reference Bank to leading banks in the London interbank market two Business Days before the first day of the relevant Interest Period for Dollar deposits of a duration equal to the duration of such Interest Period.”

2.3 Amendments to Section 2.13 of the Credit Agreement.

(a) Section 2.13 shall be amended by deleting each reference to “W-8BEN” therein and replacing it with “W-8BEN or W-8BEN-E (as applicable)” in lieu thereof.

(b) Section 2.13(f)(ii)(B)(2) shall be amended and restated in its entirety as follows:

“(2) in the case of a Non-U.S. Lender claiming that its extension of credit will generate U.S. effectively connected income, executed originals of IRS Form W-8ECI;”

2.4 Amendment to Section 2.17 of the Credit Agreement.

Section 2.17(c)(i) shall be amended by deleting the “(x)” therein and inserting “(x)” immediately before “to the extent” therein and by inserting “if” immediately after the “(y)” therein.

2.5 Amendment to Section 3.1 of the Credit Agreement.

Section 3.1(a) shall be amended by replacing “(i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero” in its entirety by:

“(i) the L/C Obligations would exceed the L/C Commitment, (ii) the Revolving Extensions of Credit of the Issuing Lender would exceed its Revolving Commitment or (iii) the aggregate amount of the Available Revolving Commitments would be less than zero”

2.6 Amendment to Section 7.2 of the Credit Agreement.

Section 7.2(f) shall be amended and restated in its entirety as follows:

“(f) (i) the 2014 Convertible Notes and (ii) other unsecured Indebtedness of Borrower consisting of notes convertible into common Capital Stock of Borrower, whether such conversion is to be settled in common Capital Stock of Borrower, cash or a combination thereof, so long as, in the case of clause (ii), (A) after giving effect to the incurrence of such Indebtedness, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.1, (B) at the time of incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing and (C) the documentation governing such unsecured convertible Indebtedness contains customary market terms for similar transactions at the time of incurrence of such indebtedness (as determined in good faith by the Borrower);”

2.7 Amendments to Section 7.6 of the Credit Agreement.

(a) Section 7.6 shall be amended by inserting the following immediately after “collectively,” therein:

“and including, in any event, any cash settlement in respect of any convertible Indebtedness permitted by Section 7.2(f),”

(b) Section 7.6(f) shall be amended and restated in its entirety as follows:

“(f) (i) the Borrower may make any payment of premium by the Borrower to a counterparty under a Permitted Bond Hedge Transaction, (ii) the Borrower may make

any payment in connection with a Permitted Warrant Transaction (x) by delivery of shares of the Borrower’s common stock upon net share settlement thereof or (y) by set-off and/or payment of an early termination payment or similar payment thereunder in the Borrower’s common stock upon any early termination thereof (provided that, in the case of an early termination of such Permitted Warrant Transaction to which customary exceptions to the right of an issuer to settle the relevant early termination payment or similar payment obligation in shares apply, Borrower may make the relevant early termination in cash), and (iii) the Borrower may make any payment of cash in lieu of fractional shares pursuant to the terms of any Permitted Bond Hedge Transaction, any Permitted Warrant Transaction or any convertible Indebtedness permitted by Section 7.2(f);”

(c) Section 7.6(h) shall be amended by deleting the “.” at the end thereof and replacing it with “; and” in lieu thereof.

(d) A new Section 7.6(i) shall be inserted therein as follows:

“(i) cash settlement upon conversion of convertible Indebtedness permitted by Section 7.2(f) in an amount not to exceed the sum of (x) the principal amount of such convertible Indebtedness so converted, plus (y) any payments received by Borrower pursuant to the exercise, settlement or termination of any related Permitted Bond Hedge Transaction, plus (z) the amount of cash required to be paid pursuant to the terms of such convertible Indebtedness in lieu of fractional shares.

2.8 Amendment to Section 7.9 of the Credit Agreement.

Section 7.9 shall be amended and restated in its entirety as follows:

“7.9 Swap Agreements. Enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual or reasonably anticipated exposure (other than those in respect of Capital Stock), (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary, (c) any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (d) any accelerated share repurchase contract, prepaid forward purchase contract or similar contract with respect to the purchase by the Borrower of the Capital Stock of Borrower which purchase is permitted by Section 7.6(e).”

2.9 Amendment to Section 8 of the Credit Agreement.

Section 8 shall be amended by adding the following proviso at the end of the proviso therein immediately prior to the “; or” appearing therein:

“; provided further that, for the avoidance of doubt, it is agreed that neither a conversion of convertible Indebtedness permitted by Section 7.2(f) nor the occurrence of the events giving rise to such conversion right shall be considered to constitute such Indebtedness becoming due prior to its stated maturity or becoming payable, in each case for purposes of clause (iii) of this paragraph (e)”

2.10 Amendment to Section 10.6 of the Credit Agreement.

Section 10.6(b)(iii) shall be amended by inserting the following immediately after “10.5” therein:

“and, in the case of each Reference Bank, bound by its continuing obligations under Section 2.9(c)”

2.11 Amendment to Section 10.12 of the Credit Agreement.

Section 10.12(a) shall be amended by inserting “sitting in the Borough of Manhattan” immediately after “State of New York” therein and by inserting “sitting in the Borough of Manhattan” immediately after “Southern District of New York” therein.

2.12 Amendment to Exhibit D of the Credit Agreement.

Exhibit D shall be amended by inserting “supplemented or otherwise modified from time to time,” immediately following “as amended” in the first paragraph thereof.

2.13 Amendment to Exhibit E of the Credit Agreement.

Exhibits E-1, E-2, E-3 and E-4 shall be amended by deleting each reference to “W-8BEN” therein and replacing it with “W-8BEN or W-8BEN-E (as applicable)” in lieu thereof.

Section 3. Conditions. This Agreement shall become effective on the date on which the following conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”):

(a) The Administrative Agent shall have received a counterpart of this Agreement, executed and delivered by (i) a duly authorized officer of the Borrower and (ii) the Required Lenders.

(b) All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have been paid.

(c) Each of the representations and warranties made by the Loan Parties in or pursuant to the Credit Agreement or in or pursuant to the other Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(d) No Default or Event of Default shall exist on the Amendment Effective Date.

(e) The Administrative Agent shall have received an officer’s certificate from a Responsible Officer of the Borrower and dated as of the Amendment Effective Date, certifying that each condition set forth in Sections 3(c) and (d) hereof have been satisfied on and as of the Amendment Effective Date.

Section 4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 5. Effect of This Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Lender or Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

Section 6. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof.

Section 7. Miscellaneous. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement. The Borrower shall pay all reasonable fees, costs and expenses of the Administrative Agent incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

AOL INC.
By:	/s/ Karen Dykstra
	Name:	Karen Dykstra
	Title:	Chief Financial and Administrative Officer

[Amendment to Credit Agreement – Signature Page]

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Tina Ruyter
	Name:	Tina Ruyter
	Title:	Executive Director

[Amendment to Credit Agreement – Signature Page]

Fifth Third Bank, as Lender
By:	/s/ Robert Urban
	Name:	Robert Urban
	Title:	Managing Director

[Amendment to Credit Agreement – Signature Page]

HSBC Bank USA, National Association, as Lender
By:	/s/ Varun Gupta
	Name:	Varun Gupta
	Title:	Vice President

[Amendment to Credit Agreement – Signature Page]

Bank of America, N.A., as Lender
By:	/s/ Prayes Majmudar
	Name:	Prayes Majmudar
	Title:	Director

[Amendment to Credit Agreement – Signature Page]

Deutsche Bank AG New York Branch, as Lender
By:	/s/ Anca Trifan
	Name:	Anca Trifan
	Title:	Managing Director
By:	/s/ Dusan Lazarov
	Name:	Dusan Lazarov
	Title:	Director

[Amendment to Credit Agreement – Signature Page]

GOLDMAN SACHS BANK USA, as Lender
By:	/s/ Michelle Latzoni
	Name:	Michelle Latzoni
	Title:	Authorized Signatory

[Amendment to Credit Agreement – Signature Page]

PNC BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/ Edward Tessalone
	Name:	Edward Tessalone
	Title:	Senior Vice President

[Amendment to Credit Agreement – Signature Page]

EX-99.1

Exhibit 99.1

AOL ANNOUNCES PRICING OF $330 MILLION PRIVATE OFFERING OF

0.75% CONVERTIBLE SENIOR NOTES AND

PRICING OF PRIVATE NOTE HEDGE TRANSACTIONS AND WARRANT SALES

***

NEW YORK, August 14, 2014 - AOL Inc. (NYSE: AOL) announced today the pricing of its private offering of $330 million aggregate principal amount of 0.75% Convertible Senior Notes due 2019 (the “notes”) to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced $300 million aggregate principal amount of notes. AOL has granted the initial purchasers of the notes a 30-day option to purchase up to an additional $49.5 million aggregate principal amount of notes. The offering is expected to close on August 19, 2014, subject to customary closing conditions.

The notes will be AOL’s unsecured obligations, effectively subordinated in right of payment to any future secured senior indebtedness and structurally subordinated to all existing and future indebtedness of AOL’s subsidiaries. The notes will pay interest semi-annually in cash on March 1 and September 1 at a rate of 0.75% per year, commencing March 1, 2015. The notes will mature on September 1, 2019, unless earlier repurchased or converted.

AOL estimates that the net proceeds from the offering of the notes will be approximately $319.9 million (or approximately $368.1 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses. In addition, AOL expects to receive proceeds from the sale of the warrants described below. AOL expects to use (i) approximately 40 million of the net proceeds from the offering to repurchase shares of its common stock from purchasers of the notes in this offering in privately negotiated transactions, (ii) approximately $31.8 million of the net proceeds to fund the cost of the convertible note hedge transactions (net of the proceeds from the warrant transactions) with the hedge counterparties, as described below, and (iii) the remainder of the net proceeds for general corporate purposes, which may include additional share repurchases, acquisitions or other strategic transactions and working capital. The stock repurchases are part of AOL’s previously announced $150.0 million share repurchase program. The purchase price per share of the common stock repurchased in such transactions will equal the closing price per share of AOL common stock on August 13, 2014, which was $42.46. In addition, following the offering AOL may repurchase additional shares of its common stock pursuant to its stock repurchase program. These repurchases, as well as repurchases from purchasers of notes in the offering, could increase, or prevent a decrease in, the market price of AOL common stock or the notes.

The holders of the notes will have the ability to require AOL to repurchase all or any portion of their notes for cash in the event of a fundamental change. In such case, the repurchase price would be 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest.

Prior to May 1, 2019, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day preceding the maturity date of the notes. The notes will be convertible at an initial conversion rate of 17.4456 shares of AOL common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $57.32 per share, which represents a conversion premium of approximately 35% to the last reported sale price of $42.46 per share of AOL common stock on the NYSE on August 13, 2014. In addition, following certain corporate transactions that occur prior to the maturity date, AOL will, in certain circumstances, increase the conversion rate for a holder that elects to convert its notes in connection with such corporate transaction. Upon any conversion, AOL’s conversion obligation will be settled in cash, shares of AOL common stock, or a combination of cash and shares of AOL common stock, at AOL’s election.

In connection with the offering of the notes, AOL has entered into privately negotiated convertible note hedge transactions with certain initial purchasers of the notes or their affiliates (the “hedge counterparties”). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the number of shares of AOL common stock that will initially underlie the notes. AOL has also entered into separate privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of AOL common stock. The strike price of the warrant transactions will initially be $84.92 per share, which represents a 100% premium to the last reported sale price of AOL common stock on the NYSE on August 13, 2014. In addition, if the initial purchasers exercise their option to purchase additional notes, AOL may sell additional warrants and use a portion of the proceeds from the sale of the additional notes and from the sale of the additional warrants to enter into additional convertible note hedge transactions. The convertible note hedge transactions are expected to reduce the potential dilution with respect to AOL common stock and/or offset cash payments AOL is required to make in excess of the principal amount of converted notes upon conversion of the notes. However, the warrant transactions will have a dilutive effect with respect to AOL common stock to the extent that the market price per share of AOL common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.

In connection with establishing their initial hedges of the convertible note hedge transactions and warrant transactions concurrently with, or shortly after, the pricing of the notes, the hedge counterparties or their affiliates expect to purchase AOL common stock in open market transactions and/or privately negotiated transactions and/or enter into cash-settled derivative transactions with respect to AOL common stock. In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to AOL common stock and/or by purchasing or selling AOL common

2

stock or other AOL securities in open market transactions and/or privately negotiated transactions following the pricing of the notes from time to time (and are likely to do so during any conversion period related to a conversion of notes). Any of these hedging activities could also increase, decrease or prevent a decline in, the market price of AOL common stock.

The notes and the shares of AOL common stock issuable upon conversion thereof, if any, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the offering, 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 under no 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. With respect to the offering, such uncertainties and circumstances include whether AOL will consummate the offering; the anticipated use of proceeds from the offering; and whether the convertible note hedge and warrant transactions will become effective. 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 the “Risk Factors” sections contained in our Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”) and our Quarterly Report on Form 10-Q for the three months ended June 30, 2014 (“Quarterly Report”), filed with the Securities and Exchange Commission. 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 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. Achieving our business and financial objectives, including improved financial results and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under the “Risk Factors” sections contained in the Annual Report and Quarterly Report as well as, among other things: 1) changes in our plans,

3

strategies and intentions; 2) stock price volatility; 3) future borrowing and restrictive covenants under the revolving credit facility; 4) the impact of significant acquisitions, dispositions and other similar transactions; 5) our ability to attract and retain key employees; 6) any negative unintended consequences of cost reductions, restructuring actions or similar efforts, including with respect to any associated savings, charges or other amounts; 7) adoption of new products and services; 8) our ability to attract and retain unique visitors to our properties; 9) asset impairments; and 10) the impact of “cyber-attacks.”

Contacts:

AOL Investor Relations and Corporate Communications

Eoin Ryan

212-206-5025

Eoin.Ryan@teamaol.com

AOL Inc.

770 Broadway, New York, NY, 10003

4