Exhibit 99.5
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with Amendment No. 3 on Form 10-Q/A to the Annual Report on Form 10-K of AOL Time Warner Inc., a Delaware corporation (the “Company”), for the year ended December 31, 2001, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his respective knowledge:
1. the Report, as amended, fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report, as amended, fairly presents, in all material respects, the financial condition and results of operations of the Company.
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| Date: January 28, 2003 | | | | /S/ RICHARD D. PARSONS
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| | | | | | | | | Richard D. Parsons Chief Executive Officer |
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| Date: January 28, 2003 | | | | /s/ WAYNE H. PACE
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| | | | | | | | | Wayne H. Pace Chief Financial Officer |
