Appraisal Rights. A holder of Time Warner series LMCN-V common stock or
Time Warner preferred stock who exercises appraisal rights generally will
recognize taxable capital gain or loss based upon the difference between the
amount of cash received by such U.S. Holder and the U.S. Holder's tax basis in
the shares of Time Warner capital stock exchanged.
Backup Withholding. Certain non-corporate Time Warner stockholders may be
subject to backup withholding at a 31% rate on cash payments received instead
of fractional shares of AOL Time Warner capital stock. Backup withholding will
not apply, however, to a Time Warner stockholder who:
. furnishes a correct taxpayer identification number and certifies that
he, she or it is not subject to backup withholding on the substitute
Form W-9 or successor form included in the letter of transmittal to be
delivered to Time Warner stockholders following the date of completion
of the merger;
. provides a certification of foreign status on Form W-8 or successor
. is otherwise exempt from backup withholding.
Reporting Requirements. A U.S. Holder of America Online common stock or
Time Warner capital stock receiving AOL Time Warner capital stock as a result
of the merger may be required to retain records related to such U.S. Holder's
America Online common stock and Time Warner capital stock, as the case may be,
and file with its federal income tax return, a statement setting forth facts
relating to the merger.
Dividends. It is anticipated that any dividends paid on AOL Time Warner
capital stock in the immediate future will exceed AOL Time Warner's current and
accumulated earnings and profits as of the end of the taxable year in which the
dividends are paid. If a dividend exceeds a stockholder's allocable share of
AOL Time Warner's current and accumulated earnings and profits for federal
income tax purposes, the excess will generally be treated first as a tax-free
return of capital to the extent of the stockholder's basis in its AOL Time
Warner capital stock, and after this basis is reduced to zero, as capital gain.
To the extent a dividend is treated as a tax-free return of capital or capital
gain, a corporate holder of AOL Time Warner capital stock will not be eligible
for the 70% or 80% "dividends-received" deduction with respect to such
dividend. AOL Time Warner does not currently intend to pay dividends on its
common stock. AOL Time Warner will pay dividends on each series of its
preferred stock in accordance with their terms.
This summary does not address tax consequences that may vary with, or are
contingent on, individual circumstances. Moreover, the summary does not address
any non-income tax or any foreign, state or local tax consequences of the
merger. The summary does not address the tax consequences of any transaction
other than the merger. Accordingly, each America Online and Time Warner
stockholder is strongly urged to consult with a tax advisor to determine the
particular federal, state, local or foreign income or other tax consequences of
the merger to the holder.
Accounting Treatment of the Merger
We intend to account for the merger under the purchase method of accounting
for business combinations. See "Pro Forma Consolidated Condensed Financial
We have summarized below the material regulatory requirements affecting the
merger. Although we have not yet received the required approvals we discuss, we
anticipate that we will receive regulatory approvals sufficient to complete the
merger by the fall of 2000.
Antitrust Considerations. The merger is subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, which prevents specified
transactions from being completed until required information and materials are
furnished to the Antitrust Division of the Department of Justice and the
Federal Trade Commission and specified waiting periods are terminated or
expire. We have filed the required