Description: Rule 425 Communications
Filed by AOL Time Warner Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File Number 333-30184
Subject Company: AOL Time Warner Inc.
The following communications include 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. The forward-looking
statements herein include statements about the proposed Time Warner Inc./America
Online, Inc. merger. The following factors, among others, could cause actual
results to differ materially from those described herein: failure of the Time
Warner or America Online stockholders to approve the merger; the risk that the
Time Warner and America Online businesses will not be integrated successfully;
the costs related to the merger; inability to obtain, or meet conditions imposed
for, governmental approvals for the merger; and other economic, business,
competitive and/or regulatory factors affecting America Online's and Time
Warner's businesses generally. More detailed information about those factors is
set forth in filings by AOL Time Warner Inc., America Online and Time Warner
with the Securities and Exchange Commission, including the most recent quarterly
report on Form 10-Q and current reports on Form 8-K. None of AOL Time Warner,
America Online or Time Warner is under any 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.