America Online and Time Warner Complete Merger to Create AOL Time Warner

DULLES, VA and NEW YORK, NY, January 11, 2001-America Online, Inc. and Time Warner Inc. today announced that they have completed their merger to create AOL Time Warner Inc. (NYSE: AOL)-the world's first Internet-powered media and communications company-which will connect, inform and entertain people everywhere in innovative ways that enrich their lives. AOL Time Warner now becomes the premier global company delivering the world's most highly respected and valuable entertainment, news and Internet brands across rapidly converging media platforms.

The Company's unique combination of businesses, consumer relationships and growth opportunities transcend traditional categories, spanning interactive services, cable systems, publishing, music, cable networks and filmed entertainment. These unmatched assets position AOL Time Warner to speed the development of the interactive medium and capitalize on such transformational opportunities as digital music, interactive television and broadband Internet services. The Company also provides unparalleled opportunities to advertisers and marketers to creatively enhance their relationships with their customers.

Steve Case, Chairman of AOL Time Warner, said: "This is a historic moment for consumers everywhere, and a tremendous step toward our goal of becoming the world's most respected and valued company. AOL Time Warner will lead the convergence of the media, entertainment, communications and Internet industries, and provide wide-ranging, innovative benefits for consumers. Our brands, services and technologies already touch hundreds of millions of people and, by closely integrating our assets, we will embed the AOL Time Warner experience more deeply into their everyday lives. At the same time, our company is deeply committed to the communities in which we live and work, and through our philanthropic initiatives, we will explore ways to use the power of media, communications and information technologies to serve the public interest and strengthen society."

Jerry Levin, Chief Executive Officer of AOL Time Warner, said: "AOL Time Warner's scale, scope and reach will enable us to capitalize on the digital revolution that is shaping global media, entertainment and communications on behalf of consumers worldwide. With today's closing, all our planning and preparations over the past year start to pay off. We are hitting the ground running with a clear road map for creating value for our customers, business partners, shareholders and employees. Our unprecedented range of businesses will enable AOL Time Warner to launch new platforms for growth and to empower consumers in new and exciting ways. Above all, it gives us the resources and expertise to strengthen and expand the unique journalistic heritage that is at the core of our company."

As a result of the merger, Time Warner and America Online stock will be converted to AOL Time Warner stock at fixed exchange ratios. The Time Warnershareholders will receive 1.5 shares of AOL Time Warner for each share of Time Warner stock they own. America Online shareholders will receive one share of AOL Time Warner stock for each share of America Online stock they own. The merger has been effected on a tax-free basis to shareholders. America Online's shareholders own approximately 55% and Time Warner's shareholders own approximately 45% of the new Company.

The new Company's stock will be traded under the symbol AOL on the New York Stock Exchange. Digital files of the new AOL Time Warner logo are available at About AOL Time Warner Inc. AOL Time Warner (NYSE:AOL) is the world's first Internet-powered media and communications company, whose industry-leading businesses include interactive services, cable systems, publishing, music, cable networks and filmed entertainment. Caution Concerning Forward-Looking Statements

This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are naturally subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to changes in economic, business, competitive, technological and/or regulatory factors and factors affecting the integration of the businesses of Time Warner Inc. and America Online, Inc. More detailed information about those factors is set forth in filings by AOL Time Warner, Time Warner and America Online with the Securities and Exchange Commission, including AOL Time Warner's registration statement on Form S-4, Time Warner's most recent quarterly report on Form 10-Q and America Online's most recent annual report on Form 10-K. AOL Time Warner is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. # # #