1468516--3/2/2010--AOL

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Risks Relating to Our Business Our strategic shift to an online advertising-supported business model involves significant risks. If we do not continue to develop and offer compelling content, products and services, our ability to attract new consumers or maintain the engagement of our existing consumers could be adversely affected. Even if we are able to attract new consumers to, and generate increased engagement on, AOL Properties, we may not be able to maintain or increase our advertising revenues associated with AOL Properties. Our restructuring actions may not deliver the expected results and these actions may adversely affect our business operations, particularly in the near future. We face intense competition in all aspects of our business. Weak economic conditions could adversely affect our revenues. Demand and pricing for, and volume sold of, online advertising may face downward pressure which would adversely affect our advertising revenues. We are dependent on a third-party search provider. We may need to raise additional capital, and we cannot be sure that additional financing will be available. The terms of our new revolving credit facility contain restrictive covenants which limit our business and financing activities. If we cannot make our content, products and services available and attractive to consumers via devices other than personal computers, our ability to attract consumers and maintain or increase their engagement could be adversely affected. We rely on legacy technology infrastructure and a failure to update or replace this technology infrastructure could adversely affect our business. If we are unable to hire, engage and retain key personnel, our business could be adversely affected. A failure to scale and adapt our existing technology architecture to manage the expansion of our offerings could adversely affect our business. If we cannot effectively distribute our content, products and services, our ability to attract new consumers could be adversely affected. If we cannot continue to develop and offer effective advertising products and services, our advertising revenues could be adversely affected. Our access service subscriber base could decline faster than we currently anticipate. A disruption or failure of our networks and information systems, the Internet or other technology may disrupt our business. We are dependent on third-party providers of telecommunications services. If we cannot continue to enforce and protect our intellectual property rights, our business could be adversely affected. We have been, and may in the future be, subject to claims of intellectual property infringement that could adversely affect our business. The misappropriation, release, loss or misuse of AOL data or consumer or other data could adversely affect our business. Changes to federal, state or international laws or regulations applicable to our business could adversely affect our business. Failure to comply with federal, state or international privacy laws or regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business. Changes to products, technology and services made by third parties and consumers could adversely affect our business. Acquisitions of other businesses could adversely affect our operations and result in unanticipated liabilities. We face risks relating to doing business internationally that could adversely affect our business. We could be subject to additional tax liabilities which could adversely affect our business. We could be required to record significant impairment charges in the future. We may be unable to achieve some or all of the benefits that we expect to achieve from our separation from Time Warner. We may experience increased costs after the spin-off, as we operate as an independent company. Our historical financial information is not necessarily representative of the results we would have achieved as an independent, publicly-traded company and may not be a reliable indicator of our future results. We may have been able to receive better terms from unaffiliated third parties than the terms we receive in our agreements with Time Warner. Risks Relating to our Common Stock and the Securities Market Our stock price may fluctuate significantly. Provisions in our amended and restated certificate of incorporation and by-laws and of Delaware law may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

Full 10-K form ▸

1468516--3/2/2010--AOL_Inc.