United Online Reports Fourth-Quarter and Fiscal 2004 Results




            Record Quarterly Revenues of $119.6 Million
            Quarterly Operating Income of $19.0 Million
          Record Quarterly Adjusted OIBDA of $30.0 Million

WOODLAND HILLS, Calif., Feb. 9, 2005 (PRIMEZONE) -- United Online, Inc. (Nasdaq:UNTD), a leading provider of consumer Internet subscription services, today reported results for its fourth quarter and fiscal year ended December 31, 2004. On November 17, 2004, the company acquired Classmates Online, Inc. ("Classmates"), a leader in online community-based networking. The results of the Classmates business are included in the company's financial results from the date of acquisition.

Summary of December 2004 Quarter Results:



   -- Total revenues for the quarter were a record $119.6 million, 
      up 23% versus $96.9 million for the year-ago quarter.

   -- Operating income for the quarter was $19.0 million, or 15.9% 
      of revenues, up 1% versus operating income of $18.9 million, 
      or 19.5% of revenues, in the year-ago quarter.

   -- Adjusted operating income before depreciation and amortization 
      (or "OIBDA")(1) for the quarter was a record $30.0 million, or 
      25.1% of revenues, an increase of 23% versus adjusted OIBDA of 
      $24.4 million, or 25.2% of revenues, in the year-ago quarter.

   -- Pay accounts(2) increased by 1.59 million during the quarter 
      to 4.8 million; subscriptions(3) increased by 1.64 million to 
      6.0 million; active accounts(2) totaled 15.2 million at 
      December 31, 2004.  This data includes Classmates, which at 
      closing had 1.45 million pay accounts (and subscriptions), 
      and 8.7 million active accounts. 

   -- Net income for the quarter was $80.2 million, or $1.26 per 
      share, versus $24.4 million, or $0.35 per share, for the year-
      ago quarter.  These results included a tax benefit of $68.6 
      million, or $1.07 per share in the quarter and $12.3 million, 
      or $0.18 per share, in the prior-year quarter related to the 
      recognition of a portion of the company's deferred tax 
      assets(4).  Excluding these benefits, net income for the 
      quarter was $11.6 million, or $0.18 per share, versus $12.1 
      million, or $0.18 per share, for the year-ago quarter.     

   -- Excluding the aforementioned tax benefits, adjusted net 
      income(5) for the quarter was $16.6 million, or $0.26 per 
      share, an increase of 15% versus adjusted net income of 
      $14.5 million, or $0.21 per share, for the year-ago quarter.  
      Adjusted net income is calculated in a manner consistent with 
      the analyst consensus estimate as reported by First Call.

   -- Cash flows from operations were $31.7 million for the quarter, 
      up 9% from $29.0 million for the year-ago quarter.

   -- Free cash flow(6) for the quarter was $30.6 million, versus 
      $25.5 million for the year-ago quarter.

Summary of Financial Results for the Year Ended December 31, 2004:



   -- Total revenues for 2004 were a record $448.6 million, up 32% 
      versus $339.2 million for the prior year.

   -- Operating income for 2004 was a record $79.5 million, up 61% 
      versus $49.5 million for the prior year.

   -- Adjusted OIBDA(1) for 2004 was a record $113.6 million, or 
      25.3% of revenues, an increase of 55% versus adjusted OIBDA 
      of $73.5 million, or 21.7% of revenues, for 2003.

   -- Net income for 2004 was $117.5 million, or $1.79 per share, 
      versus net income of $54.9 million, or $0.80 per share, for 
      the prior year.  These results included tax benefits of 
      $68.6 million, or $1.05 per share, in 2004 and $16.6 million, 
      or $0.24 per share, in 2003.(4)  Excluding these tax benefits, 
      net income for 2004 was $48.9 million, or $0.74 per share, 
      versus $38.3 million, or $0.56 per share, for the prior year. 

   -- Excluding the aforementioned tax benefits, adjusted net 
      income(5) for 2004, was a record $65.4 million, or $1.00 per 
      share, an increase of 28% versus adjusted net income of $51.1 
      million, or $0.74 per share, for 2003.  Adjusted net income is 
      calculated in a manner consistent with the analyst consensus 
      estimate as reported by First Call.

   -- The year-to-year comparability of net income and adjusted net 
      income, excluding the aforementioned tax benefits, was 
      impacted by an effective tax rate of approximately 40% in 
      2004 versus approximately 30% in 2003.(4) 

   -- Cash flows from operations were a record $124.0 million for 
      2004, a 49% increase versus $83.5 million for the prior year.

   -- Free cash flow(6) for 2004 was a record $117.9 million, up 53% 
      versus $77.0 million for 2003. 

"Our fourth-quarter 2004 financial results were very strong, helping us deliver a third consecutive year of record profitability for United Online," said Mark R. Goldston, chairman, CEO and president of United Online. "We are extremely proud of these results and the efforts of the 742 United Online employees who worked so hard to help deliver them. Our acquisition of Classmates and new product introductions helped further our strategy of diversifying beyond Internet access and nearly tripled our reach to more than 15 million active accounts. We intend to continue to make long-term investments in new products and services while maintaining our focus and discipline on financial results."

"The strength of United Online's business model is demonstrated by our impressive growth in free cash flow, which increased over 50% in 2004 to $118 million," said Charles S. Hilliard, executive vice president and CFO of United Online. "This performance enabled us to make strategic investments in 2004 that helped drive our diversification strategy and strong fourth-quarter results. While our NetZero branded access experienced growth in the fourth quarter, declines in our other access brands led to a net decrease of 11,000 pay access accounts. Throughout 2004, the vast majority of our marketing spend was devoted to our growing NetZero brand."

Additional Highlights:



   -- Billable services margin(7) was a record 78.7% for the 
      December 2004 quarter, up from 73.5% for the year-ago 
      quarter.

   -- Annualized revenue per average employee(8) was $714,000 for 
      the December 2004 quarter, versus $787,000 for the December 
      2003 quarter.

   -- Cash balances at December 31, 2004 were $232.8 million, 
      including cash, cash equivalents and short-term investments.
      On December 14, 2004, the company borrowed $100 million
      under a senior secured term loan facility priced at LIBOR
      plus 300 basis points, excluding fees and expenses.

   -- The company repurchased 5.6 million shares of its common stock 
      in 2004 at an aggregate cost of $74.5 million.  This included 
      37,754 shares repurchased in a modified Dutch auction tender 
      offer completed on December 13, 2004.  Under a Board-approved 
      program, the company can repurchase up to an additional $75 
      million of its common stock through May 31, 2005.

   -- In November 2004, the company acquired Classmates, a leader in 
      online community-based networking (www.classmates.com), 
      connecting millions of members throughout the U.S. and Canada 
      with friends and acquaintances from school, work and the
      military.  Its Classmates International subsidiary also 
      operates leading community-based networking sites in Sweden, 
      through Klasstraffen Sweden AB (www.klasstraffen.com), and in 
      Germany, through StayFriends GmbH (www.stayfriends.de).  

   -- In April 2004, the company acquired the consumer Web-hosting 
      business of About, Inc., a wholly owned subsidiary of PRIMEDIA 
      Inc. (NYSE:PRM).  It offers consumers a variety of affordable 
      personal Web-site services, including hosting, domain and email 
      services.

Business Outlook:

The following forward-looking information includes certain projections made by management as of the date of this release. United Online does not intend to revise or update this information and may not provide this type of information in the future. Due to a variety of factors, actual results may differ significantly from those projected. Factors include, without limitation, the factors referenced later in this announcement under the caption "Cautionary Information Regarding Forward-Looking Statements." These and other factors are discussed in more detail in the company's filings with the Securities and Exchange Commission.

Following is the company's current guidance for the March 2005 quarter and the year ending December 31, 2005. The stock-based charges and weighted average diluted shares outlook for both periods presented exclude the impact of issuing additional employee equity awards and the adoption of Financial Accounting Standards Board ("FASB") Statement 123R Share Based Payments which will be effective July 1, 2005:



                       --------------      --------------
 (in millions)          Mar'05 Q Est.       CY 2005 Est.
                       --------------      --------------
 Operating income      $19.7 -- $20.7      $84.1 -- $91.1
  Depreciation               3.7                16.7
  Amortization               5.6                19.9
  Stock-based charges        1.0                 3.3
                       --------------      --------------
 Adjusted operating
  income before
  depreciation and
  amortization(1)      $30.0 -- $31.0     $124.0 -- $131.0
                       ==============      ==============
 Weighted average
  diluted shares        64.5 -- 65.0        65.0 -- 66.0

 -- Total revenues for the March 2005 quarter are estimated to be 
    between $126 million and $129 million.
 -- The company estimates that total pay accounts will increase to 
    between 4.85 million and 4.95 million by March 31, 2005.  

(1) Adjusted operating income before depreciation and amortization (adjusted OIBDA) is defined as operating income before depreciation, amortization, stock-based compensation and, in certain periods as reflected in the accompanying tables, facility exit costs, and restructuring and merger-related charges. Management believes that because adjusted OIBDA excludes certain items that either do not impact the company's cash flows or which management believes are not reflective of the company's core operating results over time, this measure provides investors with additional useful information to measure the company's performance, particularly with respect to changes in performance from period to period, and to assess the company's ability to make capital expenditures, fund working capital requirements, incur and repay indebtedness, and fund strategic initiatives. Management also uses adjusted OIBDA for these purposes, as well as to allocate resources in managing the company's business. The company's Board of Directors uses this measure in determining certain compensation incentives for certain members of the company's management. Adjusted OIBDA is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

(2) A pay account represents a unique billing relationship with a customer who subscribes to one or more of the company's services. A pay account does not equate to a unique subscriber since one subscriber could have several pay accounts. Active accounts are defined as all free access, community-based network and email users that logged on to our services at least once during the preceding 31 days, together with all pay accounts. Additionally, active accounts include the number of free Web sites that received at least one unique visitor within the preceding 90 days. A table entitled "Analysis of Pay Accounts and Subscriptions" is presented elsewhere in this release.

(3) A subscription represents a unique subscription to any individual pay service offered by the company. Internet access and accelerated dial-up are counted as two subscriptions, although most subscribers to the accelerated service purchase it bundled with our standard Internet access. A table entitled "Analysis of Pay Accounts and Subscriptions" is presented elsewhere in this release.

(4) The company has future tax benefits, or deferred tax assets, associated with historical net operating losses that, because they were reserved by a valuation allowance, were not previously reported in full on its balance sheet. In the June 2003, December 2003 and December 2004 quarters, the company released portions of the valuation allowance, which resulted in (i) the recognition of net deferred tax assets on its balance sheet, (ii) the recording of a tax benefit on its income statement in each of these quarters (and for fiscal years 2003 and 2004), (iii) an increase in its effective tax rate beginning in the September 2003 quarter, and (iv) an adjustment to goodwill and intangible assets reflecting the recognition of deferred tax assets associated with Juno Online Services prior to the merger with NetZero, Inc. As of December 31, 2004, the company has released substantially all of the valuation allowance. Neither the tax benefit from the release nor the increase in the effective tax rate have impacted, or will impact, the amount of cash paid for income taxes.

(5) Adjusted net income is defined as net income before the after-tax effect of amortization of intangible assets, stock-based compensation, facility exit costs, merger-related charges and the tax benefit related to the recognition of the company's deferred tax assets. Management believes that adjusted net income provides investors with additional useful information to measure the company's financial performance, particularly from period to period, exclusive of certain non-cash expenses and other items which management believes are not reflective of the company's core operating results over time. Management also uses adjusted net income for these purposes. Adjusted net income is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

(6) Free cash flow is defined as net cash provided by operating activities before cash paid for relocation costs and restructuring and merger-related costs, less capital expenditures. Management believes that free cash flow provides investors with additional useful information to measure operating liquidity because it reflects the company's operating cash flows after investing in capital assets, and excludes the cash impact of items which management believes are not reflective of the company's core operating results over time. This measure is used by management, and may also be useful for investors, to assess the company's ability to generate cash flow for a variety of strategic opportunities, including reinvestment in the business, effecting potential acquisitions, strengthening the balance sheet, and effecting share repurchases. Free cash flow is not determined in accordance with generally accepted accounting principles (GAAP) and should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP. Reconciliations to the most directly comparable GAAP financial measure are provided in the accompanying tables.

(7) Billable services margin represents billable services revenues less cost of billable services divided by billable services revenues.

(8) Annualized revenue per average employee represents annualized total revenues for the period divided by the average number of employees during that period.

About United Online

United Online, Inc. (Nasdaq:UNTD) is a leading provider of consumer Internet subscription services through a number of brands, including NetZero, Juno and Classmates. The company's pay services include Internet access, accelerated dial-up services, premium email, personal Web-hosting and domain services and community-based networking. It also offers consumers free Internet access, email and Web hosting. The company's access services are available in more than 8,200 cities across the United States and in Canada. At December 31, 2004, United Online had 742 employees worldwide. United Online is headquartered in Woodland Hills, CA, with offices in New York, NY, Renton, WA, San Francisco, CA, Orem, UT, and Hyderabad, India. For more information about United Online and its Internet subscription services, please visit http://www.untd.com.

United Online will be hosting a conference call today at 2:00PM PT (5:00PM ET) to discuss its quarterly results. A live Web cast of the call can be accessed on the Investors section of the company's Web site at www.untd.com. A recording of the call will be available on the site for seven days.

Cautionary Information Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements containing words such as "guidance," "may," "believe," "will," "expect," "project," "projections," "business outlook" and "estimate" or similar expressions constitute forward-looking statements. These statements include, without limitation, expectations regarding: guidance for future financial performance; growth in pay accounts; weighted average diluted shares; depreciation and amortization; stock-based compensation; and future tax rates and benefits. Actual results may differ materially from those predicted and reported results should not be considered an indication of future performance. Potential risks and uncertainties include, among others: the effect of competition, including adoption of broadband services and changes in the company's pricing or competitors' pricing, and the use of promotional offers to acquire or retain subscribers; the company's inability to retain its existing subscribers and the rate at which new subscribers sign up for the company's services; changes in the mix of pay accounts; the effects of seasonality and changes in Internet usage; changes in the projected number of weighted average diluted shares due to the issuance of stock and stock options, stock repurchases, fluctuations in the company's stock price or other factors; changes in the projected amortization and depreciation figures due to capital spending or other factors; changes in usage by subscribers, additional telecommunications costs or other factors negatively impacting the company's billable services margin; changes in active free accounts; the company's inability to maintain its agreements with telecommunications providers on attractive terms; the company's ability to successfully integrate acquisitions, including Classmates Online; problems associated with the company's billing systems; the company's inability to retain key customers and key personnel; unanticipated technological problems or developments; risks associated with litigation; and unanticipated governmental regulation. From time to time, the company considers acquisitions that, if consummated, could be material. Forward-looking statements regarding financial metrics are based upon the assumption that no such acquisition is consummated during the relevant periods. If an acquisition were consummated, actual results could differ materially from any forward-looking statements. More information about potential factors that could affect the company's business and financial results is included in the company's annual and quarterly reports filed with the Securities and Exchange Commission (http://www.sec.gov), including, without limitation, information under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors."



                             UNITED ONLINE, INC.
                 Unaudited Condensed Consolidated Balance Sheets
                               (in thousands)

                              December 31, 2004    December 31, 2003
                              -----------------    -----------------
 ASSETS
  Cash, cash equivalents
   and short-term
   investments                      $232,793           $203,723
  Accounts receivable,
   net                                17,534             14,065
  Deferred tax assets,
   net                                76,203             26,373
  Property and
   equipment, net                     27,006             13,428
  Goodwill and
   intangible assets,
   net                               147,016             40,268
  Other assets                        19,300             10,022
                                    --------           --------
   Total assets                     $519,852           $307,879
                                    ========           ========

 LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                  $ 45,379           $ 31,388
  Accrued liabilities                 18,320             14,028
  Deferred revenue                    50,954             24,639
  Capital leases                       1,319                 --
  Term loan                          100,000                 --
  Other liabilities                    2,181                 --
                                     -------            -------
   Total liabilities                 218,153             70,055
                                     -------            -------

  Stockholders' equity               301,699            237,824

                                    --------           --------
   Total liabilities and
    stockholders' equity            $519,852           $307,879
                                    ========           ========


                            UNITED ONLINE, INC.
               Unaudited Consolidated Statements of Operations
                     (in thousands, except per share amounts)


                     ----------------------    ----------------------
                        Three Months Ended            Years Ended
                          December 31,               December 31, 
                     ----------------------    ----------------------
                        2004         2003         2004         2003
                     ---------    ---------    ---------    ---------
 Revenues:
  Billable
   services          $ 108,530    $  87,993    $ 410,821    $ 306,086
  Advertising and
   commerce             11,090        8,955       37,796       33,079
                     ---------    ---------    ---------    ---------
   Total revenues      119,620       96,948      448,617      339,165

 Operating
  expenses:
  Cost of
   billable
   services             23,096       23,285       94,983       92,781
  Cost of free
   services              2,474        1,869        7,393        9,659
  Sales and
   marketing            47,962       36,587      178,905      120,611
  Product
   development           7,966        5,368       27,422       21,879
  General and
   administrative       10,918        7,014       37,569       29,059
  Stock-based
   compensation (1)        517           --        2,449           42
  Amortization of
   intangible
   assets                7,651        3,964       20,403       15,856
  Restructuring
   charges                  --          --            --         (215)
                     ---------    ---------    ---------    ---------
  Total operating
   expenses            100,584       78,087      369,124      289,672
                              
                     ---------    ---------    ---------    ---------

 Operating income       19,036       18,861       79,493       49,493

  Interest and
   other income,
   net                     646        1,224        3,936        4,636
                     ---------    ---------    ---------    ---------

 Income before
  income taxes          19,682       20,085       83,429       54,129

  Benefit for
   income taxes        (60,507)      (4,340)     (34,051)        (754)
                     ---------    ---------    ---------    ---------
                                               
 Net income          $  80,189    $  24,425    $ 117,480    $  54,883
                     =========    =========    =========    =========

 Basic net income
  per share          $    1.33    $    0.38    $    1.91    $    0.87
                     =========    =========    =========    =========
                                             
 Diluted net income
  per share          $    1.26    $    0.35    $    1.79    $    0.80
                     =========    =========    =========    =========
                                         
 Shares used to
  calculate basic
  net income per
  share                 60,307       64,166       61,404       63,369
                     =========    =========    =========    =========
                                
 Shares used to
  calculate diluted
  net income per
  share                 63,870       68,878       65,598       68,752
                     =========    =========    =========    =========
                            
 Shares outstanding
  at end of period      61,074       63,944       61,074       63,944
                     =========    =========    =========    =========

 (1) Stock-based
  compensation is
  allocated as
  follows:

 Cost of billable
  services           $      16    $      --    $      16    $       4
 Sales and
  marketing               (255)          --           76            8
 Product
  development               32           --           32            2
 General and
  administrative           724           --        2,325           28
                     ---------    ---------    ---------    ---------
  Total stock-based
   compensation      $     517    $      --    $   2,449    $      42
                     =========    =========    =========    =========


                                 UNITED ONLINE, INC.
             Unaudited Condensed Consolidated Statement of Cash Flows
                                   (in thousands)

                        --------------------  --------------------
                          Three Months Ended       Years Ended
                            December 31,          December 31,
                        --------------------  --------------------
                           2004       2003       2004       2003
                        ---------  ---------  ---------  ---------
 CASH FLOWS FROM
  OPERATING
  ACTIVITIES:
 Net income:            $  80,189  $  24,425  $ 117,480  $  54,883
 Adjustments to
  reconcile net
  income to net cash
  provided by
  operating
  activities:
   Depreciation,
    amortization and
    stock-based
    compensation           10,936      5,545     31,600     23,809
   Deferred taxes,
    tax benefits and
    other                 (58,931)    (4,396)   (35,317)      (446)
   Change in
    operating assets
    and liabilities
    (excluding the
    effects of
    acquisitions):
     Accounts
     receivable              (723)    (1,310)       220     (2,753)
   

     Other assets            (674)        398    (4,122)    (2,897)


     Accounts payable
      and accrued
      liabilities           1,272      3,945     11,356      6,386
     Other
      liabilities             706         --      1,895         --
     Deferred revenue      (1,034)       382        848      4,482
                        ---------  ---------  ---------  ---------
     Net cash
      provided by
      operating
      activities           31,741     28,989    123,960     83,464
                        ---------  ---------  ---------  ---------

 CASH FLOWS FROM
  INVESTING
  ACTIVITIES:
   Purchases of
    short-term
    investments           (37,441)   (44,308)  (122,152)   (93,687)
   Proceeds from
    maturities and
    sales of
    short-term
    investments            74,059     46,947    149,737     55,602
   Purchases of
    rights, patents
    and trademarks            (10)        --       (926)        --
   Proceeds from the
    sale of
    cost-basis
    investment                 --         --         --        750
   Cash paid for
    acquistions, net
    of cash acquired      (98,168)        --   (110,102)        --
   Purchases of
    property and
    equipment              (1,312)    (3,482)   (12,510)    (8,425)
   Proceeds from
    sales of assets,
    net                        --         --         92         --
                        ---------  ---------  ---------  ---------
    Net cash used for
     investing
     activities           (62,872)      (843)   (95,861)   (45,760)
                        ---------  ---------  ---------  ---------

 CASH FLOWS FROM
  FINANCING
  ACTIVITIES:
   Payments on
    capital leases           (166)       (12)      (166)      (696)
   Repayments of
    notes receivable
    from stockholders          --         --         --      1,597
   Proceeds from
    term loan and
    line of credit, net   107,569         --    107,569         --
   Payments on line
    of credit             (10,300)        --    (10,300)        --
   Proceeds from
    employee stock
    purchase plan           1,409      1,679      3,045      2,698
  Repurchases of
   common stock              (792)   (40,002)   (74,509)   (45,614)
  Proceeds from
   exercises of stock
   options                    992        951      6,015     12,244
                        ---------  ---------  ---------  ---------
   Net cash provided
    by (used for)
    financing
    activities             98,712    (37,384)    31,654    (29,771)
                        ---------  ---------  ---------  ---------

 Change in cash and
  cash equivalents         67,581     (9,238)    59,753      7,933
 Cash and cash
  equivalents,
  beginning of period      63,406     80,472     71,234     63,301
                        ---------  ---------  ---------  ---------
 Cash and cash
  equivalents, end of
  period                $ 130,987  $  71,234  $ 130,987  $  71,234
                        =========  =========  =========  =========


                             UNITED ONLINE, INC.
           Reconciliation of Net Income to Adjusted Net Income (5)
                    (in thousands, except per-share data)

             ---------------------------- ----------------------------
                  Three Months Ended           Three Months Ended
                  December 31, 2004            December 31, 2003
             ---------------------------- ----------------------------
                       Adjust-                      Adjust-
             Reported   ments    Adjusted Reported   ments   Adjusted
             -------- --------   -------- -------- --------  --------
 Revenues:
  Billable
   services  $108,530 $     --   $108,530 $ 87,993 $     --  $ 87,993
  Advertising
   and 
   commerce    11,090       --     11,090    8,955       --     8,955
             -------- --------   -------- -------- --------  --------
   Total
    revenues  119,620       --    119,620   96,948       --    96,948
 Operating
  expenses:
   Cost of
    billable
    services   23,096       --     23,096   23,285       --    23,285
   Cost of 
    free
    services    2,474       --      2,474    1,869       --     1,869
   Sales and
    marketing  47,962       --     47,962   36,587       --    36,587
   Product
    develop-
    ment        7,966       --      7,966    5,368       --     5,368
   General 
    and
    admin-
    istrative  10,918      (10)(a) 10,908    7,014       --     7,014
   Stock-
    based
    compen-
    sation        517     (517)(b)     --       --       --        --
   Amortiza-
    tion
    of
    intangible
    assets      7,651   (7,651)(c)     --    3,964   (3,964)(c)    --
             -------- --------   -------- -------- --------  --------
    Total
     operating
     expenses 100,584   (8,178)    92,406   78,087   (3,964)   74,123
             -------- --------   -------- -------- --------  --------

 Operating
  income       19,036    8,178     27,214   18,861    3,964    22,825

  Interest 
   and
   other
   income, 
   net            646       --        646    1,224       --     1,224
             -------- --------   -------- -------- --------  --------

 Income 
  before
  income 
  taxes        19,682    8,178     27,860   20,085    3,964    24,049

 Provision 
  for
  income 
  taxes       (60,507)  71,722(d)  11,215   (4,340)  13,883(d)  9,543
             -------- --------   -------- -------- --------  --------
 Net income  $ 80,189 $(63,544)  $ 16,645 $ 24,425 $ (9,919)  $14,506
             ======== ========   ======== ======== ========  ========

 Basic net
  income
  per share  $   1.33            $   0.28 $   0.38           $   0.23
             ========            ======== ========           ========
 Diluted net
  income per
  share      $   1.26            $   0.26 $   0.35           $   0.21
             ========            ======== ========           ========

 Shares used 
  to
  calculate
  basic net
  income per
  share        60,307              60,307   64,166             64,166
             ========            ======== ========           ========
 Shares used 
  to
  calculate
  diluted net
  income per
  share        63,870              63,870   68,878             68,878
             ========            ======== ========           ========
 Shares
  outstanding
  at end of
  period       61,074              61,074   63,944             63,944
             ========            ======== ========           ========


 --------------------------------------------------------------------
 (a)  Elimination of facility-exit costs incurred as a result of the 
      relocation of the Company's corporate offices.
 (b)  Elimination of stock-based compensation.
 (c)  Elimination of amortization of intangible assets.
 (d)  Elimination of benefit recognized for deferred tax assets and 
      income tax effect of adjusting entries.


                               UNITED ONLINE, INC.
              Reconciliation of Net Income to Adjusted Net Income (5)
                     (in thousands, except per-share data)


              --------------------------- ----------------------------
                       Year Ended                  Year Ended 
                    December 31, 2004           December 31, 2003
              --------------------------- ----------------------------
                        Adjust-                     Adjust-
              Reported   ments   Adjusted Reported   ments   Adjusted
              -------- --------  -------- -------- --------  --------
 Revenues:
 Billable
  services   $410,821 $     --  $410,821 $306,086 $     --   $306,086
 Advertising
  and
  commerce     37,796       --    37,796   33,079       --     33,079
             -------- --------  -------- -------- --------   --------
 Total
  revenues    448,617       --   448,617  339,165       --    339,165
 Operating
  expenses:
 Cost of
  billable
  services     94,983       --    94,983   92,781      (37)(d) 92,744
 Cost of
  free
  services      7,393       --     7,393    9,659       --      9,659
 Sales and
  marketing   178,905       --   178,905  120,611      (26)(d)120,585
 Product
  development  27,422       --    27,422   21,879     (265)(d) 21,614
 General and
  admin-
  istrative    37,569   (3,257)(a)34,312   29,059     (106)(d) 28,953
 Stock-based
  compen-
  sation        2,449   (2,449)(b)    --       42      (42)(b)    --
 Amortization
  of
  intangible
  assets       20,403  (20,403)(c)    --   15,856  (15,856)(c)    --
 Restructuring
  charges          --       --        --     (215)     215        --
             -------- --------  -------- --------  --------  --------
 Total
  operating
  expenses     369,124  (26,109)  343,015  289,672 (16,117)   273,555
              -------- --------  -------- -------- --------  --------

 Operating
  income        79,493   26,109   105,602   49,493   16,117    65,610

  Interest
   and other
   income,
   net           3,936       --     3,936    4,636       --     4,636
              -------- --------  -------- --------  --------  --------

 Income
  before
  income
  taxes         83,429   26,109   109,538   54,129   16,117    70,246

 Provision
  for income
  taxes        (34,051)  78,230(e) 44,179     (754)  19,944(e) 19,190

              -------- --------  -------- -------- --------  --------
 Net income   $117,480 $(52,121) $ 65,359 $ 54,883 $ (3,827) $ 51,056
              ======== ========  ======== ======== ========  ========

 Basic net
  income per
  share       $   1.91          $   1.06 $   0.87            $   0.81
              ========          ======== ========            ========
 Diluted net
  income per
  share       $   1.79          $   1.00 $   0.80            $   0.74
              ========          ======== ========            ========

 Shares used
  to calculate
  basic net
  income per
  share         61,404            61,404   63,369              63,369
              ========          ======== ========            ========
 Shares used
  to
  calculate
  diluted
  net income
  per share     65,598            65,598   68,752              68,752
              ========          ======== ========            ========
 Shares
  outstanding
  at end of
  period        61,074            61,074   63,944              63,944
              ========          ======== ========            ========


 ---------------------------------------------------------------------
 (a)  Elimination of facility-exit costs incurred as a result of the 
      relocation of the Company's corporate offices.
 (b)  Elimination of stock-based compensation.
 (c)  Elimination of amortization of intangible assets.
 (d)  Elimination of merger-related charges.
 (e)  Elimination of benefit recognized for deferred tax assets and 
      income tax effect of adjusting entries.


                            UNITED ONLINE, INC.
                 Reconciliation of Non-GAAP Financial Data
                               (in thousands)

                      Three Months Ended         Year Ended
                          December 31,          December 31,
                      -------------------   -------------------
                        2004       2003       2004       2003
                      --------   --------   --------   --------
  
 Adjusted Operating
  Income Before
  Depreciation and
  Amortization (1)
 Operating income     $ 19,036   $ 18,861   $ 79,493   $ 49,493
   Depreciation          2,768      1,581      8,003      7,911
   Amortization          7,651      3,964     20,403     15,856
                      --------   --------   --------   --------
 Operating income
  before
  depreciation and
  amortization          29,455     24,406    107,899     73,260
                      --------   --------   --------   --------
   Stock-based
    compensation           517         --      2,449         42
   Restructuring
    and merger-
    related
    charges (a)             --         --         --        219
   Facility-exit
    costs (b)               10         --      3,257         --
                      --------   --------   --------   --------

 Adjusted operating
  income before
  depreciation and
  amortization        $ 29,982   $ 24,406   $113,605   $ 73,521
                      ========   ========   ========   ========



                       Three Months Ended        Year Ended
                          December 31,          December 31,
                      -------------------   -------------------
                        2004       2003       2004       2003
                      --------   --------   --------   --------
 Free Cash Flow (6)
 Net cash provided
  by operating
  activities          $ 31,741   $ 28,989   $123,960   $ 83,464
 Add (deduct):
   Capital
    expenditures        (1,312)    (3,482)   (12,510)    (8,425)
   Cash paid for
    restructuring
    and merger-
    related
    charges (a)             --         --         --      1,915
   Cash paid for
    relocation
    costs (c)              200         --      6,410         --
                      --------   --------   --------   --------
 Free cash flow       $ 30,629   $ 25,507   $117,860   $ 76,954
                      ========   ========   ========   ========


 ---------------------------------------------------------------------

 (a) Represents restructuring and merger-related costs incurred in
 connection with the merger of Juno and NetZero and the acquisition 
 of certain assets of BlueLight.com. These costs are primarily
 attributable to stay bonuses, contract termination fees, write-off 
 of leasehold improvements and employee severance payments.

 (b) Represents costs incurred in connection with the relocation of 
 the Company's corporate offices. These costs are primarily 
 attributable to lease termination fees and accelerated depreciation 
 incurred in connection with terminated leases.

 (c) Represents cash payments made in connection with the relocation 
 of the Company's corporate offices. These payments relate primarily 
 to lease termination fees and capital expenditures for the new 
 corporate offices.


                          UNITED ONLINE, INC.
  Selected Quarterly Historical Financial Data and Key Metrics (a) 
  (in thousands, except per share amounts, number of employees 
                           and where noted)



                    Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31,
                      2004      2004      2004      2004      2003
                   --------- --------- --------- --------- ---------
 Total revenues     $119,620  $110,704  $110,618  $107,675  $ 96,948

 Net income         $ 80,189  $ 12,620  $ 12,310  $ 12,361  $ 24,425

 Net income per 
  diluted share     $   1.26  $   0.19  $   0.19  $   0.18  $   0.35

 Pay accounts (2)      4,826     3,232     3,189     3,095     2,892

 Active accounts 
  (2) (in millions)     15.2       6.6       6.8       5.4       5.3 

 Number of 
  employees at end 
  of period              742       598       582       504       499

 Annualized revenue 
  per average 
  employee (8)      $    714  $    751  $    815  $    859  $    787 

 (a) More information on the financial results for these quarters can
     be found in the company's filings with the Securities and 
     Exchange Commission.

                            UNITED ONLINE, INC.
            Analysis of Pay Accounts (a) and Subscriptions
                              (in thousands)

                    Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31,
                      2004      2004      2004      2004      2003
                   --------- --------- --------- --------- ---------
 Internet access       3,100     3,111     3,102     3,083     2,890

 Other Web services    2,886     1,239     1,125       924       645
                   --------- --------- --------- --------- ---------
  Total 
   subscriptions (b)   5,986     4,350     4,227     4,007     3,535
                   ========= ========= ========= ========= =========


 Total pay 
  accounts (c)         4,826     3,232     3,189     3,095     2,892 
 Accelerator 
  penetration (d)         36%       35%       32%       29%       22%

 -------------------------------------------------------------------
 (a) A pay account represents a unique billing relationship with a
 customer who subscribes to one or more of the company's services. A
 pay account does not equate to a unique subscriber since one
 subscriber could have several accounts.

 (b) A subscription represents a unique subscription to any 
 individual pay service offered by the company. Internet access and 
 accelerated dial-up are counted as two subscriptions, although most 
 subscribers to the accelerated service purchase it bundled with our 
 standard Internet access. Individual pay services include Internet 
 access, community-based networking, accelerator services, premium 
 email, Web-hosting and domain name registration, and premium content
 subscriptions. 

 (c) Total pay accounts include Internet access, community-based 
 networking, premium email, Web-hosting and domain name registration, 
 and premium content accounts.

 (d) Defined as accelerator subscriptions divided by Internet access 
 subscriptions.


            

Contact Data