America Online, Inc. Announces New Senior Management Structure; Chairman and CEO Jon Miller to Directly Oversee Key Business Units and Strategic Initiatives.

Business Editors/Hi-Tech Writers

DULLES, Va.--(BUSINESS WIRE)--Sept. 12, 2002

Joseph A. Ripp Named Vice Chairman, J. Michael Kelly Named Chairman

and Chief Executive Officer, AOL International

Company Will Make Full Organizational Commitment to Leadership In Next-Generation Broadband Services and to International Profitability

America Online, Inc. today announced a streamlined management structure that will advance strategic priorities including the creation of distinctive new content and features, the development of a differentiated broadband product, and moving toward profitability in its international businesses.

In pursuit of these priorities, Chairman and CEO Jon Miller will take a more direct role overseeing key units including the flagship AOL Brand, Interactive Marketing and AOL Broadband, with the goal of setting clearer priorities, increasing accountability and clarifying organizational roles. The positions of Chief Operating Officer and President of America Online, Inc. will be eliminated.

Joseph Ripp, currently Executive Vice President and Chief Financial Officer, will become Vice Chairman and directly oversee other corporate and operating functions, including the Company's network infrastructure and technology operations. Vice Chairman Ted Leonsis will chair newly created councils overseeing brand, product, and technology strategy. James de Castro, President, AOL Interactive Services, and the executive who oversees the flagship AOL service with its 35 million subscribers worldwide, will join Mr. Ripp and Mr. Leonsis in a newly created Senior Strategy Group working with Mr. Miller and Don Logan, Chairman of AOL Time Warner's Media and Communications Group, to set corporate goals and formulate strategies.

The Company also announced:

-- J. Michael Kelly, currently Chief Operating Officer, has been appointed Chairman and Chief Executive Officer, AOL International, reporting to Mr. Miller. Mr. Kelly also will be responsible for the Company's AOL Anywhere products and services. Mr. Kelly also will be a member of the Company's Senior Strategy Group.

-- Ray Oglethorpe, currently President, America Online, Inc., will retire after a transition period in which he will be a senior advisor to the Company.

-- Jan Brandt, Vice Chair and Chief Marketing Officer, will step down from her current position and take on a new part-time role as a senior advisor to the Company.

-- Employees of the Company's Business Affairs department will be reassigned to the business units they support. This decision reflects a desire for the functions Business Affairs has undertaken to be intertwined in the business units they serve.

Mr. Logan stated, "America Online is a crucial driver of AOL Time Warner's long-term growth. The announcements being made today will clarify roles and lead to AOL's being more nimble, its operating units more accountable, and its organization simplified and clearer. Putting this new structure in place will lead to greater stability at AOL, so the Company and its superb workforce can concentrate on achieving our business goals."

Mr. Miller was named Chairman and CEO of AOL on August 6th, 2002. The changes announced today result from a previously announced process to consult with AOL's senior team and rapidly develop a management structure designed to address the challenges and opportunities the company faces.

Mr. Miller said, "Under our new management structure, I will be directly engaged in several of the Company's most important areas, including our flagship brand, Interactive Marketing and AOL Broadband. AOL must maintain its leadership position among dial-up subscribers, enhance our broadband business, and reinvigorate our relationship with marketers."

"To do this, we will fully leverage our programming and product expertise, along with the superior technology behind our unmatched member experience, to create exciting, relevant and distinctive new products and content that will change the way both dial-up and high speed consumers think about AOL."

Developing distinctive programming will be critical to AOL's success, Mr. Miller said. "We've already begun to achieve this with fabulous products like 'Sessions@AOL' and 'First Listen' that have turned heads and once again made it cool to be on AOL. In fact, the work undertaken by Jimmy de Castro and his programming and product groups within the AOL Brand provides a model of how we can fulfill members' expectations of AOL -- whether they connect through a dial up or high-speed connection."

Mr. Miller said that AOL will put increasing resources behind the development of a compelling, differentiated broadband product that will set the standard for high-speed as it increasingly penetrates the mass market.

"Joe Ripp's senior-level management background and Ted Leonsis' renowned role as the champion of AOL's 35 million members will enable them to play a critical role in our efforts to offer consumers an all-new experience, which began earlier this year and will accelerate with the upcoming launch of our 8.0 client, which has been developed by Jimmy de Castro's team and is our most anticipated new product in years," Mr. Miller said.

Mr. Miller added, "At the same time, Mike Kelly's appointment signals the priority I've placed on our international and AOL Anywhere businesses. It is very important to our Company's future that Mike has agreed to take on one of our most critical challenges: moving our international operations toward profitability. He is also in an excellent position to step in and build on our recent successes in extending AOL's presence on wireless and other carriers as Lisa Hook focuses on our broadband products."

In addition to Mr. de Castro, Mr. Kelly, Mr. Leonsis, and Mr. Ripp, other senior executives reporting directly to Mr. Miller in the new organization will include:

-- Randall J. Boe, Executive Vice President and General Counsel

-- John Buckley, Executive Vice President, Corporate

Communications

-- Lisa Hook, President, AOL Broadband

-- Joseph Redling, President, Brand Marketing

-- Robert Sherman, President, Interactive Marketing

Executives reporting to Mr. Ripp will include:

-- Joel Davidson, Executive Vice President, Web Properties

-- Marty Fisher, President, AOL Technology Development

-- Tatiana Gau, Senior Vice President, Integrity Assurance

-- Matt Korn, Executive Vice President, Network and Data Center

Operations

-- Neil Smit, Executive Vice President, Member Services

-- Bruce Stewart, Senior Vice President, AOL SBS 

-- Bill Wahl, Executive Vice President, Internal Computing

In addition to his role as Executive Vice President of AOL Time Warner and President, AOL Time Warner International, Michael Lynton continues as President of AOL International, and in such capacity will continue to report to Mr. Kelly. Mr. Lynton was appointed to his Corporate positions in May.

The company is also commencing a search for a Chief Financial Officer to fill the position that Mr. Ripp is relinquishing, and has underway a search to fill the open position of Executive Vice President, Human Resources. Both positions will report to Mr. Ripp. Mr. Ripp will continue to serve as Chief Financial Officer on an interim basis until his replacement has been appointed.

Mr. Miller noted that in recent weeks, AOL President Ray Oglethorpe had notified the company that he intended to make a transition to retirement, after serving the company as a senior advisor. "Ray Oglethorpe has led the way in developing both a superb technology organization that has built and maintained a massively scalable network while delivering great products, and also one of the most outstanding customer service operations in the business world today. America Online's unmatched ability to provide ease-of-use, extraordinary reliability and first-class member support is a testament to Ray Oglethorpe and the great team he's built."

Mr. Miller also noted that Vice Chair and Chief Marketing Officer Jan Brandt had decided to step down from her current position and assume a part-time role as a senior advisor to him. "Jan Brandt has become a marketing legend for the innovative and daring strategies that made AOL one of the world's most powerful brands," Mr. Miller said. "She championed the use of the famous AOL disk enabling millions of people to get access to the online world in a faster, easier fashion than they might ever have imagined. We are delighted that Jan will be advising me and working part-time with Ted Leonsis on a variety of initiatives in his Advanced Services Group."

About Joseph A. Ripp

Joseph A. Ripp brings more than two decades of senior management experience to his role as Vice Chairman, America Online, Inc. He has served as Executive Vice President and Chief Financial Officer of America Online, Inc. since 2001, overseeing the Company's accounting and tax issues, financial planning, investor relations and treasury, among other finance functions. Previously, he was Executive Vice President and Chief Financial Officer, Time Warner, Inc. and held a series of senior financial management positions at Time, Inc., culminating in his appointment as Senior Vice President, Chief Financial Officer and Treasurer. Prior to joining Time Inc. in 1975, he worked on the Time Inc. account with the accounting firm Ernst and Whinney. Mr. Ripp serves on the boards of trustees of Manhattan College, and on the board of directors of the Ad Council and A Better Chance, an organization devoted to increasing educational opportunities for minority youth, and of the Advertising Educational Foundation.

About America Online, Inc.

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