Juno 2012 Annual Report Download - page 6

Table of Contents
members of the FTD and Interflora floral networks, which we also refer to as our floral network members. Services revenues in our
Content & Media and Communications segments are derived from selling subscriptions to consumers who are typically billed in advance
for the entire subscription term.
• Advertising and other revenues are primarily derived from a wide variety of advertising, marketing and
media-related initiatives in our Content & Media and Communications segments.

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 companies: FTD, which will include the domestic and international operations of the Company's FTD segment, and United
Online, Inc., which will continue to include 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, without limitation, final approval of transaction specifics by the Board of Directors of United Online
Inc., receipt of a favorable private letter ruling from the Internal Revenue Service and an opinion of counsel, the filing and effectiveness of a registration
statement with the Securities and Exchange Commission ("SEC"), and other related matters. The FTD Spin-Off Transaction is expected to be completed
by the end of the third quarter of 2013. The Company is also continuing to explore strategic alternatives for its Content & Media and Communications
businesses and monetization opportunities for its portfolio of patents and patent applications (the "Potential Patent Transactions" and, together with the
other potential transactions described above, the "Strategic Transactions"). See Note 15—"Planned Spin-off" of the Notes to the Consolidated Financial
Statements and "Part I, Item 1A—Risk Factors" for additional information and risk factors associated with the FTD Spin-Off Transaction and other
Strategic Transactions.



Floral industry retail purchases in the United States ("U.S."), including flowers, potted plants and seeds were approximately $34.3 billion in 2012,
according to the U.S. Department of Commerce. Floral industry retail purchases in the United Kingdom ("U.K."), including fresh cut flowers and
indoor plants, were approximately £2.2 billion in 2008, according to Mintel, a market research company. Both the U.S. and U.K. markets are highly
fragmented, with thousands of floral industry participants. The floral retail marketplace has evolved considerably in recent years. The following sets
forth some of the key market trends:
•The increasing role of floral mass marketers, particularly those marketing floral products over the Internet and servicing a national or
international consumer base, has resulted in a growing percentage of floral orders being placed through floral mass marketers versus
traditional retail florists;
•Consumer purchases of "cash and carry" flowers for everyday occasions have continued to shift away from traditional retail florists and
increasingly occur at supermarket and mass merchant retail locations;
5