1142701--3/6/2006--UNITED_ONLINE

related topics

{system, service, information}

{product, market, service}

{acquisition, growth, future}

{operation, international, foreign}

{stock, price, operating}

{personnel, key, retain}

{condition, economic, financial}

{stock, price, share}

{operation, natural, condition}

{regulation, change, law}

{tax, income, asset}

{provision, law, control}

{financial, litigation, operation}

{regulation, government, change}

{capital, credit, financial}

{property, intellectual, protect}

{product, candidate, development}

{competitive, industry, competition}

Our business will suffer if we are unable to compete effectively. Our revenues may continue to decrease and our profitability may decrease. Our business is subject to fluctuations. If we cannot identify and complete acquisitions, we may not be able to grow and achieve our strategic objectives. We cannot assure you that we will be able to successfully manage, integrate or grow our Web-hosting, photo-sharing and Classmates businesses. Even if we are successful at acquiring additional businesses, product lines or technologies, acquisitions may not improve our results of operations and may adversely impact our business and financial condition. Our marketing activities may not be successful. If we are unable to retain users, our business and financial results will suffer. We may not successfully develop and market new services in a timely or cost-effective manner; consumers or advertisers may not accept our new products. Our VoIP services may not be commercially successful. Seasonal trends in Internet usage and advertising sales may cause fluctuations in our results of operations. We may be unable to maintain or grow our advertising revenues, particularly if we lose key advertising relationships. Reduced advertising revenues may reduce our profits. If our access accounts usage increases or our telecommunications costs increase, our business may suffer. Our access business is dependent on a small number of telecommunications carriers. Our inability to maintain agreements at attractive rates with these carriers may negatively impact our business. If we fail to manage our telecommunications or our internal network capacities, our access service levels may suffer or we may experience increased per-account costs. Our business will suffer if the scope or quality of service from our telecommunications carriers is inadequate. Our business is highly dependent on our billing and customer support systems, which are based on a combination of third-party software and internally developed software. We are dependent on third parties for technical support and customer service and our business may suffer if they are unable to provide these services, cannot expand to meet our needs or terminate their relationships with us. If our software or hardware contains errors or fails, if we fail to operate our services effectively or if we encounter difficulties integrating our systems and technologies, our business could be seriously harmed. A security breach or inappropriate use of our network or services could expose us to claims or a loss of revenue. Harmful software programs such as viruses could disrupt our business. Our failure to protect our proprietary rights could harm our business. Legal actions, particularly those associated with proprietary rights, could subject us to substantial liability and expense and require us to change our business practices. We may not realize the benefits associated with our intangible assets and may be required to record a significant charge to earnings if we are required to impair our goodwill or identifiable intangible assets. Our ability to operate our business could be seriously harmed if we lose members of our senior management team or other key employees. Government regulation or taxation of the provision of Internet access, VoIP services and other services could decrease our revenues and increase our costs. Changes in, or interpretations of, laws regarding consumer protection could subject us to liability or cause us to change our practices. Our business could be shut down or severely impacted by a catastrophic event. Our business could be severely impacted due to political instability or other factors in India. We cannot predict our future capital needs and we may not be able to secure additional financing. We may stop paying 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.

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1142701--3/6/2006--UNITED_ONLINE_INC