8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 30, 2014

FTD Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35901	32-0255852
(State or Other jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. Employer Identification No.)

3113 Woodcreek Drive

Downers Grove, Illinois 60515

(Address of Principal Executive Offices) (ZIP Code)

Telephone: (630) 719-7800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01              Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On July 30, 2014, FTD Companies, Inc. (“FTD” or the “Company”), Liberty Interactive Corporation (“Liberty”) and Provide Commerce, Inc., an indirect wholly owned subsidiary of Liberty (“Provide Commerce”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”).

Pursuant to the terms of the Stock Purchase Agreement, FTD (through a wholly owned subsidiary) will acquire from Liberty all of the issued and outstanding shares of Provide Commerce’s common stock, par value $0.0001 per share, for an aggregate purchase price of approximately $430 million, consisting of (i) cash consideration of approximately $121 million and (ii) approximately 10.2 million shares (the “FTD Shares”) of FTD’s common stock, par value $0.0001 per share (the “FTD Common Stock”) (the “Transaction”).  The cash portion of the purchase price is subject to adjustment for changes in Provide Commerce’s working capital as of the date of closing of the Transaction and certain transaction expenses.  The stock portion of the purchase price consists of the number of shares of FTD Common Stock equal to 35% of the issued and outstanding shares of FTD Common Stock on July 29, 2014, valued at the volume weighted average closing price of FTD Common Stock for the ten trading days ended July 28, 2014.

The closing of the Transaction is subject to various customary closing conditions, including, among others, (1) approval by FTD’s stockholders of the issuance of the FTD Shares, (2) the absence of any law or order from any court or governmental authority preventing or prohibiting the Transaction, (3) expiration or termination of the waiting periods under applicable antitrust laws, (4) the absence of any event or development that has had a material adverse effect on FTD or Provide Commerce, and (5) the continued effectiveness of a waiver of section 203 of the General Corporation Law of the State of Delaware with respect to Liberty.

The Stock Purchase Agreement contains customary representations and warranties made by each of FTD, Liberty and Provide Commerce.  The parties have also agreed to various covenants in the Stock Purchase Agreement, including, among other things, covenants (a) to conduct their respective operations in the ordinary course of business consistent with past practice, (b) to cooperate to prepare and file FTD’s proxy statement in connection with obtaining the approval of FTD’s stockholders of the issuance of the FTD Shares, (c) restricting, subject to certain limitations, FTD’s ability to solicit or enter into certain alternative transactions, and (d) to complete, and to cooperate in connection with, the financing transactions contemplated by the Commitment Letter (as described below), or to obtain alternative financing for the Transaction.  The parties have also agreed that prior to closing the Transaction, Liberty will separate, by means of a distribution, the RedEnvelope business from the Provide Commerce business that FTD will acquire in the Transaction.

2

In addition, pursuant to the terms of the Stock Purchase Agreement and the Investor Rights Agreement (as described below), FTD will increase the size of its board of directors from seven to eleven directors, with Liberty selecting four new directors for appointment to the board as of the closing of the Transaction.

The Stock Purchase Agreement contains certain termination rights for both FTD and Liberty (for itself and on behalf of Provide Commerce) and further provides that FTD must pay to Liberty certain termination fees upon termination of the Stock Purchase Agreement under the following circumstances:

·a termination fee of $10.75 million if (1) either party terminates the Stock Purchase Agreement because the Transaction has not closed by January 31, 2015 or a later date under certain circumstances or because FTD’s stockholders fail to approve the issuance of the FTD Shares, and (a) an alternative acquisition proposal for FTD was announced prior to the event giving rise to such termination right and (b) within twelve months of such termination FTD enters into a definitive agreement to consummate such alternative acquisition proposal, or (2) Liberty terminates the Stock Purchase Agreement because FTD’s board of directors changes its recommendation to stockholders regarding the issuance of the FTD Shares, fails to recommend against a third party tender offer for FTD, breaches its “no-shop” covenant, fails to take certain actions in connection with the solicitation of votes for approval of the issuance of the FTD Shares or fails to call and hold the special meeting of stockholders;

·a termination fee of $12.9 million if, subject to Liberty’s prior matching right, FTD terminates the Stock Purchase Agreement in order to enter into a superior proposal for the acquisition of FTD; and

·a termination fee of $17.2 million if, subject to Liberty’s prior matching right, Liberty terminates the Stock Purchase Agreement because FTD’s board of directors changes its recommendation to stockholders regarding the issuance of the FTD Shares due to the occurrence of certain not reasonably foreseeable intervening events materially and disproportionately favorable to FTD.

Further, the Stock Purchase Agreement provides that Liberty must pay a termination fee of $6 million to FTD if FTD terminates the Stock Purchase Agreement because of Provide Commerce’s failure to deliver certain audited and unaudited financial statements of Provide Commerce.

Subject to certain exceptions and other provisions, Liberty and FTD have agreed to indemnify each other for breaches of representations and warranties, breaches of covenants and certain other matters.  The indemnification provided by each party to the other with respect to breaches of certain representations and warranties is subject to a cap on losses of $86 million and applies only to the extent such losses exceed $4.3 million in the aggregate, each of which cap and deductible amounts is subject to certain exceptions.

Completion of the Transaction is anticipated to occur in late 2014, although there can be no assurance the Transaction will occur within the expected timeframe or at all.

3

Investor Rights Agreement

Concurrent with the closing of the Transaction, Liberty and FTD will enter into an Investor Rights Agreement (the “Investor Rights Agreement”).

Under the terms of the Investor Rights Agreement, Liberty will be restricted from acquiring additional shares of FTD Common Stock if, (1) until December 31, 2016, following such acquisition, Liberty would own in excess of 37.5% of the total number of the outstanding shares of FTD Common Stock and (2) after December 31, 2016, following such acquisition, Liberty would own in excess of 40% of the total number of outstanding shares of FTD Common Stock, in each case, subject to certain exceptions.  Notwithstanding these restrictions, Liberty would be permitted, subject to certain conditions, to make a non-negotiated permitted tender offer to acquire additional shares of FTD Common Stock if, (a) after December 31, 2016, Liberty has negotiated in good faith with FTD’s board of directors for a period of at least thirty days and is unable to reach an agreement on a transaction or (b) at any time, a third party makes an unsolicited tender offer for shares of FTD Common Stock and FTD fails to take customary defensive actions, provided, (i) in either case, that Liberty’s tender offer must be an offer for all outstanding shares of FTD Common Stock and (ii) Liberty’s tender offer cannot close until a majority of the outstanding shares of FTD Common Stock not owned by Liberty have been tendered, provided that the requirement in this clause (ii) does not apply in the event a third party makes an unsolicited tender offer for shares of FTD Common Stock.

The Investor Rights Agreement further provides that during the 18 month period following the closing of the Transaction (the “Restricted Period”), Liberty will be bound by customary standstill provisions, including covenants not to solicit competing proxies or call special meetings of FTD’s stockholders, subject to the earlier expiration of the standstill provisions or certain waivers thereto upon the occurrence of certain events.  In addition, during the Restricted Period, Liberty may not transfer any shares of FTD Common Stock that it owns, subject to certain exceptions.  After the expiration of the Restricted Period, Liberty may sell shares of FTD Common Stock, subject to FTD’s right of first refusal with respect to certain market sales, provided that in no event may Liberty sell FTD Common Stock to any person if such person would beneficially own in excess of 15% of the total outstanding shares of FTD Common Stock, subject to certain exceptions.  Beginning 36 months after closing of the Transaction, Liberty would be permitted to transfer its shares of FTD Common Stock in a block sale to a single party, subject to certain limitations with respect to the transferee and FTD’s right of first offer.  The Investor Rights Agreement also includes limitations on pledging, stock lending transactions and hedging by Liberty of shares of FTD Common Stock.

Pursuant to the terms of the Investor Rights Agreement, Liberty is entitled to customary demand and piggyback registration rights and, subject to certain limitations, a participation right pursuant to which Liberty may maintain its ownership percentage of FTD Common Stock.

The Investor Rights Agreement provides that, for so long as Liberty owns at least 15% of the outstanding shares of FTD Common Stock, FTD is required to provide advance notice to Liberty before entering into an agreement regarding a merger, consolidation, change of control or other business combination transaction.  In addition, if FTD enters into an agreement with a third party that would result in a change of control of FTD, FTD may issue to such third party, outside of Liberty’s participation right described above, a number of shares of FTD Common Stock equal to 19.9% of the total number of shares then outstanding.  However, such issuance will not dilute Liberty’s right to representation on FTD’s board of directors.

4

As described above, Liberty will be entitled to select four new directors for appointment to FTD’s board of directors as of the closing of the Transaction.  Pursuant to the Investor Rights Agreement, following the closing, (a) Liberty will be entitled to proportional representation on the board of directors based upon its ownership percentage, rounded up to the next whole number of directors, (b) FTD will be required to use its reasonable best efforts to cause the election of each Liberty nominee at subsequent FTD stockholders meetings, (c) at least half of Liberty’s nominees must be independent under applicable listing standards, subject to Liberty’s rights to have at least two Liberty officers serving as directors, and (d) FTD must appoint one of Liberty’s nominees to each committee of FTD’s board of directors, subject to applicable listing standards and provided that no such director may serve as chairman of the board or chairman of a committee.  In addition, for a period of five years (or six years, in the event FTD’s board of directors ceases to be classified or FTD implements majority voting for directors), and so long as (x) a Liberty-nominated director remains on the board and (y) Liberty owns less than 50% of the outstanding shares, Liberty will be required to vote its shares of FTD Common Stock in favor of FTD’s director nomination slate at each stockholders meeting at which directors are to be elected.  So long as Liberty owns at least 5% of the outstanding shares of FTD Common Stock, Liberty has agreed to attend, in person or by proxy, all meetings of FTD’s stockholders so that such shares may be counted for purposes of determining a quorum at such meetings.

Other Agreements

In connection with the Transaction, certain additional agreements have been or will be entered into, including a Services Agreement, which Liberty and Provide Commerce will enter into concurrent with the closing of the Transaction.  Pursuant to the Services Agreement, Provide Commerce will, on a transitional basis, provide Liberty with certain support services and other assistance after the Transaction in respect of the distributed RedEnvelope business.

Commitment Letter

Concurrent with the signing of the Stock Purchase Agreement, FTD entered into a financing commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Bank, National Association (“WF Bank”) and Wells Fargo Securities, LLC (“WF Securities” and together with Bank of America, Merrill Lynch and WF Bank, the “Lenders”).  The Commitment Letter provides, on the terms and subject to the conditions set forth in the Commitment Letter, for a new term loan facility in an aggregate principal amount of $130 million (the “Term Loan”), which will be added to FTD’s existing credit agreement providing for its $350 million revolving credit facility (the “Existing Credit Agreement”). However, if the required consent of the lenders under the Existing Credit Agreement to amend the Existing Credit Agreement to add the Term Loan and permit the Transaction, as well as to make certain other amendments described in the Commitment Letter (the “Proposed Amendment”), cannot be obtained, the Term Loan will be advanced pursuant to documentation for a new backstop bank facility comprised of revolving credit facilities in an aggregate principal amount of up to $350 million and the Term Loan, which will refinance and replace the Existing Credit Agreement on terms materially similar to those of the Existing Credit Agreement, taking into account the Proposed Amendment (the “Backstop Bank Facility”).  The Term Loan and the Backstop Bank Facility are fully underwritten by Bank of America and WF Bank.  The Commitment Letter further provides for an advance under the Existing Credit Agreement or the Backstop Bank Facility, as applicable, in connection with the closing of the Transaction, which advance shall be used to finance the cash portion of the Transaction purchase price.  The proceeds of the Term Loan will be used to repay outstanding revolving loans under the Existing Credit Agreement or the Backstop Bank Facility, as applicable.  FTD expects the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to pay the cash portion of the purchase price under the Stock Purchase Agreement.  The financing commitments of the Lenders are subject to certain limited conditions set forth in the Commitment Letter.

5

The foregoing descriptions of the Stock Purchase Agreement, Investor Rights Agreement and Commitment Letter do not purport to be complete and are qualified in their entirety by reference to the Stock Purchase Agreement, form of Investor Rights Agreement and Commitment Letter, which will be filed by an amendment to this Current Report on Form 8-K.

The Stock Purchase Agreement and form of Investor Rights Agreement will be included as exhibits to an amendment to this Current Report on Form 8-K to provide investors and security holders with information regarding their respective terms.  They are not intended to provide any other financial information about the parties thereto or their respective subsidiaries or affiliates.  The representations, warranties and covenants contained in the Stock Purchase Agreement and the Investor Rights Agreement are made only for purposes of those agreements and as of specific dates; are solely for the benefit of the parties thereto; may be subject to limitations agreed upon by such parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Stock Purchase Agreement or the Investor Rights Agreement or any of their respective subsidiaries or affiliates.  Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the dates of the Stock Purchase Agreement or the Investor Rights Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties thereto.

6

Item 2.02Results of Operations and Financial Condition.

On July 30, 2014, the Company issued a press release containing preliminary, unaudited financial results for the quarter ended June 30, 2014 and other financial information.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 3.02Unregistered Sales of Equity Securities.

Pursuant to the Stock Purchase Agreement described above in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference, FTD has agreed to deliver the FTD Shares to Liberty at the closing of the Transaction, subject to the satisfaction of the closing conditions set forth in the Stock Purchase Agreement.  The issuance of the FTD Shares by FTD to Liberty will be made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Item 8.01              Other Events.

On July 30, 2014, the Company and Liberty issued a joint press release announcing the Company’s acquisition of Provide Commerce.  A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The Company will host a conference call and webcast to discuss the Transaction at 9:00 a.m. Eastern Time on July 30, 2014.  A copy of the slides to be presented as part of the webcast is filed as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.

Cautionary Information Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain 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 regarding potential acquisitions, including the planned acquisition of Provide Commerce; statements regarding expected synergies and benefits of the planned acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities; statements regarding regulatory approvals; statements regarding the expected timing of the completion of the planned acquisition of Provide Commerce; and statements about our strategies.  Potential factors that could affect these forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary stockholder approval may not be obtained; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the proposed transaction will not be consummated in a timely manner; risks that any of the closing conditions to the proposed

7

transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; failure to promptly and effectively integrate the acquisition; and the effect of the announcement of the proposed transaction on the ability of FTD and Provide Commerce to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally, as well as the factors disclosed in the Company’s filings with the Securities and Exchange Commission, including without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of 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.  Except as required by law, we undertake no obligation to publicly release the results of any revision or update 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.

Additional Information

FTD will solicit the required approval of its stockholders by means of a proxy statement, which will be mailed to stockholders upon completion of the required Securities and Exchange Commission (SEC) filing and review process.  The proxy statement will contain information about FTD, Provide Commerce, the proposed transaction and related matters.  FTD stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the transaction.  In addition to receiving the proxy statement from FTD in the mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about FTD, without charge, at the SEC’s web site, www.sec.gov, or from FTD at its website, www.ftdcompanies.com, or FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, IL 60515, Attention: Corporate Secretary.

Participants in Solicitation

FTD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from FTD’s stockholders with respect to the proposed transaction.  Information regarding any interests that FTD’s executive officers and directors may have in the transaction will be set forth in the proxy statement.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 30, 2014
99.2	Press Release dated July 30, 2014
99.3	Investor Presentation dated July 30, 2014

8

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FTD COMPANIES, INC.
Dated:   July 30, 2014	By:	/s/ Becky A. Sheehan
		Name:	Becky A. Sheehan
		Title:	Executive Vice President and Chief Financial Officer

9

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 30, 2014
99.2	Press Release dated July 30, 2014
99.3	Investor Presentation dated July 30, 2014

10

EX-99.1

Exhibit 99.1

FTD Companies, Inc. Provides Preliminary Unaudited Second Quarter 2014 Financial Results

FTD Companies, Inc. to Report Full Second Quarter 2014 Results on August 12, 2014

DOWNERS GROVE, Ill. — July 30, 2014 — FTD Companies, Inc. (Nasdaq: FTD) (“FTD” or the “Company”), a premier floral and gifting company, today issued a press release announcing the planned acquisition of Liberty Interactive Corporation’s Provide Commerce business. In conjunction with that announcement, FTD is providing preliminary unaudited financial results for the second quarter ended June 30, 2014. The Company is also providing updated guidance ranges for the full year 2014.

This press release includes certain forecasts made by management as of the date of this press release. The Company does not intend to revise or update this forward-looking information, except as required by law, and may not provide this type of information in the future. In addition, the Company does not intend to disclose preliminary financial information for any other period.

Second Quarter Preliminary Results

The Company expects to report second quarter 2014 consolidated revenue of approximately $166 to $168 million, an increase of 1% to 2%, compared to $164.3 million in the same period of the prior year. Revenue in the second quarter was negatively impacted by lower consumer order volume in the U.S., offset by increases in consumer segment average order values, increased consumer order volume in the U.K. and favorable foreign currency exchange rates.

Net income for the second quarter of 2014 is expected to be in the range of $4.2 million to $4.7 million compared to $5.5 million in the prior year period. Net income includes approximately $1.0 million net of tax ($1.7 million pre-tax) in transaction-related costs in connection with the planned acquisition of the Provide Commerce business. Adjusted net income for the second quarter of 2014 is expected to be in the range of $10.7 million to $11.2 million compared to $11.2 million in same period of the prior year. Adjusted net income excludes the after-tax impact of stock-based compensation, amortization, transaction-related costs, litigation and dispute settlement charges, and restructuring and other exit costs.

Adjusted EBITDA is expected to be in the range of $21.4 million to $22.5 million for the second quarter of 2014 compared to $23.6 million in the same period of the prior year. Adjusted net income and Adjusted EBITDA are non-GAAP financial measures. Please refer to the table in this press release for a reconciliation of all non-GAAP financial measures.

The preliminary, unaudited results presented herein are based on currently available information. These preliminary, unaudited results are subject to the completion of FTD’s quarterly closing and review procedures and the regular quarterly review process by its independent registered public accounting firm. As a result, the information presented herein is subject to change.

Business Outlook

For the full year 2014, the Company is also providing the following updated guidance ranges, which do not include the impact of the planned acquisition of Provide Commerce, but do reflect an estimated $13 million to $15 million of transaction-related costs:

·Consolidated revenues of $640 million to $650 million

·Net income of $16.6 million to $20.6 million

·Adjusted net income of $40.8 million to $43.3 million*

·Adjusted EBITDA of $81 million to $85 million*

·Capital expenditures of approximately $10 million

*Please refer to the table in this press release for a reconciliation of all non-GAAP financial measures. 2014 includes stand-alone public company costs and incremental compensation costs for the management team and employees as the Company aligns compensation in its stand-alone structure.

Second Quarter Earnings Conference Call Information

The Company plans to release full financial results for the second quarter and six months ended June 30, 2014 on Tuesday, August 12, 2014. The Company will host a conference call to discuss these results with additional comments and details provided at that time. Participating on the call will be Robert S. Apatoff, President and Chief Executive Officer, and Becky A. Sheehan, Executive Vice President and Chief Financial Officer.

The conference call is scheduled to begin at 5:00 p.m. ET. Live audio of the call will be webcast and archived on the investor relations section of the Company’s website at http://www.ftdcompanies.com. In addition, you may dial 877-407-4018 to listen to the live broadcast.

A telephonic playback and archived webcast will be available from August 12, 2014, through August 26, 2014. Participants can dial 877-870-5176 to hear the playback. The passcode is 13586954.

About FTD Companies, Inc.

FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD® and Interflora® brands, both supported by the iconic Mercury Man logo that is displayed in nearly 40,000 floral shops in 150 countries. FTD’s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.

Cautionary Information Regarding Forward-Looking Statements

This release contains certain 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 our strategies; statements regarding potential acquisitions, including the planned acquisition of Provide Commerce; the anticipated benefits of our separation from United Online; future financial performance, including the guidance provided under “Business Outlook”; revenues; segment metrics; operating expenses; market trends, including those in the markets in which we compete; liquidity; cash flows and uses of cash; capital expenditures; depreciation and amortization; tax payments; foreign currency exchange rates; hedging arrangements; our ability to repay indebtedness and invest in initiatives; our products and services; pricing; marketing plans; competition; settlement of legal matters; and the impact of accounting changes and other pronouncements. Potential factors that could affect these forward-looking statements include, among others, the factors disclosed in the Company’s press release

issued on July 30, 2014 announcing the planned acquisition of Provide Commerce and the factors disclosed in the Company’s filings with the Securities and Exchange Commission (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.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of 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 or update 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.  In addition, the Company may not provide guidance of the type provided under “Business Outlook” in the future.

Definitions

Consumer orders. The Company monitors the number of consumer orders for floral, gift, and related 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 website, associated mobile sites, 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 and www.interflora.ie websites, associated mobile sites, and various telephone numbers. The number of consumer orders is not adjusted for non-delivered orders that are refunded on or after the scheduled delivery date. Orders originating with a florist or other retail location for delivery to consumers are not included as part of this number.

Average order value. The Company monitors the average value for consumer orders delivered in a given period, which is referred to as the average order value. Average order value represents the average amount received for consumer orders delivered during a period. The average order value of consumer orders within the Consumer and International segments is tracked for each segment in their local currency, the U.S. Dollar for the Consumer segment and the British Pound for the International segment. The local currency amounts received for the International segment are then translated into U.S. dollars at the average currency exchange rate for the period. Average order value includes merchandise revenues and shipping or service fees paid by the consumer, less discounts and refunds (net of refund-related fees charged to floral network members).

Non-GAAP Measures

Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company defines Adjusted EBITDA as net income before net interest expense, provision (benefit) for income tax expense, depreciation, amortization, stock-based compensation, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and impairment of goodwill, intangible assets and long-lived assets.

Litigation and dispute settlement charges or gains include estimated losses for which the Company has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, the Company related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by the Company related to such matters are also included in these adjustments.

Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other

strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees. A portion of these costs relating to the spin-off have been incurred by and allocated to the Company by United Online, Inc., the Company’s former parent.

The Company’s definition of Adjusted EBITDA may be modified from time to time. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, and stock-based compensation) and (ii) expenses that are not reflective of the Company’s core operations, this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. Management uses Adjusted EBITDA to measure the Company’s performance. Adjusted EBITDA is used as a performance measure under the Company’s senior secured credit facility and includes adjustments such as the items defined above and others, which are defined in the senior secured credit facility. The Company will use this measure as a basis in determining certain compensation incentives for certain members of the Company’s management.

Adjusted EBITDA is not determined in accordance with 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 EBITDA is that it does not reflect the periodic costs of certain 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 activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the Company’s workforce. A further limitation associated with the use of this measure is that it does not reflect expenses or gains that are not considered reflective of the Company’s core operations. Management compensates for this limitation by providing supplemental information about such charges, gains and costs within its financial press releases and SEC filings, when applicable.

An additional limitation associated with the use of this measure is that the term “Adjusted EBITDA” does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the Company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of Adjusted EBITDA within this and other financial press releases and by providing a reconciliation that shows and describes the adjustments made. A reconciliation to net income is provided in the accompanying tables. In addition, many of the adjustments to the Company’s GAAP financial measures reflect the exclusion of items that are recurring in nature and will be reflected in the Company’s financial results for the foreseeable future.

Adjusted Net Income. The Company defines Adjusted Net Income as net income excluding the after tax impact of stock-based compensation, amortization, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and loss on extinguishment of debt.

Additional Information

FTD will solicit the required approval of its stockholders in connection with the planned acquisition of Provide Commerce by means of a proxy statement, which will be mailed to stockholders upon completion of the required Securities and Exchange Commission (SEC) filing and review process. The proxy statement will contain information about FTD, Provide Commerce, the proposed transaction and related matters. FTD stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the transaction. In addition to receiving the proxy statement from FTD in the mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about FTD, without charge, at the SEC’s web site, www.sec.gov, or from FTD at its website, www.ftdcompanies.com, or FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, IL 60515, Attention: Corporate Secretary.

Participants in Solicitation

FTD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from FTD’s stockholders with respect to the proposed transaction. Information regarding any interests that FTD’s executive officers and directors may have in the transaction will be set forth in the proxy statement.

Contacts

Investor Relations:

Jandy Tomy

630-724-6984

ir@ftdi.com

Media Inquiries:

Phil Denning

203-682-8246

phil.denning@icrinc.com

FTD COMPANIES, INC.

UNAUDITED RECONCILIATION OF PRELIMINARY NET INCOME TO

PRELIMINARY ADJUSTED EBITDA AND PRELIMINARY ADJUSTED NET INCOME

(in millions)

Preliminary Adjusted EBITDA and Adjusted Net Income are calculated below for the quarter ended June 30, 2014:

	Preliminary
	Results
	for Q2 2014
Net income (GAAP basis)	$	4.2 - 4.7
Interest expense, net	1.3
Provision for income taxes	4.6 - 5.2
Depreciation and amortization	7.1
Stock-based compensation	1.9
Transaction-related costs	1.7
Litigation and dispute settlement charges	0.3
Restructuring and other exit costs	0.3
Adjusted EBITDA	$	21.4 - 22.5
Net income (GAAP basis)	$	4.2 - 4.7
Stock-based compensation	1.9
Amortization of intangible assets	4.4
Transaction-related costs	1.7
Litigation and dispute settlement charges	0.3
Restructuring and other exit costs	0.3
Income tax effect of adjustments to net income	(2.1		)
Adjusted Net Income	$	10.7 - 11.2

FTD COMPANIES, INC.

UNAUDITED RECONCILIATION OF TARGETED NET INCOME TO

TARGETED ADJUSTED EBITDA AND TARGETED ADJUSTED NET INCOME

(in millions)

Targeted Adjusted EBITDA and Adjusted Net Income are calculated below for the year ended December 31, 2014:

	Forecasted
	Targets
Net income (GAAP basis)	$	16.6 - 20.6
Interest expense, net	6.0
Provision for income taxes	12.5 - 14.5
Depreciation and amortization	22.0
Stock-based compensation	7.6
Transaction-related costs	13.0 - 15.0
Litigation and dispute settlement charges	1.0
Restructuring and other exit costs	0.3
Adjusted EBITDA	$	81.0 - 85.0
Net income (GAAP basis)	$	16.6 - 20.6
Stock-based compensation	7.6
Amortization of intangible assets	11.8
Transaction-related costs	13.0 - 15.0
Litigation and dispute settlement charges	1.0
Restructuring and other exit costs	0.3
Income tax effect of adjustments to net income	(11.0 - 11.5)
Adjusted Net Income	$	40.8 - 43.3

EX-99.2

Exhibit 99.2

FTD COMPANIES, INC. AND PROVIDE COMMERCE TO COMBINE BUSINESSES CREATING A FLORAL AND GIFTING COMPANY WITH ANNUAL REVENUE OF OVER $1 BILLION

· Diversifies and Expands Floral and Gift Offerings,

Broadens Consumer Reach and Enhances Shopping Experience

· Expected to be Accretive to FTD’s 2015 Cash Earnings Per Share
Excluding Transaction-Related and Integration Costs

· More Than $25 Million of Annualized Cost Synergies Expected

DOWNERS GROVE, Ill. & ENGLEWOOD, Colo. (July 30, 2014) — FTD Companies, Inc. (“FTD”) (NASDAQ: FTD) and Liberty Interactive Corporation (“Liberty”) (NASDAQ: LINTA, LINTB, LVNTA, LVNTB) today announced that they have executed a definitive agreement under which FTD will acquire Liberty’s Provide Commerce floral and gifting businesses. Under the terms of the $430 million transaction, Liberty will receive 10.2 million shares of FTD common stock representing 35% of the combined company and $121 million in cash. FTD and Liberty expect to complete the transaction by the end of 2014.

The strategic combination of FTD’s brand and floral network with the Provide Commerce collection of established and highly recognizable consumer gifting e-commerce brands, which include ProFlowers, Shari’s Berries and Personal Creations, will further FTD’s vision to become the world’s leading and most trusted floral and gifting company. The transaction will unite two highly complementary businesses, generate material cost synergies and create a team with “best-in-class” operating strategies. Together, FTD and Provide Commerce, each with over $600 million in annual revenues, will offer consumers innovative and expansive floral and gift products and an enhanced shopping experience. The combined company will also allow FTD to provide greater support for the overall floral industry by expanding resources to create new programs and services to support member florists in their local businesses.

“This transaction provides the opportunity to create significant value for our stockholders and offers immediate benefits for consumers and our premier network of member florists. The combination of these businesses will expand the breadth of our brands, provide opportunities to further diversify our revenue streams and open up additional avenues for growth and innovation,” said Robert S. Apatoff, President and Chief Executive Officer of FTD. “We expect the combination with Provide Commerce’s highly recognizable and successful portfolio of brands to enhance our already robust consumer product offerings. In addition, we expect the transaction will provide us with greater resources to further develop new product and service categories and broaden our consumer demographic through complementary customer bases. We are excited about the opportunities this combination will create for consumers, member florists and our stockholders.”

1

“We are excited to become the largest shareholder in the complementary businesses of Provide Commerce and FTD,” said Gregory B. Maffei, President and CEO of Liberty. “FTD has an extensive florist network while Provide Commerce has a proven ability to source their flowers directly from top growers. The combined company will be able to offer comprehensive and unique gifting services in the U.S. and around the world.”

“FTD and Provide Commerce share a common mission and vision,” said Chris Shimojima, CEO of Provide Commerce. “Together we will create outstanding and delighting gifting experiences for our customers for all of life’s most important moments.”

Summary of Strategic and Financial Benefits

The transaction is expected to create one of the most diversified, established and trusted floral and gifting companies in the world. FTD believes the combination will provide the following strategic and financial benefits:

·Deepens Consumer Gifting Category: The combination of Provide Commerce’s collection of respected and highly recognizable e-commerce brands, including ProFlowers, Shari’s Berries and Personal Creations, with FTD’s iconic brands, FTD and Interflora, and Mercury Man logo is expected to enhance FTD’s already robust consumer floral and gifting category.

·Strengthens Floral Network: The expected efficiencies and greater resources of this combination will enable FTD to further invest in new products, services and technology that are expected to directly benefit its vast network of florists and the floral industry as a whole.

·Enhances Consumer Shopping Experience: FTD will immediately be able to offer a wider selection of floral and gifting products, providing consumers with greater convenience and choice.

·Provides Significant Cost Synergies: The combination is expected to generate more than $25 million in annual synergies within 36 months of closing, with a goal of creating incremental value for FTD stockholders over time.

·Adds Significant Committed Stockholder: Liberty will own approximately 35 percent of FTD at closing, reflecting Liberty’s commitment and belief in FTD.

·Increases Market Capitalization: The transaction will increase FTD’s market capitalization and shares outstanding, which is expected to enhance the ability to access the capital markets in the future.

2

Transaction Details

Under the terms of the transaction agreement Provide Commerce will become a wholly-owned subsidiary of FTD. The transaction is valued at $430 million, comprising 10.2 million shares of FTD common stock, valued at $309 million, based on the volume weighted average price of FTD’s shares for the 10 day period ended July 28, 2014, and $121 million in cash. Upon closing, FTD will have approximately 29.2 million shares outstanding (based on FTD shares outstanding as of July 29, 2014) and Liberty will own approximately 35 percent of FTD shares outstanding.

Under the terms of the transaction agreement, Provide Commerce’s RedEnvelope business will be excluded from the transaction and retained by Liberty.

The transaction is expected to close by the end of 2014, subject to customary closing conditions including approval by regulators and FTD’s stockholders. FTD has secured financing commitments from Bank of America Merrill Lynch and Wells Fargo Bank, N.A. for this transaction.

Governance and Management

Upon closing of the transaction, FTD’s management team will remain in place with Robert S. Apatoff continuing as President and CEO. Robert Berglass will continue as Chairman of the Board of FTD. FTD will expand its Board of Directors from seven to 11 directors with Liberty selecting four new directors for appointment to the Board.

While the transaction is being completed, FTD and Provide Commerce expect no change in their independent, existing operations, including customer service and product availability. Upon closing of the transaction, there will be no immediate changes to the operations of Provide Commerce’s e-commerce brands.

Advisors

Moelis & Company is serving as financial advisor to FTD and Jones Day is acting as legal counsel. Baker Botts L.L.P. and Cooley LLP are acting as legal counsel for Liberty and Provide Commerce, respectively.

Conference Call and Webcast

FTD will host a conference call and webcast at 9:00 a.m. ET today to discuss the strategic acquisition of Provide Commerce. The webcast and presentation slides will be available live and archived on the investor relations section of the Company’s website at http://www.ftdcompanies.com. In addition, participants in North America may dial 877-407-4018 and International participants may dial 201-689-8471 to listen to the live broadcast.

3

About FTD

FTD Companies, Inc. is a premier floral and gifting company. FTD provides floral, gift and related products and services to consumers, retail florists, and other retail locations primarily in the U.S., Canada, the U.K., and the Republic of Ireland. The business uses the highly-recognized FTD® and Interflora® brands, both supported by the iconic Mercury Man logo that is displayed in nearly 40,000 floral shops in 150 countries. FTD’s portfolio of brands also includes Flying Flowers, Flowers Direct, and Drake Algar in the U.K.

About Liberty Interactive Corporation

Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those interests are currently attributed to two tracking stock groups: the Liberty Interactive Group and the Liberty Ventures Group. The Liberty Interactive Group (Nasdaq: LINTA, LINTB) is primarily focused on digital commerce and consists of Liberty Interactive Corporation’s subsidiaries QVC, Provide Commerce, Backcountry.com, Bodybuilding.com, BuySeasons, and CommerceHub and its interest in HSN. The businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation’s businesses and assets other than those attributed to the Liberty Interactive Group and include its subsidiary TripAdvisor, its interest in Expedia, and minority interests in Time Warner and Time Warner Cable.

Cautionary Information Regarding Forward-Looking Statements

This release contains certain 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 regarding potential acquisitions, including the planned acquisition of Provide Commerce; statements regarding expected synergies and benefits of the planned acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities; statements regarding regulatory approvals; statements regarding the expected timing of the completion of the planned acquisition of Provide Commerce; and statements about our strategies.  Potential factors that could affect these forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary stockholder approval may not be obtained; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the proposed transaction will not be consummated in a timely manner; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; failure to promptly and effectively integrate the acquisition; and the effect of the announcement of the proposed transaction on the ability of FTD

4

and Provide Commerce to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally, as well as the factors disclosed in the Company’s filings with the Securities and Exchange Commission, including without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.”  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of 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.  Except as required by law, we undertake no obligation to publicly release the results of any revision or update 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.

Definitions

Cash Earnings per Share. FTD defines cash earnings per share as net income adjusted to exclude the after-tax impact of stock-based compensation, amortization, transaction-related and integration costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and loss on extinguishment of debt divided by shares outstanding.

Litigation and dispute settlement charges or gains include estimated losses for which FTD has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, FTD related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by FTD related to such matters are also included in these adjustments.

Transaction-related and integration costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related and integration costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees.

Additional Information

FTD will solicit the required approval of its stockholders by means of a proxy statement, which will be mailed to stockholders upon completion of the required Securities and Exchange Commission (SEC) filing and review process. The proxy statement will contain information about FTD, Provide Commerce, the proposed transaction and related matters. FTD stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the transaction. In addition to receiving the proxy statement from FTD in the mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about FTD, without charge, at the SEC’s web site, www.sec.gov, or from FTD at its website,

5

www.ftdcompanies.com, or FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, IL 60515, Attention: Corporate Secretary.

Participants in Solicitation

FTD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from FTD’s stockholders with respect to the proposed transaction. Information regarding any interests that FTD’s executive officers and directors may have in the transaction will be set forth in the proxy statement.

Contacts for FTD

Investor Relations:	Media Inquiries:
Jandy Tomy	Phil Denning
630-724-6984	203-682-8246
ir@ftdi.com	phil.denning@icrinc.com

Contacts for Liberty Interactive Corporation

Investor Relations:

Courtnee Ulrich

720-875-5420

courtnee@libertymedia.com

6

EX-99.3

Exhibit 99.3

FTD Companies, Inc. Acquisition of Provide Commerce Supplemental Presentation July 30, 2014 FTD Group, Inc.

Forward-Looking Statements and Risk Factors This presentation contains certain 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 regarding potential acquisitions, including the planned acquisition of Provide Commerce; statements regarding expected synergies and benefits of the planned acquisition of Provide Commerce; expectations about future business plans, prospective performance and opportunities; statements regarding regulatory approvals; statements regarding the expected timing of the completion of the planned acquisition of Provide Commerce; and statements about our strategies. Potential factors that could affect these forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreements; the risk that the necessary stockholder approval may not be obtained; the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated; the risk that the proposed transaction will not be consummated in a timely manner; risks that any of the closing conditions to the proposed transaction may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; failure to realize the benefits expected from the proposed transaction; failure to promptly and effectively integrate the acquisition; and the effect of the announcement of the proposed transaction on the ability of FTD and Provide Commerce to retain customers and retain and hire key personnel, maintain relationships with suppliers, and on their operating results and businesses generally, as well as the factors disclosed in FTD’s filings with the Securities and Exchange Commission (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.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of 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. 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. FTD reserves all rights to our trademarks, trade names and service marks, regardless of the manner in which we refer to them in this presentation. All other trademarks, trade names and service marks appearing in this presentation are the property of their respective owners. Additional Information FTD will solicit the required approval of its stockholders by means of a proxy statement, which will be mailed to stockholders upon completion of the required Securities and Exchange Commission (SEC) filing and review process. The proxy statement will contain information about FTD, Provide Commerce, the proposed transaction and related matters. FTD stockholders are urged to read the proxy statement carefully when it is available, as it will contain important information that stockholders should consider before making a decision about the transaction. In addition to receiving the proxy statement from FTD in the mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about FTD, without charge, at the SEC’s web site, www.sec.gov, or from FTD at its website, www.ftdcompanies.com, or FTD Companies, Inc., 3113 Woodcreek Drive, Downers Grove, IL 60515, Attention: Corporate Secretary. Participants in Solicitation FTD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from FTD’s stockholders with respect to the proposed transaction. Information regarding any interests that FTD’s executive officers and directors may have in the transaction will be set forth in the proxy statement.

Transaction Summary Overview Acquisition of Provide Commerce from Liberty Interactive Corporation Provide Commerce’s businesses include ProFlowers, Personal Creations, and Shari’s Berries Enhances FTD’s position as one of the world’s leading and most trusted floral and gifting companies Valuation Transaction value of $430 million consisting of a combination of cash and stock Represents 7.5x Provide Commerce’s last twelve months (“LTM”) ended 03/31/14 unaudited Adjusted EBITDA(1), including $25 million of annual synergies Financial Benefits Transaction will create a combined company with annual revenue in excess of $1 billion Accretive to FTD’s cash earnings per share in 2015, excluding the impact of synergies and one time costs Pro forma unaudited LTM 03/31/14 net leverage(2) of less than 3x, excluding synergies Financing Transaction will be financed with a combination of committed debt financing and equity Committed debt financing consists of a new $130 million Term Loan facility Equity of 10.2 million common shares valued at $30.24 per share (based on volume weighted average price for the 10 trading days ended July 28, 2014) Liberty Interactive will own approximately 35% of FTD outstanding common shares post-transaction Management FTD’s management team will remain in place Board will expand from 7 to 11 directors, with Liberty selecting the 4 new directors for appointment to the Board Timing Transaction targeted to close by the end of 2014, subject to regulatory and stockholder approvals and other customary conditions Based on Provide Commerce’s unaudited financial information for LTM 03/31/14. Such Adjusted EBITDA is calculated in a manner consistent with FTD’s Adjusted EBITDA metric and is further adjusted to reflect the exclusion of the one-time $7.6 million storm-related impact of Winter Storm Pax on Provide Commerce in Q1 2014. See definition of Adjusted EBITDA later in this presentation. Net leverage is calculated in accordance with FTD’s 2013 Credit Agreement (total outstanding indebtedness, less cash (maximum of $15 million), divided by Adjusted EBITDA). (1) (2)

Overview of Provide Commerce Provides flower delivery service to more than 7 million customers Online plant retailer offering plants, orchids, and bonsai trees at competitive prices Gifting idea site that generates creative and inspired gift ideas for family, friends, and loved ones Online provider of curated selection of artisan edible gifts Online retailer of chocolate-dipped berries and related gifting products Online gifting destination for personalizing one-of-a-kind items with an extensive creative and contemporary palette Mobile gifting application allowing users to send postcards, greeting cards, and gifts from smartphones Provide Commerce operates an e-commerce marketplace of websites that offers high-quality perishable products directly to consumers Provide Commerce maintains a customer service center located at its corporate headquarters in San Diego, CA Over 860 full-time employees in 14 locations across the U.S. Founded in 1998, Provide Commerce was formerly known as Proflowers, Inc. and changed its name in September 2003 Attractive product mix with diversified revenue streams (1) 2013 Revenue; Source: Provide Commerce Provide Commerce has a collection of highly recognizable consumer gifting e-commerce brands PROVIDE COMMERCE OVERVIEW DIVERSIFIED PRODUCT MIX FAMILY OF BRANDS

Key Combination Benefits Enhances FTD’s Position as One of the World’s Leading and Most Trusted Floral and Gifting Companies Premium, Multi-Branded, and Highly Recognizable Portfolio of Assets Deepens Floral and Gifting Product Offerings Offers Enhanced Shopping Experience – Greater Convenience and Choice – to Broader Customer Base Strengthens Floral Network Financially Attractive Transaction with Significant Cost Synergies to Drive Stockholder Value Addition of Liberty as a Significant, Committed Stockholder for Long-Term Success and Growth 1

A Leading Floral and Gifting Provider with Powerful Brand Portfolio FTD and Interflora are both among the leading and most trusted floral and gifting brands in the world FTD and Interflora have high unaided brand awareness with consumers The iconic Mercury Man logo, one of the most recognized global floral symbols worldwide, is in nearly 40,000 floral shops in 150 countries The Provide Commerce brand portfolio has become a destination of choice for consumer gifting needs and occasions, providing access to one of the most compelling gift-giving portfolios and experiences in the industry EXCEPTIONAL COMBINED BRAND PORTFOLIO The transaction combines FTD’s iconic brands, FTD and Interflora, with nearly two centuries of combined history, with Provide Commerce’s highly diversified and recognizable family of brands

Diversified Product Offering with Greater Product Assortment Significantly diversifies and enhances product offerings, providing additional avenues for growth and mitigating over-exposure to any particular segment Consumer International Florist

Compelling Benefits to Broader Customer Base Deepened gifting category and provides immediate access to a broader selection of floral and gifting products Elevated brand platform Enhanced customer shopping experience by allowing for greater convenience and choice Increased level of resources to further develop new product and service categories Ability to benefit from industry best practices and collaborative innovation to enhance the overall shopping experience The value created for FTD’s new and future customers is compelling EXPECTED CUSTOMER BENEFITS Immediate ability following closing to offer a wider selection of floral and gifting products to a more diverse customer base providing greater convenience and choice EXPECTED FLORAL NETWORK BENEFITS Strengthened floral network and the floral industry as a whole Elevated brand platform Efficiencies and increased availability of resources expected to allow for investment in new products, services, and technologies dedicated to the florist network Exposure to larger consumer base and broadened product offering to help drive order volumes to support sales growth Implementation of cooperative marketing and advertising initiatives

Creation of Significant Value to FTD Stockholders See definition of Cash EPS later in this presentation. Excludes transaction-related and integration costs.

Debt Existing $350 million Revolver will remain partially funded at close New $130 million Term Loan facility Equity 10.2 million shares issued to Liberty at $30.25 per share Adds Liberty as a significant, committed shareholder Liberty will own approximately 35% of FTD’s outstanding common shares upon closing and will hold 4 seats on FTD’s Board of Directors Transaction Overview Sources ($ in mm) New Term Loan $130 Issuance of New FTD Equity 309 Cash on hand 9 Total $448 Uses ($ in mm) Purchase of Provide Commerce $430 Estimated Transaction Fees & Expenses(1) 18 Total $448 1 Includes costs to finance the transaction. (1)

Non-GAAP Definitions Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). FTD (“the Company”) defines Adjusted EBITDA as net income before net interest expense, provision (benefit) for income tax expense, depreciation, amortization, stock-based compensation, transaction-related costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and impairment of goodwill, intangible assets and long-lived assets. Litigation and dispute settlement charges or gains include estimated losses for which the Company has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, the Company related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by the Company related to such matters are also included in these adjustments. Transaction-related costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees. A portion of these costs relating to the spin-off have been incurred by and allocated to the Company by United Online, Inc. The Company’s definition of Adjusted EBITDA may be modified from time to time. Management believes that because Adjusted EBITDA excludes (i) certain non-cash expenses (such as depreciation, amortization, and stock-based compensation) and (ii) expenses that are not reflective of the Company’s core operations, this measure provides investors with additional useful information to measure the Company’s financial performance, particularly with respect to changes in performance from period to period. Management uses Adjusted EBITDA to measure the Company’s performance. Adjusted EBITDA is used as a performance measure under the Company’s senior secured credit facility and includes adjustments such as the items defined above and others, which are defined in the senior secured credit facility. The Company will use this measure as a basis in determining certain compensation incentives for certain members of the Company’s management. Adjusted EBITDA is not determined in accordance with 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 EBITDA is that it does not reflect the periodic costs of certain 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 activities such as evaluations of capital expenditures and purchase accounting. An additional limitation associated with this measure is that it does not include stock-based compensation expenses related to the Company’s workforce. A further limitation associated with the use of this measure is that it does not reflect expenses or gains that are not considered reflective of the Company’s core operations. Management compensates for this limitation by providing supplemental information about such charges, gains and costs within its financial press releases and SEC filings, when applicable. An additional limitation associated with the use of this measure is that the term “Adjusted EBITDA” does not have a standardized meaning. Therefore, other companies may use the same or a similarly named measure but exclude different items or use different computations, which may not provide investors a comparable view of the Company’s performance in relation to other companies. Management compensates for this limitation by presenting the most comparable GAAP measure, net income, directly ahead of Adjusted EBITDA within its press releases and by providing a reconciliation that shows and describes the adjustments made. In addition, many of the adjustments to the Company’s GAAP financial measures reflect the exclusion of items that are recurring in nature and will be reflected in the Company’s financial results for the foreseeable future. Cash Earnings per Share. FTD defines cash earnings per share as net income adjusted to exclude the after-tax impact of stock-based compensation, amortization, transaction-related and integration costs, litigation and dispute settlement charges or gains, restructuring and other exit costs, and loss on extinguishment of debt divided by shares outstanding.

Definitions Litigation and dispute settlement charges or gains include estimated losses for which FTD has established a reserve, as well as actual settlements, judgments, fines, penalties, assessments or other resolutions against, or in favor of, FTD related to litigation, arbitration, investigations, disputes or similar matters. Insurance recoveries received by FTD related to such matters are also included in these adjustments. Transaction-related and integration costs are certain expense items resulting from actual or potential transactions such as business combinations, mergers, acquisitions, dispositions, spin-offs, financing transactions, and other strategic transactions, including, without limitation, (i) compensation expenses and (ii) expenses for advisors and representatives such as investment bankers, consultants, attorneys, and accounting firms. Transaction-related and integration costs may also include, without limitation, transition and integration costs such as retention bonuses and acquisition-related milestone payments to acquired employees.