AMERICA ONLINE INC
8-K, 2000-04-21
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       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):  April 18, 2000

                              AMERICA ONLINE, INC.

               (Exact Name of Registrant as Specified in Charter)

         Delaware                       0-19836               54-1322110
(State or Other Jurisdiction    (Commission File Number)     (IRS Employer
   of Incorporation)                                       Identification No.)

                     22000 AOL Way, Dulles, Virginia 20166
               (Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code:        (703) 265-1000
                                                     --------------------------

Item 5.     Other Events.

         On April 18, 2000, America Online,  Inc. ("AOL") issued a press release
announcing  fiscal year 2000 third quarter results.  A copy of the press release
is attached  hereto as Exhibit 99.1 and  incorporated  herein by  reference.  In
conjunction  with this press  release,  the Company held a telephone  conference
with   analysts   and  others,   in  the  course  of  which  the  Company   made
forward-looking  statements with respect to network costs, numbers and growth of
subscribers, marketing expenses, and financial and operating results. An excerpt
from  the  transcript  of the  call is  attached  hereto  as  Exhibit  99.2  and
incorporated herein by reference.

         The above-referenced  statements are forward-looking  statements within
the meaning of the Safe Harbor Provisions of the Private  Securities  Litigation
Reform  Act of 1995,  and are  based on  management's  current  expectations  or
beliefs and is subject to a number of factors and uncertainties that could cause
actual results to differ materially.  The following factors, among others, could
cause  actual  results  to  differ  materially  from  those  referred  to in the
forward-looking statements: inability to obtain, or meet conditions imposed for,
governmental  approvals  for the  merger;  failure  of the  AOL or  Time  Warner
stockholders  to  approve  the  merger;  the risk  that the AOL and Time  Warner
businesses  will not be  integrated  successfully;  costs related to the merger;
inability to further identify,  develop and achieve  commercial  success for new
products  and  services  and access  and  distribution  technologies;  increased
competition and its effects on pricing, spending, third-party relationships, the
subscriber base and revenues;  inability to establish and maintain relationships
with commerce, advertising, marketing, technology and content providers; risk of
accepting warrants in certain  agreements;  risks of new and changing regulation
in the U.S. and  internationally.  For a detailed  discussion of these and other
cautionary statements, please refer to the Company's filings with the Securities
and Exchange Commission,  especially in the "Forward-Looking Statements" section
of the  Management's  Discussion and Analysis section of the Company's Form 10-K
for the  fiscal  year ended June 30,  1999 and the Risk  Factors  section of the
Company's S-3 filing that became effective in November 1999.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)  Not Applicable.

         (b)  Not Applicable.

         (c)  Exhibits.

                  99.1  Press Release Dated April 18, 2000 By America Online,
                        Inc. Announcing Fiscal 2000 Third Quarter Results

                  99.2  Excerpt from Transcript of Analysts' Call Held on
                        April 18, 2000

                                    SIGNATURE

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

                                  AMERICA ONLINE, INC.


Date:    April 21, 2000           By: /s/J. Michael Kelly
                                      J. Michael Kelly
                                      Senior Vice President, Chief Financial
                                      Officer and Assistant Secretary


                                  EXHIBIT INDEX

Exhibit
Number   Description

99.1     Press Release Dated April 18, 2000 By America Online, Inc. Announcing
         Fiscal 2000 Third Quarter Results

99.2     Excerpt from Transcript of Analysts' Call on Held April 18, 2000




                                                                    Exhibit 99.1

                      America Online Posts Record Earnings

Company's  FY2000 Third Quarter Income Fully Taxed & Excluding  One-Time  Gains,
Rises 161% to $271 Million, or $0.11 Per Share

Consolidated  Revenues  Increase 47% to $1.8  Billion;  Advertising,  Commerce &
Other Revenues More Than Double to $557 Million

AOL Service Adds 1.7 Million New Members for Total of 22.2 Million

EBITDA Climbs 120% to $492 Million

DULLES,  VA, April 18, 2000 -- America Online,  Inc. (NYSE: AOL) today announced
record  results for the third  quarter of fiscal  2000,  ended March 31, 2000 --
reaching new highs for consolidated revenues, advertising and commerce revenues,
operating income, and EBITDA.

The quarter's net income, fully taxed and excluding one-time items, totaled $271
million,  or $0.11 per diluted share, up from $104 million, or $0.04 per diluted
share,  on the same basis last year.  The  Company  reported  net income of $438
million,  or $0.17 per diluted share, up from $411 million, or $0.16 per diluted
share,  in fiscal 1999's third quarter.  Reported net income  included  one-time
gains from the sale of  investments  totaling $275 million this quarter and $567
million in last  year's  third  quarter.  The  year-ago  quarter  also  includes
one-time  charges of $103 million.  Excluding these items,  operating income for
the quarter climbed more than 155% over the year-ago quarter to $383 million.

Third  quarter  revenues  rose to $1.8  billion,  or 47% over last year's  March
quarter.  Advertising,  commerce  and other  revenues  climbed  103% over fiscal
1999's third  quarter to $557 million - marking a record $120 million  increase,
or 27%, over this year's second quarter.

The AOL  service  added 1.7  million new members  worldwide,  and  finished  the
quarter with 22.2 million  subscribers.  During the quarter, the CompuServe 2000
service  added  373,000  members,  bringing  the  combined  CompuServe  2000 and
CompuServe  Classic  membership  to 2.7  million.  Gateway.net  added  more than
100,000  subscribers for a worldwide total of more than 850,000.  In total,  the
Company added 2.0 million new subscribers  worldwide and ended with 25.8 million
subscribers of its family of interactive services.

Steve Case, Chairman and Chief Executive Officer,  said: "This quarter's results
underscore  the  tremendous  strength  of  America  Online's   operations,   and
demonstrate that we are on a clear path to continued strong growth and increased
profitability.  Since we  announced  our landmark  merger with Time  Warner,  we
haven't missed a beat."

Mr. Case  added:  "At the same time,  we have taken major  strides to expand our
success by leading the Internet's next wave of growth. Specifically, we are fast
turning  the great  promise  of 'AOL  Anywhere'  into  reality,  we've  launched
breakthrough Netscape browser technology to enrich the Internet experience,  and
we are actively  building the medium in key markets around the world.  In short,
our  results  highlight  just  how  strong  America  Online  is  today,  and how
well-positioned it is for the future."

Bob Pittman,  President and Chief Operating  Officer,  said: "This quarter is an
excellent  example of how America Online is uniquely  positioned in the Internet
industry.  We have built an unmatched  collection of interactive  brands,  which
will be further enhanced by the Time Warner merger,  and we have an unparalleled
connection to consumers.  We're taking  online  advertising  and commerce to new
heights,  yet we've  barely  scratched  the  surface  in terms of the impact our
medium can have."

Mr. Pittman added: "Looking to the future, we are rolling out our 'AOL Anywhere'
strategy  on multiple  fronts - from  wireless to  broadband  content,  Internet
appliances  to AOL TV -  delivering  even  more  value  and  convenience  to our
members. We have stepped up our international expansion, with AOL Europe growing
at a record pace and several Latin American launches planned over the next year.
With Netscape 6 and the Gecko technology, we are driving the Internet experience
to multiple  devices and stimulating a new generation of Web-based  applications
for the PC and other  devices.  All these  initiatives  will help ensure that we
make  the most of Time  Warner's  assets,  and our  transition  team is  already
working to identify the most promising opportunities."

For the  nine-month  period  ending  March 31,  2000,  fully  taxed net  income,
excluding one-time items, was $679 million and total revenues were $4.9 billion,
compared to fully taxed net income,  on a comparable  basis, of $240 million and
total revenues of $3.4 billion in the corresponding period of fiscal 1999.

Key  operating  metrics  from the  quarter  included:  **Subscription  Revenues:
Quarterly subscription revenues reached $1.15 billion, up 33%, from $869 million
during fiscal 1999's corresponding  quarter.  **Advertising,  Commerce and Other
Revenues: Revenues from advertising, commerce and other revenues climbed to $557
million - an increase of 103% from $275 million during the year-ago quarter, and
an increase of 27%, or a record $120 million,  over this year's second  quarter.
**Backlog:  The Company  brought its  consolidated  backlog of  advertising  and
commerce  revenue to more than $2.7 billion at the end of the  quarter,  up from
$2.4 billion on December 31, 1999.  **AOL Member Usage:  AOL members averaged 64
minutes  daily online  during the  quarter,  an increase of 16% over last year's
third quarter. **Sales and Marketing Expenses:  Consolidated sales and marketing
expenses  declined to 14.5% of revenues,  compared  with 17.4% in fiscal  1999's
third quarter.

**Operating  Income:  Operating  income grew 155% to $383  million,  or 20.9% of
revenue, up from 12.0%, excluding one-time charges, a year ago.

**EBITDA:  EBITDA rose to a record $492 million for the quarter, a 120% increase
over a year ago, with EBITDA margins at 27%.

AOL Time Warner Merger Update

Working closely  together in  anticipation  of their merger,  America Online and
Time  Warner  this  quarter  launched a number of  cross-promotional  agreements
involving  their   world-class   brands.   These  joint   initiatives   include:
Record-setting  Warner  Music  downloads  through  America  Online's  Winamp and
Spinner; Time Inc.'s Real Simple magazine signing up a record 27,000 subscribers
in just five weeks through promotion on the AOL service;  AOL Keywords appearing
on the covers of Time, Fortune, Money, People, Entertainment Weekly, Real Simple
and Teen People -- reaching 88 million  readers;  CNN  Interactive  becoming the
premier  news  partner  for  Netcenter  and ICQ;  and  Warner  Bros.  movies and
Entertainment Weekly being featured on AOL MovieFone.

The  companies  also  announced a Memorandum  of  Understanding  that sets out a
framework for "open  access"  agreements to offer the AOL service and other ISPs
over Time Warner's  broadband cable systems.  The Companies  expect to close the
merger in the fall.

Interactive  Services Group Highlights During the quarter,  the Company advanced
its "AOL Anywhere" strategy through a number of key initiatives:

*AOL Wireless: In the US, America Online announced seven major agreements with a
range of wireless  carriers  and device  manufacturers  - including  Sprint PCS,
Nokia, Motorola,  Research in Motion,  BellSouth Wireless Data, RTS Wireless and
Arch  Communications  - to deliver popular AOL features and services to millions
of wireless consumers. The Company also announced the new "AOL Mobile Messenger"
service,  which  will offer  wireless  access to AOL's  e-mail  and AOL  Instant
Messenger (AIM) applications over personal,  mobile paging devices. To lead this
wireless  initiative,  America  Online named former FCC Chairman and CEO of Time
Warner Telecommunications, Dennis Patrick, President of AOL Wireless.

* AOL/Gateway  Internet  Appliances:  At Spring Internet World 2000 earlier this
month, the Company unveiled the groundbreaking AOL/Gateway family of specialized
Internet  appliances - AOL Gateway  countertop  appliance,  wireless Web pad and
desktop  appliance  - that  will  extend  the  "AOL  Anywhere"  strategy.  Using
Netscape's Gecko browser engine technology and the Linux operating system, these
appliances  with the "Instant  AOL" feature - which  automatically  launches the
service as soon as the device is switched on - will make AOL's content, features
and services conveniently available to consumers in every room of their homes.

* AOL TV: The AOL TV service is scheduled to begin shipping in June. AOL TV will
provide  state-of-the-art  navigational  services,  a new  genre of  interactive
programming and a new marketing platform -- taking full advantage of Time Warner
properties.

* AOL Plus  Broadband  Content:  This month,  AOL Plus  launched to deliver rich
multimedia  content and  features,  such as  streaming  audio and video,  to AOL
members using AOL 5.0 over any  high-speed  connection - TCP/IP,  DSL,  cable or
satellite - while still  enabling  them to access  regular AOL 5.0 content  when
using narrowband connections. Extending its advertising and commerce leadership,
the Company  announced a series of  significant  advertising/commerce  alliances
this  quarter with such market  leaders as General  Motors,  American  Airlines,
Sears, Kinko's, Footlocker.com, Oxygen Media, and PurchasePro.com.

Among the newest AOL member  benefits is AOL  AAdvantage  - the world's  largest
online customer loyalty program - scheduled to launch this summer in partnership
with American  Airlines through America Online's digital marketing service DMS -
to provide  members  more ways to earn miles and redeem them.  In addition,  the
Company  launched its AOL Insider  Savings  Club,  an exclusive new program that
enables members to save money on a wide range of popular goods and services.  In
addition,  the Company's other interactive brands enjoyed substantial growth and
made  themselves  even more  valuable.  Since its  launch  just over a year ago,
CompuServe 2000 has continued its strong  momentum in the value segment,  adding
373,000 new  members in the  quarter  for a total of nearly 1.4 million  members
worldwide.  Average member daily usage also achieved an all-time high during the
quarter.

During  the  quarter,  the  Netscape  Netcenter  service  surpassed  28  million
registered  users  worldwide,  more than doubling its total over a year ago. And
Time  Warner's CNN  Interactive  became the premier news partner for  Netcenter.
This  month,  Netscape  announced  the  preview  release of its  next-generation
Netscape 6 Internet browser and  communications  software suite,  powered by the
innovative  Netscape Gecko browser engine. The new browser enhances the consumer
experience by integrating  popular  communication and information  services in a
faster,  more  flexible and easier to use format.  As  announced in March,  IBM,
Intel, Liberate,  NetObjects, Nokia, Red Hat and Sun Microsystems will use Gecko
technology  to extend  the  convenience  and power of the Web to a wide range of
Internet  devices.  This  quarter,  AOL Instant  Messenger  and AOL's Buddy List
service added 21 million  registrants for a worldwide total of 91 million.  Last
week, the Company launched its next-generation  AOL Instant Messenger,  AIM 4.0,
featuring AIM Talk, which enables online voice communication  between AIM users,
and Instant Images, which allows users to exchange images and sounds.

Interactive Properties Group Highlights

ICQ, already the world's largest online communications community and the biggest
international  service,  continued  to add  an  average  of  more  than  100,000
registered  users  daily - adding a total of 9.3  million  during the quarter to
finish with 62.4 million  registered users. Over the quarter,  peak simultaneous
users of ICQ climbed from 1.2 million to 1.4 million.  The average user kept ICQ
on the desktop for nearly three hours, actively using it 75 minutes each day.

Next  week,  ICQ will  launch  its newest  version,  ICQ 2000A,  that will offer
enhanced community  features,  improved  navigation and user interface,  and the
capability of operating in the workplace.

In addition, DMS partnered with Netcentives,  a leading developer of e-marketing
infrastructure  software and services,  to bring "ICQ  ClickRewards" - a rewards
program for ICQ users.  During the quarter,  Digital City continued to widen its
lead in the  fast-growing  local online  market.  Digital City  launched its new
version of the  service - Digital  City 2000 - which sets the gold  standard  in
consumer  convenience  and  compelling  services  for both local  residents  and
visitors.  Tomorrow, Digital City will complete its expansion from 60 markets to
more than 200  markets to create  the first  "local  everywhere"  coast-to-coast
network.  Advancing the "AOL Anywhere" strategy, Digital City also announced the
planned  launch of Digital City Wireless to deliver the  service's  most popular
features to wireless phones, pagers and other handheld devices. Finally, Digital
City posted record growth in local  advertising  and  e-commerce  with more than
2,000  partners.  With the Internet  music market  exploding,  the Company's Web
music  brands,  Winamp and Spinner,  continued to record strong growth in users.
Winamp  remains the #1 favorite  music player and ranked #2 - behind #1 ICQ - in
1999 downloads on download.com. Together, Winamp and Spinner reach a total of 10
million unique users each month. During the quarter,  Spinner, Winamp and Warner
Music's Elektra  Entertainment  Group partnered to deliver secure downloads from
The Cure's latest album, "The Last Days of Summer." In just a month,  there were
58,000  downloads  - the most  licenses  ever  issued  for a  digital  song in a
one-month  period.  In addition,  Spinner and Winamp are  promoting  such Warner
Music artists as Madonna and Faith Hill with featured downloads of their popular
singles  as well as  artist-created  music  channels.  In  addition,  Winamp and
Spinner  partnered with Myplay,  inc., the first online digital music service to
provide  their  users with a virtual  "locker"  that allows them access to their
music collections anytime,  anywhere. AOL MovieFone,  the nation's largest movie
listing  guide and  ticketing  service,  attracts  about  20% of all  moviegoers
through both its 777-FILM  phone  service and the  MovieFone.com  Web site.  AOL
MovieFone  announced  several new  services  during the quarter - including  the
ability to print  bar-coded movie tickets at home to avoid lines at the theater,
and the AOL MovieFone/American Express industry-wide frequent moviegoer program.
AOL  International  Group  Highlights  During the quarter,  AOL  International's
membership in its AOL and CompuServe services increased by 434,000 to a total of
4.4 million.  Extending its standing as Europe's leading multinational  Internet
provider,  AOL Europe's AOL and CompuServe  services  reached nearly 3.5 million
members  with  record  growth  in the  UK,  Germany  and  France.  In  addition,
registered  users of the  subscription-free  Netscape  Online  service in the UK
increased to 519,000. Underscoring the Company's commitment to global expansion,
America  Online   announced  in  March  an  agreement  with  Bertelsmann  AG  to
restructure  their interests in the AOL Europe and AOL Australia joint ventures.
At the option of either  company  after January 31, 2002,  America  Online would
acquire  Bertelsmann's  interest in AOL Europe.  America Online and  Bertelsmann
also launched a new $250 million,  four-year strategic global alliance to expand
the  availability  of   Bertelsmann's   leading  media  content  and  e-commerce
properties  over America Online  interactive  brands.  Following the Bertelsmann
agreement,  America  Online  formed a 50/50  joint  venture  with AAPT  Limited,
Australia's third largest telecommunications company, to operate AOL Australia's
interactive  services  and to  develop  a fully  integrated  Internet  portal to
deliver AOL-branded  content services to Australia's  emerging consumer wireless
market.  AOL Europe  extended the  Company's  "AOL  Anywhere"  strategy with key
wireless  agreements with Nokia,  Ericsson and RTS Wireless to ensure its mobile
portals are compatible with current SMS and WAP protocols and handsets,  as well
as next-generation General Packet Radio Service.

Netscape Enterprise  Highlights Third quarter revenues for Netscape Enterprise -
including software licenses and services - grew 8% sequentially to $126 million.
Of that total,  revenues  from  international  licenses more than doubled to $47
million.  During the  quarter,  the  Sun-Netscape  Alliance - under the "iPlanet
E-Commerce  Solutions"  brand - launched a global  initiative  to  solidify  its
position as the world's  largest and broadest  supplier of e-commerce  software.
The Alliance  announced new agreements,  valued over  one-million  dollars each,
with  twenty-three  companies and  governmental  agencies  worldwide,  including
CentreComm,  Xerox,  Telestra,  Eplus  and the US  Department  of  Defense.  The
Alliance also launched new strategic  partnerships with: * Palm, Inc. to provide
global  wireless  access to  enterprise  applications  and  services via Palm OS
handheld computers;

* Red Hat Linux to add  iPlanet  Messaging  Server and iPlanet Web Server to the
portfolio of products available on Linux; and

* GE Global eXchange  Services,  a division of General Electric,  to incorporate
their RMS data transformation technology into iPlanet ECXpert software.

The  Company's  earnings  conference  call can be heard live on the Internet via
AOL.COM  at 5:00 p.m.  EDT on  Tuesday,  April 18. To listen to the call,  visit
http://www.corp.aol.com/investors.shtml? or AOL Keyword: IR.

About America Online Inc.

Founded in 1985, America Online, Inc., based in Dulles, Virginia, is the world's
leader  in  interactive  services,  Web  brands,   Internet  technologies,   and
e-commerce  services.  America Online,  Inc.  operates:  two worldwide  Internet
services,  America Online,  with more than 22 million  members,  and CompuServe,
with more than 2.7 million  members;  several leading  Internet brands including
ICQ, AOL Instant  Messenger and Digital City,  Inc.; the Netscape  Netcenter and
AOL.COM  portals;  Netscape  6  and  the  Netscape  Navigator  and  Communicator
browsers;  AOL  MovieFone,  the nation's #1 movie  listing  guide and  ticketing
service;  and  Spinner.com  and NullSoft's  Winamp,  leaders in Internet  music.
Through its strategic  alliance with Sun Microsystems,  the company develops and
offers  easy-to-deploy,  end-to-end  e-commerce  and  enterprise  solutions  for
companies operating in the Net Economy.

This release contains forward-looking statements within the meaning of the "safe
harbor"  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
These statements are based on management's  current  expectations or beliefs and
are subject to a number of factors  and  uncertainties  that could cause  actual
results  to  differ  materially  from  those  described  in the  forward-looking
statements. The forward-looking statements in this release address the following
subjects:  future financial and operating results;  the proposed AOL/Time Warner
merger; subscriber,  usage and commerce growth; new markets, products, services,
features and content;  timing and benefits of acquisitions  and other alliances;
and  availability,  benefits,  and  timing  of  deployment,  of new  access  and
distribution technologies.

The  following  factors,  among  others,  could cause  actual  results to differ
materially from those described in the forward-looking statements:  inability to
obtain, or meet conditions imposed for,  governmental  approvals for the merger;
failure of the AOL or Time Warner  stockholders to approve the merger;  the risk
that the AOL and Time Warner  businesses  will not be  integrated  successfully;
costs related to the merger; inability to further identify,  develop and achieve
commercial  success for new products  and  services and access and  distribution
technologies;  increased  competition  and its  effects  on  pricing,  spending,
third-party  relationships,  the  subscriber  base and  revenues;  inability  to
establish and maintain  relationships  with  commerce,  advertising,  marketing,
technology  and  content  providers;  risk  of  accepting  warrants  in  certain
agreements;   risks  of  new  and   changing   regulation   in  the   U.S.   and
internationally.

For a detailed discussion of these and other cautionary statements, please refer
to the Company's filings with the Securities and Exchange Commission, especially
in the "Forward-Looking  Statements" section of the Management's  Discussion and
Analysis  section of the Company's  Form 10-K for the fiscal year ended June 30,
1999 and the Risk  Factors  section  of the  Company's  S-3 filing  that  became
effective in November 1999.



                                                                   Exhibit 99.2

                    EXCERPT FROM TRANSCRIPT OF ANALYSTS' CALL
                               HELD APRIL 18, 2000

[Richard Hanlon, Vice President, Investor Relations:]

Good afternoon, everyone, and thank you for joining us for AOL's Fiscal 2000 3rd
Quarter conference call with Steve Case, Chief Executive  Officer,  Bob Pittman,
our Chief Operating Officer, and Mike Kelly, our Chief Financial Officer.

Before  we  begin,  it falls to me to advise  you that the call  we're  about to
conduct  contains  forward-looking  statements  within  the  meaning of the Safe
Harbor  Provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
References made during the call, in particular statements regarding:

* future financial and operating results
* the proposed AOL Time Warner merger
* new markets, products,  services,  features and content * subscriber usage and
commerce growth * timing and benefits of acquisitions  and other alliances * new
platforms and access and distribution technologies

 ...are all based on management's current expectations or beliefs and are subject
to a number of factors  and  uncertainties  that could cause  actual  results to
differ  materially from those described in the  forward-looking  statements.  In
particular,  careful consideration should be given to cautionary statements made
in the Company's reports filed with the S.E.C.,  especially the section entitled
Forward-Looking  Statements  in the MD&A section of the  Company's  10-K for the
Fiscal Year ended June 30, 1999 and the Risk  Factors  section of the  Company's
S-3 filing that became effective in November, 1999.

 . . . .

[Mike Kelly, Senior Vice President and Chief Financial Officer:]

Thanks,  Bob, and good  afternoon,  everyone.  We are clearly  pleased with this
quarter's strong performance,  not only from a financial  perspective,  but also
from an  operational  one. As both Steve and Bob have made very  clear,  we feel
this is the best quarter in AOL's  history.  This  performance  underscores  the
strong momentum in our operations as well as the strong  economic  foundation we
have  built at AOL,  which we will  further  energize  when we merge  with  Time
Warner.

As you are aware,  Time Warner reported results last week that were quite strong
and the pro forma results for the combined  companies are very impressive,  even
before taking into  consideration  the synergies and new business  opportunities
that we anticipate.  The companies posted combined revenues of $8.4 billion,  up
14% from last year, and EBITDA of  approximately  $2 billion,  up 25%.  Clearly,
we're building this new company on a very strong foundation.

Some highlights of the AOL results: Subscriber Growth is once again strong, both
domestically  and  internationally,  for both AOL -- in the  premium  segment --
which added 1.7 million new members, and CompuServe -- as a value brand -- which
added more than 200,000 net new members for the quarter. So far this year, we've
added more new AOL customers than we did during the same time frame last year.

Registration  for our Web-based  brands now exceeds 161 million,  compared to 68
million a year ago.

Advertising,  Commerce and Other Revenues  totaled $557 million,  an increase of
103% over the last year, and grew a record $120 million, or 27% sequentially.

Even with the surge in the usage of the AOL  service to more than an hour a day,
gross margins  expanded to 49% as we continued to drive down our network  costs.
In fact, we've succeeded in lowering network costs per hour 14% from a year ago,
even as our volume of network  traffic has soared to nearly 20 million  hours of
usage per day, nearly 50% greater than a year ago.

Our current  fully-burdened  network cost is now in the low $0.30-an-hour  range
and can be expected to continue to decline,  helped by our new  agreements  with
GTE and Worldcomm.

Robust top-line  growth,  also fueled expansion in our Operating  Income,  which
grew $64 million  sequentially to $383 million,  and Operating Margins increased
to 21%.

We saw continued  strength in EBITDA,  increasing  120% to $492  million.  These
results clearly underscore the strength of the AOL business model.

Taking a closer look at our consolidated results, Total Revenues for the quarter
were  $1.8  billion,  a 47%  increase  over  last  year.  Subscription  Revenues
increased 33% year-over-year to $1.15 billion.

We finished the quarter with 22.2 million AOL members worldwide,  increasing the
number of new subscribers to nearly 4.6 million in the first  three-quarters  of
the fiscal year.  This compares to just 4.3 million new net adds during the same
time frame last year.

Turning now to the fastest-growing  portion of the business, the $557 million in
total  Advertising  Commerce  and Other  Revenues is composed of $463 million in
Advertising and Commerce,  $58 million in Merchandise,  and $36 million in Other
Revenues.

Focusing  for a moment on just  Ad/Commerce,  we saw  sequential  growth of $111
million,  or 32%, and  year-over-year  growth of $251  million,  or 118%.  These
results  underscore  how we are  succeeding in  monetizing  our many brands in a
competitive marketplace.

In total, Advertising, Commerce, and Other Revenues now comprise over 30% of our
total revenues, compared to just 22% a year ago.

Advertising  and  commerce  revenues  per AOL member per month have risen 50% to
$6.74 from $4.49 a year ago. Plus we posted $138 million in advertising/commerce
revenues this quarter from our Web-based brands, also a new high.

During the quarter we signed 37 multi-year deals in excess of $1 million to help
bring  backlog  to a total of $2.7  billion,  up over  $300  million  from  last
quarter.

Our Enterprise  Solutions business is also performing  nicely,  with revenues up
16% to $126 million from $109 million a year ago.

Moving down the Income  Statement to Cost of Services,  we saw a 13% increase in
expenses   sequentially   to  $937   million.   This   increase   in   expenses,
quarter-over-quarter,  was driven by the  continued  buildout  in the network as
well as a surge in overall usage.

During the quarter we added another  300,000  modems,  for a total  available to
more than 2 million.  As we continue to grow our subscriber base on both AOL and
CompuServe,  and the AOL  member-per-usage/per-day  rose 16%, we hosted a record
1.7 billion hours in the quarter,  an increase of 19% over last  quarter,  and a
49% increase from a year ago.

Cost of Service was also  impacted by the expected  seasonal  increase in member
services' call volume associated with new members brought on during the last two
quarters,  although all these  increases  were  partially  offset by the drop in
network cost-per-hour that I spoke about earlier.

The impact of all these factors was a gross margin  increase to 49% versus 44.7%
from last year.

Marketing  Expenses  amounted to $266  million,  or 14.5% of revenues,  which is
consistent  with the trailing run rate for the past four quarters.  For the near
term we expect marketing expenses as a percentage of revenue will remain in this
range, even as we roll out other initiatives.

At 21%,  Operating Margins set a new record,  surpassing 20% for the first time.
For perspective, it was only three quarters ago that our operating margins broke
into the teens. And as we look at the Operating Margins on incremental  revenues
for this quarter,  once again we see that additional  revenues produced $0.30 of
operating margin.

EBITDA grew 120% to $492 million and our EBITDA  margin rose to 27%,  from 18% a
year ago.

Our reported Net Income of $438 million, or $0.17 per diluted share, was up from
$411  million,  or $0.16  diluted  share we reported  last year.  These  results
included one-time gains from the sale of investments  totaling $275 million this
quarter,  and $567  million in last year's third  quarter.  The year ago quarter
also included one-time charges of $103 million.

In closing, as we head into the final quarter of the fiscal year, we continue to
see strong, underlying fundamentals in each of our operations, and we're clearly
on track to make this a very successful year.

 . . . .



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