Kara began Monday with some of the hard facts from the pending AOL-TimeWarner (TWX) split. Stock issued for the post-spinoff AOL places the company’s total implied value at around $3 billion. Also on the list of stuff from 1994 being jettisoned from tech companies is the original instant messenger, ICQ. Kara reported that AOL seeks to shed the brand in an effort to keep the larger ship afloat. Over at Yahoo (YHOO), Kara opened the lid on CEO Carol Bartz’s shifting of top execs. In Silicon Valley’s house of cards, everyone watches out for a shuffle.

Over at Digital Daily, John brought some hard numbers to the stresses being felt by AT&T’s (T) 3G network thanks to a certain fruit-flavored smartphone. It seems that the iPhone is largely responsible for the 2,000 percent increase in data traffic in the San Francisco Bay Area compared with a year ago. (Weekend Update doesn’t claim sole responsibility.) Keeping up with layoff news these days is almost a full-time job. It’s a good thing Paczkowski is on the case. This week, Sony-Ericsson let roughly 2,000 employees go. The firm plans to shutter whole offices in both the United States and abroad. John finished strong with a whole slew of posts about the forthcoming Google (GOOG) Chrome OS, which was released in a developer’s beta this week. Next year, the good kids may be getting their stockings filled with Chrome rather than Apples.

You can never tell what MediaMemo will have up its sleeve in a given week, and this one was no exception. Peter came in early with reports that Wired magazine is another publication betting on a certain tablet. Wired may pave the way for other Condé Nast publication e-editions. From the department of “Hey, it looks like it worked for them,” a couple of music giants will release a Hulu-like service for music videos. No word yet on whether the Internet killed the video star. Peter closed it out this week with the fizzle that will be Oprah’s broadcast career. The talk-show-host-turned-deity will end her broadcast career in 2011, but may not be sorely missed by CBS, according to MediaMemo. Everyone is pretty torn up about Gail leaving though.

Personal Technology went a little off the reservation this week and covered an intriguing specialty gadget with a very specific target audience. The reading aid for the visually impaired is unusual for many reasons, not the least of which is that its branded Intel (INTC) both on the inside and outside. The reader uses a downward-facing camera to read text and translate it directly to speech. Walt was pleased with the device on the whole, though he encountered some bugs and a somewhat steep learning curve that may be a function of the novel nature of the product. Over at Mossberg’s Mailbox, the lead question this week was about data loss. Once the geek shudders stopped, Walt let the reader know that there are many alternatives to Apple’s (AAPL) Time Capsule drives, and the integrated Time Machine option is one useful alternative. At Mossberg Solution, Katie won a fight with a Pixi and brought us the blow-by-blow account. The cheap-and-cheerful version of the Palm (PALM) Pre features a stripped-down price. That savings came at too high a performance cost, said Katie. She praised Palms webOS, but came down on the side of spending a little more to get the Pre.

Stay tuned and check back often. Weekend Update will be back next week as long as we can make it out for the Black Friday sales with all our fingers and toes.

AOL will officially be spun off from Time Warner on Dec. 9, with trading to begin the next day.

Shareholders of record at 5 pm ET on Nov. 27 will get one share of AOL for every 11 shares of Time Warner (TWX) on the day of the long-expected spinoff of the Internet service.

At Time Warner’s current market cap of $38 billion, that gives AOL an implied value of $3.2 billion–a fraction of Google’s (GOOG) $20 billion valuation of the portal in 2005, when it invested $1 billion in the property. And it’s even lower than the $5.5 billion valuation Google gave the company last January, when it wrote down its investment.

AOL will trade on the New York Stock Exchange as “AOL.”

Ironically, before it merged with Time Warner at the dawn of the new century, AOL previously traded on the NYSE.

AOL went public on Nasdaq on March 19, 1992, under the ticker “AMER,” and moved to the NYSE on Sept. 16, 1996 trading as “AOL.”

(Fun fact: BoomTown actually attended both the fancy dinner the night before AOL moved to the NYSE from Nasdaq and the AOL party on Wall Street the next day.)

If you want to get really technical, AOL common stock will begin trading on a “when-issued” basis–you really don’t want to know the confusing regulatory details of why–on the NYSE under the symbol “AOL WI” beginning on Nov. 24, 2009.

On Dec. 10, when-issued trading of AOL common stock will end and “regular-way” trading under the symbol “AOL” will begin.

After that, it will be up to CEO Tim Armstrong to make the long-suffering AOL into the little Internet company that could.

The separation of AOL and Time Warner is also symbolic, dismantling the most potent symbol of Web 1.0, when AOL essentially got control of the media giant, only to see the merger crash in disaster.

If at first you don’t succeed…

Here’s the full Time Warner press release on the transaction:

Time Warner Declares Spin-off Dividend of AOL Shares

Record and Distribution Dates and Final Distribution Ratio Announced

NEW YORK–(BUSINESS WIRE)–Nov. 16, 2009–Time Warner Inc. (NYSE:TWX) and AOL Inc. today announced the timing and details regarding the spin-off of AOL from Time Warner.

The Time Warner board of directors has approved the final distribution ratio and declared a pro rata dividend of the shares of AOL common stock owned by Time Warner that will result in the complete legal and structural separation of the two companies.

On the distribution date of December 9, 2009, Time Warner stockholders of record as of 5 p.m. on November 27, 2009, the record date for the distribution, will receive one share of AOL common stock for every eleven shares of Time Warner common stock they hold.

Fractional shares of AOL common stock will not be distributed to Time Warner stockholders. Instead, the fractional shares of AOL common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to Time Warner stockholders who would otherwise be entitled to receive a fractional share of AOL common stock.

No action or payment is required by Time Warner stockholders to receive the shares of AOL common stock. Stockholders who hold Time Warner common stock on the record date will receive a book-entry account statement reflecting their ownership of AOL common stock or their brokerage account will be credited with the AOL shares. An Information Statement containing details regarding the distribution of the AOL common stock and AOL’s business and management following the AOL spin-off will be mailed to Time Warner stockholders prior to the distribution date.

The AOL spin-off has been structured to qualify as a tax-free dividend to Time Warner stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares, however, will be taxable. Time Warner stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state, local and foreign tax consequences of the AOL spin-off.

Shares of Time Warner common stock will continue to trade “regular way” on the New York Stock Exchange (“NYSE”) under the symbol “TWX” through the distribution date of December 9, 2009, and thereafter. Any holders of shares of Time Warner common stock who sell Time Warner shares regular way on or before December 9, 2009, will also be selling their right to receive shares of AOL common stock. Investors are encouraged to consult with their financial advisers regarding the specific implications of buying or selling Time Warner common stock on or before the distribution date.

AOL common stock will begin trading on a “when-issued” basis on the NYSE under the symbol “AOL WI” beginning on November 24, 2009. On December 10, 2009, when-issued trading of AOL common stock will end and “regular-way” trading under the symbol “AOL” will begin. The CUSIP number for the AOL common stock will be 00184X 105 when regular-way trading begins.

Time Warner and AOL have entered into a Separation and Distribution Agreement and several other agreements related to the AOL spin-off. The completion of the AOL spin-off is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the AOL common stock being declared effective by the Securities and Exchange Commission (“SEC”), the AOL common stock being authorized for listing on the NYSE and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form 10. The condition relating to the authorization of the AOL common stock for listing on the NYSE has been satisfied, and today AOL sent a letter to the SEC requesting that the Form 10 be declared effective. Time Warner and AOL expect all other conditions to the AOL spin-off to be satisfied on or before the distribution date.

Little by little, AOL is offering investors more and more details about what the company will look like after it spins off from Time Warner (TWX).

The problem: The more AOL discloses, the less attractive the company looks.

The most recent nuggets come from a preliminary prospectus Time Warner filed with the Securities and Exchange Commission yesterday. Some, but not all, of this has broken out in previous filings or earnings announcements. In any case, it helps to see it all in one place.

The big picture: AOL’s subscription service, which accounts for the “vast majority” of the company’s operating income, is withering away. But advertising revenue, which was supposed to replace that money, has been declining for nearly two years (see tables below; click to enlarge):

And here’s a closer look at the ad business and its recent performance:

The good news for AOL is that some of this is the result of self-inflicted wounds, and it’s possible to heal some of them. The company’s previous regime seemed to go out of its way to mismanage and dismantle the sales force, for example, and if new CEO Tim Armstrong can rebuild that team, he can make a bit of headway.

The flip side is that some of AOL’s woes may be well beyond Armstrong’s control. Money from a Google (GOOG) search deal, which provided a third of AOL’s $2.1 billion in ad revenue last year–and had been increasing up until this year–is now dropping off, too.

Google dollars fell by $42 million in the most recent quarter, representing more than half the $75 million drop in ad dollars from its AOL Media unit. And Google income fell by $90 million in the last nine months, representing about 40 percent of $197 million decline in that period.

AOL says some of the Google decline stems from its declining subscriber base, which brought down search query volume. The rest is due to lower revenue per search query–that is, Google has changed its algorithm in way that ends up punishing AOL. But Armstrong can’t do a whole lot about either of these variables.

He can try extracting more money from Google, whose search deal expires at the end of next year, or from Microsoft (MSFT), which is trying to gain share any way it can.

Earlier this year, Armstrong turned down a new deal from Google and now says he’ll deal with search after he gets other things in place. But the longer he waits, the less leverage he may have.

AOL shareholders will be paying Armstrong well to figure this out, though. His three-year deal pays him a base of $1 million a year, plus annual cash bonuses of up to $4 million. In addition, he’s getting $20 million worth of stock grants to make up for Google shares he left on the table when he resigned from his old employer. And he’ll get stock options worth as much as 1.5 percent of the company once the spinoff is complete.

That said, AOL will also be paying former AOL CEO Randy Falco, who got tossed out in March. Falco will continue to pull down a $1 million salary through 2010–and he’ll get $7.5 million in bonuses through then as well. Former AOL COO Ron Grant, meanwhile, will earn $750,000 a year, plus another $3.3 million in bonuses.

Some perspective: As I noted last week, AOL has already spent $83 million on separate restructuring efforts through the first nine months of this year. And parent company Time Warner has said it will spend $100 million on its restructuring/mass layoffs at its Time Inc. publishing unit.

First impression: There is a lot of past tense in these bios. As in Richard Dalzell, who used to be chief information officer at Amazon (AMZN), and Fred Reynolds, who used to be chief financial officer at CBS (CBS). Etc.

My gut here is that Armstrong, or his employers at Time Warner (TWX), want to bump the age/gravitas quotient, since Armstrong and most of his lieutenants are whippersnappers under 40.

Here’s the abbreviated list of elder statesmen:

Richard Dalzell: Amazon exec from 1997-2007

Karen Dykstra: Partner at Plainfield Asset Management; former CFO of Automatic Data Processing

Bill Hambrecht:  Founder, Hambrecht & Quist; IPO’d Apple (AAPL), Amazon, Adobe (ADBE), etc.

Patricia Mitchell: CEO of Paley Center for Media; former CEO of Public Broadcasting Service

Michael Powell: Providence Equity adviser, former head of the FCC; also known to some as former Secretary of State Colin Powell’s son

Fred Reynolds: 15-year veteran of CBS; retired this year

Jim Stengel: 25-year veteran of Procter & Gamble (PG), retired 2008; now runs consulting company

Jim Wiatt: Ran William Morris agency until forced out this year; last seen chatting up Google CEO Eric Schmidt about working with YouTube

Here’s the press release. More in a bit:

AOL NAMES ITS BOARD OF DIRECTORS

New Board Establishes Strong Foundation in Leadership and Governance with Diverse Range of Talents from Internet, Media, Marketing, Entertainment and Finance

NEW YORK, NY – October 26, 2009 – AOL today named nine members to serve on its Board of Directors, drawing on leaders with expertise in Internet, Media, Entertainment and Marketing, as well as Finance. Among the directors named are: Richard Dalzell, Karen Dykstra, William Hambrecht, Patricia Mitchell, Michael Powell, Fredric Reynolds, James Stengel and Jim Wiatt. They will join the AOL Board when the separation from Time Warner is complete, with AOL CEO Tim Armstrong serving as Chairman of the Board.

“AOL is very fortunate to have an exceptional group of proven leaders to serve on our board of directors. AOL is on a mission to help create the future of media and content and the AOL Board will play a central part in helping us focus the strategy and also operate the company with the highest ethical standards,” said Armstrong. “These individuals bring independent judgment and a dedication to building shareholder value, and they will be a tremendous resource for our company, our employees, and our future.”

Board members named to date:

Richard L. Dalzell

Richard Dalzell was Senior Vice President and Chief Information Officer of Amazon.com, Inc., until 2007. Previously, Dalzell served in numerous other positions at Amazon, including Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer from 2001 to 2007, Senior Vice President and Chief Information Officer from 2000 to 2001 and Vice President and Chief Information Officer from 1997 to 2000. Prior to Amazon, Dalzell was Vice President of the Information Systems Division at Wal-Mart from 1994 to 1997. Dalzell holds a B.S. in engineering from the United States Military Academy, West Point.

Karen E. Dykstra

Karen Dykstra is a partner at Plainfield Asset Management LLC, and has been Chief Operating Officer and Chief Financial Officer of Plainfield Direct Inc. since 2006. Plainfield Asset Management LLC manages investment capital for institutions and high net worth individuals based in the United States and abroad. Plainfield Direct Inc. is a business development company managed by Plainfield Asset Management. Prior to joining Plainfield, Dykstra was the Chief Financial Officer of Automatic Data Processing, Inc., a provider of transaction processing and information-based business solutions, from 2003 to 2006. Dykstra serves on the boards of Plainfield Direct Inc., Gartner, Inc. and Crane Co. She received a B.S. in accounting from Rider University and a M.B.A. from Fairleigh Dickinson University.

William R. Hambrecht

Bill Hambrecht founded and has been Chairman and Chief Executive Officer of WR Hambrecht + Co since 1998. WR Hambrecht + Co is a financial services firm specializing in Internet and auction processes and providing underwriting and advisory services for technology and emerging-growth companies. Before that, Hambrecht co-founded Hambrecht & Quist. In 2007, Hambrecht co-founded the United Football League, which premiered in October 2009. Hambrecht has served as a director of numerous private and public companies and currently serves on the board of Motorola, Inc. He graduated from Princeton University.

Patricia E. Mitchell

Patricia Mitchell has served as President and Chief Executive Officer of The Paley Center for Media, a global non-profit cultural institution dedicated to the discussion of the cultural, creative and social significance of television, radio and emerging platforms, since 2006. The Center also convenes executives of global media companies on business issues and subjects of mutual interest, providing a neutral non-competitive forum. Before that, Mitchell was President and CEO of the Public Broadcasting Service from 2000 to 2006, where she oversaw the digital conversion of 359 public television stations and development of a system-wide digital content initiative. For more than two decades, she was an award-winning journalist and producer, serving as reporter, anchor, talk show host, producer and executive for three broadcast networks and several cable channels. She has served as President of Time Inc. Television and CNN Productions, and was a partner in an independent production company which focused on women’s programming. Mitchell serves on the board of Sun Microsystems, Inc. She holds a B.A. in English/drama and a M.A. in English literature from the University of Georgia.

Michael K. Powell

Michael Powell has served as a Senior Advisor to Providence Equity Partners, a private equity firm focused on media, entertainment, communications and information investments, since 2005. Powell is also Chairman of the MK Powell Group, which focuses on strategic advice in the areas of technology, media and communications. Previously, Powell served as Chairman of the Federal Communications Commission from 2001 to 2005. He also served as the Chief of Staff of the Department of Justice’s Antitrust Division and was an associate with the law firm of O’Melveny & Myers LLP. Powell serves on the boards of Cisco Systems, Inc. and Education Management Corporation. He was also named Chairman of NTT DoCoMo’s 5th U.S. Advisory Board. Powell has a B.A. in government from the College of William and Mary and a J.D. from the Georgetown University Law Center.

Fredric G. Reynolds

Fredric Reynolds was with CBS Corporation and its predecessor companies from 1994 until he retired in August 2009. Reynolds was Executive Vice President and Chief Financial Officer of CBS Corporation from 2005 to 2009. He also served as President and Chief Executive Officer of the Viacom Television Stations Group of Viacom, Inc., and President of the CBS Television Stations Division of CBS, Inc. Before that, he was Executive Vice President and Chief Financial Officer of Viacom, Inc., CBS Corporation and Westinghouse Electric Corporation. Reynolds joined Westinghouse from PepsiCo Inc. Reynolds serves on the board of Kraft Foods Inc. A certified public accountant, Reynolds holds a B.B.A. in finance from the University of Miami.

James R. Stengel

James Stengel has been President and Chief Executive Officer of The Jim Stengel Company, LLC, a think tank and consulting firm conducting proprietary research, generating thought leadership and applying a new framework to drive business growth, since 2008. Stengel is also currently an adjunct marketing professor at UCLA’s Anderson School of Management. Stengel worked at Procter & Gamble from 1983 to 2008, holding a variety of positions including Global Marketing Officer from 2001 to 2008. Stengel serves on the board of Motorola, Inc. He holds a B.A. from Franklin & Marshall College and a M.B.A. from Pennsylvania State University’s Smeal School of Business.

James A. Wiatt

Jim Wiatt has been an independent consultant since June 2009. Wiatt served as Chairman and Chief Executive Officer of the William Morris Agency from 1999 until 2009, overseeing all areas of the entertainment company, including motion picture, television, music, publishing, theater, digital, sports marketing, business development, investments and corporate consulting. Before joining WMA, Wiatt was Co-Chairman and Co-CEO of International Creative Management, a talent management company. A graduate of the University of Southern California, Wiatt is a member of the Board of Councilors of the USC School of Cinematic Arts, former Chairman and current member of the Board of the Los Angeles Police Foundation, and on the Board of Directors of the Music Center of Los Angeles.

On May 28, 2009, Time Warner Inc. announced that its Board of Directors had authorized management to proceed with plans for the complete legal and structural separation of AOL from Time Warner. Following the proposed transaction, AOL would be an independent, publicly traded company. Time Warner has indicated that it aims to complete the proposed transaction around the end of this year.