1074767--3/16/2006--IVILLAGE

related topics

{system, service, information}

{stock, price, operating}

{product, market, service}

{stock, price, share}

{financial, litigation, operation}

{regulation, government, change}

{control, financial, internal}

{acquisition, growth, future}

{operation, natural, condition}

{property, intellectual, protect}

{cost, contract, operation}

{regulation, change, law}

{provision, law, control}

{customer, product, revenue}

{product, liability, claim}

{personnel, key, retain}

Our business could be adversely impacted by our pending acquisition by NBC Universal. We have a limited history of profitability, and we may have further continuing losses from operations. Our quarterly and annual revenues and operating results are not indicative of future performance, are difficult to forecast and have been and are likely to continue to fluctuate. Our operating results may fluctuate depending on the season, and such fluctuations may affect our stock price. We have a small number of major customers and the loss of any number of these customers or a material reduction in business we receive from any of these customers could adversely affect our business, financial condition and results of operations. Restrictions on our ability to enter into sponsorship, advertising or other business relationships with Hearst s competitors may adversely affect our business. Our principal investors investments in our competitors may result in conflicts of interest that could harm our business. Our business is highly dependent upon user traffic. Our business will be materially adversely affected if we cannot maintain the popularity of our Web site offerings among Internet users. There is intense competition among media companies focused on women, and this competition could result in price reductions, reduced margins or loss of market share. If we fail to attract and retain key personnel, our business would be materially adversely affected. We rely on third parties to provide reliable software, systems and related services. We rely on third parties to adequately measure the demographics of our user base. We are subject to legal proceedings that could result in liability and adversely affect our business. Our operation of IVPN poses a number of risks that could materially adversely affect our business strategy. Our business could be adversely affected if transmission of the Channels were interrupted. Revenues from our health-related properties may be adversely affected by factors that we cannot control. Our ability to offer continuing medical education programs through Healthology could be adversely affected by changes in governmental regulation and industry guidelines. If we are unable to establish or maintain relationships with Healthology s distribution network, our business could be adversely affected. We may not be able to expand our business through acquisitions and joint ventures and, even if we are successful, our operations may be materially adversely affected as a result of an acquisition or joint venture. If we fail to maintain effective internal financial and managerial systems, controls and procedures, our results of operations may be materially adversely affected. Changes in the financial accounting standards that require us to recognize employee stock options as a compensation expense will substantially and adversely affect our financial results. Risks Related to Our Industry The operating performance of computer systems and Web servers is critical to our business and reputation. If the Internet fails to gain further acceptance as a medium for advertising, we would have slower revenue growth than expected and could incur losses. Web-based business models are still evolving and make it difficult to predict our long-term revenues. We may be unable to respond to the rapid technological change in our industry. Possible infringement by third parties of our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. New privacy and data security laws may require changes in our practices, and there is a potential for enforcement actions due to noncompliance. We may face potential liability, loss of users and damage to our reputation for violation of privacy practices. We may be liable if third parties misappropriate our users personal information. The location of our users and subsidiaries exposes us to foreign privacy and data security laws and may increase our liability, subject us to non-uniform standards and require us to modify practices. We may face potential products liability claims based upon our iVillageSolutions products. Our business could be affected by future terrorist attacks or acts of war. Risks Related to Our Common Stock Our stock price may decrease if the merger is not completed. As of March 15, 2006, Hearst owned approximately 25% of our outstanding common stock and had three representatives on our board of directors. As a result, Hearst is able to significantly influence our corporate direction and policies. Market fluctuations or volatility could cause the trading price of our common stock to decline and limit our ability to raise capital. If we fail to meet the expectations of public market analysts and investors, the market price of our common stock may decrease significantly. Our future capital-raising activities could involve the issuance of equity securities, which would dilute the ownership of our existing stockholders and could result in a decline in the trading price of our common stock. Future sales of our stock could affect our share price.

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1074767--3/16/2006--IVILLAGE_INC