Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Statements containing words such as "may," "believe," "anticipate," "expect," "intend," "plan," "project," "projections," "business outlook," "estimate," or similar expressions constitute forward-looking statements. These forward-looking statements include, but are not limited to, statements about future financial performance; segment metrics; operating expenses; market trends, including those in the markets in which we compete; operating and marketing efficiencies; revenues; liquidity; cash flows and uses of cash; dividends; capital expenditures; depreciation and amortization; tax payments; impairment charges; stock-based compensation; restructuring charges; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness, pay dividends and invest in initiatives; statements regarding the anticipated impact or benefits associated with the acquisition of FTD Group, Inc. and its subsidiaries; our products and services; pricing; competition; and strategies and initiatives. Potential factors that could affect the matters about which the forward-looking statements are made include, among others, the factors disclosed in the section entitled "Risk Factors" in this Quarterly Report on Form 10-Q and additional factors that accompany the related forward-looking statements in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as the date hereof. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that may cause actual performance and results to differ materially from those predicted. Reported results should not be considered an indication of future performance. Except as required by law, we undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

We are a leading provider of consumer products and services over the Internet through a number of brands including FTD, Interflora, Classmates, MyPoints, NetZero, and Juno. Our FTD segment provides floral and related products and services to consumers and retail florists, as well as to other retail locations offering floral and related products and services. Our Classmates Media segment services are online social networking and online loyalty marketing. Our primary Communications segment services are Internet access and email. On a combined basis, our Web properties attract a significant number of Internet users, and we offer a broad range of Internet marketing services for advertisers.

Segment Definitions

    We report our businesses in three reportable segments:

Segment                                           Products and Services
FTD                                     Floral and related products and services
                                        for consumers, retail florists and other
                                        retail locations
Classmates Media                        Online social networking and online
                                        loyalty marketing
Communications                          Internet access, email, Internet security,
                                        and Web hosting

Segment Services

FTD

FTD Group, Inc. (together with its subsidiaries, "FTD") is a leading provider of floral and related products and services to consumers and retail florists, as well as to other retail locations offering floral and related products and services in the United States of America ("U.S."), Canada, the United Kingdom ("U.K."), and the Republic of Ireland. The business uses the highly recognized FTD and Interflora brands, both supported by the Mercury Man logo. FTD is a floral marketer, which we refer to as FTD's consumer business, and a provider of floral network services, which we refer to as FTD's florist business. These businesses are complementary, as most floral orders generated by the consumer businesses are delivered by FTD's network of florist members. FTD does not own or operate any retail locations.

Consumer Businesses. FTD is an Internet and telephone marketer of flowers, plants and specialty gift items to consumers. FTD operates in the U.S. and Canada, primarily through the www.ftd.com Web site and 1-800-SEND-FTD toll-free telephone number, and in the U.K. and the Republic of Ireland through the www.interflora.co.uk Web site and a toll-free telephone number. While floral arrangements and plants are FTD's primary offerings, FTD also markets and sells other specialty gift items, including gourmet food, holiday gifts, bath and beauty products, jewelry, wine and gift baskets, dried flowers, chocolates, and stuffed animals.

Florist Businesses. FTD provides a comprehensive suite of products and services that promote revenue growth and enhance the operating efficiencies of its florist members, including services that enable its members to receive, send and deliver floral orders. FTD provides these services to its network of independent florist members, which include traditional retail florists as well as other retailers offering floral and related products and services, that are located primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The large network of our FTD and Interflora florist members provides an order fulfillment vehicle for FTD's consumer businesses and allows FTD to offer same day delivery capability, subject to certain limitations, to nearly 100% of U.S., Canadian, U.K., and Irish populations.

Classmates Media

Our Classmates Media services include online social networking under the Classmates brand and online loyalty marketing under the MyPoints brand. Our Classmates Media services also include international social networking under the StayFriends and Trombi brands.

Online Social Networking. Our social networking Web sites enable users to locate and interact with acquaintances from their past, with school affiliations as the primary focus. Led by our flagship Classmates Web site, www.classmates.com, that serves the U.S. and Canada, our social networking properties comprise a large and diverse population of users with over 60 million registered accounts at September 30, 2009.

Our social networking members can choose between free membership and a paid subscription offering additional features. Free accounts constitute the vast majority of our social networking accounts. Revenues from our social networking services are derived from subscription fees and advertising fees.

Online Loyalty Marketing. MyPoints connects advertisers with our members by allowing members to earn rewards points for engaging in online activities. MyPoints is a free service and users need only provide their name, zip code, gender, date of birth, and an email address to register. Members register to receive direct email marketing and other online loyalty promotions, and earn points for responding to email offers, taking market research surveys, shopping online, and engaging in other online activities. Rewards points are redeemable primarily in the form of third-party gift cards from over 70 merchants, including, but not limited to, retailers, theaters, restaurants, airlines, and hotels.

Communications

Our principal Communications pay services are dial-up and broadband Internet access services primarily under the NetZero and Juno brands. We also offer Internet security services, Web hosting services and email. Most of our Communications revenues are derived from dial-up Internet access accounts.

Internet Access Services. Our Internet access services consist of dial-up and, to a much lesser extent, broadband services.

Our dial-up Internet access services are provided on both a free and pay basis, with the free services subject to hourly and other limitations. Basic pay dial-up Internet access services include Internet access and an email account, although we also offer an enhanced email service as a stand-alone pay service. Our accelerated dial-up Internet access service can significantly reduce the time for certain Web pages to download when compared to our basic dial-up Internet access services and is also bundled with additional benefits including pop-up blocking, antivirus software and enhanced email storage. Our dial-up Internet access services are available in cities across the U.S. and Canada.

Our broadband Internet access services consist of digital subscriber line services that we purchase from third-parties and resell under our own brands. This service is primarily used as a means to retain users who are leaving our dial-up Internet access service and we have conducted very limited marketing of our broadband Internet access service to the general public.

Key Business Metrics

We review a number of key business metrics to help us monitor our performance and trends affecting our businesses, and to develop forecasts and budgets. These key measures are:

FTD Segment's Metrics

Consumer Orders. We monitor the number of consumer orders for floral and gift products during a given period. Consumer orders are orders delivered during the period that originated in the U.S. and Canada, primarily from the www.ftd.com Web site and the 1-800-SEND-FTD telephone number, and in the U.K. and the Republic of Ireland, primarily from the www.interflora.co.uk Web site and a toll-free telephone number. Orders originating with a florist or other retail location for delivery to consumers are not included. The number of consumer orders received may fluctuate significantly from period to period due to seasonality resulting from the timing of key holidays; general economic conditions; fluctuations in marketing expenditures on initiatives designed to attract new and retain existing customers; changes in pricing for our floral, plant and specialty gift products or competitive offerings; and changing consumer preferences, among other factors.

Average Order Value. We monitor the average value for consumer orders delivered in a given period, which we refer to as the average order value. Average order value represents the average U.S. Dollar amount received for consumer orders delivered during a period. This average U.S. Dollar amount is determined after translating the British Pound amounts received for orders delivered in the U.K. and the Republic of Ireland into U.S. Dollars. Average order value includes merchandise revenue and shipping and service fees paid by the consumer, less certain discounts and certain refunds. Average order values may fluctuate from period to period based on the average foreign currency exchange rate between the U.S. Dollar and the British Pound; product mix; changes in merchandise pricing; shipping and service fees; levels of certain refunds issued; and discounts, among other factors.

Classmates Media and Communications Segments' Metrics

Pay Accounts. We generate a significant portion of our revenues from our pay accounts and they represent one of the most important drivers of our business model. A pay account is defined as a member who has subscribed to, and paid for, our Classmates Media or Communications services, and

whose subscription has not expired. A pay account does not equate to a unique subscriber since one subscriber could have several pay accounts. At any point in time, our pay account base includes a number of accounts receiving a free period of service as either a promotion or retention tool and a number of accounts that have notified us that they are terminating their service but whose service remains in effect. In general, the key metrics that affect our revenues from our pay accounts base include the number of pay accounts and the average monthly revenue per pay account ("ARPU"). A pay account generally becomes a free account following the expiration or termination of the related subscription.

ARPU. We monitor ARPU, which is calculated by dividing Classmates Media or Communications services revenues for a period (after translation into U.S. Dollars) by the average number of pay accounts for that period, divided by the number of months in that period. The average number of pay accounts is the simple average of the number of pay accounts at the beginning and end of a period. ARPU may fluctuate from period to period as a result of a variety of factors, including, but not limited to, changes in the mix of pay services and the related pricing plans; the use of promotional or retention pricing to attract new, or retain existing, paying subscribers; increases or decreases in the price of our services; the timing of pay accounts being added or removed during a period; and the average foreign currency exchange rate between the U.S. Dollar and the Euro and between the U.S. Dollar and the Swedish Krona.

Churn. To evaluate the retention characteristics of our membership base, we also monitor the percentage of pay accounts that terminate or expire, which we refer to as our average monthly churn rate. Our average monthly churn rate is calculated as the total number of pay accounts that terminated or expired in a period divided by the average number of pay accounts for the same period, divided by the number of months in that period. Our average monthly churn percentage may fluctuate from period to period due to our mix of subscription terms, which affects the timing of subscription expirations, and other factors. We make certain normalizing adjustments to the calculation of our churn percentage for periods in which we add a significant number of pay accounts due to acquisitions. For our Communications segment pay accounts, we do not include in our churn calculation those accounts canceled during the first 30 days of service unless the accounts have upgraded from free accounts, although a number of such accounts will be included in our account totals at any given measurement date. Subscribers who cancel one pay service but subscribe to another pay service are not necessarily considered to have canceled a pay account depending on the services and, as such, our segment churn rates are not necessarily indicative of the percentage of subscribers canceling any particular service.

Active Accounts. We monitor the number of active accounts among our membership base. Classmates Media segment active accounts are defined as the sum of all social networking pay accounts as of the date presented; the monthly average for the period of all free social networking accounts who have visited our domestic or international social networking Web sites (excluding The Names Database) at least once during the period; and the monthly average for the period of all online loyalty marketing members who have earned or redeemed points during such period. Communications segment active accounts include all Communications segment pay accounts as of the date presented combined with the number of free Internet access and email accounts that logged on to our services at least once during the preceding 31 days.

In general, we count and track pay accounts and free accounts by unique member identifiers. Users have the ability to register for separate services under separate brands and member identifiers independently. We do not track whether a pay account has purchased more than one of our services unless the account uses the same member identifier. As a result, total active accounts may not represent total unique users.

The table below sets forth, for the quarterly periods presented, as applicable, our consolidated revenues, pay accounts (at the end of the period), segment revenues, consumer orders, average order

value, average currency exchange rate, churn (monthly average for the period), ARPU (monthly average for the period), and active accounts (monthly average for the period).

Revenues and operating results from our FTD segment are impacted by seasonal holiday variations and fluctuations in foreign currency exchange rates. As such, we believe that comparisons of our FTD segment's revenues and operating results for any period with those of the immediately preceding period or, in some instances, the same period of the preceding fiscal year, may be of limited relevance in evaluating its historical financial performance and predicting its future financial performance.

The pay accounts and ARPU metrics for our Classmates Media segment may fluctuate significantly from period to period due to various factors including, in particular, the extent to which discounted pricing is offered during a period, the percentage of pay accounts being represented by international social networking pay accounts which have lower-priced subscription plans compared to U.S. social networking pay accounts, and the churn rate.

                                                               Quarter Ended
                                 September 30,    June 30,    March 31,     December 31,     September 30,
                                     2009           2009         2009           2008             2008
Consolidated:
   Revenues (in thousands)       $      216,206   $ 260,789    $ 263,647    $     256,162    $      169,157
FTD:
   Basis of presentation(a)                                                                        Combined
   Revenues(a) (in thousands)    $      107,526   $ 149,216    $ 147,987    $     133,685    $      121,427
            % of Total
            revenues(a)                      50 %        57 %         56 %             52 %             N/A
   Consumer orders(a) (in
   thousands)                             1,075       1,711        1,691            1,467             1,154
   Average order value(a)        $        61.29   $   59.78    $   57.70    $       58.80    $        64.37
   Average currency exchange
   rate: GBP to USD                        1.64        1.55         1.43             1.56              1.90
Classmates Media:
   Segment revenues (in
   thousands)                    $       58,682   $  58,155    $  58,473    $      62,592    $       58,746
            % of Total
            revenues                         27 %        22 %         22 %             24 %              35 %
   Pay accounts (in
   thousands)                             4,785       4,621        4,563            4,319             4,087
   Segment churn                            3.8 %       4.3 %        4.1 %            4.4 %             4.1 %
   ARPU                          $         2.71   $    2.81    $    2.87    $        2.98    $         3.07
   Segment active accounts
   (in millions)                           16.9        16.4         16.8             16.0              15.5
Communications:
   Segment revenues (in
   thousands)                    $       50,679   $  54,147    $  57,978    $      60,120    $       62,131
                  % of Total
                  revenues                   23 %        21 %         22 %             23 %              37 %
   Pay accounts (in
   thousands):
            Access                        1,118       1,203        1,316            1,388             1,468
            Other                           322         329          337              347               353

                  Total pay
                  accounts                1,440       1,532        1,653            1,735             1,821
   Segment churn                            4.6 %       4.9 %        4.8 %            4.3 %             4.4 %
   ARPU                          $         9.43   $    9.55    $    9.45    $        9.31    $         9.49
   Segment active accounts
   (in millions)                            2.3         2.4          2.6              2.7               2.8


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   º (a)

Financial Statement Presentation

Revenues

Services Revenues

FTD services revenues consist of fees charged to florist members for access to the FTD and Interflora brands and the Mercury Man logo, access to the florist networks, credit card processing services, e-commerce Web sites, online advertising tools, telephone answering, order-taking, transmission, and clearinghouse services.

Products Revenues

Products revenues consist of our FTD segment's merchandise revenue and related shipping and service fees for consumer orders, as well as revenues generated from the sale of containers, software and hardware systems, cut flowers, packaging and promotional products and a wide variety of other floral-related supplies to florist members. We do not generate products revenues from our Classmates Media or Communications segments.

Classmates Media services revenues consist of amounts charged to pay accounts for social networking services. Communications services revenues consist of amounts charged to pay accounts for Internet access, Web hosting, email, Internet security, and other services, with substantially all of such revenues associated with Internet access. In general, we charge our pay accounts in advance of providing a service, which results in the deferral of services revenue to the period in which the services are provided.

Advertising Revenues

We provide advertising solutions to marketers with both brand and direct response objectives through display, search, email, and text-link opportunities across our various businesses. We also use targeting technologies, Web site sponsorships and Web site integrations in order to provide effective advertising solutions.

FTD advertising revenues consist primarily of post-transaction sales that are generated when FTD and Interflora consumers are provided third-party offers after completing a purchase on the www.ftd.com and www.Interflora.co.uk Web sites.

Our social networking services generate advertising revenues primarily from post-transaction sales and display advertisements. Advertising inventory on our social networking Web sites includes graphic placements on the user home page, profile page, class list page, and most other pages on our Web sites. We sell a portion of our advertising inventory through third-party advertising resellers.

Our online loyalty marketing service generates advertising revenues from fees, consisting primarily of fees generated when emails are transmitted to members, when members respond to emails, when members complete online transactions, and when members engage in a variety of other activities including Internet searches, games and market research surveys.

Our Communications services generate advertising revenues from search placements, display and text advertisements and online market research. Substantially all of our Communications advertising revenues are generated from our Internet access services.

Cost of Revenues

FTD

FTD cost of revenues includes product costs; shipping and delivery costs; costs associated with taking orders; printing and postage costs; systems installation, training and support costs; data center costs; personnel- and overhead-related costs associated with operating our networks and data centers; depreciation of network computers and equipment; license fees; costs related to providing customer support; costs related to customer billing for our florist members; fees associated with the storage and processing of customer credit cards and associated bank fees; and domain name registration fees.

Classmates Media

Classmates Media cost of revenues includes costs of points earned by members of our online loyalty marketing service; data center costs; personnel-and overhead-related costs associated with operating our networks and data centers; depreciation of network computers and equipment; license fees; costs related to providing customer support; costs related to customer billing and billing support for our pay accounts; fees associated with the storage and processing of customer credit cards and associated bank fees; and domain name registration fees.

Communications

Communications cost of revenues includes telecommunications and data center costs; personnel- and overhead-related costs associated with operating our networks and data centers; depreciation of network computers and equipment; license fees; costs related to providing customer support; costs related to customer billing and billing support for our pay accounts; fees associated with the storage and processing of customer credit cards and associated bank fees; and domain name registration fees.

Sales and Marketing

Sales and marketing expenses include expenses associated with promoting our products and services and with generating advertising revenues. Expenses associated with promoting our brands, products and services include advertising and promotion expenses; fees paid to distribution partners, third-party advertising networks and co-registration partners to acquire new pay and free accounts; personnel and overhead-related expenses for marketing, merchandising, customer service, and sales personnel; and telemarketing costs incurred to acquire and retain pay accounts and up-sell pay accounts to additional services. Expenses associated with generating advertising revenues include sales commissions and personnel-related expenses. We have expended significant amounts on sales and marketing, including branding and customer acquisition campaigns consisting of television, Internet, sponsorships, radio, print, and outdoor advertising, and on retail and other performance-based distribution relationships. Marketing and advertising costs to promote our products and services are expensed in the period incurred. Advertising and promotion expenses . . .