UNITED ONLINE INC filed this 10-K on 20140313
Document OutlineEntire Document (10.2 MB)Subdocument - 10-K - 10-K Page 1 - UNITED STATES Page 2 - UNITED ONLINE, INC. Page 3 - trends, including those in the markets in which we compete; liquidity; cash flows and uses of cash; Page 4 - PART I Page 5 - Services revenues. Page 6 - International. Page 7 - Loyalty Marketing Page 8 - Competition Page 9 - Internet Access Services. Page 10 - Technology Page 11 - Proprietary Rights Page 12 - Available Information Page 13 - In connection with the FTD Spin-Off Transaction, FTD indemnified us for certain liabilities and we i Page 14 - RISKS RELATING TO OUR BUSINESS GENERALLY Page 15 - We may be unable to maintain or grow our advertising revenues. Reduced advertising revenues may redu Page 16 - Failure to have a successful strategy that aligns with technology advances and trends could adversel Page 17 - Governmental regulation of the collection and use of personal information or our failure to comply w Page 18 - Our business is subject to online security risks and a security breach or inappropriate access to, o Page 19 - Changes in laws and regulations and new laws and regulations may adversely affect our business, fina Page 20 - Our intellectual property and proprietary rights are important to our businesses. Page 21 - Fluctuations in foreign currency exchange rates could adversely affect comparisons of our operating Page 22 - We have a new president and chief executive officer, as well as a new general counsel, and our chief Page 23 - Foreign, state and local governments may attempt to impose additional income taxes, sales and use ta Page 24 - Our businesses could be shut down or severely impacted by a catastrophic event. Page 25 - ADDITIONAL RISKS RELATING TO OUR CONTENT MEDIA SEGMENT Page 26 - Failure to increase or maintain the number of visitors to our websites and members for our social ne Page 27 - ADDITIONAL RISKS RELATING TO OUR COMMUNICATIONS SEGMENT Page 28 - Our mobile broadband service may not be commercially successful. Page 29 - ITEM 1B. UNRESOLVED STAFF COMMENTS Page 30 - N/A Page 31 - N/A Page 32 - N/A Page 33 - ITEM 4. MINE SAFETY DISCLOSURES Page 34 - PART II Page 35 - Performance Graph Page 36 - N/A Page 37 - ITEM 6. SELECTED FINANCIAL DATA Page 38 - ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Page 39 - FTD Spin-Off Transaction Page 40 - Churn. Page 41 - Critical Accounting Policies, Estimates and Assumptions Page 42 - N/A Page 43 - Goodwill Page 44 - Annual Goodwill Impairment Assessment Page 45 - Finite-Lived Intangible Assets and Other Long-Lived Assets Page 46 - Income Taxes Page 47 - Legal Contingencies Page 48 - Sales and Marketing Page 49 - Amortization of Intangible Assets Page 50 - N/A Page 51 - Year Ended December 31, 2013 compared to Year Ended December 31, 2012 Page 52 - Technology and Development Page 53 - Restructuring and Other Exit Costs Page 54 - Interest Expense Page 55 - Content Media Cost of Revenues Page 56 - Content Media General and Administrative Page 57 - Content Media Impairment of Goodwill, Intangible Assets and Long-Lived Assets Page 58 - Communications Sales and Marketing Page 59 - Communications Restructuring and Other Exit Costs Page 60 - Year Ended December 31, 2012 compared to Year Ended December 31, 2011 Page 61 - Technology and Development Page 62 - Contingent Consideration Fair Value Adjustment Page 63 - Interest Expense Page 64 - Content Media Cost of Revenues Page 65 - Content Media Technology and Development Page 66 - Content Media Impairment of Goodwill, Intangible Assets and Long-Lived Assets Page 67 - Communications Sales and Marketing Page 68 - Unallocated Corporate Expenses Page 69 - N/A Page 70 - Year Ended December 31, 2012 compared to Year Ended December 31, 2011 Page 71 - Fair Value Measurements Page 72 - Other Commitments Page 73 - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Lo Page 74 - ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page 75 - Management's Report on Internal Control Over Financial Reporting Page 76 - PART III Page 77 - PART IV Page 78 - SIGNATURES Page 79 - N/A Page 80 - EXHIBIT INDEX Page 81 - N/A Page 82 - N/A Page 83 - N/A Page 84 - N/A Page 85 - UNITED ONLINE, INC. Page 86 - Report of Independent Registered Public Accounting Firm Page 87 - CONSOLIDATED BALANCE SHEETS Page 88 - CONSOLIDATED STATEMENTS OF OPERATIONS Page 89 - CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Page 90 - N/A Page 91 - N/A Page 92 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 93 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 94 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 95 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 96 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 97 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 98 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 99 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 100 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 101 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 102 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 103 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 104 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 105 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 106 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 107 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 108 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 109 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 110 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 111 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 112 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 113 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 114 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 115 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 116 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 117 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 118 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 119 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 120 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 121 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 122 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 123 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 124 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 125 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 126 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 127 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 128 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 129 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 130 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 131 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 132 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 133 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 134 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 135 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 136 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 137 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 138 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 139 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 140 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Page 141 - N/ASubdocument - EX-3.1 - EX-3.1 Page 1 - Exhibit 3.1 Page 2 - ARTICLE 5 Page 3 - provided Page 4 - ARTICLE 6 Page 5 - ARTICLE 8 Page 6 - be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stSubdocument - EX-3.2 - EX-3.2 Page 1 - Exhibit 3.2 Page 2 - AMENDED AND RESTATED BYLAWS OF Page 3 - Voting. Page 4 - Stock Ledger. Page 5 - Business at Annual Meetings. Page 6 - provided, however, Page 7 - ARTICLE 3 Page 8 - Quorum. Page 9 - Committees. Page 10 - ARTICLE 5 Page 11 - The Chief Executive Officer, President and Senior Vice-Presidents. Page 12 - ARTICLE 6 Page 13 - Transfer of Stock. Page 14 - Checks. Page 15 - ARTICLE 8 Page 16 - Authorization of Indemnification. Page 17 - Expenses Payable in Advance. Page 18 - Limitation on Indemnification.Subdocument - EX-10.16 - EX-10.16 Page 1 - Exhibit 10.16 Page 2 - Limited Transferability Page 3 - Stockholder Rights and Dividend Equivalents Page 4 - Change of Control Page 5 - Adjustment in Shares Page 6 - Compliance with Laws and Regulations Page 7 - Construction Page 8 - IN WITNESS WHEREOF Page 9 - APPENDIX A Page 10 - Good Reason Page 11 - Stock ExchangeSubdocument - EX-10.17 - EX-10.17 Page 1 - Exhibit 10.17 Page 2 - Limited Transferability Page 3 - Change of Contro Page 4 - Adjustment in Shares Page 5 - Issuance of Shares of Common Stock Page 6 - Compliance with Laws and Regulations Page 7 - earlier Page 8 - APPENDIX A Page 9 - Involuntary Termination Page 10 - Separation from ServiceSubdocument - EX-10.18 - EX-10.18 Page 1 - Exhibit 10.18 Page 2 - DATED: , 201 Page 3 - EXHIBIT A Page 4 - Dates of Exercise Page 5 - earlier Page 6 - earliest Page 7 - N/A Page 8 - Adjustment in Option Shares Page 9 - Successors and Assigns Page 10 - Additional Terms Applicable to an Incentive Option Page 11 - Plan Prospectus Page 12 - APPENDIX Page 13 - Expiration Date Page 14 - Option Shares Page 15 - ServiceSubdocument - EX-10.19 - EX-10.19 Page 1 - Exhibit 10.19 Page 2 - DATED: , 20 Page 3 - EXHIBIT A Page 4 - Dates of Exercise Page 5 - earliest Page 6 - N/A Page 7 - Adjustment in Option Shares Page 8 - Compliance with Laws and Regulations Page 9 - Employment at Will Page 10 - Plan Prospectus Page 11 - APPENDIX Page 12 - Exercise Schedule Page 13 - 1934 Act Page 14 - ServiceSubdocument - EX-10.21 - EX-10.21 Page 1 - Exhibit 10.21 Page 2 - Common Stock Page 3 - Restricted Stock Units and Other Equity Awards. Page 4 - later Page 5 - Termination by the Company Page 6 - later Page 7 - Change in Control Page 8 - greater Page 9 - lesser Page 10 - Deferred Compensation Programs Page 11 - Amendment and Governing Law. Page 12 - N/A Page 13 - Appendix A Page 14 - EMPLOYEE PROPRIETARY INFORMATION Page 15 - (c) Proprietary Information Defined. Page 16 - (i) Non-Solicitation of Customers. Page 17 - Company Invention Ideas Page 18 - (c) Assignment. Page 19 - (f) Post-Termination Period. Page 20 - (c) Severability Page 21 - EXHIBIT ASubdocument - EX-10.22 - EX-10.22 Page 1 - Exhibit 10.22 Page 2 - Equity Compensation Page 3 - At-Will Employment Page 4 - Pro Rata Bonus Page 5 - Section 280G Page 6 - Entire Agreement Page 7 - EMPLOYEE PROPRIETARY INFORMATION Page 8 - (h) Conflicting Employment. Page 9 - (j) Non-Solicitation of Employees. Page 10 - (c) Assignment. Page 11 - 5. MISCELLANEOUS PROVISIONS. Page 12 - EXHIBIT A Page 13 - EXHIBIT ASubdocument - EX-10.28 - EX-10.28 Page 1 - Exhibit 10.28 Page 2 - IN WITNESS WHEREOF, the Company and the Employee have executed this Amendment No. 2, in the case ofSubdocument - EX-10.32 - EX-10.32 Page 1 - Exhibit 10.32 Page 2 - Payment of Accrued Obligations; Cash Payments; Equity Treatment Page 3 - Consulting Agreement Page 4 - Cooperation Following Separation Date Page 5 - Counterparts Page 6 - IN WITNESS WHEREOF, Page 7 - Consulting Payments Page 8 - COBRA Page 9 - Independent Contractor Status. Page 10 - Amendment; Waiver Page 11 - Signatures appear on the following page Page 12 - N/A Page 13 - EXHIBIT B Page 14 - A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN Page 15 - Release Delivery Date Page 16 - EMPLOYEE S ACCEPTANCE OF RELEASE Page 17 - The Company consciously intends these consequences even as to claims for damages with respect to theSubdocument - EX-10.33 - EX-10.33 Page 1 - Exhibit 10.33 Page 2 - Consulting Payments Page 3 - Termination of Consulting Period Page 4 - Responsibility for Taxes Page 5 - Governing Law; Indemnification Page 6 - IN WITNESS WHEREOF, the Company and Consultant have executed and delivered this Agreement as of theSubdocument - EX-10.37 - EX-10.37 Page 1 - Exhibit 10.37 Page 2 - COBRA Page 3 - Section 409A of the Internal Revenue Code Page 4 - Successors and Assigns Page 5 - Counterparts Page 6 - IN WITNESS WHEREOF, Page 7 - Multistate Investigation Page 8 - Expenses Page 9 - Inability to Bind the Company Page 10 - Governing Law; Indemnification Page 11 - N/A Page 12 - EXHIBIT B Page 13 - A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN Page 14 - Release Delivery Date Page 15 - EMPLOYEE S ACCEPTANCE OF RELEASESubdocument - EX-10.38 - EX-10.38 Page 1 - Exhibit 10.38 Page 2 - Multistate Investigation Page 3 - Expenses Page 4 - Inability to Bind the Company Page 5 - Captions Page 6 - IN WITNESS WHEREOF, the Company and Consultant have executed and delivered this Agreement as of theSubdocument - EX-10.42 - EX-10.42 Page 1 - Exhibit 10.42 Page 2 - IN WITNESS WHEREOF, the Company and the Employee have executed this Amendment No. 2, in the case ofSubdocument - EX-10.46 - EX-10.46 Page 1 - Exhibit 10.46 Page 2 - 2013 Fiscal Year Page 3 - employee Page 4 - IV. Page 5 - provided, however, Page 6 - GBP Page 7 - V. Page 8 - N/A Page 9 - SCHEDULE I Page 10 - Payout Level for RevenueSubdocument - EX-10.49 - EX-10.49 Page 1 - Exhibit 10.49 Page 2 - IN WITNESS WHEREOF, the parties hereby have executed this Amendment as of the date first above writtSubdocument - EX-21.1 - EX-21.1 Page 1 - Exhibit 21.1 Page 2 - N/ASubdocument - EX-23.1 - EX-23.1 Page 1 - Exhibit 23.1 Page 2 - N/ASubdocument - EX-31.1 - EX-31.1 Page 1 - Exhibit 31.1 Page 2 - N/ASubdocument - EX-31.2 - EX-31.2 Page 1 - Exhibit 31.2 Page 2 - N/ASubdocument - EX-32.1 - EX-32.1 Page 1 - Exhibit 32.1 Page 2 - N/ASubdocument - EX-32.2 - EX-32.2 Page 1 - Exhibit 32.2 Page 2 - N/A