AOL and Warner Bros. Announce 'In2TV,' New Broadband Network On AOL.com

November 14, 2005

Thousands of episodes from some of the most popular television series of all time will make a comeback exclusively on AOL.com (http://www.aol.com) in early 2006, thanks to a pioneering collaboration between AOL and Warner Bros. Domestic Cable Distribution to form a new broadband network. The network� called In2TV � will allow consumers to stream full-length episodes from favorite series such as Welcome Back Kotter, Sisters, Beetlejuice, Lois & Clark, La Femme Nikita and Growing Pains free and on-demand on the Web. Along with full-length episodes, In2TV will also include unique interactive features such as games, quizzes, polls, trivia contests and more.

This first-of-its-kind interactive video experience demonstrates the impact of broadband�now in 53% of U.S. households*--on the television industry, as broadband provides a new platform for television assets on the Internet.

This treasure trove of television programming will serve as a cornerstone of the AOL.com website's commitment to delivering broadband video through AOL Video on Demand (http://www.aol.com/video) and AOL Video Search (http://www.aol.com/videosearch and http://www.aolsearch.com), as well as through AOL Television (http://www.aol.com/television), the number one television destination online**. AOL�s Video Search engine is one of the industry's most comprehensive video search tools, drawing from the industry-leading AOL Video on Demand archive of more than 18,000 licensed and originally produced assets and over 1.5 million video assets on the Internet indexed through AOL�s Singingfish.

"With In2TV, we are enabling Web users to experience and interact with television programming in an entirely new way, and creating a new distribution platform for TV content," said Kevin Conroy, Executive Vice President, AOL Media Networks. "This is an exciting new way to experience these shows, allowing Web users to enjoy what they want, when they want it. We view this collaboration as truly transformational and yet another demonstration of our commitment to making our next-generation AOL.com portal the best destination for video on the Web.�

�Our goal is to be a leader in offering consumers unique and innovative entertainment options so that they can have as many choices as possible when it comes to choosing content. This deal with AOL is a great example of moving in that right direction,� said Kevin Tsujihara, President, Warner Bros. Home Entertainment Group. �We look forward to continuing to work with AOL on this and other exciting entertainment offerings as new platforms and markets are embraced by consumers.�

�This service will bring an unprecedented collection of popular TV series to a totally new platform, revolutionizing the distribution of television programming. It will enable users the opportunity to be entertained and to interact with the programming that has groundbreaking interactive features,� said Eric Frankel, President, Warner Bros. Domestic Cable Distribution. �Visitors will be able to program their own personal network, making it a TV lover�s dream come true.�

These series will be offered in a new DVD quality video format called �AOL Hi-Q.� This new technology, which builds upon AOL�s industry-leading online video experience, enables high resolution, full-screen viewing. It will be made available free to any broadband user (along with standard-quality streaming). AOL.com is the first major portal to offer this kind of high quality video experience to consumers.

In2TV will leverage the unique capabilities of the online medium, allowing broadband consumers to experience, enjoy and interact with these series in a variety of ways. The In2TV site will organize the TV series into six genre-themed channels, listed below. (Additional channels will be launched at a later date.) Fans will also be able to search the series by show titles, cast names, and other key words and phrases. This programming will be combined with highly engaging and interactive editorial, promotional and game content. Fans can enjoy special interactive features, including:

- �Starchives� - Episodes featuring stars before they were stars, including Brad Pitt on Growing Pains, and Jay Leno on Alice

- �Punchlines� - Great viral comedy clips

- �TV Karaoke� - Sing-alongs with favorite TV show themes

- �Classic Cr�me de la Cr�me� - Showcase of the most memorable episodes of a given series

- �Betcha Didn�t Know!: The Ultimate TV Quiz� - Fans can test their TV trivia skills

- �RetroRunway� - Fashion from TV series

- �StarFavs� - Stars� favorite episodes

- �Where Are They Now?� � Find out where your favorite stars are now

- AIM interviews with cast members

- Month long salutes to specific series, stars, and genres with extensive episodes available online and numerous interactive features. Examples could include �Kotter-thon� and �Teri Hatcher-A-Thon�

In2TV will also provide 88 interactive experiences in the first year built around specific shows. Examples of these interactive experiences could include unlocking additional material like a famous martial artist commenting on the mysteries of Shaolin in the Kung Fu series, or testing a viewer�s intricate and arcane knowledge on subjects as diverse as the complex world of Babylon 5 or the 80�s in conjunction with an iconic show like Growing Pains.

In2TV will provide AOL�s advertisers with compelling video inventory for instream broadband advertising as well as opportunities for sponsorships and accompanying banner ads. Video ads, 15-second and 30-second spots, will be limited to a total of 1-2 minutes within each 30-minute episode as compared to 8 minutes of advertising on broadcast television.

The six channels, and a sampling of the shows fans can find within them, follow. A complete list of the series included in the program is attached.

LOL TV: Laugh out Loud with this channel that will feature Welcome Back Kotter, the Emmy-nominated series that launched the career of John Travolta and outperformed The Mary Tyler Moore Show and 60 Minutes. Even its theme song by John Sebastian climbed to #1. Fans will also find Chico and the Man, where Freddie Prinze broke new ground for Latinos on TV alongside Emmy-winner Jack Albertson, as well as Perfect Strangers, featuring the foibles of cousins Balki and Larry, in a show that helped to establish ABC�s �TGIF� lineup and ranked #1 in every time period it aired. Plus, Hangin� with Mr. Cooper, an ABC hit which ranked #1 in its time period on Tuesdays and again when it moved to Fridays, as well as Head of the Class, which debuted on ABC as a Top 10 sitcom.

Dramarama TV: This channel will showcase great dramatic series ranging from the five-time Emmy-nominated Sisters, starring Emmy winner Sela Ward, to Falcon Crest, one of primetime�s juiciest soaps that was a Friday night staple on CBS for nine seasons. Drama fans will also find Scarecrow and Mrs. King, the Golden Globe-nominated and Emmy-winning series co-starring Bruce Boxleitner and former �Angel� Kate Jackson, along with TV icon Robert Urich in Spenser: For Hire, which was so beloved by fans that it spun off four made-for-cable movies. Plus, Eight is Enough, the Emmy-nominated series starring Dick Van Patten that ranked in ABC�s Top 10 for season after successful season.

Toontopia TV: Top-rated animation comes to life with Beetlejuice, the animated adaptation of Tim Burton�s hit movie that ran successfully for multiple seasons on both Nickelodeon and Cartoon Network. The channel will also feature animated favorites such as Daytime Emmy-winning Freakazoid, as well as fellow Daytime Emmy-winners Pinky and the Brain and Histeria!, both executive produced by the legendary Steven Spielberg. Plus, there�s The New Adventures of Batman, featuring the voices of Adam West and Burt Ward from the live action series.

Heroes and Horrors TV: Sci-fi and horror fans will be riveted by this channel that includes Lois & Clark: The New Adventures of Superman, which was a Top 10 program on ABC for three seasons, starring Dean Cain and Golden Globe-winner Teri Hatcher of Desperate Housewives, along with every episode of Babylon 5, the Emmy Award-winning syndicated science fiction series so popular that stations aired it twice a day. Plus, there�s Freddy�s Nightmares hosted by the maniacal Freddy Krueger (Robert Englund), the star of the hit film series �Nightmare on Elm Street,� and the adventures of Wonder Woman starring Lynda Carter, which was consistently a Top 20 series across two networks, airing on both ABC and then on CBS. Plus V, where resistance fighters must stop �Visitors� from invading Earth.

Rush TV: This channel will feature action-adventure favorites such as La Femme Nikita, which enjoyed an enormous cult following as witnessed by over 300 websites dedicated to its star, Peta Wilson, and the show. Fans will also find the Emmy-winning and Golden Globe-nominated series Kung Fu, which dominated Thursday nights in its broadcast run catapulting ABC to #1 in the time period with key demos. In addition, fans can re-discover The Adventures of Brisco County Jr, a fan favorite that built its time period on FOX and went on to be a Top 10 series on TNT for three consecutive seasons. Other series in Rush TV will include 2001�s The Fugitive, Dark Justice and more.

Vintage TV: This channel will feature Growing Pains, the Emmy-winning sitcom that lasted an incredible seven seasons, turning Kirk Cameron into a teenage heartthrob (receiving 10,000 fan letters a month) and featuring a young actor by the name of Leonardo DiCaprio. Plus, there�s Alice, which ranks among an elite group of sitcoms to air for nine successful seasons. Honored with multiple Golden Globe Awards, it consistently ranked as a Top 10 network series on broadcast and attracted a broad audience of both men and women. Plus, fans will also find F Troop, which became a top rated hit on Nick@Nite after a successful run on ABC, as well as Emmy-nominated Maverick, which was voted �The Best Western of the 1950s� by TV Guide. Other Vintage TV series will include fan favorite The F.B.I.

About America Online, Inc.
America Online, Inc. and its subsidiaries operate a leading network of Web brands and the largest Internet access subscription service in the United States. Brands include the AOL� service, the AOL.com� website, and the AIM�, MapQuest�, Moviefone�, Netscape�, CompuServe� and ICQ� services. America Online offers a range of digital services including the TotalTalk� voice service. The company also has operations in Canada and Europe. America Online, Inc. is based in Dulles, Virginia, and is a wholly owned subsidiary of Time Warner Inc.(TWX)

About Warner Bros. Domestic Cable Distribution
Warner Bros. Domestic Cable Distribution is the leading supplier of programming to the pay television and basic cable marketplaces. WBDCD licenses, markets and distributes top quality programming to a dozen broadcast networks, 30 pay TV, over 100 basic channels and numerous HD networks.

*Pew Internet Project Survey, May 2005

**ComScore Media Metrix, Sept. 2005