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America Online, Inc. (AOL) To Acquire Advertising.Com

Acquisition Will Provide Unmatched Opportunities for Advertisers

Dulles, VA, Baltimore, MD June 24, 2004 America Online, Inc., the world's leading interactive services company, today announced that it has signed a definitive agreement to acquire Advertising.com, Inc., a leading provider of results-based interactive marketing services, in a $435 million all-cash transaction.
Combining America Online's advertising inventory with the Advertising.com network will provide advertisers with an unprecedented opportunity to reach more than 140 million Internet users[i] and will enable AOL to offer advertisers an expanded suite of customized solutions, including branding, paid placement, and multimedia delivered on a CPM or performance basis.

Credit Pacific Service Union Advertising.com works with more than 800 advertisers to optimize the performance of their online marketing campaigns. Advertising.coms proprietary ad delivery and optimization tools enable advertisers to increase and measure their return on investment. Advertising.com also works with over 1,500 online publishers by providing a large and consistent customer base for their available advertising inventory and by licensing its ad serving technologies.

The Xdrive transaction is AOL's first major corporate acquisition since Mailblocks, Inc. and Advertising.com in the summer of 2004. For rmation on Xdrive, Inc., please visit www.xdrive.com. Xdrive and the Xdrive corporate logo are trademarks of Xdrive, Inc. About America Online, Inc. America Online, Inc. is a wholly owned subsidiary of Time Warner Inc. ( TWX). Based in Dulles, Virginia, America Online is the world's leader in interactive services, Web brands, commerce services. About Xdrive, Inc. Xdrive is a personal hard drive on the internet. It's the easiest, effective, and most powerful way to securely store, access, share and backup files and folders online. Xdrive has helped millions of individuals and businesses backup and access files from the office, at home, or on the road, use interface.

Credit First Service Union Jonathan Miller, Chairman and CEO, America Online, Inc., said, "Online advertising is showing very strong growth across the industry, and the acquisition of Advertising.com underscores AOL's determination to strengthen its competitive position. Advertising.com has built a profitable, scalable and highly attractive business. This acquisition is a strategic move that will bolster AOL's advertising business, building on the strides made in the past year."

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Card Credit Mobile Service Ted Leonsis, Vice Chairman America Online, Inc., and President, AOL Core Service, said, "Advertising.com will extend our advertising footprint on the Web, giving us unparalleled reach, and allow us to serve our advertisers better with more efficient campaigns. This is an exceedingly talented group of people, who, in a very short time, have created a very sophisticated and successful model for allocating and optimizing advertising online and selling it through a pay-for-performance model. Advertising.com brings a new dimension to our advertising offerings, enabling us to more fully participate in the growth in performance-based advertising.

Dulles, Thursday, August 4, America Online, Inc. the world's leading interactive services company, today announced that it has acquired Xdrive, Inc., a leading provider of online storage and backup services. Financial terms of the deal were not disclosed. The company was previously privately held.

Card Credit Discover Service Largest Third-Party Advertising Network

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Credit Public Service Union Advertising.com operates the industry's largest third-party advertising network, reaching more than 110 million unique visitors monthly and over 70% of all U.S. Web visitors, according to comScore Media Metrix in May 2004.

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Card Credit Processing Service Advertising.com acquires ad inventory from Web sites, search engines and e-mail publishers and uses its proprietary AdLearn technology to optimally segment and allocate the inventory, based on its advertisers objectives such as lead generation, customer acquisition or product purchase.

Center Credit Service Union Advertising.com is growing rapidly and is profitable. Revenues increased almost 80% in 2003 to reach $132 million, and 2003 income from operations was $12.1 million.

Card Credit Service Wireless Advertising.coms optimization tools allow advertisers to plan, place, track and adjust ad campaigns in real time. Its AdLearn technology, which maximizes advertising revenues across the network, learns from the results of previous campaigns and gets smarter with each advertisement placed. As Advertising.com runs more ad campaigns, the technology becomes more adept at matching the ads with the right inventory on the network, at the right times, to reach the advertiser's specific objectives for the campaign. Similarly, as the size of the advertising network grows, Advertising.com's ability to reach the segments that will meet its advertisers objectives increases.

Credit Security Service Union The acquisition complements AOLs Search business and CPM-based relationships by strengthening its position in the fast-growing pay-for-performance area of online advertising. Across the industry, performance-based media accounted for a greater share of advertising than CPM-based deals for the first time ever in Q4 2003.

Credit Report Service Advertising.com Chief Executive Officer Scott Ferber said, Were looking forward to the opportunity to build on what we've accomplished taking our company from startup to industry leader in six years as part of America Online. Were excited about growing the size of our advertising network, continuing to provide advertisers with creative solutions that meet their needs, and helping AOL increase the value of their inventory.

Blogspot Com Christian Acquisition Builds on AOL's Advertising Momentum
In the past year, AOL has rebuilt its advertising business, growing ad revenue from $204 million in Q4 2003 to $214 million in Q1 2004 and achieving two consecutive quarters of sequential advertising growth for the first time since the year 2000.

Christian Counseling Credit Michael J. Kelly, President, AOL Media Networks, said, The acquisition of Advertising.com will enable us to better serve our customers. We will offer advertisers a full suite of customized solutions that will allow them to reach consumers in new, creative and targeted ways. We now have all of the pieces in place premium inventory, a strong and growing search business, and the ability to deliver customized pay for performance programs. Im very excited about the campaigns well be able to put together for advertisers.

Credit Federal Service Union Advertising.com will remain in Baltimore and will be managed as a separate company reporting to Mr. Kelly. The company has more than 300 employees and operates principally in the United States, with operations in the United Kingdom, France, Germany, Norway, Sweden and Denmark.

Credit Monitoring Service The transaction is expected to close in late summer of 2004, subject to various conditions including customary regulatory approvals.

Credit Division Service Media Conference Call

Card Credit Online Service America Online will hold a conference call to discuss the transaction with members of the media at 10:00 am Eastern Time today, June 24, 2004. Top executives from America Online and Advertising.com will participate in the call. The telephone number in the United States is 888-391-6571. Passcode is AOL. International callers should call 1-517-319-9290. There will be a replay of the call beginning at 12:00 PM Eastern and available until Midnight. The number for the replay is 402-998-1453. No passcode is needed for the replay.

Consumer Counseling Credit Inc About America Online, Inc.

Card Credit Fleet Service America Online, Inc. is a wholly owned subsidiary of Time Warner Inc. (NYSE: TWX). Based in Dulles, Virginia, America Online is the world's leader in interactive services, Web brands, Internet technologies and e-commerce services.

Card Consolidation Credit About Advertising.com

Credit Free Online Report Advertising.com, Inc. is a leading provider of results-based interactive marketing services to advertisers and publishers. It operates a large network consisting of advertising inventory purchased from Web, search engine and email publishers. Through this network, and its proprietary technologies, Advertising.com helps advertisers develop and execute marketing programs that generate measurable results.
Caution Concerning Forward-Looking Statements

Credit Federal First Service This release includes certain forward-looking statements related to the pending acquisition that are 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 uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, as well as other factors affecting the businesses of America Online, Inc. or Advertising.com, Inc. More detailed information about the factors may be found in filings made by Time Warner Inc. with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and quarterly report on Form 10-Q. Time Warner and America Online are under no obligation to, and expressly disclaim any such obligation to, update or alter the forward-looking statements, whether as a result of new information, future events or otherwise.

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