United Online Reports Fourth-Quarter and Fiscal 2005 Results and Declares Quarterly Cash Dividend




                 Quarterly Revenues of $130.2 Million
              Quarterly Operating Income of $22.1 Million
               Quarterly Adjusted OIBDA of $34.6 Million
              Quarterly Cash Dividend of $0.20 per Share

WOODLAND HILLS, Calif., Feb. 9, 2006 (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, 2005. The company also announced that its Board of Directors has declared a quarterly cash dividend of $0.20. The dividend is payable on February 28, 2006 to shareholders of record as of the close of business on February 14, 2006.

Summary of December 2005 Quarter Results:



 -- Total revenues for the quarter were $130.2 million, up 9% 
    versus $119.6 million for the year-ago quarter.

 -- Operating income for the quarter was $22.1 million, or 17.0% of 
    revenues, up 16% versus operating income of $19.0 million, or 
    15.9% of revenues, in the year-ago quarter.

 -- Adjusted operating income before depreciation and amortization 
    ("OIBDA")(1) for the quarter was a record $34.6 million, or 
    26.6% of revenues, an increase of 15% versus adjusted OIBDA of 
    $30.0 million, or 25.1% of revenues, in the year-ago quarter.

 -- Pay accounts(2) decreased by 31,000 during the quarter to 5.0 
    million; subscriptions(3) increased by 1,000 to 6.4 million; 
    active accounts(2) totaled 17.6 million at December 31, 2005.  

 -- Net income for the quarter was $12.4 million, or $0.19 per share, 
    versus $80.2 million, or $1.27 per share, for the year-ago 
    quarter. The year-ago quarter results include a tax benefit of 
    $68.6 million, or $1.09 per share, related to the recognition of a 
    portion of the company's deferred tax assets. Excluding the 
    benefit, net income for the year-ago quarter was $11.6 million, or 
    $0.18 per share. 

 -- Adjusted net income(4) for the quarter was a record $18.6 million, 
    an increase of 12% versus $16.6 million for the year-ago quarter. 
    On a per share basis, adjusted net income for the quarter was 
    $0.28 per share, an increase of 8% versus $0.26 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 $22.8 million for the quarter, 
    versus $31.7 million for the year-ago quarter.

 -- Free cash flow(5) for the quarter was $17.6 million, versus 
    $30.6 million for the year-ago quarter.

Summary of Fiscal 2005 Results:



 -- Total revenues for 2005 were a record $525.1 million, up 17% 
    versus $448.6 million for 2004.

 -- Operating income for 2005 was a record $86.6 million, or 16.5% of 
    revenues, up 9% versus operating income of $79.5 million, or 17.7% 
    of revenues, in 2004.

 -- Adjusted OIBDA for 2005 was a record $133.8 million, or 25.5% of 
    revenues, an increase of 18% versus adjusted OIBDA of $113.6 
    million, or 25.3% of revenues, in 2004.

 -- Net income for 2005 was $47.1 million, or $0.74 per share, versus 
    $117.5 million, or $1.81 per share, for 2004. Net income for 2004 
    included a tax benefit of $68.6 million, or $1.06 per share.  
    Excluding these benefits, net income for 2004 was $48.9 million, 
    or $0.75 per share. 

 -- Adjusted net income for 2005 was $71.1 million, an increase of 9% 
    versus $65.4 million for 2004.  On a per share basis, adjusted net 
    income for 2005 was $1.09 per share, an increase of 8% versus 
    $1.01 per share for 2004.  Adjusted net income is calculated in a 
    manner consistent with the analyst consensus estimate as reported 
    by First Call.

 -- Cash flows from operations were $137.0 million for 2005, an 
    increase of 11% versus $124.0 million for 2004.

 -- Free cash flow for 2005 was $115.4 million, versus $117.9 million 
    for 2004.

"We are pleased to report our fourth consecutive year of record revenues, operating income and adjusted OIBDA," said Mark R. Goldston, chairman, CEO and president of United Online. "Our access business continued to generate significant cash flows and profitability while the growth we experienced in 2005 was driven by our diversification into non-access businesses, particularly our Classmates social networking unit. During the fourth quarter we launched our VoIP initiative under the NetZero Voice brand name, which grew to 14,000 subscriptions and 44,000 active accounts at December 31, 2005. Going forward, we intend to continue to invest in our diversification strategy while maintaining our overall corporate focus on disciplined financial results."

"United Online grew its social networking and other web service pay accounts by 25% during 2005 and completed the year with these non-access businesses representing 43% of our total pay account base," said Charles S. Hilliard, executive vice president and CFO of United Online. "Beyond growing our non-access businesses in 2005, we also demonstrated our ability to manage the profitability and cash flow contribution of our access business, which declined by a net 125,000 pay accounts during the fourth quarter."

Additional Highlights:



 -- Billable services margin(6) was 78.1% for the December 2005 
    quarter, versus 78.7% for the year-ago quarter.

 -- Cash balances at December 31, 2005 were $244.4 million, including 
    cash, cash equivalents and short-term investments.  During the 
    quarter, the company repaid $4.1 million of its senior term loan 
    facility, bringing the balance of the facility to $54.2 million at 
    December 31, 2005.  On January 3, 2006, the company retired the 
    remaining $54.2 million balance on its senior term loan facility.

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. Stock-based compensation includes the estimated impact of expensing stock options under Financial Accounting Standards Board Statement No. 123R, "Share-Based Payment", which the company adopted effective January 1, 2006.

Following is the company's guidance for the March 2006 quarter and the year ending December 31, 2006:



                              ----------------        ----------------
 (in millions)                 Mar '06 Q Est.             CY'06 Est.
                              ----------------        ----------------
 Operating income              $16.8 -- $18.8          $73.6 -- $79.6
  Depreciation                      4.8                     20.5
  Amortization                      4.4                     15.9
  Stock-based compensation          6.0                     21.0
                              ----------------        ----------------
 Adjusted operating income 
  before depreciation and 
  amortization(1)              $32.0 -- $34.0         $131.0 -- $137.0
                              ----------------        ----------------
 Weighted average diluted 
  shares                        66.5 -- 67.5            67.5 -- 68.5

 -- Total revenues for the March 2006 quarter are estimated to be 
    between approximately $125 million and approximately $128 million.

 -- The company estimates that total pay accounts will be between 
    approximately 5.0 million and approximately 5.1 million at March 
    31, 2006.

(1) Adjusted operating income before depreciation and amortization (adjusted OIBDA) is defined as operating income before depreciation, amortization, stock-based compensation and facility-exit costs. Management believes that because adjusted OIBDA excludes (1) certain non-cash expenses (such as depreciation, amortization and stock-based compensation); and (2) items that management believes are not reflective of the company's core operating results over time (non-recurring facility-exit costs in the quarter and year ended December 31, 2004 related to the relocation of the company's corporate offices), 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. Management uses adjusted OIBDA to measure the company's performance and previously monitored adjusted OIBDA to ensure compliance with specific financial performance covenants under its term loan, which was repaid in January 2006. 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. A limitation associated with the use of adjusted OIBDA is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the company's business. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock compensation expenses related to the company's workforce. Management compensates for this limitation by providing supplemental information about stock compensation expense on the face of the consolidated statements of operations. Management does not believe either of these limitations is material, particularly when such measure is disclosed with its most comparable GAAP financial measure, operating income. A reconciliation to operating income is 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, VoIP, social 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 and the number of free photo-sharing users that logged on to the service at least once 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) Adjusted net income is defined as net income before the after-tax effect of amortization of intangible assets, stock-based compensation and facility-exit costs. 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 (1) certain non-cash expenses (such as amortization and stock-based compensation); and (2) other items which management believes are not reflective of the company's core operating results over time (non-recurring facility-exit costs in the quarter and year ended December 31, 2004 related to the relocation of the company's corporate offices). Management also uses adjusted net income for this purpose. 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. The limitations of adjusted net income are that, similar to adjusted OIBDA, it does not include certain costs, and the term adjusted net income does not have a standardized meaning. Therefore, other companies may use the same, or a similarly named measure but exclude different items, which may not provide investors a comparable view of the company's performance in relation to other companies in the same industry. Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of adjusted net income in this earnings release and by providing a reconciliation that shows and describes the adjustments made. Management does not believe these limitations are material, particularly when such measure is disclosed with its most comparable GAAP financial measure, net income. A reconciliation to net income is provided in the accompanying tables.

(5) Free cash flow is defined as net cash provided by operating activities before cash paid for relocation 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 (non-recurring facility-exit costs in the quarter and year ended December 31, 2004 related to the relocation of the company's corporate offices). This measure is used by management, and may also be useful for investors, to assess the company's ability to pay its quarterly dividend, repay debt obligations and generate cash flow for a variety of strategic opportunities, including reinvestment in the business, and effecting potential acquisitions and 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. The limitation of free cash flow is that it excludes cash paid for non-recurring relocation costs during certain periods. Management does not believe that this is a material limitation, particularly when such measure is disclosed with its most comparable GAAP financial measure, net cash provided by operating activities. A reconciliation to net cash provided by operating activities is provided in the accompanying tables.

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

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; changes in pay accounts; weighted average diluted shares; depreciation and amortization; and stock-based compensation. 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 changes in marketing expenditures or shifts in marketing expenditures to support new products and services; 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, restricted stock units and stock options, stock repurchases, fluctuations in the company's stock price or other factors; the impact of new product releases, including VoIP; changes in the projected amortization and depreciation figures due to capital spending or other factors; potential impairment of goodwill and intangibles; changes in usage by subscribers, additional telecommunications costs or other factors negatively impacting the company's billable services margin; changes in active accounts; the company's inability to maintain its agreements with telecommunications providers on attractive terms; the company's ability to successfully integrate acquisitions; 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."

About United Online

United Online, Inc. (Nasdaq:UNTD) is a leading provider of consumer Internet subscription services through a number of brands, including NetZero, NetZero Voice, Juno and Classmates. The company's services include Internet access, accelerated dial-up services, Voice-over-Internet Protocol (VoIP) calling plans, premium email, personal Web hosting and domain services, photo-sharing services and social networking. At December 31, 2005, United Online had 900 employees worldwide. United Online is headquartered in Woodland Hills, CA, with offices in New York City, NY; Renton, WA; San Francisco, CA; Orem, UT; Munich, Germany; and Hyderabad, India. For more information about United Online and its Internet 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.



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


                                         December 31,   December 31, 
                                             2005           2004
                                          ----------     ----------
 ASSETS

  Cash, cash equivalents and short-term
   investments                            $  244,362     $  232,793
  Accounts receivable, net                    19,201         17,534
  Deferred tax assets, net                    68,355         76,203
  Property and equipment, net                 33,093         27,006
  Goodwill and intangible assets, net        139,837        147,016
  Other assets                                16,340         19,300
                                          ----------     ----------
    Total assets                          $  521,188     $  519,852
                                          ==========     ==========
 LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                        $   46,955     $   45,379
  Accrued liabilities                         36,249         18,320
  Deferred revenue                            56,284         50,954
  Capital leases                                 698          1,319
  Term loan                                   54,208        100,000
  Other liabilities                            4,379          2,181
                                          ----------     ----------
    Total liabilities                        198,773        218,153
                                          ----------     ----------

  Stockholders' equity                       322,415        301,699

                                          ----------     ----------
   Total liabilities and stockholders'
    equity                                $  521,188     $  519,852
                                          ==========     ==========


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

                        Three Months Ended            Year Ended 
                           December 31,              December 31,
                      ----------------------    ----------------------
                         2005         2004         2005         2004
                      ---------    ---------    ---------    ---------
 Revenues:
  Billable services   $ 114,591    $ 108,530    $ 465,980    $ 410,821
  Advertising and
   commerce              15,641       11,090       59,081       37,796
                      ---------    ---------    ---------    ---------
   Total revenues       130,232      119,620      525,061      448,617
 Operating expenses:
  Cost of billable
   services              25,057       23,096       97,974       94,983
  Cost of free
   services               3,132        2,474       12,515        7,393
  Sales and marketing    48,306       47,962      208,338      178,905
  Product development    10,902        7,966       38,940       27,422
  General and
   administrative        12,718       10,918       48,983       37,569
  Stock-based
   compensation (a)       3,120          517        9,952        2,449
  Amortization of
   intangible assets      4,915        7,651       21,799       20,403
                      ---------    ---------    ---------    ---------
   Total operating
    expenses            108,150      100,584      438,501      369,124
                      ---------    ---------    ---------    ---------

 Operating income        22,082       19,036       86,560       79,493

 Interest and other
  income, net             2,201          902        6,885        5,138
 Interest expense        (1,328)        (256)      (6,073)      (1,202)
                      ---------    ---------    ---------    ---------

 Income before
  income taxes           22,955       19,682       87,372       83,429

  Provision for
   income taxes          10,581      (60,507)      40,245      (34,051)

                      ---------    ---------    ---------    ---------
 Net income           $  12,374    $  80,189    $  47,127    $ 117,480
                      =========    =========    =========    =========
 Basic net income
  per share           $    0.20    $    1.33    $    0.77    $    1.91
                      =========    =========    =========    =========
 Diluted net income
  per share           $    0.19    $    1.27    $    0.74    $    1.81
                      =========    =========    =========    =========
 Shares used to
  calculate basic
  net income per
  share                  61,899       60,307       61,135       61,404
                      =========    =========    =========    =========
 Shares used to
  calculate diluted
  net income per
  share                  64,996       63,250       63,815       65,012
                      =========    =========    =========    =========
 Shares outstanding
  at end of period       62,606       61,074       62,606       61,074
                      =========    =========    =========    =========

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



 Cost of billable
  services            $      52    $      16    $     183    $      16
 Sales and marketing        333         (255)         954           76
 Product development        327           32        1,069           32
 General and
  administrative          2,408          724        7,746        2,325
                      ---------    ---------    ---------    ---------
  Total stock-based
   compensation       $   3,120    $     517    $   9,952    $   2,449
                      =========    =========    =========    =========


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

                             Three Months Ended       Year Ended 
                               December 31,          December 31,
                           --------------------  --------------------
                             2005       2004       2005       2004
                           ---------  ---------  ---------  ---------
 CASH FLOWS FROM OPERATING 
  ACTIVITIES:
 Net income                $  12,374  $  80,189  $  47,127  $ 117,480

 Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
 Depreciation,
  amortization and
  stock-based compensation    12,538     10,936     47,232     31,600
 Deferred taxes, tax
  benefits and other           4,165    (58,931)    17,495    (35,317)

 Change in operating
  assets and liabilities
  (excluding the effects
  of acquisitions):
 Accounts receivable           1,678       (723)    (1,669)       220
 Other assets                 (1,764)      (674)     1,806     (4,122)
 Accounts payable and
  accrued liabilities         (5,231)     1,272     17,677     11,356
 Other liabilities                45        706      2,198      1,895
 Deferred revenue             (1,034)    (1,034)     5,181        848
                           ---------  ---------  ---------  ---------
 Net cash provided by
  operating activities        22,771     31,741    137,047    123,960
                           ---------  ---------  ---------  ---------

 CASH FLOWS FROM INVESTING
  ACTIVITIES:
 Purchases of short-term
  investments                (38,151)   (99,466)  (320,869)  (329,083)
 Proceeds from maturities
  and sales of short-term
  investments                101,755    119,234    353,333    344,519
 Purchases of rights,
  patents and trademarks          (8)       (10)    (5,562)      (926)
 Cash paid for
  acquisitions, net of
  cash acquired                   --    (98,168)    (8,638)  (110,102)
 Purchases of property and
  equipment                   (5,199)    (1,312)   (21,653)   (12,510)
 Proceeds from sales of
  assets, net                     --         --         --         92
                           ---------  ---------  ---------  ---------
 Net cash provided by
  (used for) investing
  activities                  58,397    (79,722)    (3,389)  (108,010)
                           ---------  ---------  ---------  ---------

 CASH FLOWS FROM FINANCING
  ACTIVITIES:
 Payments on capital
  leases                         (91)      (166)      (621)      (166)
 Proceeds from term loan
  and line of credit, net         --    107,569         --    107,569
 Payments on term loan        (4,125)   (10,300)   (45,792)   (10,300)
 Payment for dividends       (12,808)        --    (38,067)        --
 Proceeds from employee
  stock purchase plan          1,491      1,409      3,169      3,045
 Repurchases of common
  stock                           --       (792)   (14,206)   (74,509)
 Proceeds from exercises
  of stock options             1,142        992      5,874      6,015
                           ---------  ---------  ---------  ---------
 Net cash provided by
  (used for) financing
  activities                 (14,391)    98,712    (89,643)    31,654
                           ---------  ---------  ---------  ---------

 Effect of exchange rate
  changes on cash and cash
  equivalents                    (39)        --       (130)        --

 Change in cash and cash
  equivalents                 66,738     50,731     43,885     47,604
 Cash and cash
  equivalents, beginning
  of period                   33,659      5,781     56,512      8,908
                           ---------  ---------  ---------  ---------
 Cash and cash
  equivalents, end of
  period                   $ 100,397  $  56,512  $ 100,397  $  56,512
                           =========  =========  =========  =========


                          UNITED ONLINE, INC.
         Reconciliation of Net Income to Adjusted Net Income (4)
                 (in thousands, except per-share data)



                            Three Months Ended         Year Ended 
                                December 31,          December 31,
                           --------------------  --------------------
                              2005       2004       2005       2004
                           ---------  ---------  ---------  ---------
 Net income                $  12,374  $  80,189  $  47,127  $ 117,480
 Add:
  Facility-exit costs (a)         --         10         --      3,257
  Stock-based compensation     3,120        517      9,952      2,449
  Amortization of
   intangible assets           4,915      7,651     21,799     20,403
                           ---------  ---------  ---------  ---------
                              20,409     88,367     78,878    143,589


 Income tax effect of
  adjusting entries and
  re-measurement of
  certain deferred tax
  assets                      (1,819)   (71,722)    (7,769)   (78,230)
                           ---------  ---------  ---------  ---------
 Adjusted net income       $  18,590  $  16,645  $  71,109  $  65,359
                           =========  =========  =========  =========
 Adjusted basic net income
  per share                $    0.30  $    0.28  $    1.16  $    1.06
                           =========  =========  =========  =========
 Adjusted diluted net
  income per share         $    0.28  $    0.26  $    1.09  $    1.01
                           =========  =========  =========  =========

 Shares used to calculate
  adjusted basic net
  income per share            61,899     60,307     61,135     61,404
                           =========  =========  =========  =========
 Shares used to calculate
  adjusted diluted net
  income per share (b)        66,236     63,250     65,127     65,012
                           =========  =========  =========  =========
 ---------------------------------------------------------------------
 (a) Facility-exit costs incurred as a result of the relocation of the
     company's corporate offices. These costs are attributable to lease
     termination fees and accelerated depreciation incurred in connection
     with terminated leases.

 (b) Includes the adjustment of shares used to calculate diluted net
     income per share resulting from the elimination of stock-based
     compensation.


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


                          Three Months Ended        Year Ended 
                             December 31,          December 31,
                         --------------------  --------------------
                            2005       2004       2005       2004
                         ---------  ---------  ---------  ---------
 Adjusted Operating Income
  Before Depreciation and
  Amortization (1)
 Operating income        $  22,082  $  19,036  $  86,560  $  79,493
  Depreciation               4,503      2,768     15,481      8,003
  Amortization               4,915      7,651     21,799     20,403
                         ---------  ---------  ---------  ---------
 Operating income before
  depreciation and
  amortization              31,500     29,455    123,840    107,899
  Stock-based compensation   3,120        517      9,952      2,449
  Facility-exit costs (a)       --         10         --      3,257
                         ---------  ---------  ---------  ---------
 Adjusted operating income
  before depreciation and
  amortization           $  34,620  $  29,982  $ 133,792  $ 113,605
                         =========  =========  =========  =========

                          Three Months Ended        Year Ended 
                             December 31,          December 31,
                         --------------------  --------------------
                            2005       2004       2005       2004
                         ---------  ---------  ---------  ---------
 Free Cash Flow (5)
 Net cash provided by
  operating activities   $  22,771  $  31,741  $ 137,047  $ 123,960
 Add (deduct):
  Capital expenditures      (5,199)    (1,312)   (21,653)   (12,510)
  Cash paid for 
   relocation costs (b)         --        200         --      6,410
                         ---------  ---------  ---------  ---------
 Free cash flow          $  17,572  $  30,629  $ 115,394  $ 117,860
                         =========  =========  =========  =========

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

 (b) 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)


                  Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31, 
                    2005      2005      2005      2005      2004
                  --------  --------  --------  --------  --------
 Total revenues
  (in thousands)  $130,232  $132,778  $131,520  $130,531  $119,620
 Net income (in
  thousands)      $ 12,374  $ 12,594  $ 10,672  $ 11,487  $ 80,189 (b)
 Net income per
  diluted share   $   0.19  $   0.20  $   0.17  $   0.18  $   1.27
 Pay accounts
  (2) (in
  thousands)         5,009     5,040     5,033     4,952     4,826
 Active accounts
  (2) (in
  millions)           17.6      16.9      16.9      17.0      15.2
 Number of
  employees at
  end of period        900       868       828       769       742

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

 (b) Includes $68.6 million tax benefit related to the recognition of 
     a portion of the company's deferred tax assets.


                            UNITED ONLINE, INC.
                Analysis of Pay Accounts (2) and Subscriptions (3)
                               (in thousands)

                  Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,  Dec. 31, 
                    2005      2005      2005      2005      2004
                  --------  --------  --------  --------  --------
 Internet access     2,855     2,980     3,078     3,130     3,100
 Non-access 
  services (a)       2,154     2,060     1,955     1,822     1,726
                  --------  --------  --------  --------  --------
  Total pay 
   accounts (2)      5,009     5,040     5,033     4,952     4,826
                  ========  ========  ========  ========  ========

 Internet access     2,855     2,980     3,078     3,130     3,100
 Accelerator         1,214     1,205     1,196     1,170     1,105
 Non-access 
  services (a)       2,303     2,186     2,064     1,900     1,781
                  --------  --------  --------  --------  --------
  Total 
   subscriptions 
   (3)               6,372     6,371     6,338     6,200     5,986
                  ========  ========  ========  ========  ========

 ---------------------------------------------------------------------
 (a) Non-access services include VoIP, social networking, premium 
     email, Web-hosting and domain name registration, premium content 
     and photo sharing.


            

Coordonnées