http://www.washingtonpost.com/ac2/wp-dyn/A32817-2003Jul23?language=printer

America Online's subscriber base plunged by 846,000 over the past three
months, as hundreds of thousands left for cheaper or faster Internet
connections, and a similar number were pruned from the roster because they
had been mistakenly counted in the past, AOL Time Warner Inc. disclosed
yesterday.

In addition, new disclosures about a massive federal probe into improper
accounting at Northern Virginia-based America Online showed that the
division's legal problems are hurting other parts of the AOL Time Warner
media empire.

AOL Time Warner said yesterday that the Securities and Exchange Commission
will not allow it to spin off a portion of its cable television unit until
it resolves a dispute over how to account for hundreds of millions of
dollars in questionable revenue from a complex deal with German media firm
Bertelsmann AG.

AOL Time Warner also said it may restate previously reported profits and
sales linked to the Bertelsmann transaction. And the company indicated that
it could not determine how long the SEC and Justice Department
investigations into its bookkeeping practices will last.

The company said its net income increased to $1.1 billion (23 cents per
share) in the second quarter, from $396 million (9 cents) in the same period
last year. Revenue grew about 6 percent, to $10.8 billion. The profit figure
included a number of substantial one-time grains form the settlement of a
lawsuit with Microsoft Corp. and the sale of various businesses.

Despite solid results in divisions other than America Online, AOL Time
Warner shares fell yesterday by $1.14, or 6.8 percent, to $15.71, as
analysts and major investors reacted to the continuing uncertainty caused by
the SEC investigation, the threat of increasingly costly shareholder
lawsuits, the deterioration in America Online's performance, and
disappointment that the strength of AOL Time Warner's film, publishing and
cable television operations did not prompt the company to increase its
financial projections.

"Our goal for the remainder of this year is to keep laying the foundation
that will enable us to exit 2003 with more momentum than we had when we
entered it, with an eye toward achieving, strong sustainable growth next
year and beyond," said Richard D. Parsons, chairman and chief executive of
AOL Time Warner.

AOL, the nation's biggest Internet service provider, has shed a total of 1.2
million subscribers over the past year and now has 25.3 million subscribers
in the United States.

The company said the total includes 2.2 million high-speed subscribers, an
increase of 300,000 over the past three months. During that period, AOL
launched an enhanced high-speed offering and promoted it with an advertising
campaign titled, "AOL for Broadband: Welcome to the World Wide Wow."

In addition to losing dial-up subscribers faster than expected, AOL is
predicting that its online advertising revenue will drop about 40 percent in
2003. The decline is occurring even though the total dollars spent on
advertising online is growing nationally, a trend that can be seen in the
financial results of some of America Online's competitors, including search
engines Yahoo and Google and many specialized Web sites.

AOL Time Warner had sought to persuade SEC investigators that they were
mistakenly challenging the accounting for the two-part Bertelsmann deal. But
the company said yesterday that the commission has refused to back down.

"The company and its auditors continue to believe the accounting for those
transactions is appropriate, but it is possible that the company may learn
additional information as a result of its own review, discussions with the
SEC and/or the SEC's ongoing investigation that would lead [AOL Time Warner]
to reconsider its views," the firm disclosed.

The Bertelsmann deal involved AOL's sale of roughly $400 million in
advertising to Bertelsmann in connection with the purchase of Bertelsmann's
stake in AOL Europe.

AOL Time Warner released its second-quarter results prior to the opening of
stock trading yesterday morning. Although it cut its projections for America
Online, the company beat Wall Street estimates as its cable television,
motion picture and publishing businesses thrived.

"Our solid results in this quarter and the first half of the year give us
confidence that we can deliver on all of our 2003 financial objectives,"
Parsons said. He added that the company is continuing to reduce its hefty
debt through the sale of businesses and the spending of billions of dollars
of excess cash generated by operations.

The Warner Brothers and New Line Cinema movie units generated $572 million
and $239 million, respectively, at the box office in the United States. "The
Matrix Reloaded" led the way among new releases, while "Harry Potter and the
Chamber of Secrets" boosted DVD and CD sales.

"On balance," said Deutsche Bank, "we think this report is good news."

In a conference call with analysts, Parsons said he was no longer counting
on the sale of stock in Time Warner Cable to generate cash for debt
reduction this year. Instead, he said, the handling of any cable spinoff
will be determined by broader issues, including the best way to help that
subsidiary grow.

"The specific timetable for executing an IPO will depend on strategic
considerations, not balance sheet imperatives, as well as the status of our
SEC investigations," Parsons said.



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