1142701--2/27/2009--UNITED_ONLINE

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{product, market, service}

{condition, economic, financial}

{operation, international, foreign}

{customer, product, revenue}

{competitive, industry, competition}

{acquisition, growth, future}

{system, service, information}

{cost, operation, labor}

{operation, natural, condition}

{capital, credit, financial}

{regulation, change, law}

{stock, price, operating}

{tax, income, asset}

{stock, price, share}

{personnel, key, retain}

{debt, indebtedness, cash}

{provision, law, control}

{property, intellectual, protect}

{financial, litigation, operation}

RISKS RELATING TO OUR BUSINESS GENERALLY Current economic conditions may have a material and adverse impact on our business, financial condition and results of operations. Our business is subject to fluctuations. Changes in exchange rates could adversely affect our operating results. We may be unable to maintain or grow our advertising revenues. Reduced advertising revenues may reduce our profits. Our marketing efforts may not be successful, which could increase our costs and adversely impact our key metrics. Significant problems with our key systems or those of our third-party vendors could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Our failure to protect our proprietary rights could harm our business. We may be unsuccessful at acquiring additional businesses, services or technologies. Even if we complete an acquisition (such as our recent acquisition of FTD), it may not improve our results of operations and may adversely impact our business and financial condition. COMMAND=ADD_DEFAULTFONT,"font-family:times;" COMMAND=ADD_TABLESHADECOLOR,"#CCEEFF" COMMAND=ADD_STABLERULES,"border-bottom:solid #000000 1.0pt;" COMMAND=ADD_DTABLERULES,"border-bottom:double #000000 2.25pt;" COMMAND=ADD_SCRTABLERULES,"border-bottom:solid #000000 1.0pt;margin-bottom:0pt;" COMMAND=ADD_DCRTABLERULES,"border-bottom:double #000000 2.25pt;margin-bottom:0pt;" A security breach or inappropriate access to, or use of, our networks, computer systems or services could expose us to liability, claims and a loss of revenue. Legal actions could subject us to substantial liability and expense and require us to change our business practices. Our substantial amount of indebtedness could adversely affect our ability to raise additional capital to fund operations, our flexibility in operating our business and our ability to react to changes in the economy or our industry, and prevent us from satisfying our debt obligations. We may not realize the benefits associated with our assets and may be required to record a significant charge to earnings if we are required to expense certain costs or impair our assets. Our ability to operate our business could be seriously harmed if we lose members of our senior management team or other key employees. Changes in laws and regulation changes and new laws and regulations may adversely affect our results of operations. We face risks relating to operating and doing business internationally that could adversely affect our business and results of operations. Our business could be shut down or severely impacted by a catastrophic event. We cannot predict our future capital needs and we may not be able to secure additional financing. We may stop paying, or reduce, quarterly cash dividends on our common stock. We have anti-takeover provisions that may make it difficult for a third-party to acquire us. Our stock price has been highly volatile and may continue to be volatile. ADDITIONAL RISKS RELATING TO OUR FTD SEGMENT Competition could have a material adverse effect on our business, financial condition, results of operations, and cash flows. We are dependent on third-parties who fulfill orders and deliver goods and services to our customers and their failure to provide our customers with high quality products and customer service may harm our brand and could have a material adverse effect on our business, financial condition, results of operations, and cash flows. The success of our business is dependent on our florist members and on the financial performance of the retail floral industry. If the supply of flowers becomes limited, the price of these products could rise or these products may become unavailable, which could result in our not being able to meet consumer demand and could cause an adverse effect on our business, financial condition, results of operations, and cash flows. Foreign, state and local governments may attempt to impose additional sales and use taxes, value-added taxes or other taxes on our business activities, including our past sales, which could decrease our ability to compete with traditional retailers, reduce our sales, and have a material adverse effect on our business, financial condition, results of operations, and cash flows. During peak periods, we utilize temporary employees and outsourced staff, who may not be as well trained or committed to our customers as our permanent employees, and their failure to provide our customers with high-quality customer service may cause our customers not to return, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. ADDITIONAL RISKS RELATING TO OUR CLASSMATES MEDIA SEGMENT We expect to face increasing competition that could result in a loss of users and reduced revenues and decreased profitability. Failure to increase or maintain the number of pay accounts for our social networking services could cause our business and financial results to suffer. Failure to increase or maintain the number of members for our social networking and loyalty marketing services or the activity level of these members could cause our business and financial results to suffer. Our social networking and loyalty marketing businesses rely heavily on email campaigns, and any disruptions or restrictions on the sending of emails or increase in the associated costs could adversely affect our results of operations. ADDITIONAL RISKS RELATING TO OUR COMMUNICATIONS SEGMENT Our business will suffer if we are unable to compete successfully. Revenues and profitability of our Communications segment are expected to decrease. Our Internet access business is dependent on the availability of telecommunications services.

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1142701--2/27/2009--UNITED_ONLINE_INC