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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 12
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes 12 No 32
At June 30, 2003, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the last reported sales price
of the registrant's common stock on such date reported by the Nasdaq National Market, was approximately $1,038,546,153 (calculated by
excluding shares beneficially owned by directors and officers). At January 31, 2004, there were a total of 63,971,175 shares of the registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this transition report, to the extent not set forth herein, is incorporated herein by reference to the
registrant's definitive proxy statement relating to the 2004 annual meeting of stockholders to be filed with the Securities and Exchange
Commission not later than 120 days after the end of the registrant's fiscal year.
UNITED ONLINE, INC.
INDEX TO FORM 10-K
For the Transition Period from July 1, 2003 to December 31, 2003
In this document, "United Online," the "Company," "we," "us" and "our" collectively refer to United Online, Inc. and its wholly-owned
subsidiaries.
This Transition Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on
our current expectations, estimates and projections about our operations, industry, financial condition and liquidity. Statements containing
words such as "anticipate," "expect," "intend," "plan," "believe," "may," "will" or similar expressions constitute forward-looking statements.
These forward looking statements include, but are not limited to, statements about the Internet access market, our user base, the advertising
market, operating expenses, operating efficiencies, revenues, capital requirements and our cash position. In addition, any statements that refer
Page
PART I.
Item 1.
Business
2
Item 2.
Properties
10
Item 3.
Legal Proceedings
10
Item 4.
Submission of Matters to a Vote of Security Holders
12
PART II.
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters
13
Item 6.
Selected Financial Data
13
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
50
Item 8.
Financial Statements and Supplementary Data
50
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
50
Item 9A.
Controls and Procedures
50
PART III.
Item 10.
Directors and Executive Officers of the Registrant
50
Item 11.
Executive Compensation
50
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
50
Item 13.
Certain Relationships and Related Party Transactions
50
Item 14.
Principal Accounting Fees and Services
50
PART IV.
Item 15.
Exhibits, Financial Statement Schedules and Current Reports on Form 8
-
K
51
Signatures
53