aol - time warner merger and its failure

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- TEAM 10 - TEAM SWAT (STRATEGIC WORK ANALYTICAL TEAM) NEIL DUDICH SOUMIK MANDAL SAURABH PALKAR CHINTAN PATEL VIVEK VADAKKUPPATTU FALL 2009 NEW YORK UNIVERSITY STERN SCHOOL OF BUSINESS AOL Time Warner Leadership in Organizations Final Project

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A detailed Analysis of the AOL Time Warner Merger and its failure with special focus on the environment, strategy, structure, cultural aspects and their fits. Includes a detailed section on how mergers could be made more successful to generate the synergies that elude most mergers.

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Page 1: AOL - Time Warner Merger And Its Failure

- TEAM 10 - TEAM SWAT (STRATEGIC WORK ANALYTICAL TEAM)

NEIL DUDICH

SOUMIK MANDAL SAURABH PALKAR CHINTAN PATEL

VIVEK VADAKKUPPATTU

FALL 2009

NEW YORK UNIVERSITY STERN SCHOOL OF BUSINESS

AOL Time Warner Leadership in Organizations – Final Project

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In December of this year, Time Warner (TW) will sever its ties to America Online (AOL),

putting an end to a troubled ten year corporate union. At one time heralded by many as a

visionary merger between the old and the new, the combined AOL-Time Warner failed to

live up to its billing as the future of global media. In fact, after destroying more than two

hundred billion dollars of shareholder wealth, the merger now stands as one of the most

remarkable corporate miscalculations of all time, an outcome likely not envisioned by its

original architects.

While Time Warner continues to reap profits from film, music, publishing and television,

AOL has struggled to develop a sustainable model for its ISP business. In retrospect,

perhaps most surprising is that the synergies expected between the content rich Time

Warner and AOL‟s millions of subscribers never materialized. This is largely due to the

inability of the two entities to integrate disparate corporate cultures into a single

symbiotic organization.

Time Warner is an iconic American company which has built one of the world‟s largest

media empires through serial acquisition. A look at why its union with AOL failed can

provide insights into the pitfalls that can befall leadership attempting to steer its way by

merger through swiftly moving business currents.

BRIEF HISTORIES OF AOL AND TIME WARNER

The merger of AOL and Time Warner in 2000 gathered together under one roof

businesses dominant in film (Warner Bros., New Line Cinema), music (Atlantic, Warner

Bros. Music, Elektra), cable television networks (HBO, TBS, CNN), cable television

distribution (Time Warner Cable), publishing (Fortune, Time, Little Brown & Co.), and

the internet (America Online). The combined company spanned the breadth of the media

business. How they got there, however, tells two very different stories.

Old Media Stalwart

Time Warner thrived for decades despite dramatic changes in technology and

demographics to become the quintessential American media company. It did so primarily

through timely strategic acquisitions and mergers.

Its corporate history can be traced back to the founding of Warner Bros. film studios in

the 1920‟s. Early on, the company prospered producing silent black and white films. Its

initial wave of success crested with the release of the legendary Casablanca in 1942.

Around the same time, Henry Luce independently published the first issue of Time

magazine, and later expanded with Fortune and Life. Life represented one of the first

successful forays into graphic rich publications. By the 1950‟s, Life had become a staple

of American culture and boasted a readership in the millions. Time Inc. later expanded

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with People and Money, and ventured into pay television when it acquired Home Box

Office (HBO) in the 1970‟s, which would become a dominant player in its market.

Warner, meanwhile, expanded into music publishing with the purchase of Atlantic

Records in 1969 and the creation of Warner Music. Warner captured explosive growth in

video gaming with the purchase of Atari, only to later lose hundreds of millions on the

venture as its competitive position slipped. In the 1980‟s, Warner upped its stake in cable

distribution, and purchased Lorimar Telepictures, which owned a rich television library.

In 1990, Time and Warner Communications merged. Joint ventures such as

Entertainment Weekly combined Time‟s publishing prowess with Warner‟s film business.

In 1996, the company merged yet again, this time with the Turner Broadcasting System,

its suite of cable television networks (TBS, CNN), and its stake in the MGM film library.

And yet, despite its dominance in almost every aspect of the media market, Time Warner

seemed old fashioned to many in the internet age, and some questioned its continued

relevance.

Digital Age Darling

America Online forged a very different path to the pinnacle of the business world.

Originally called Quantum Computer Services, Inc., AOL began in 1985 as a small

technology company. Although Quantum achieved small successes during the decade

providing closed system online computer services, its achievements were not notable.

It wasn‟t until Steve Case became CEO in 1991 that AOL‟s corporate identity, culture

and strategic goals began to take form. Although competitors Prodigy and Compuserve

were the leading ISP‟s of the day, Case differentiated his product by featuring easy to use

graphic interfaces and accessible peer to peer communication. AOL marketed itself as the

internet portal of choice for those ill at ease with technology – a „walled garden‟ in

cyberspace. AOL also featured lower online subscriptions rates, free trial periods for new

users, and was quick to adopt flat monthly fees instead of hourly usage rates.

As a result of these initiatives, AOL succeeded wildly and its subscriber base exploded.

In 1993, the company had approximately 600,000 subscribers. Three years later, that

number was 6 million. By 2000, it boasted 25 million subscribers.

AOL also focused on developing its brand, and hired Bob Pittman, creator of MTV, to

build its corporate identity. The AOL logo and “you‟ve got mail” were soon immediately

identifiable to millions of consumers. As the internet became ubiquitous, so did AOL.

AOL made a number of small acquisitions during the decade (e.g., Redgate

Communications, Booklink Technologies) to expand its functionality. In 1998, AOL

acquired competitor Compuserve in a complex transaction with Worldcom. That same

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year, AOL acquired Netscape for approximately $4.2 billion in stock. Nevertheless, AOL

had no appreciable history of large scale mergers, and during its brief corporate history,

had developed a unitary culture under a largely homogenous core of leadership.

Despite these successes, it was clear that AOL expanded rapidly at the expense of the

bottom line. Although by 2000 it was among the most valuable businesses in the world

by market capitalization, it had no reliable track record of profitability.

Merger discussions started and completed rather quickly. Talks began when Steve Case

approached a TW board member at a 1999 Shanghai business conference. Although Time

Warner CEO Jerry Levin reportedly initially shrugged off the suggestion, merger plans

were finalized within three months. The new AOL Time Warner sought approval in

February 2000 for merger, and it was sanctioned by the Federal Trade Commission later

that year.

The merger was structured as a stock swap. Because of AOL‟s higher market

capitalization, its shareholders would own 55% of the new company, initially valued at

$350 billion. Jerry Levin would become CEO and Steve Case Chairman. The

organizational chart resembled a massive family tree, with Time Warner contributing

many divisions, and AOL relatively few. Exhibit 1 identifies the key players following

merger.

ANALYSIS AND CRITIQUE

ENVIRONMENT – STRATEGY

Many aspects of the alignment between the environment and the strategy for both

companies appeared fundamentally sound pre and post merger. Each lacked assets crucial

for competing in the internet age and it seemed unlikely that either would develop those

resources quickly enough to compete. AOL and Time Warner saw in the other

complementary strengths which suggested the possibility of a mutually beneficial

relationship.

AOL

As the dominant ISP at the turn of the century, AOL could claim success for its strategy

of providing simplified access to the internet for the masses. It dominance, however, was

tenuous in a rapidly changing external environment. See Exhibit 4.

Industry - Growth of substitutes: Competition for dial-up access was increasing

dramatically. Rival ISP‟s such as NetZero were eroding AOL's customer base by offering

lower rates. For those customers AOL retained, profitability diminished, as increased

competition pressured margins. Moreover, although AOL had established itself as a

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leading internet portal and pioneered electronic communication, new competitors such as

Yahoo! and MSN were now offering similar services, threatening AOL‟s business model

and spurring it toward opportunities to diversify and differentiate its product.

Market - Rise of Broadband: With significantly faster data transfer speeds than dial-up,

broadband internet access was fast becoming the preferred way to connect to the internet.

Large telephone companies benefited as early „first movers‟ in broadband. While AOL

had the brand and credibility to capitalize upon growth of this area, it lacked the

infrastructure. As a leading provider of cable television, Time Warner had the distribution

capabilities AOL needed.

Economic Conditions - Tech Asset Bubble: At $175 billion, AOL was among the most

highly valued companies in the world by market capitalization, despite its lack of

profitability, modest revenue of $5 billion, and relatively small workforce of 15,000

employees. Time Warner, meanwhile, was much more conservatively valued at $90

billion, far more profitable upon $27 billion in revenue, and had nearly 70,000 employees.

Merger would allow AOL, through a corporate stock swap, to buy old media pennies

with inflated new technology dollars.

In sum, AOL correctly recognized that the external environment was changing in a way

which required it to act decisively. Increased competition for its core business and the

demise of dial-up posed existential threats to its business model. The decision to merge

with a durable and profitable company with tangible assets, at the peak of AOL‟s capital

value, was the right strategic decision.

Time Warner

Time Warner had successfully adapted to changes in the way its content was distributed

from the era of silent films to twenty-four hour cable news. Yet, in 1999, Time Warner

lacked a material cyber foot print and had no coherent strategy to develop one.

Traditional content providers, such as Disney and Viacom, had already launched popular

websites. Meanwhile, new competitors, such as Napster, were siphoning business from

the company‟s music labels. There was a feeling that the internet was passing it by.

Efforts at developing an internet presence had so far been unsuccessful. Pathfinder Portal,

designed to feature Time Warner content, had by some estimates lost the company $100

million, largely because many divisions were reluctant to share premium content. In July

1999, Levin launched Time Warner Digital Media (TWDM), a new centralized unit

dedicated to funding, building and assembling the company‟s internet assets, and started

Entertaindom.com in November 1999. This too failed to gain traction, and threatened to

put the company even further behind its competitors. Wall Street noticed, and Time

Warner‟s stock price languished relative to high flying technology companies.

AOL seemed like the answer to Time Warner‟s digital prayers: access to a fast growing

market, millions of customers for its media content, and a proven internet brand to

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leverage its broadband business. There were simply too many strategic negatives,

however, for it to make sense:

Poor Timing: AOL, with its poor track record of profitability and diminishing growth

prospects, was absurdly overvalued. The market capitalization of AOL Time Warner has

declined by more than 75% since then, mostly because of deflation in the valuation of

AOL. Time Warner wrote down more than $90 billion dollars in corporate value not long

after merger, at the time the largest corporate write down in U.S. history.

Non-Operational Distractions: AOL generated a number of non-operational distractions:

an investigation by the SEC into aggressive accounting; widely publicized battles with

shareholders such as Carl Icahn who criticized merger and launched hostile proxy bids

for board seats; and costly lawsuits with Microsoft over the Netscape internet browser.

As a result, management had to divert focus from strategic and operational planning.

Unrealistic expectations for growth: The expectation that AOL would continue to grow

as it had in the past was patently unrealistic. In fact, AOL lost nearly 4 million

subscribers between 2002 and 2005. Most left for broadband services, and Time Warner

Cable elected to keep its own Road Runner ISP rather than market AOL.

LEADERSHIP – STRATEGY

Although AOL Time Warner started out with a stable of proven executive talent, it was

unable to develop true leadership.1

Control – Accountability: Leadership did not exercise enough organizational control and

authority did not flow down the control pyramid enough to create employee

accountability. “No one at the top of the company really tried to persuade the people in

charge of their brands that they needed to try to make this deal work.” (Kramer). In the

vacuum of strong leadership, an attitude of „us vs. them‟ prevailed.

Lack of Motivation: Steve Case quickly sold a significant block of his shares in AOL just

before the merger reaping a windfall profit of $161 million. Case demonstrated his lack

of confidence in the merger and decoupled his personal interests from that of his

company. This is to be contrasted with Sears Roebuck, which emphasized the importance

of upper management continuing to retain a financial stake in the performance of their

company through equity ownership.

Strategy Drift: Leadership failed to deliver Time Warner‟s significant film, publishing

and music assets to AOL‟s massive subscriber base. Fearing piracy, reduced advertising

dollars, and dilution, Time Warner‟s media businesses were reluctant to offer premium

1 Interestingly, this conclusion is not one Steve Case would be likely to quibble with. "In retrospect, I probably wasn't

the right guy to be the chairman of a company with 90,000 employees," Case said during an event at the Computer

History Museum. "In retrospect, none of us were the right guys."

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content through the internet, and the company‟s leadership was unable to overcome this

hurdle.

Personality Conflict and Lack of Personnel Development: Steve Case remained

personally at odds with Time Warner executives which crippled plans to establish an

online empire. As the stock price plummeted from $71 in 2001 to $9 in 2003, backbiting

and internecine warfare flourished, similar to the inter-divisional conflict seen between

the sales and marketing departments in the SMA-MEPD case. AOL executives were

chosen for key positions including CFO, General Counsel, and Chief of Investor

Relationship.2

In NYPD New, we saw the benefits of Chief Bratton‟s holistic approach to addressing the

challenges faced by the New York Police Department. Bratton developed a renewed

vision of the organization and proceeded to make changes to the structure, staff, culture

and systems to ensure that the organization aligned to his strategic goals. Leadership at

AOL Time Warner failed to take a similar approach, or frankly, even a part of it.

A “CEO Review” (see our reading Evaluating the CEO) of Case and Levin reveals that

both failed on metrics key to the success of any chief executive officer:

Criteria Steve Case Jerry Levin

Leadership: How well do you

motivate and energize your

organization?

Pre-merger, Case excelled in this

area. Post merger, however, Case

appeared detached and disinterested

in the future and decoupled his

financial interests from that of the

company.

As the head of large, divisional

media conglomerate, Levin seemed

to lack the vision to motivate and

energize.

Strategy: Is it being effectively

implemented? Is the company aligned

behind it?

No. Case lacked the support of key

Time Warner executives.

No. Levin could not effectively

combat reluctance of TW executives

to distribution of content online, and

TW Cable did not offer AOL

product.

People Management: Are you putting

the right people in the right jobs and

establishing a succession pipeline?

No. Overly political. Felt threatened

by Robert Pittman, and failed to

utilize his considerable talents post-

merger. Favortism toward AOL

executives.

No. Overly political. Obsessed with

control of combined organization.

Operating Metrics: Are key metrics

such as sales, profits and customer

satisfaction heading in the right

direction?

No. Case emphasized appreciation

of stock price over growth of

business segments.

Levin historically successful at

developing the sales and profitability

of TW‟s content and cable

businesses.

2 An anecdote from merger negotiations illustrates just how strained relations between the two companies really were.

A Time Warner executive expressed frustration at the lack of respect demonstrated by AOL, stating, “You talk like

you‟re buying us.” “We are, you putz”, was the response of David Colburn, AOL‟s president of business affairs.

Although Colburn has since denied making the comment, the incident was considered a point of honor by his

colleagues who had T-shirts made repeating the answer.

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STRUCTURE – STRATEGY

Although AOL Time Warner sought to centralize control and command, it failed to

engineer a structure that was tailored to reach its strategic goals, for a number of reasons:

Overly Politicized Executive Positioning: AOL‟s greater capital value gave it substantial

control over the placement of executives – a fact which it took full advantage of. It is

estimated that AOL executives assumed two-thirds of high ranking executive positions

post-merger, despite coming from the smaller operational entity. Resentment among

Time Warner personnel festered, which significantly chilled collaboration and

undermined the company‟s strategic goals. While completely extracting politics from

corporate life may be unattainable, it is clear that AOL overplayed its hand and sabotaged

its ability to capitalize on merger opportunities over both the short and medium term.

Divisional Autonomy: Time Warner had twice failed to monetize the distribution of its

content over the internet, mostly because the company‟s structure ceded autonomy to

divisional heads who were reluctant to share the premium content necessary make

internet ventures viable. Despite these prior false starts, it does not appear that the

company made structural modifications to address this operational challenge. Without

such changes, it seems unlikely that the merged entities could have derived material

synergies from their union.

Structural Incongruities: The organizational differences between the two companies led

to significant structural incongruities. While at Time Warner content editors commanded

authority, AOL marketing chiefs brandished the most clout. As a result, AOL never

exhibited the attributes of a typical Time Warner company, making it difficult to establish

a single corporate identity and foster collaboration. In addition, there were no strong

editors at the helm of AOL who could ensure the delivery of material which would

appeal to consumers. More accustomed to engineering mass marketing campaigns, AOL

executives were simply ill-prepared to manage the distribution of content.

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STRUCTURE – CULTURE – STRATEGY

Both companies were characterized by strong and disparate cultures. While AOL

reflected the norms and values of the internet age, Time Warner did not. The table below

lists some of the distinctions in culture between the two organizations.

AOL Time Warner

High Tech Old-world

Tight on finances/Cost Cutting Spendthrift

Casual, khakis and cotton shirt Suit and tie

Centrally managed Decentralized - autonomy at division level

Smaller, younger Big, mature – AOL the size of a small TW division

Top Down Management Style Improvisational Approach

20 somethings Gray beards (Bronson)

Compensation – Stock Options – Internet Trend Profit sharing – Old School

Unitary Culture Diversified Enterprise

Focus on stock price Focus on organic business growth

These differences made it unreasonable to expect a smooth transition into a merged entity.

While AOL Time Warner is a particularly conspicuous example, the challenge of

bridging corporate cultures at variance to one another is a common one. Our reading,

Managing Multicultural Teams, emphasized that cultural differences, if not managed

appropriately, can create four common barriers to success:

Teams may view clashing communication styles as violating cultural norms: AOL‟s

direct style of communication clashed with the indirect style favored by Time Warner.

Teams may consider a member less fluent in the language as having less to contribute to

the success of the group: Young, open and tech savvy employees of AOL had a different

„working/cultural language‟ than their older, more formalistic Time Warner counterparts.

Team members’ cultures can have a negative impact on issues involving hierarchy and

protocol: Centrally managed AOL employees had a difficult time acculturating

themselves to Time Warner‟s divisional structure.

Decision making processes differ among cultures, with some preferring to take a longer

and measured approach versus cultures that tend to value process efficiency: AOL‟s

decision making process was rapid and geared toward beating Wall Street expectations

and pleasing shareholders. Time Warner was slower and more measured.

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RECOMMENDATIONS № 1

What were they thinking?

While both companies had assets coveted by the other, the decision to merge was, under

all the circumstances, flawed, and AOL and Time Warner should have never carried

through with their plans. Oftentimes, companies can accomplish their competitive goals

through licensing agreements and joint ventures (e.g., AT&T and Apple). This approach

allows companies to preserve their culture. As a number of management studies have

demonstrated, bridging the cultural divide is one of the first and most significant hurdles

of any merger. Such an approach permits companies to continue to focus on their core

area of competence, which cannot be underestimated. This allows companies to preserve

their independence, set goals that are in line with the company‟s strategy, and decouple

from the arrangement when it no longer aligns to its strategic goals.

The motivation under girding most mergers is the synergies companies expect to extract

from the combination. Ironically, in most cases, this is where most mergers fail. As Peter

S. Fader, Marketing Professor at Wharton noted in K@W‟s So Far, the AOL Time

Warner Merger Gets Mixed Reviews,

Synergies can‟t be manufactured. In many cases synergies are more a

myth than a reality. To the extent they exist it is serendipity.

In a poll recently published by LinkedIn, 80% of those who participated believed that the

AOL Time Warner merger failed because of their inability to generate the expected

synergies. Cross selling (even within its own divisions) was never Time Warner‟s strong

suit, so it is not surprising that the goal of profiting from the distribution of Time Warner

content to AOL subscribers through broadband cable never materialized.

There are other considerations which likely mitigated against the likelihood of success.

While most business combinations are typically characterized by a dominant partner, that

wasn‟t the case with AOL Time Warner. While AOL had the advantage in market

capitalization, Time Warner was clearly the larger and more complex operational entity.

Questions of power and control were left unresolved as both entities struggled to assert

themselves post-merger. Here, it seems everyone lost. Both Case and Levin left the

company within a few short years as the flaws in the merger strategy became more

apparent.

№ 2

Immediately spin off AOL before eroding share holder value

Even before the ink from the merger could dry, complications began to surface. AOL was

accused (rightly) of manipulating its accounting records to favorably distort its financial

picture. The new organization never got the desired traction and started slipping almost

immediately. Even before the merger, leadership should have set some milestones and

quantifiable metrics to evaluate the progress of the integration. Once it became obvious

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that the new organization was performing sub-optimally and eroding share holder value

at a blinding rate, the company should have acted quickly to spin off AOL. This would

have saved millions of dollars and years of frustration, and it would have still been early

enough that both could have emerged relatively unscathed - perhaps with the exception of

some bruised egos.

№ 3

Focus upon integration in order to wring value from the merger

Once the merger was consummated, it was imperative for the companies to focus upon

effective integration.

Culture: “Culture is the invisible glue that binds people” within an organization. As a

statistical matter, most mergers fail. Many management thinkers attribute this sobering

fact to the difficulty of effectively integrating cultures. While it may seem an impossible

task to bring the divergent cultures of AOL and Time Warner together, that is not

necessarily so. There are other examples - GE and NBC - of companies with distinct

cultures coming together for a common purpose. Although GE has strived to impart key

aspects of its culture to high ranking NBC executives, it has always demonstrated regard

for NBC‟s unique and creative culture, which has largely remained intact, and the two

have coexisted in relative harmony. AOL should have demonstrated more respect for

Time Warner culture and personnel, which would have reduced divisional strife and

encouraged collaboration, which was the key to achieving the company‟s strategic goals.

Create „Buy-In‟: The company should have better involved key members of its

leadership in the decision to merge and the subsequent formation of strategy. At Ogilvy

and Mather, Charlotte Beers was successful in implementing her turnaround plan in part

by bringing together a core of key executives in the decision making process from the

outset. While AOL Time Warner had a clear strategic vision, Levin and Case failed to get

buy-in from executives within the organization, and as a result, the divisions continued to

work as disparate entities rather than a unified organization.

Structure: There were few structural changes made during or shortly after the merger

(apart from the shake up in senior management). AOL and Time Warner continued to

work as separate entities. A structure that facilitates the free flow of information and

ideas and creates an environment where employees are able to cut across formal

divisional lines would go a long way in enabling each company to assimilate the

strengths of the other.

Systems: Management should have created the following systems:

►“We Weave”: Combining two companies is similar to weaving together

different looms. You can loosely stitch together two fabrics or you can blend them

together beautifully to create a unique mosaic. Employees should be reminded to

always keep in mind that they are trying to weave together two unique companies,

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even if this involved something as simple as AOL employees wearing a “I am

proud to be part of the Time Warner family” to a company-wide picnic.

► “Our Einstein”: One of the biggest advantages of mergers is intellectual

enrichment. At GE, for example, when any division came up with a new best

practice such as a new means control inventory that reduced storage costs by 20%,

this information would be shared with other divisions.

► “Our Family”: Teams from each company should have met to discuss the

strengths of the other. This would serve multiple purposes: (1) encourage respect

and cooperation; (2) increase self confidence through positive feedback; and (3)

foster an amicable environment where both sides can shift from the defensive.

► “Our Company”: Employees should have had a mechanism (something as

simple as a forum or something more involved like the offsite 3rd

party mediated

discussions GE held) to express concerns or to suggest new ways of doing things.

POST-SCRIPT

It is often said that everything old is new again. This month, Comcast, a leading provider

of cable television, purchased a controlling interest in NBC Universal from General

Electric. The sale will end GE‟s twenty-five year experiment in media management and

usher in a new era for Comcast. Like AOL before it, Comcast hopes to marry content

with distribution as it struggles to survive against new competitors (ie., telephone

companies) in a business fast become commoditized. Unfortunately, like AOL before it,

Comcast has developed a discrete culture under the insular leadership of the Roberts

family. Merger with the long-established NBCU will present many of the challenges

AOL Time Warner faced. It will be interesting to see whether Comcast can succeed

where AOL Time Warner failed.

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Exhibit 1: AOL Time Warner Organization Chart - 2001 (Dignan)

Legend:

Blue: AOL Leader

Green: Time Warner Leader

Red: Main Divisions

Yellow: Sub Divisions

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Exhibit 2

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Exhibit 3: Leading Change: How AOL Time Warner approached the

change (Merger)

Stage How AOL Time Warner approached the change (Merger)

Establish a sense of

Urgency

Leadership had a sense of urgency to make the merger work but

they did not demand that same sense of urgency from the

managers below them

Form a powerful guiding

coalition

Leadership formed an HR committee to facilitate the ease of

transitions of employees from one responsibility to the other.

This should have been handled by senior management that were

team players and could get along with both AOL and Time

Warner leaders

Create a Vision The leaders from both companies had a good strategy on what

they wanted to achieve but did not have a good vision on how

they wanted to execute that

Communicate the Vision Leadership created structural changes to emphasis the change but

did not hold regular town hall meeting, or email meetings to

communicate their plan to successfully marry the content and

technology of the companies

Empower other to act on the

vision

Leadership roles were dominated by AOL personnel and this

created a bias towards the execution of the merger. Content

editors should have been empowered to make sure the right

content was distributed to the right customers. However, AOL let

marketing decide which customers get what content.

Plan for and create short

term wins

No milestones were created to suggest they were on track to

making the merger a success. Smaller instances like getting their

IT systems synced together would have been a milestone,

marketing the new content to specific customers would have

been another milestone to make sure they were on the right track

Consolidate Improvements

and produce more change

They did not have any plan of looking at early successes and

using them to build sustainable success in the future

Institutionalize new

approaches

There was a big divide between people who provided the content

and those who served the content. Leadership should have gotten

rid of people who did not share this joint vision of the merger.

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Exhibit 4

Environmental Impact

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REFERENCE MATERIAL

Adams, Marc. “Making a merger work: AOL Time Warner” http://findarticles.com.

March, 2002.

Bronson, Marena. “AOL Time Warner Paper” , www3.villanova.edu, date unknown.

Dignan, Larry. “AOL Time Warner unveils massive org chart”, http://news.cnet.com,

May 4, 2000.

Knowledge at Wharton. “The Mega-media Business Model: Doomed to Fail, or Just

Ahead of its Time?”, July 31, 2002.

Knowledge at Wharton, “So Far, the AOL Time Warner Merger Gets Mixed Reviews”,

January 30, 2002.

Knowledge at Wharton, “Is it time to give up on AOL Time Warner”, February 26, 2003.

Knowledge at Wharton, “AOL: In Search of a New Strategy”, November 2, 2005.

Knowledge at Wharton, “If he Ruled the World: Carl Icahn‟s Take on Time Warner and

Corporate America, February 22, 2006.

Kramer, Larry. “Why the AOL-Time Warner Merger Was a Good Idea”,

http://thedailybeast.com, May 18, 2009.

Munk, Nina. “Fools Rush In: Steve Case, Jerry Levin, and the Unmaking of AOL Time

Warner”, Harpar Collins Publishers, Inc., 2004.