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Table of Contents
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(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive
office)
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(Zip Code)

(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $0.0001 per
share The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights (Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: 

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o 
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Table of contents

  • Page 1
    ... Hills, California (Address of principal executive office) 77-0575839 (I.R.S. Employer Identification No.) 91367 (Zip Code) (818) 287-3000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Exchange on...

  • Page 2
    ... o Smaller reporting company o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2) of the Act. Yes o No  At June 30, 2012, the aggregate market value of voting stock held by non-affiliates of the Registrant, based on the last reported sales price of the...

  • Page 3
    ... Item 14. Principal Accounting Fees and Services PTRT IV. Item 15. Exhibits, Financial Statement Schedules Signatures 96 96 96 96 96 97 98 In this document, "United Online," "UOL," the "Company," "we," "us" and "our" refer to United Online, Inc. and its subsidiaries. This Annual Report...

  • Page 4
    ... of cash; dividends; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness, pay dividends and invest in initiatives; our products and services; pricing; marketing plans; competition; settlement of...

  • Page 5
    ... FTD Floral, gift and related products and services for consumers, retail florists and other retail locations Content & Media Communications Online nostalgia products and services and an online loyalty marketing service Internet access services and devices, including dial-up, NetZero 4G mobile...

  • Page 6
    ..."). The FTD Spin-Off Transaction is expected to take the form of a tax-free pro rata distribution to stockholders of United Online, Inc. and is subject to a number of conditions, including, without limitation, final approval of transaction specifics by the Board of Directors of United Online Inc...

  • Page 7
    ... offered by providers of floral network services include point-of-sale and related technology systems and services, credit card processing services, e-commerce website services, online advertising tools, clearinghouse services, order transmission, and after-hours telephone answering and order taking...

  • Page 8
    ... profiles, which provide useful information that helps advertisers target consumers interested in purchasing the advertisers' products and services. While these programs have long been popular with airlines, credit card vendors, hotels, and retailers, in recent years, online loyalty marketing...

  • Page 9
    ... retain members who are leaving our dial-up Internet access services. Since we have conducted very limited marketing of our DSL service to the general public, we have experienced limited adoption of our DSL service. Segment Services FTD FTD is a leading provider of floral, gift and related products...

  • Page 10
    .... FTD products and services available to floral network members include access to the FTD and Interflora brands and the Mercury Man logo, supported by various marketing campaigns; access to the floral networks; credit card processing services; e-commerce website services; online advertising tools...

  • Page 11
    ... Information" of the Notes to the Consolidated Financial Statements, which appears in Part II, Item 8 of this Annual Report on Form 10-K. Online Nostalgia Services We operate our nostalgia services as a platform to enable users to locate and interact with acquaintances from their past, with high...

  • Page 12
    ... a free service for consumers who register and provide certain identifying information to receive direct email marketing and other online loyalty promotions. The MyPoints website (www.mypoints.com) serves as a shopping portal for our advertising clients and direct sales partners. Members earn points...

  • Page 13
    ... online transactions. Advertising and other revenues also includes revenues generated from the sale of gift cards. Communications Our principal Communications pay service is dial-up Internet access, offered under the NetZero and Juno brands. We also offer 4G mobile broadband, DSL, email, Internet...

  • Page 14
    ... membership fees, order-related fees and services, and subscription and other fees generated from independent members of the FTD and Interflora floral networks, as well as credit card processing services, e-commerce website services, online advertising tools, and system support services. Content...

  • Page 15
    ... loyalty marketing service revenues also include revenues generated from the sale of gift cards. Communications Our Communications services generate advertising revenues from search placements, display advertisements and online market research associated with our Internet access and email services...

  • Page 16
    ... industries in which we offer products and services are highly competitive. A summary of competitive factors is set forth below and in "Risk Factors," which appears in Item 1A of this Annual Report on Form 10-K. Floral, Gift and Related Products and Services We compete in the market for flowers and...

  • Page 17
    ... by credit card, airline and hotel companies. In addition, we also face competition for members from online providers of discounted offerings and coupons, such as Groupon and LivingSocial. We believe the primary competitive factors in the online loyalty marketing industry are the number, type and...

  • Page 18
    ... pay us in advance with a credit card. Other payment options for some of our pay services include automated clearinghouse ("ACH"), personal check, money order, PayPal, or via a customer's local telephone bill. Internet access pay accounts that elect to pay with a personal check or money order...

  • Page 19
    ... provide communication to our floral network members and third-party suppliers. We also have developed software to enhance the functionality of certain components of our services, including connectivity, web services, billing, email, customer support, logistics and fulfillment for floral products...

  • Page 20
    ..., gift and related products and services to consumers and floral network members in the U.K. and the Republic of Ireland. Our operations in India primarily handle email customer support, product development, technology development, and quality assurance. Our operations in Germany provide online...

  • Page 21
    ... incorporate these websites or their contents into this Annual Report on Form 10-K. ITEM 1T. RISK FTCTORS RISKS RELTTING TO THE FTD SPIN-OFF TRTNSTCTION TND OTHER STRTTEGIC TRTNSTCTIONS The Company may be unable to complete the planned FTD Spin-Off Transaction. On August 1, 2012, United Online, Inc...

  • Page 22
    ...our business, financial condition, results of operations, and cash flows. There are a number of risks associated with the FTD Spin-Off Transaction and the Company's exploration of other Strategic Transactions, including, without limitation, the following: • Management estimates that the costs to...

  • Page 23
    ... of our businesses in a number of ways, including reduced demand, more aggressive pricing for similar products and services by our competitors, decreased spending by advertisers, increased credit risks, increased credit card failures, a loss of customers, and increased use of discounted pricing for...

  • Page 24
    ..., including Internet search providers such as Google, Internet advertising networks, co-registration partners, retailers, distributors, and direct marketers, to source new customers and to promote or distribute our products and services. In addition, in connection with the launch of new products or...

  • Page 25
    ... credit card processors. Key systems include, without limitation, order transmission, fulfillment and processing, including the system for transmitting orders through the floral network; billing; website and database management; customer support; telecommunications network management; advertisement...

  • Page 26
    ... obligations relating to our business practices, such as our marketing, billing, customer retention, renewal, cancelation, refund, or disclosure practices. The Federal Trade Commission ("FTC") and certain state agencies have investigated Internet companies, including us, in connection with consumer...

  • Page 27
    ... of our members or customers. A significant number of our members and customers authorize us to bill their payment card accounts (credit or debit) directly for all amounts charged by us. These members and customers provide payment card information and other personally identifiable information which...

  • Page 28
    ... affect our business, financial condition, results of operations, and cash flows. Our emails have historically generated the majority of the traffic on our online nostalgia websites and are the most important driver of member activity for our online loyalty marketing service. A significant number...

  • Page 29
    .... Our FTD segment generates a significant portion of its consumer orders from the emails we send to customers who have previously ordered products from us. We also engage in a number of third-party email marketing campaigns in which such third parties include our marketing offers in the emails they...

  • Page 30
    ... to risks specific to the acquired business, service or technology to which we are not currently exposed; risks of entering markets in which we have little or no direct prior experience; unforeseen obligations or liabilities; difficulty assimilating the acquired customer bases, technologies and...

  • Page 31
    ...• Our ability to apply excess FTD cash flow or proceeds from certain types of securities offerings, asset sales and other transactions to purposes other than the repayment of debt, as well as servicing of the debt, could be limited. The interest rates under the Credit Agreement will fluctuate and...

  • Page 32
    ...of the FTD Spin-Off Transaction, any other Strategic Transactions or other transactions on our businesses, changes in our business needs, including working capital and funding for business initiatives or acquisitions, changes in tax laws relating to dividends, or changes in corporate strategy, among...

  • Page 33
    ... on the repatriation of earnings; increased financial accounting, tax and reporting burdens and complexities; disruption of our ongoing business and significant diversion of management attention from day-to-day responsibilities; localization of our services, including translation into foreign...

  • Page 34
    ... is subject to a number of factors and risks, and the market price of our common stock may decrease if the completion of the FTD Spin-Off Transaction is delayed or does not occur. Further, if we complete the FTD Spin-Off Transaction, we will be a substantially smaller company than we were prior...

  • Page 35
    ... floral and gift mass marketers. The floral network services market is highly competitive as well, and retail florists and supermarkets may choose from a variety of providers that offer similar products and services. In the U.S., our key competitors in the consumer market include online, catalog and...

  • Page 36
    ... to provide our customers high-quality products within the required timeframe and a high level of customer service. Our business depends, in part, on the ability of our independent floral network members and third-party suppliers who fulfill our orders to do so at high-quality levels. We work with...

  • Page 37
    ... costs. We also offer discounts on our floral network service fees from time to time on a promotional basis. Shifts in the mix of products and services sold that have resulted in increases in the proportion of products and services sold at a discount, and at times at greater discounts, including...

  • Page 38
    ... domestic floral and gift order gatherers and our interpretation of applicable law, our FTD consumer business collects and remits sales and use taxes on orders that are delivered in states where it has a physical presence or other form of jurisdictional nexus, which is a limited number of states. If...

  • Page 39

  • Page 40
    ... services compete with major social networking websites such as Facebook and Google+, as well as Internet search engines such as Google. Many of our competitors offer their content and services free of charge. The market for online loyalty marketing services is highly competitive, and we expect...

  • Page 41
    ...suffer. Pay accounts are critical to our business model. Only a small percentage of users visiting our websites or initially registering for our online nostalgia services sign up for a paid subscription at the time of registration. As a result, our ability to generate subscription revenues is highly...

  • Page 42
    ...Many broadband providers, including cable companies and local exchange carriers, bundle their offerings with telephone, entertainment or other services, which may result in lower prices than standalone services. Certain portions of the U.S., primarily rural areas, currently have limited or no access...

  • Page 43
    ... to our pricing and marketing strategies. For example, we may have to lower our introductory rates, offer additional free periods of service, or reduce the standard pricing of our services. Measures such as these would decrease our average revenue per dial-up Internet access pay account and may...

  • Page 44
    ... systems and products. Our Internet access business substantially depends on the availability, capacity, affordability, reliability, and security of our telecommunications networks. Only a limited number of telecommunications providers offer the network and data services we currently require, and...

  • Page 45
    ... USA, N.A., Bank of America, N.A., Capital One Financial Corporation, Citigroup, Inc., and Citibank, N.A. (collectively, the "Credit Card Company Defendants"); (ii) 1-800-Flowers.com, Inc., United Online, Inc., Memory Lane, Inc., Classmates International, Inc., FTD Group, Inc., Days Inns Worldwide...

  • Page 46
    ...., Shoebuy.com, Inc., United Online, Inc., Wells Fargo & Company, and Wyndham Worldwide Corporation (collectively, the "Marketing Companies"); and (iii) Bank of America, N.A., Capital One Financial Corporation, Chase Bank USA, N.A., and Citibank, N.A. (collectively, the "Credit Card Companies"). The...

  • Page 47
    ... of such act by the Frank Credit Card Companies; (6) violation of California Business and Professions Code section 17602 by the Frank Membership Companies and the Frank Marketing Companies; and (7) unjust enrichment by all defendants. On January 23, 2012, the plaintiff moved to consolidate the...

  • Page 48
    ... to cooperate with the Attorney General and is providing requested information. In 2011, Classmates Online, Inc. received a civil investigative demand from the Attorney General for the State of Washington regarding its marketing, refund, cancelation, and renewal practices. Prior to that, in 2009...

  • Page 49
    ... under the symbol "NZRO" since September 23, 1999. The following table sets forth, for the quarters indicated, the high and low sales prices per share of our common stock as reported on the NASDAQ. 2011 High Low High 2012 Low First Quarter Second Quarter Third Quarter Fourth Quarter $ $ $ $ 7.50...

  • Page 50
    ... year ended December 31, 2012 and, at December 31, 2012, the authorization remaining under the Program was $80.0 million. Shares withheld upon the vesting of restricted stock units and restricted stock awards and upon the issuance of stock awards to pay applicable required employee withholding taxes...

  • Page 51
    ...of the Company's fiscal years ended December 31, 2007, 2008, 2009, 2010, 2011, and 2012. The graph assumes that $100 was invested on December 31, 2007 in the common stock of United Online, Inc., the Nasdaq Composite and the MS Internet Index and assumes reinvestment of any dividends. The stock price...

  • Page 52
    ...are not included in this Annual Report on Form 10-K. The following amounts are in thousands, except per share data: Year Ended December 31, 2012(2) 2011 2010 2009 2008(1) Consolidated Statements of Operations Data: Revenues Cost of revenues Operating income (loss) Net income (loss) Net income (loss...

  • Page 53
    ... provides online nostalgia products and services and an online loyalty marketing service. Our primary Communications segment service is Internet access. On a combined basis, our web properties attract a significant number of Internet users, and we offer a broad range of Internet marketing services...

  • Page 54
    ... including dial-up, NetZero 4G mobile broadband, and DSL, and email, Internet security and web hosting services Planned Spin-Off On August 1, 2012, United Online, Inc. announced that its Board of Directors had approved a preliminary plan to separate the Company into two independent, publicly-traded...

  • Page 55
    ...but not limited to, the extent to which promotional, discounted or retention pricing is used to attract new, or retain existing, paying subscribers; changes in the mix of pay services and the related pricing plans; increases or decreases in the price of our services; the timing of pay accounts being...

  • Page 56
    ...of all online loyalty marketing members who have earned or redeemed points during such period. Communications segment active accounts include all Communications segment pay accounts as of the date presented combined with the number of free dial-up Internet access and email accounts that logged on to...

  • Page 57
    ... pay accounts which, on average, have lower-priced subscription plans compared to U.S. pay accounts, and the churn rate. Quarter Ended December 31, September 30, 2012 2012 Consolidated: Revenues (in thousands) June 30, 2012 March 31, December 31, 2011 2012 Year Ended December 31, 2012 2011...

  • Page 58

  • Page 59
    ... (iv) taking the risk of loss for collection, delivery and returns; and (v) marketing the products and services. FTD also sells point-of-sale systems and related technology services to its floral network members and recognizes revenue in accordance with ASC 605 and ASC 985, Software. FTD recognizes...

  • Page 60
    ... customer. As the earning activities take place, activity measurement data (examples include the number of emails delivered and the number of responses received) is accumulated and the related revenues are recorded. Our online loyalty marketing service also generates revenues from the sale of gift...

  • Page 61
    ... financial information is available and is regularly reviewed by segment management. The goodwill related to our acquired businesses is specific to each reporting unit and the goodwill amounts are assigned as such. Testing goodwill for impairment involves a two-step quantitative process. However...

  • Page 62
    ... affecting demand, including macroeconomic factors, competitive dynamics and changes in consumer preferences; (ii) marketing costs to generate orders; (iii) product costs; and (iv) equity valuations of peer companies. An increase of 100 basis points in the discount rate for the FTD reporting unit...

  • Page 63
    ...in the year ended December 31, 2012. uinite-Lived Intangible Assets and Other Long-Lived Assets We account for identifiable intangible assets and other long-lived assets in accordance with ASC 360, Property, Plant and Equipment , which addresses financial accounting and reporting for the impairment...

  • Page 64
    ... may redeem points for third-party gift cards and other rewards. Members earn points when they respond to direct marketing offers delivered by MyPoints, purchase goods or services from advertisers, engage in certain promotional campaigns of advertisers, or engage in other specified activities. The...

  • Page 65
    ... service fees, less discounts and refunds. Products revenues also include revenues generated from sales of branded and nonbranded hard goods, software and hardware systems, cut flowers, packaging and promotional products, and a wide variety of other floral-related supplies to floral network members...

  • Page 66
    ... loyalty marketing service revenues also include revenues generated from the sale of gift cards. Communications Our Communications services generate advertising revenues from search placements, display advertisements and online market research associated with our Internet access and email services...

  • Page 67
    ...to customer billing and billing support for our pay accounts; fees associated with the storage and processing of customer credit cards and associated bank fees; domain name registration fees, and the costs associated with the sale of NetZero 4G mobile broadband service devices, including the related...

  • Page 68
    ... of intangible assets includes amortization of acquired pay accounts and free accounts; certain acquired trademarks and trade names; acquired software and technology; acquired customer and advertising contracts and related relationships; acquired rights, content and intellectual property; and other...

  • Page 69
    ... financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. Consolidated information was as follows (in thousands): Year Ended December 31, 2012 2011 2010 Revenues Operating expenses: Cost of revenues Sales and marketing Technology and development General and...

  • Page 70
    ... Information for our three reportable segments, which excludes depreciation and amortization of intangible assets, was as follows (in thousands): FTD Year Ended December 31, Content & Media Year Ended December 31, Communications Year Ended December 31, 2012 2011 2010 2012 2011 2010 2012 2011...

  • Page 71
    Communications 7.5% 67 7.7%

  • Page 72
    ... in sales and marketing expenses associated with our FTD segment, partially offset by a $9.2 million decrease in sales and marketing expenses associated with our Content & Media segment and a $0.4 million decrease in depreciation expense. Technology and Development Year Ended December 31, 2012 2011...

  • Page 73
    ...lesser extent, contract termination costs and facility closure costs. Impairment of Goodwill, Intangible Tssets and Long-Lived Tssets Year Ended December 31, 2012 2011 $ Change % (in thousands, except percentages) Impairment of goodwill, intangible assets and long-lived assets $ 26,910 $ - $ 26...

  • Page 74
    ... Effective income tax rate $ 7,818 $ 23,676 38.4% 31.4% The increase in the effective income tax rate was primarily due to greater tax benefits related to the release of reserves for uncertain tax positions recorded in the year ended December 31, 2011, compared to the year ended December 31, 2012...

  • Page 75
    ... to consumer orders generated by the Gifts Division of Flying Brands Limited, which have lower average order values than FTD's other consumer businesses. FTD Cost of Revenues Year Ended December 31, 2012 2011 Change $ % (in thousands, except percentages) FTD cost of revenues FTD cost of revenues...

  • Page 76
    ... due to a $0.9 million increase in legal costs and transaction-related costs of $0.5 million in connection with the acquisition of the Gifts Division of Flying Brands Limited. FTD Restructuring and Other Exit Costs Year Ended December 31, 2012 2011 $ Change % (in thousands, except percentages...

  • Page 77
    ... points earned by members of our online loyalty marketing service, a $1.4 million decrease in credit cardrelated fees due to a decrease in pay accounts and a $0.6 million decrease in personnel- and overhead-related costs. Content & Media Sales and Marketing Year Ended December 31, 2012 2011 Change...

  • Page 78
    ... (9)% The decrease in Content & Media technology and development expenses was the result of a decrease in personnel- and overhead-related costs as a result of reduced headcount in 2012. Content & Media General and Tdministrative Year Ended December 31, 2012 2011 Change $ % (in thousands, except...

  • Page 79
    ... products revenues related to the sale of NetZero 4G mobile broadband service devices. We anticipate that Communications pay accounts and revenues will continue to decline year over year, at least in the near term. Communications Cost of Revenues Year Ended December 31, 2012 2011 Change...

  • Page 80
    ...-related costs. We anticipate that Communications sales and marketing costs will decrease in 2013 as compared to 2012 primarily due to a decline in advertising costs for the NetZero 4G mobile broadband service. Communications Technology and Development Year Ended December 31, 2012 2011 Change...

  • Page 81
    ... and other exit costs for the year ended December 31, 2011 were primarily related to employee termination costs associated with a reduction in headcount and, to a lesser extent, contract termination and facility exit costs. Unallocated Corporate Expenses Year Ended December 31, 2012 2011 Change...

  • Page 82
    ... offset by a $3.7 million increase in sales and marketing expenses associated with our FTD segment. Technology and Development Year Ended December 31, 2011 2010 Change $ % (in thousands, except percentages) Technology and development Technology and development expenses as a percentage of total...

  • Page 83
    ...The decrease in consolidated amortization of intangible assets was primarily due to certain customer contracts and relationships related to FTD and MyPoints becoming fully amortized. Restructuring and Other Exit Costs Year Ended December 31, 2011 2010 $ Change % (in thousands, except percentages...

  • Page 84
    ... as an increase in realized and unrealized gains related to forward foreign currency exchange contracts. Provision for Income Taxes Year Ended December 31, 2011 2010 (in thousands, except percentages) Provision for income taxes Effective income tax rate $ 23,676 $ 36,228 31.4% 40.3% The decrease...

  • Page 85
    ... exchange rates of $3.9 million, FTD cost of revenues increased by $19.4 million, or 6%, compared to the prior-year period primarily due to higher consumer orders. Cost of revenues as a percentage of revenues was negatively impacted by higher discounts, as discussed above, increased shipping costs...

  • Page 86
    ...574 $ (698) (44)% FTD restructuring and other exit costs for the year ended December 31, 2011 totaled $0.9 million and were associated with reductions in headcount. Restructuring and other exit costs for the year ended December 31, 2010 totaled $1.6 million and primarily related to the closure of...

  • Page 87
    ... in advertising and other revenues generated by our online loyalty marketing service due to a number of factors, including the loss of a major customer. These decreases were partially offset by $1.2 million in products revenues generated in the year ended December 31, 2011. Content & Media Cost of...

  • Page 88
    ... of dial-up Internet access pay accounts for the year ended December 31, 2011, compared to the year ended December 31, 2010, as well as a 4% decrease in ARPU. The decrease in ARPU is attributable to a higher percentage of pay accounts on lower-priced or discounted subscription plans or services. The...

  • Page 89
    ..., customer support and billing-related costs due to the decrease in the number of dial-up Internet access accounts, a $1.0 million decrease in costs associated with our DSL services and a $1.6 million decrease in costs associated with our email, Internet security and web hosting services...

  • Page 90
    ... costs recorded during the year ended December 31, 2011 primarily related to the departure of United Online's former chief financial officer. Liquidity and Capital Resources In connection with the FTD acquisition in August 2008, United Online, Inc. entered into a $60 million senior secured credit...

  • Page 91
    ...for the year ended December 31, 2012, compared to the year ended December 31, 2011. Net cash provided by operating activities is driven by our net income adjusted for non-cash items and changes in working capital, including, but not limited to, depreciation and amortization, stock-based compensation...

  • Page 92
    ... on an annual basis shortly after the closing of each annual earnout period. Capital expenditures for the year ended December 31, 2012 totaled $17.8 million. At December 31, 2012, we had $3.0 million of property and equipment that was not yet paid for and was included in accounts payable and other...

  • Page 93
    ... on our stock price and the number of applicable restricted stock units vesting and stock awards being issued during the period. Based on our current projections, we expect to continue to generate positive cash flows from operations, at least for the next twelve months. If we complete the FTD Spin...

  • Page 94
    ... by our net income adjusted for non-cash items and changes in working capital including, but not limited to, depreciation and amortization, stock-based compensation, loss on extinguishment of debt, deferred taxes, and tax benefits (shortfalls) from equity awards. The decrease in net cash provided by...

  • Page 95
    ...to secure credit card processing activity and additional letters of credit are maintained related to inventory purchases. Other Commitments In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, sureties and insurance companies...

  • Page 96
    ... update are effective for annual and interim impairment tests of indefinite-lived intangible assets performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public...

  • Page 97
    ... do not currently maintain any short-term investments, we still maintain deposits, which are classified as cash equivalents. Therefore, our interest income is sensitive to changes in the general level of U.S. and certain foreign interest rates. uoreign Currency Exchange Risk We transact business in...

  • Page 98
    ... accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of...

  • Page 99
    ... at December 31, 2012 the internal control over financial reporting of the Gifts Division of Flying Brands Limited, including the Flying Flowers, Flowers Direct and Drake Algar businesses, because these businesses were acquired by the Company on April 30, 2012. The total assets and total revenues of...

  • Page 100
    ..." and "Related-Party Transactions". ITEM 14. PRINCIPTL TCCOUNTING FEES TND SERVICES The information required by Item 14 is included under the caption "Proposal Two: Ratification of Independent Registered Public Accounting Firm" in our definitive proxy statement relating to our 2013 annual meeting...

  • Page 101
    ... Annual Report on uorm 10-K not misleading. Additional information about the Company may be found elsewhere in this Annual Report on uorm 10-K and in the Company's other public filings, which are available without charge through the SEC's website at www.sec.gov. (c) Financial Statement Schedules

  • Page 102
    The financial statement schedules required by Regulation S-X and Item 8 of this Annual Report on Form 10-K are listed in Item 15(a)(2) of this Annual Report on Form 10-K. 97

  • Page 103
    ...Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 4, 2013. UNITED ONLINE, INC. By: /s/ MARK R. GOLDSTON Mark R. Goldston Chairman, President...

  • Page 104
    Table of Contents Signature Title Date /s/ DENNIS HOLT Dennis Holt Director March 4, 2013 /s/ HOWARD G. PHANSTIEL Howard G. Phanstiel /s/ CAROL A. SCOTT Carol A. Scott Director Director March 4, 2013 March 4, 2013 99

  • Page 105
    ... the Company's other public filings, which are available without charge through the SEC's website at www.sec.gov. No. Exhibit Description Filed with this Form 10-K Incorporated by Reference to Form File No. Date Filed 2.1 Agreement and Plan of Merger, dated April 30, 2008, among United Online...

  • Page 106
    Plan 100

  • Page 107
    ... No. Exhibit Description Filed with this Form 10-K Incorporated by Reference to Form File No. Date Filed 10.6* Form of Restricted Stock Unit Issuance Agreement for 2001 Stock Incentive Plan, 2001 Supplemental Stock Incentive Plan and FTD Group, Inc. 2005 Equity Incentive Award Plan, Amended and...

  • Page 108
    2/28/2011 Registrant and Paul E. Jordan * 10.19 Amendment to Employment Agreement between the Registrant and Paul E. Jordan 101 X 000-33367 3/4/2013

  • Page 109
    ... Edwards * 10.32 Restricted Stock Unit Issuance Agreement(s) Amendment Agreement between United Online, Inc. and Mark R. Goldston * 10.33 Restricted Stock Unit Issuance Agreement Amendment Agreement between United Online, Inc. and Mark R. Goldston * 10-Q 000-33367 11/7/2011 8-K 000-33367 1/25...

  • Page 110
    * 10.34 Restricted Stock Unit Issuance Agreement(s) Amendment Agreement between United Online, Inc. and Frederic A. Randall, Jr. 102 8-K 000-33367 12/30/2008

  • Page 111
    .../2009 10-Q 10-Q 000-33367 000-33367 5/4/2012 5/3/2004 10.39 Credit Agreement, dated as of June 10, 2011, by and among FTD Group, Inc., a Delaware corporation, the financial institutions party thereto from time to time as lenders, Wells Fargo Securities, LLC, as sole lead arranger and sole book...

  • Page 112
    101.CAL XBRL Taxonomy Calculation Linkbase Document X 000-33367 3/4/2013 101.LAB XBRL Taxonomy Label Linkbase Document X 000-33367 3/4/2013 103

  • Page 113
    .... Exhibit Description Filed with this Form 10-K Incorporated by Reference to Form File No. Date Filed 101.PRE XBRL Taxonomy Presentation Linkbase Document XBRL Taxonomy Extension Definition Document X 000-33367 3/4/2013 101.DEF X 000-33367 3/4/2013 * Indicates a management contract or...

  • Page 114
    Table of Contents UNITED ONLINE, INC. INDEX TO CONSOLIDTTED FINTNCITL STTTEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Stockholders' ...

  • Page 115
    ... financial position of United Online, Inc. and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States...

  • Page 116
    ... consolidated financial statement amounts as of and for the year ended December 31, 2012. As described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded the schoolFeed business from its assessment of internal control over financial...

  • Page 117
    ... revenue Long-term debt, net of discounts Deferred tax liabilities, net Other liabilities Total liabilities Commitments and contingencies (see Note 14) Stockholders' equity: Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued or outstanding at December 31, 2012 and 2011...

  • Page 118
    F-4

  • Page 119
    ...UNITED ONLINE, INC. CONSOLIDTTED STTTEMENTS OF OPERTTIONS (in thousands, except per share amounts) Year Ended December 31, 2012 2011 2010 Revenues: Products Services Total revenues Operating expenses: Cost of revenues-products Cost of revenues-services Sales and marketing Technology and development...

  • Page 120
    ... of Contents UNITED ONLINE, INC. CONSOLIDTTED STTTEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2012 2011 2010 Net income Other comprehensive income (loss): Cash flow hedges: Changes in net losses on derivatives, net of tax of $(560) and $(71) for the years ended December...

  • Page 121
    ... and dividend equivalents paid on shares outstanding and restricted stock units - Change in dividend equivalents payable on restricted stock units - Stock-based compensation - Tax shortfalls from equity awards - Other comprehensive loss - Net income - Balance at December 31, 2010 Exercises of...

  • Page 122
    ... restricted stock units Repurchases of common stock Dividends and dividend equivalents paid on shares outstanding and restricted stock units Change in dividend equivalents payable on restricted stock units Stock-based compensation Tax shortfalls from equity awards Other comprehensive loss Net income...

  • Page 123
    ... compensation Tax shortfalls from equity awards Other comprehensive income Net income Balance at December 31, 2012 - - 13,308 - - 13,308 - - (356) - - (356) - - - - - - 7,260 - - 12,542 7,260 12,542 91,092 $ 9 $500,968 $ (28,133)$ 2,907 $ 475,751 The accompanying notes are...

  • Page 124
    Table of Contents UNITED ONLINE, INC. CONSOLIDTTED STTTEMENTS OF CTSH FLOWS (in thousands) Year Ended December 31, 2012 2011 2010 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: $ 12,542 $ 51,730 $ 53,687 57,661 13...

  • Page 125
    Cash and cash equivalents, beginning of period 136,105 100,264 115,509 Cash and cash equivalents, end of period $136,444 $ 136,105 $ 100,264 The accompanying notes are an integral part of these consolidated financial statements. F-8

  • Page 126
    ... access. On a combined basis, the Company's web properties attract a significant number of Internet users and the Company offers a broad array of Internet marketing services for advertisers. On August 1, 2012, United Online, Inc. announced that its Board of Directors had approved a preliminary plan...

  • Page 127
    ...insurance provided on such deposits. Accounts Receivable, including uinancing Receivables -The Company's accounts receivable are derived primarily from revenues earned from advertising customers and floral network members located in the U.S. and the U.K., and pay accounts. The Company extends credit...

  • Page 128
    ... because such receivables are discounted at a rate comparable to market. Inventories-Inventories consist of finished goods, including floral-related inventories, gift cards related to the Company's member redemption liability, NetZero 4G mobile broadband service devices, and modems. Inventories...

  • Page 129
    ... loss in the consolidated balance sheets. Neither the interest rate caps nor the forward foreign currency exchange contracts contain any credit risk-related contingent features. The Company's hedging program is not designed for trading or speculative purposes. Net Investment Hedges-For derivative...

  • Page 130
    ... Instruments, based on the discounted cash flow method. The Company estimates the fair value of its long-term debt using Level 2 inputs based on quoted prices of comparable risk bonds using market prices and expected future interest rates based on quoted market rates from the U.S. dollar-denominated...

  • Page 131
    ... cash flow method is dependent upon a number of factors, including projections of the amounts and timing of future revenues and cash flows, assumed discount rates and other assumptions. Under the market approach, using the guideline company method, each reporting unit's fair value was estimated by...

  • Page 132
    ... associated with the obligation of MyPoints.com, Inc. ("MyPoints") to redeem outstanding points accumulated by its online loyalty marketing service members, as well as those points purchased by its advertisers for use in such advertisers' promotional campaigns, less an allowance for points expected...

  • Page 133
    ...; (iv) taking the risk of loss for collection, delivery and returns; and (v) marketing the products and services. FTD also sells point-of-sale systems and related technology services to its floral network members and recognizes revenue in accordance with ASC 605 and ASC 985, Software. FTD recognizes...

  • Page 134
    ... to customers are recognized at the time the related products revenues are recognized and are included in products revenues. Shipping costs are included in cost of revenues. The Company's Communications products revenues are generated from the sale of NetZero 4G mobile broadband service devices...

  • Page 135
    ... advertising customer. As the earning activities take place, activity measurement data (examples include the number of emails delivered and the number of responses received) is accumulated and the related revenues are recorded. The Company's online loyalty marketing service also generates revenues...

  • Page 136
    ...the software. The Company capitalizes costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses...

  • Page 137
    ... and other exit costs include employee termination costs, facility closure and relocation costs, and contract termination costs. The timing of associated cash payments is dependent upon the type of exit cost and can extend over a 12-month period. The Company records restructuring and other...

  • Page 138
    ... for uncertain tax positions in income tax expense. Earnings Per Share-The Company computes earnings per share in accordance with ASC 260, Earnings Per Share. ASC 260 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and...

  • Page 139
    ... update are effective for annual and interim impairment tests of indefinite-lived intangible assets performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public...

  • Page 140
    ... and if earned, will be paid annually shortly after the closing of each Earnout Period. The range of the amounts the Company could pay under the ...connection with the acquisition, the Company incurred $0.5 million in transaction-related costs in the year ended December 31, 2012, which are recorded...

  • Page 141
    ... (including accounts receivable) Other non-current assets Accounts payable and other liabilities Deferred tax liabilities $ 59 78 8 (153) (2,742) (2,750) 2,800 2,400 1,390 600 7,190 12,457 5 years 5 years 5 years 7 years Total net liabilities assumed Intangible assets acquired: Technology Member...

  • Page 142
    ... acquired in connection with the acquisition of the Gifts Division of Flying Brands Limited is deductible for tax purposes in the U.K. In connection with the acquisition, the Company incurred $0.5 million in transaction-related costs in the year ended December 31, 2012, which are recorded in general...

  • Page 143
    Table of Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 3. SEGMENT INFORMTTION (Continued) Year Ended December 31, 2011 FTD Content & Media Communications Total Products Services Advertising and other Total segment revenues Segment income from operations $ ...

  • Page 144
    ... operating income 118,545 (25,616) (32,045 ) (29,158) $ 31,726 $ 94,302 $ 112,690 International revenues primarily are generated by the Company's operations in Europe. International revenues totaled $192.7 million, $194.6 million and $180.0 million for the years ended December 31, 2012, 2011 and...

  • Page 145
    ... of Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 3. SEGMENT INFORMTTION (Continued) Geographic information for long-lived assets, which consist of property and equipment and other assets, was as follows (in thousands): December 31, 2012 2011 United States...

  • Page 146
    ...Current Tssets Other current assets consisted of the following (in thousands): December 31, 2012 2011 Prepaid expenses Prepaid advertising and promotion expense Prepaid insurance Income taxes..., including the amortization of leasehold improvements, for the years ended December 31, 2012, 2011 and...

  • Page 147
    Table of Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 5. GOODWILL, INTTNGIBLE TSSETS TND OTHER LONG-LIVED TSSETS Goodwill The changes in goodwill by reportable segment for the years ended December 31, 2011 and 2012 were as follows (in thousands): FTD Content ...

  • Page 148
    ... Tssets Intangible assets consisted of the following (in thousands): December 31, 2012 Gross Value Tccumulated Tmortization Net Pay accounts and free accounts Customer contracts and relationships Trademarks and trade names Software and technology Rights, content and intellectual property $ 103,284...

  • Page 149
    ... than expected fourth quarter 2012 revenues and operating income within the MyPoints reporting unit, the Company performed an impairment test of the assets within this reporting unit and recorded an impairment charge totaling $0.3 related to certain trademarks. This impairment charge was included in...

  • Page 150
    ... loss on extinguishment of debt in connection with the refinancing, which was recorded in interest expense for the year ended December 31, 2011. The changes in the Company's debt balances, net of discounts, for the years ended December 31, 2011 and 2012 under the Credit Agreement were as follows (in...

  • Page 151
    ... income, net, and technology and development expenses was as follows (in thousands): Change in Gains (Losses) Recognized in Tccumulated Other Comprehensive Loss on Derivatives Before Tax Year Ended December 31, Derivatives Designated as Cash Flow Hedging Instruments 2012 2011 2010 Interest rate...

  • Page 152
    ... (Tmount Excluded from Effectiveness Testing) Year Ended December 31, Derivatives Designated as Cash Flow Hedging Instruments Location 2012 2011 2010 Forward foreign currency exchange contracts Other income, net $ 258 $ (52) $ - In the years ended December 31, 2012, 2011 and 2010, $(17,000...

  • Page 153
    ..., Derivatives Not Designated as Hedging Instruments Location 2012 2011 2010 Forward foreign currency exchange contracts Other income, net $ (75) $ 654 $ - For additional information related to derivative instruments, see Note 1-"Description of Business, Basis of Presentation, Accounting Policies...

  • Page 154
    ... 31, 2012 For additional information related to contingent consideration, see Note 2-"Acquisitions". The Company estimated the fair value of its long-term debt using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration and risk profile. In...

  • Page 155
    ... shares with a fair market value equal to the amount of the required employee withholding taxes due, which is accounted for as a repurchase of common stock. The Company then pays the applicable withholding taxes in cash. The amounts remitted in the years ended December 31, 2012, 2011 and 2010 were...

  • Page 156
    ... Compensation Plan (the "Plan"), under which, in general, the Company is authorized to grant restricted stock units, stock awards and stock options. Restricted stock units granted to employees generally vest over a one- to four-year period under a variety of vesting schedules and are canceled upon...

  • Page 157
    ... been included in the following line items within the consolidated statements of operations for each of the periods presented (in thousands): Year Ended December 31, 2012 2011 2010 Operating expenses: Cost of revenues-products Cost of revenues-services Sales and marketing Technology and development...

  • Page 158
    ... the year ended December 31, 2012 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: Risk-free interest rate Expected term (in years) Dividend yield Volatility 1.69% 6.0 7.9% 46.3% Employee Stock Purchase Plans In 2010, the Company adopted...

  • Page 159
    ... the expected annual dividend by the closing market price of United Online, Inc.'s common stock at the date of grant. For the years ended December 31, 2012, 2011 and 2010, the Company recognized $1.4 million, $1.2 million and $1.4 million, respectively, of stock-based compensation related to...

  • Page 160
    Table of Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 11. INCOME TTXES (Continued) The provision for income taxes was comprised of the following (in thousands): Year Ended December 31, 2012 2011 2010 Current: Federal State Foreign $ 8,454 $ 17,635 $ 25,144 ...

  • Page 161
    ...Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 11. INCOME TTXES (Continued) The significant components of net deferred tax balances were as follows (in thousands): December 31, 2012 2011 Deferred tax assets: Net operating loss and tax credit carryforwards Stock...

  • Page 162
    ... uncertain tax positions or the impact on the effective income tax rate related to such positions. The Company had $1.7 million and $1.4 million accrued for interest and penalties relating to uncertain tax positions at December 31, 2012 and 2011, respectively, allof which is included in income taxes...

  • Page 163
    Table of Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 11. INCOME TTXES (Continued) For the years ended December 31, 2012, 2011 and 2010, income tax shortfalls, net, attributable to equity-based compensation that were allocated to stockholders' equity totaled ...

  • Page 164
    ... and other exit costs at December 31, 2012 $ 68 $ In the year ended December 31, 2010, the Company recorded $1.6 million of restructuring and other exit costs related to the closure of certain call center facilities in the FTD segment, including employee termination costs, facility closure and...

  • Page 165
    ... credit card processing activity and certain inventory purchases. Certificates of deposit totaling $0.3 million and $0.3 million at December 31, 2012 and 2011, respectively, were maintained by the Company in connection with certain of these letters of credit and were included in other current assets...

  • Page 166
    ... to customers, vendors, lessors, sureties and insurance companies, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company's breach of such agreements, services to be provided by the Company, or from intellectual property...

  • Page 167
    ... USA, N.A., Bank of America, N.A., Capital One Financial Corporation, Citigroup, Inc., and Citibank, N.A. (collectively, the "Credit Card Company Defendants"); (ii) 1-800-Flowers.com, Inc., United Online, Inc., Memory Lane, Inc., Classmates International, Inc., FTD Group, Inc., Days Inns Worldwide...

  • Page 168
    ...., Shoebuy.com, Inc., United Online, Inc., Wells Fargo & Company, and Wyndham Worldwide Corporation (collectively, the "Marketing Companies"); and (iii) Bank of America, N.A., Capital One Financial Corporation, Chase Bank USA, N.A., and Citibank, N.A. (collectively, the "Credit Card Companies"). The...

  • Page 169
    ... agreement. The Company has been cooperating with certain governmental authorities in connection with their respective investigations of its former posttransaction sales practices and certain other current or former business practices: • In 2010, FTD.com, Inc. and Classmates Online, Inc., now...

  • Page 170
    ... to cooperate with the Attorney General and is providing requested information. In 2011, Classmates Online, Inc. received a civil investigative demand from the Attorney General for the State of Washington regarding its marketing, refund, cancelation, and renewal practices. Prior to that, in 2009...

  • Page 171
    ...the businesses of the Company's Content & Media and Communications segments (the "FTD Spin-Off Transaction"). The FTD Spin-Off Transaction is expected to take the form of a tax-free pro rata distribution to stockholders of United Online, Inc. and is subject to a number of conditions, including final...

  • Page 172
    ... Contents UNITED ONLINE, INC. NOTES TO CONSOLIDTTED FINTNCITL STTTEMENTS (Continued) 18. QUTRTERLY FINTNCITL DTTT (UNTUDITED) (in thousands, except per share data) Quarter Ended December 31 September 30 June 30 March 31 Year ended December 31, 2012: Revenues Cost of revenues Operating income (loss...

  • Page 173
    Table of Contents UNITED ONLINE, INC. SCHEDULE I-CONDENSED FINTNCITL INFORMTTION OF REGISTRTNT PTRENT COMPTNY BTLTNCE SHEETS (in thousands) December 31, 2012 2011 Tssets Current assets: Cash and cash equivalents Other current assets $ 51,065 $ 51,203 102,268 1,147,862 - 67,725 - 67,725 1,139,...

  • Page 174
    Table of Contents UNITED ONLINE, INC. PTRENT COMPTNY STTTEMENTS OF OPERTTIONS (in thousands) Year Ended December 31, 2012 2011 2010 Revenues Operating expenses: General and administrative Total operating expenses Operating income Interest income Intercompany interest income Interest expense $ - ...

  • Page 175
    Table of Contents UNITED ONLINE, INC. PTRENT COMPTNY STTTEMENTS OF CTSH FLOWS (in thousands) Year Ended December 31, 2012 2011 2010 Net cash provided by operating activities $ 22,955 $ 19,850 $ - - 5 3,008 (2,623) (37,528) (2,477) (39,615) (16,660) 67,725 - - 37 3,907 (7,743) (37,213) 43,255 2,...

  • Page 176
    ..., 2012 and 2011, respectively, which exceeded 25% of the consolidated net assets of United Online, Inc. and its subsidiaries. 2. DIVIDENDS RECEIVED FROM SUBSIDITRIES During the year ended December 31, 2012, FTD Group, Inc. paid $19.3 million in dividends to the Parent Company, including $4.3 million...

  • Page 177
    ... Valuation Tllowance Charged to Income Tax Provision Charged to Other Tccounts Tax Valuation Tllowance Credited to Income Tax Provision Balance at End of Period Valuation allowance for deferred tax assets: Year ended December 31, 2012 $ Year ended December 31, 2011 $ Year ended December 31, 2010...

  • Page 178

  • Page 179
    ... is made by and between United Online, Inc., a Delaware corporation (the " Company "), and Paul E. Jordan (the " Employee "), effective as of January 25, 2013. RECITALS WHEREAS, the Company and the Employee entered into an Employment Agreement on February 7, 2011 (the " Agreement"); and WHEREAS, the...

  • Page 180
    ... or assets comprising the Company's FTD segment, Communications segment or Content & Media segment are sold, spun off or otherwise disposed of in one or a series of related transactions, the consummation of such sale, spin-off or other disposition shall be deemed to be a Change in Control; provided...

  • Page 181
    ... and the Employee have executed this Amendment, in the case of the Company by a duly authorized officer, as of the date stated in the opening paragraph. UNITED ONLINE, INC. /s/ Mark R. Goldston By: Mark R. Goldston Chairman, President and Chief Executive Officer Date: January 25, 2013 EMPLOYEE...

  • Page 182
    ... ") is made by and between United Online, Inc., a Delaware corporation (the " Company "), and Charles B. Ammann (the "Employee "), effective as of January 25, 2013. RECITALS WHEREAS, the Company and the Employee entered into an Employment Agreement on February 7, 2011 (the " Agreement"); and WHEREAS...

  • Page 183
    ... or assets comprising the Company's FTD segment, Communications segment or Content & Media segment are sold, spun off or otherwise disposed of in one or a series of related transactions, the consummation of such sale, spin-off or other disposition shall be deemed to be a Change in Control; provided...

  • Page 184
    ... and the Employee have executed this Amendment, in the case of the Company by a duly authorized officer, as of the date stated in the opening paragraph. UNITED ONLINE, INC. /s/ Mark R. Goldston By: Mark R. Goldston Chairman, President and Chief Executive Officer Date: January 25, 2013 EMPLOYEE...

  • Page 185
    ... incorporated in France United Online Advertising Network, Inc., a Delaware corporation (also dba United Online Media Group) United Online Software Development (India) Private Limited, a corporation organized under the laws of India United Online Web Services, Inc., a Delaware corporation (also dba...

  • Page 186
    QuickLinks Exhibit 21.1 List of Subsidiaries

  • Page 187
    ...) of United Online, Inc. of our report dated March 4, 2013 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Annual Report on norm 10-K. /s/ PRICEWATERHOUSECOOPERS LLP Los Angeles, California...

  • Page 188
    QuickLinks Exhibit 23.1 CONSENT On INDEPENDENT REGISTERED PUBLIC ACCOUNTING nIRM

  • Page 189
    ... OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark R. Goldston, certify that: 1. I have reviewed this Annual Report on Form 10-K of United Online, Inc.; 2. Based on my knowledge, this...

  • Page 190
    QuickLinks Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

  • Page 191
    ... OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Neil P. Edwards, certify that: 1. I have reviewed this Annual Report on Form 10-K of United Online, Inc.; 2. Based on my knowledge, this...

  • Page 192
    QuickLinks Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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    ... The Annual Report on Form 10-K of United Online, Inc. for the year ended December 31, 2012, as filed with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in such report fairly...

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    QuickLinks Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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    ... on Form 10-K of United Online, Inc. for the year ended December 31, 2012, as filed with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange yct of 1934; and The information contained in such report fairly presents, in all...

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    QuickLinks Exhibit 32.2 CERTIFICyTION OF CHIEF FINyNCIyL OFFICER PURSUyNT TO 18 U.S.C. SECTION 1350 yS yDOPTED PURSUyNT TO SECTION 906 OF THE SyRByNES-OXLEY yCT OF 2002

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