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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

OR

Commission file number 000-25469

iVillage Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (212) 600-6000

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 Par Value
(Title of Class)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ý    No o

        The aggregate market value of the issued and outstanding voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on June 30, 2004 (the last business day of the registrant's most recently completed second fiscal quarter), as reported on The Nasdaq National Market, was approximately $232,079,019. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock (without reference to Exchange Act Regulation 13D-G's definition of "beneficial ownership") have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

        As of March 15, 2005, the registrant had outstanding 71,912,719 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the definitive Proxy Statement for the Company's 2005 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

iVillage Inc.

FORM 10-K

TABLE OF CONTENTS

TRADEMARKS

        iVillage®, iVillage.com®, gURL.com®, GardenWeb®, Healthology®, Newborn Channel®, Parent Soup®, ParentsPlace.com®, WebStakes.com®, iVillage Consulting®, and iVillage Solutions® are registered trademarks of iVillage Inc. The stylized iVillage logo, "the Internet for Women", Astrology.com, Substance.com, Baby Steps, Public Affairs Group, Inc., Business Women's Network, Business Women's Network Government, Diversity Best Practices, Best Practices In Corporate Communications, Promotions.com, and iVillageAccess are trademarks of iVillage Inc. All other brand names, trademarks or service marks referred to in this report are the property of their owners.

PART I

        Statements in this Annual Report on Form10-K, including statements contained in "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations", constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. The words or phrases "can be", "expects", "may affect", "may depend", "anticipates", "believes", "estimates", "plans", "projects", and similar words and phrases are intended to identify such forward-looking statements. These forward-looking statements are subject to various known and unknown risks and uncertainties and we caution you that any forward-looking information provided by or on behalf of us is not a guarantee of future results, performance or achievements. Actual results could differ materially from those anticipated in these forward-looking statements due to a number of factors, some of which are beyond our control. In addition to the risks discussed below in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our other public filings, press releases and statements by our management, factors that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied in such forward looking statements include:

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the volatile and competitive nature of the media industry, in particular the Internet;



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changes in domestic and foreign economic, political and market conditions;



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the effect of federal, state and foreign regulation on our business;



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the impact of recent and future acquisitions and joint ventures on our business and financial condition;



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our ability to establish and maintain relationships with advertisers, sponsors, and other third-party providers and partners; and



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the impact of pending litigation on our business and financial condition.

        All forward-looking statements in this report are current only as of the date on which the statements were made. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any statement is made or to reflect the occurrence of unanticipated events.

        When used in this Annual Report on Form 10-K and unless otherwise specified, "iVillage," "we," "our" and "us" refer to iVillage Inc. and its consolidated subsidiaries.

Item 1.    Business.

Overview

        Founded in 1995, iVillage is "the Internet for women" and consists of several online and offline media-based properties, including the iVillage.com Web site, or iVillage.com, Women.com Networks, Inc., operator of the Women.com Web site, or Women.com, the gURL.com Web site, or gURL.com, Knowledgeweb, Inc., operator of the Astrology.com Web site, or Astrology.com, Cooperative Beauty Ventures, LLC, operator of the Substance.com Web site, or Substance.com, The Virtual Mirror, Inc., operator of the GardenWeb.com Web site, or GardenWeb.com, Healthology, Inc., or Healthology, iVillage Parenting Network, Inc., or IVPN, Public Affairs Group, Inc., or PAG,

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Promotions.com, Inc., or Promotions.com, iVillage Consulting and iVillageSolutions. Following is a synopsis of our operational activities and those of our subsidiaries and divisions:

        We organize our online network to address multiple topics of high importance to females at different age levels, and we seek to enrich their lives through our offerings of unique content, community applications, tools and interactive features. We facilitate use across our content areas by providing a similar look and feel within each area and across our network in general, resulting in consistent and strongly branded Web sites. Membership to iVillage.com is free and provides features such as message boards and other community tools.

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        We believe we are an industry leader in developing innovative sponsorships that match the desire of marketers to reach women and parents with the needs of iVillage.com users to obtain relevant information, products and services. We leverage our online brand awareness by offering books, videos, and other consumer products and services under the iVillage, gURL.com, Lamaze and Business Women's Network brands.

        Most of our Web sites are consistently recognized as leading online offerings. According to comScore Media Metrics' January 2005 results:

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We had approximately 19 million unique users to iVillage.com and our affiliate Web sites in the month of January 2005, reaching approximately 12% of the total United States online population;



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iVillage.com was the 26th most visited Web site on the Internet in the United States;



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iVillage.com continues to be ranked the #1 Community-Women Site and the #2 overall Community Site on the Internet;



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gURL.com was ranked in the top ten in the Community-Teens Site category;



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iVillage's astrological Web sites, including Astrology.com, were ranked #11 in the Hobbies/Lifestyle category;



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Substance.com remained the #1 content destination online in the Retail-Fragrances/Cosmetics category; and



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iVillage Parenting, the combined online properties of iVillage.com and IVPN, was ranked the #11 site in the Community-Family category.

iVillage.com

Content Areas

        iVillage.com is organized around content specific areas that focus on issues of importance to females and provides interactive services, peer support, online access to experts and tailored shopping opportunities. iVillage.com is updated daily to promote content and community. The following table provides a brief description of the features of each of our content areas as of December 31, 2004:

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Site Redesign

        In January 2005, we completed a total redesign of the iVillage.com Web site. The changes to iVillage.com were intended to provide a fresher design, easier-to-use navigation, enhanced functionality and additional images and streaming video. Although all of our previous content offerings remain available on iVillage.com, our content areas have been streamlined into the following categories:

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Beauty & Style;



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Health & Well-Being;



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Diet & Fitness;



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Love & Sex;



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Pregnancy & Parenting;



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House & Home;



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Entertainment; and



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Magazines.

        Within each of these categories, an emphasis has been made to provide our users with timely columns and news, trend reports, additional contributors and experts, and customizable tools and features. We have also expanded our content offerings through strategic relationships with third parties. For example, in January 2005, we entered into an agreement with the University of California to provide online the Berkeley Wellness Letter, a publication of the University of California's Berkeley Public Health Center that provides nutrition, fitness and well-being content to our Health & Well-Being category.

        The Web site redesign is also intended to enhance our sponsorship and advertisement opportunities on iVillage.com. We can now offer our sponsors and advertisers additional placements,

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different forms of advertisements and dynamic ad serving. With dynamic ad serving we can regularly alter the location of an advertisement on a site page which is intended to make the user less likely to overlook the placement. In addition, we are working with our sponsors and advertisers to create promotional announcements that are aesthetically inviting to our users within the design of the site, rather than obtrusive.

        We also believe that user support is critical in order to attract and retain users. We provide user support primarily through e-mail-based correspondence. Help and feedback buttons are prominently displayed throughout our network of Web sites, and our user support staff attempts to respond to all e-mail queries within two business days. In addition, community leaders provide e-mail support for broad-ranging issues. We do not charge for these services.

Sponsorship and Advertising Revenues

        Our online sponsorship arrangements are designed to support our sponsors' broad marketing objectives, including brand promotion, awareness, product introductions and online research. Sponsorship agreements typically include the delivery of impressions on our Web sites and occasionally the design and development of customized sites that enhance the promotional objectives of the sponsor. An impression is the viewing of promotional material on a Web page, which may include rich media, such as commercials originally created for a television format viewed on a Web page, and display or banner advertisements, links or other text or images. As part of a few of our sponsorship agreements, sponsors selling products may provide us with a commission on sales of their products generated through our Web sites. Advertising revenues are derived principally from short-term advertising contracts in which we typically guarantee a minimum number of impressions or pages to be delivered to users over a specified period of time for a fixed fee. Some sponsorship and advertising revenues are also derived from sponsored links, currently supplied by Google, Inc. or Google, appearing on our Web pages that are based upon relevant content or a World Wide Web search query result. These revenues are earned on a cost per thousand page views and/or a percentage of net advertising revenue earned by Google from advertisers.

        Our sponsorship and advertising revenues are derived primarily from promotional agreements, in which either full-screen arrival advertisements or display or banner advertisements are prominently displayed. A full-screen arrival advertisement appears upon entering one of our Web sites and includes a dramatic message that covers the screen and fades in up to 10 seconds leaving a smaller "arrival ad related message" embedded on the appearing Web site page. A display or banner advertisement consists of promotional content that can appear at the top or bottom of the pages on iVillage's Web sites. From each "arrival ad related message", display and banner advertisement, viewers can hyperlink directly to the sponsor's or advertiser's Web site, thus providing the sponsor or advertiser the opportunity to directly interact with an interested customer.

        We also offer research services to our sponsors, advertisers and other customers. Through third party vendors and internal staff, we provide research measuring brand awareness and the attributes related to purchase decisions. This research is primarily conducted through online campaigns where users to our Web sites are randomly invited to participate in a brief survey designed to elicit information. This research can provide our sponsors and advertisers with important demographic information, marketing information and assistance with online promotional campaigns.

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        We have a number of sponsorship and advertising arrangements with leading advertisers and sponsors across several industries which in 2004 included:

Customer Concentration

        Our five largest customers accounted for approximately 27% of total revenues for each of the years ended December 31, 2004 and 2003, and approximately 38% of total revenues for the year ended December 31, 2002. In 2004, one advertiser, Hearst, a related party, accounted for approximately 10% of our total revenues. No other single customer accounted for more than 10% of our total revenues in 2004. In 2003, Hearst accounted for approximately 11% of our total revenues. No other single customer accounted for more than 10% of our total revenues in 2003. In 2002, The Proctor and Gamble Company, or Procter and Gamble, and Hearst each accounted for approximately 11% of our total revenues, and Unilever, PLC and its affiliates, or Unilever, accounted for approximately 10% of our total revenues. No other single customer accounted for more than 10% of our total revenues in 2003. At December 31, 2004, no single customer accounted for more than 10% of our total net accounts receivable, and at December 31, 2003, Hearst accounted for approximately 20% of our net accounts receivable.

        Hearst has been one of our largest customers for each of the last three years. In July 2004, iVillage and Hearst entered into a Web site services agreement that superseded and replaced our 2001 amended and restated magazine content license and hosting agreement with Hearst. Under these agreements, we provide production, maintenance and hosting services, for which in 2004 we earned approximately $3.7 million, and advertising services, for which in 2004 we earned approximately $1.4 million. In addition, we are entitled to a commission derived from the sale of Hearst magazines, which in 2004 totaled approximately $0.7 million. As part of these agreements we also pay Hearst a royalty fee, which in 2004 totaled approximately $0.6 million. Unless earlier terminated for cause, our Web site services agreement with Hearst will expire in July 2007 and will continue on a month-to-month basis unless a party provides the other with notice of termination.

        Our largest customers have varied over time in the past, and we anticipate that they will continue to do so in the future. We do expect, however, that our results of operations in any given period will continue to depend to a significant extent on revenues from a small number of customers. For example, during 2004 Wal-Mart indicated to us that they would no longer be utilizing IVPN to create and distribute custom publications used for baby promotions in Wal-Mart's United States stores. Although Wal-Mart has never accounted for more than 10% of our total revenues on an annual basis, they have accounted for more than 10% of our total revenues on a quarterly basis. A failure to enter into contracts to replace these revenues would adversely affect IVPN's, and could adversely affect our, business, financial condition and results of operations. Consequently, the loss of even a small number of our largest customers at any one time may adversely affect our business, financial condition and results of operations, unless we are able to enter into contracts to replace lost revenue.

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Content Targeting and Search Arrangements

        In August 2003, we entered into agreements with Google to provide cost per click content and keyword targeted text advertising and World Wide Web search services to our network of Web sites. A user of our network of Web sites can use Google's proprietary mechanism to search billions of pages on the World Wide Web. Using Google's AdSense for Search service, an ensuing search results page will include targeted text link advertisements that provide an additional source of relevant information related to the user's specific search query. Through Google's AdSense for Content service, a user of our Web sites also receives contextually targeted text link advertisements that are based upon the unique content contained on each individual page of the site.

        The text link advertisements resulting from Google's AdSense services come from their network of over 100,000 advertisers. We earn revenue from clicks generated from these text link advertisements on the content and search result pages through our network of Web sites. Our agreement with Google related to AdSense for Content services expires in August 2005. Our agreement with Google related AdSense for Search services expires in August 2005, with a mutual option to renew for one additional year.

        In February 2004, we expanded our relationship with Google by entering into an agreement for additional search services using the Google Search Appliance. The Google Search Appliance allows a user of our network of Web sites to conduct an internal search that limits its results to information contained on our network of Web sites. We also use Google's AdSense for Search with the Google Search Appliance to include targeted text link advertisements with a user's internal search results page. Our agreement with Google related to the search appliance expires in February 2006.

Content Licensing Agreements

iVillage UK

        In March 2003, we entered into a license agreement with Tesco, PLC, or Tesco. Under the agreement we license our content and intellectual property, including trademarks and copyrights for use on www.iVillage.co.uk, or iVillage UK. iVillage UK serves the women's online market in the United Kingdom and the Republic of Ireland through a focused community and an array of interactive, customized online solutions and services. In exchange for the license, we receive the greater of a minimum monthly license fee or a percentage of iVillage UK's gross revenues. Our license agreement with Tesco expires in March 2023 and automatically renews unless one party provides notice to the other one year prior to the termination of the then current renewal term. Either party may terminate the agreement during the initial term of this agreement with 90 days prior notice if iVillage UK is deemed not to be a profitable entity.

MSN Network

        In September 2003, we entered into a content license arrangement with MSN network, or MSN. Under the agreement, MSN presents select iVillage content on its women's channel, MSN Women, including editorially relevant content in the categories of Beauty, Fashion & Style, Relationships, Home & Food, and Career & Money. In exchange for the content, our logo, as well as hyperlinks to additional relevant content located at iVillage.com, appears throughout the MSN Women channel and anywhere our content appears on MSN. The links contained on MSN drive additional traffic to our Web sites. We also have the opportunity to offer and promote our for-pay products and services to MSN users. In January 2005, our content license arrangement was expanded so that our editorially relevant content would also be featured on MSN's Health and Fitness Channel. The term of our agreement with MSN was also extended to December 31, 2005.

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Yahoo! Astrology

        In March 2004, we entered into a content license and distribution agreement with Yahoo! Inc, or Yahoo!. Under this agreement, we are the exclusive provider of astrological content to Yahoo!'s online astrology area. iVillage astrological content is also available in other areas of Yahoo!'s Web site. We provide Yahoo! with daily horoscopes and astrological reports. Links to additional content located on our Web sites appear throughout the Yahoo! astrology area. Yahoo! receives the greater of a fee for each registration for a gratuitous iVillage astrological chart or a revenue share for each iVillage astrological chart purchased by a Yahoo! user. Our agreement with Yahoo! expires in March 2006 and provides for our right to terminate with 30 days prior notice in the event defined content posting thresholds are not met.

Media Arrangements

        In addition to our relationship with Hearst, we will from time to time enter into agreements by which third parties will allow us to monetize their users and advertising inventory and incorporate their Web site traffic within our network of Web sites. Most Internet audience management companies include the traffic from these non-proprietary Web sites in the information they report about us.

Membership and Privacy

        We believe a large and active membership base is important to our success, and as of December 31, 2004, we had approximately 13 million members. Some features of our Web sites are restricted to members. Membership is free and available to iVillage.com users who disclose their name, e-mail address, zip code, country, age and gender and choose a member name and password to be used throughout member-only areas. Members form iVillage.com's core audience and are our most valuable users. Community challenges, message boards and chats are examples of iVillage.com members-only benefits.

        We recognize the importance of maintaining the confidentiality of member information and have a privacy policy to protect this information. Our current privacy policy is accessible through a link on each iVillage.com Web page, including the member registration page. Our current policy prohibits the sale or disclosure to any third party of any member's personal identifying information, such as his or her name or address, unless the member has provided consent in the form of an "opt-in". In limited situations that are described in our privacy policy, access to personally identifying information may be provided to a third-party partner if it is necessary for the delivery of a member service, such as a message board log-in. In these instances, the partner has agreed to be bound by our current privacy policy. In some instances, we may use information based on a member's activities on the site to offer relevant products and services on behalf of an advertiser.

        We offer our users the opportunity to purchase for-pay premium services and we plan to continue to offer these premium services as well as new for-pay services in the future.

Women.com

        On June 21, 2001, we completed our acquisition of Women.com Networks, Inc. Women.com was relaunched on iVillage.com and features content and communities in six departments including Sex & Dating, Entertainment, Style & Beauty, Celebrities, Girl Talk and Fun & Games, and also provides message boards for women who want to converse about such topics. As part of our recent site redesign, the content comprising Women.com is now found in our Beauty & Style, Love & Sex and Entertainment offerings of iVillage.com.

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gURL.com

        On August 5, 2003, we acquired the gURL.com Web site and related assets. gURL.com is a leading online community for teenage girls offering articles, advice, resources, games and interactive content, and a branded book series with topics of interest to teenage girls. gURL.com increases our demographic reach to include girls that are thirteen years of age and older and allows us to target an expanded list of advertisers as well as the additional brands of current advertisers.

Astrology.com

        On February 18, 1999, we acquired Knowledgeweb, Inc. and its primary asset, Astrology.net, which eventually became Astrology.com. Astrology.com is a content and commerce Web site providing daily horoscopes, astrology content and personalized forecasts that appeal to our core demographic of women. Astrology.com serves as a vehicle to drive repeat visits to iVillage.com through the use of daily horoscopes and accounts for a substantial portion of our traffic. We attempt to leverage the popularity of Astrology.com by using internal promotion and links to attract Astrology.com users to our other Web sites, resulting in higher average page views and time spent per visit. Astrology.com has also created an interactive commerce system that provides instantaneous, digital astrology reports and tarot card readings, which are based on input from users.

Substance.com

        On November 3, 2003, we exercised our call option to purchase Unilever's remaining ownership interest in Cooperative Beauty Ventures, L.L.C., or CBV, resulting in CBV becoming a wholly owned subsidiary of iVillage. The principal asset of CBV, Substance.com, is a Web site that offers an array of personalized online services, beauty and personal care products and interactive product recommendations. We formed CBV as a joint venture with Unilever in February 2000, with both parties agreeing to provide cash, intellectual property, marketing and other resources to the venture. The content of Substance.com has now been streamlined into our iVillage.com Beauty & Style offering.

GardenWeb.com

        On November 22, 2004, we acquired The Virtual Mirror, Inc. and its primary asset GardenWeb.com, a leading community of gardeners, offering content, web forums, community exchanges, and reference tools focused on horticulture. A former affiliate of our network of web sites, GardenWeb.com continues to augment iVillage.com's House & Home offering.

Healthology

        On January 7, 2005, we acquired Healthology, Inc., a leading producer of original, streaming video health programs and physician-authored articles. Healthology's library consists of approximately 1,200 streaming videos and approximately 2,000 articles and transcripts on health-related topics. Prior to release, all of Healthology's content is peer-reviewed by physicians affiliated and unaffiliated with Healthology. Healthology often collaborates with medical societies and other medical professional organizations in its production of content, development of sponsorships and creation of continuing medical education programs. In addition to its use on Healthology.com, Healthology's content is syndicated and appears on a distribution network of approximately 4,500 Web sites that includes prominent news media organizations, online consumer portals, health foundations and medical associations.

        Healthology's content can be condition specific or general in nature, and is targeted at consumers and healthcare professionals. Healthology's offerings for consumers help them to become better informed about healthcare choices and assist them in playing an active role in managing their health. Healthology's offerings for healthcare professionals enhance their clinical knowledge and their ability to

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communicate with patients regarding treatment options for specific health conditions. Healthology's content augments several of the key areas of iVillage.com including the Health & Well-Being, Diet & Fitness and Pregnancy & Parenting sections.

        Healthology offers clients three primary types of services: sponsorship and production, relationship management, and content licenses. Healthology charges sponsors for the creation, production and distribution of health-related content and streaming media. This content may be customized to a sponsor's specific demographic or purpose, and can also include grants where Healthology is compensated for creating educational content, but in which Healthology does not relinquish any editorial control to the sponsor. Healthology also receives service fees for assisting clients with the development of relationships through personalized health-related electronic newsletters and turn-key Web site solutions. Finally, Healthology licenses, co-brands and re-brands its content for which it receives content-license fees and shares in the revenue derived from advertising appearing proximate to the content.

iVillage Parenting Network

        IVPN is a holding company for Lamaze Publishing and IVIP which collectively provide informational and instructional magazines, television programming, videos and online properties of interest to expectant and new parents.

Lamaze Publishing

        On August 20, 1999, we acquired Lamaze Publishing, Inc, the assets of which eventually formed Lamaze Publishing. Lamaze Publishing offers Lamaze-related products and services. Lamaze is a method of childbirth preparation based on the Lamaze philosophy of birth, which states that birth is "normal, natural and healthy" and "childbirth education empowers women to make informed choices in healthcare, to assume responsibility for their health and trust their inner wisdom." Lamaze Publishing is the exclusive licensee of the LAMAZE® family of marks, owned by Lamaze International, Inc., for use in connection with consumer publications including print, audio, visual and other media. Our agreement with Lamaze Publishing grants these exclusive rights through July 2015 and we have an option to renew for an additional five years, unless either party provides the other with 12 months advance notice of termination.

        Lamaze Publishing's business strategy is to provide superior editorial products that target expectant and new parents who seek information related to pregnancy, the birth process and infant care that may not be readily available from busy healthcare professionals. Lamaze Publishing's materials are distributed through its vast network of healthcare professionals and childbirth educators as an alternative source for such information. Lamaze Publishing gratuitously provides its materials, but offsets its expenses by selling print advertising and promotional messaging to advertisers targeting the young family market. Examples of Lamaze Publishing's product offerings include:

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Lamaze Parents, a leading prenatal magazine used in childbirth education classes covering such relevant topics as prenatal nutrition, the role of the childbirth partner and the physical and emotional challenges of pregnancy, which had an annual circulation of approximately 2.7 million for 2004;



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Lamaze para Padres, a leading Hispanic pre- and post-natal magazine used and distributed by Spanish-speaking childbirth educators, which had an annual circulation of approximately 750,000 for 2004; and



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Lamaze Magazine Onserts, a sampling/promotion publication that targets expectant and new parents with coupons, samples and promotional literature that is bundled in a poly-bag with a

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magazine and distributed by Lamaze Publishing's network of healthcare professionals and childbirth educators.

        As a complement to the offline parenting media vehicles of IVPN, we have offered two Web sites that target parents on iVillage.com: ParentsPlace.com and ParentSoup.com, or Parent Soup. ParentsPlace.com is a community where new and expecting parents can connect, communicate and share in the joy of starting a family, with key features such as the Baby Name Finder, Pregnancy Calendar, First Year of Life Newsletter, Expecting Clubs, Playgroups and information from certified healthcare experts. Parent Soup is designed for parents committed to raising happy and healthy kids from toddlers to teens and includes a toddlers department, preschool department, development tracker, mothers circles, Thirty-Something Parents and information from certified healthcare experts. The content of ParentsPlace and Parent Soup can now be found in iVillage.com's Pregnancy & Parenting offering.

IVIP

        IVIP is the owner and operator of The Newborn Channel, The Newborn Channel-Spanish which is currently offered as an audio overlay to The Newborn Channel, and The Wellness Channel, all three of which we refer to as the Channels. The Newborn Channel is a 24 hours a day, 7 days a week, satellite television network offering exclusive programming to new mothers in their hospital rooms. In 2004, approximately 1,050 hospitals nationwide aired The Newborn Channel and, according to a study conducted in 2004 by Roper ASW, The Newborn Channel is viewed by greater than 80% of all mothers giving birth in these hospitals, reaching an annual circulation of approximately 2.5 million mothers. IVIP also transmits The Wellness Channel to hospitals offering general health and wellness-based programming covering topics such as patient's rights, alternative pain cures and breast cancer awareness. As of December 31, 2004, the number of hospitals airing The Wellness Channel was nominal.

        IVIP derives revenue from the sale of advertising messages and sponsorships on the Channels to third parties desiring to target pertinent markets. During 2003, IVIP began collecting a fee for receiving the Channels and, as of February 28, 2005, had converted approximately 60% of its viewing hospitals to an annual fee agreement. IVIP's for-pay initiative was undertaken in anticipation of upgrades in the technology that delivers the Channels to the hospitals and may correlate with the expiration of existing non-paying agreements with the hospitals. IVIP commenced installation of this delivery system in the hospitals in the first quarter of 2004. Once installed, the new technology will allow IVIP to customize the programming and advertising viewed at each individual hospital site and decrease operating costs due to a reduction in required satellite time.

        IVIP also owns and publishes Baby Steps magazine, a leading source of post-natal information and the only magazine endorsed by the National Association of Pediatric Nurse Practitioners, or NAPNAP, a professional organization with over 7,000 members nationwide. Baby Steps is often augmented with a promotional program that includes coupons, samples and literature of third-party advertisers that are bundled in a poly-bag with the magazine and distributed primarily to new parents at hospital bedside. Baby Steps had an annual circulation of approximately 3.0 million for the year ended December 31, 2004.

        In recent years, IVIP has also leveraged its experience of producing promotional materials to create several custom publications for sponsors of both IVPN and iVillage. In each instance, IVIP works with sponsors to create tailored magazines, catalogs or other marketing materials that range from product information and coupon compilations directed to new parents to financial services booklets focused on the needs of entrepreneurial women.

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Promotions.com

        On May 24, 2002, we completed our acquisition of Promotions.com. Promotions.com is comprised of two divisions: Promotions.com and Webstakes.com. The Promotions.com division provides custom solutions to create and manage promotions on a customer's Web site. The Promotions.com division's revenues are derived from providing services related to the creation, administration and implementation of online and offline promotions. Companies that utilized the Promotions.com division's services in 2004 include such marketers as Kraft Foods North America, Inc., Nabisco Inc., Priceline.com Incorporated and Best Buy Company, Incorporated, and such marketing agencies as The Marketing Store Worldwide and Publicis Dialog. In 2003, we outsourced most of the operations of Promotions.com to an existing service provider in order to create economies of scale.

        The Webstakes.com division provides direct marketing services for third-party promoters and advertisers via the Internet and e-mail. Beginning in 2003, Webstakes.com modified its business model in anticipation of the state commercial e-mail legislation that ultimately lead to the federal CAN-SPAM Act of 2003, or CAN-SPAM, which took effect in the United States on January 1, 2004. CAN-SPAM, and pertinent state legislation impose specific requirements in connection with the sending of commercial e-mail. Webstakes.com mailings are compliant with the requirements of CAN-SPAM and Webstakes.com requires all third parties to be CAN-SPAM compliant in accordance with the provisions of Webstakes.com's standard contract. Revenues from Webstakes.com services are primarily based upon either a "cost-per-click" or a "cost-per-action" pricing model.

Public Affairs Group

        On July 16, 2001, we acquired control of PAG, a privately held company, which is comprised of Business Women's Network, Diversity Best Practices, and Best Practices In Corporate Communications. PAG offers several fee-based benefits and services to subscribing companies and members including:

        PAG produces several books and publications through its divisions, including:

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The BWN Directory of Business and Professional Women's Organizations—lists over 5,000 organizations and Web sites;

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•

The BWN Calendar of Women's Events; Best of the Best: Corporate Awards for Diversity and Women—reviews over 45 of the best lists in America for saluting corporations for their achievements related to diversity and women;



•

Women and Diversity Enrollment Report—provides a guide to the enrollment statistics of U.S. undergraduate and graduate schools for women and minorities; and



•

Women and Diversity WOW! Facts—includes an annual compendium of salient facts, figures and statistics on and about the women's marketplace compiled from close to 10,000 research reports.

        PAG also hosts several events including an annual Diversity and Women Leadership Summit & Gala which in 2004 was attended by over 1,100 participants from 55 major corporations, 15 U.S. government agencies and 37 nations, and honored 12 senior officers of Fortune 500 companies and government agencies as advocates of diverse business cultures.

iVillage Consulting

        iVillage Consulting is our business unit that provides production and back-end provisioning services for third parties, including the creation and development of Web sites, digital commerce platforms and other aspects of their technology infrastructures. We recognize revenues from these services based upon a number of factors including actual hours worked at negotiated hourly rates, fixed fees stipulated in contracts or straight-line over the life of the contract. In 2004, iVillage Consulting provided services to Hearst, N. V. Perricone, M.D., Limited, a provider of skin care products, and Tesco.

        iVillage Consulting produces, maintains and hosts several online properties of Hearst. Pursuant to various web site services agreements, we continue to receive the online distribution rights to 23 of Hearst's online properties. Various areas within our network of Web sites link to the content of these magazine sites. We receive a revenue share for each magazine sold through our network of Web sites and various areas within our network of Web sites link to the content of certain of the magazine sites. The following table describes the magazine sites that are integrated into the iVillage network of Web sites:

        In addition to the their corporate Web site, Hearst.com, other Web sites for which we provide to Hearst production, maintenance and hosting services include: Seventeen.com, CosmoGirl.com, Teenmag.com, HarpersBazaar.com, Esquire.com and related merchandising sites.

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iVillageSolutions

        In July 2002, we announced our collaboration with Rutledge Hill Press to publish an iVillageSolutions branded book series. Our strategy in providing these books is to provide a logical offline extension of iVillage.com's content. We receive a share of the royalties from the sale of the following books:

•

Best Advice on Finding Mr. Right—provides advice for the woman looking to find love or to make a relationship work;



•

Best Advice on Life After Baby Arrives—provides information, comfort and inspiration to women facing the demanding first months after a baby arrives;



•

Best Advice on Starting A Happy Marriage—provides insights and solutions for engaged and newlywed couples for making their marriage an adventure that will last;



•

6 Weeks to Losing It For Good—includes a six-week weight loss program for the common woman and an eating and exercise strategy tailored to a woman's personality and lifestyle;



•

The Frugal Woman's Guide to a Rich Life—contains guidance and anecdotes of successful secrets that avoid wasting time, money and energy;



•

Quiz Therapy—features fun, insightful self-assessments in such categories as personality, love, dating, couples, weddings, home and beauty; and



•

Heirloom Recipes—brings together the family recipes of the women of iVillage and reflects the spirit in which these recipes were originally shared.

The iVillageSolutions books can be purchased in the book departments of major online and offline outlets.

        We continue to evaluate products and services that are complementary and logical extensions of our brand to augment our iVillageSolutions offerings.

Other Operational Activities

        In 2002, we launched an iVillageSolutions-branded vitamin and nutraceutical supplement line and iVillageAccess, a dial-up Internet Service Provider offering. Each was supplied through a collaborative venture with a third party with whom we shared a portion of the profits from sales or subscriptions. The revenues related to both of these activities were not significant, and each agreement with their respective third party provider was ultimately terminated during 2004.

Long Lived Assets

        We have long lived assets which include fixed assets, goodwill, intangible assets and prepaid rent. As of December 31, 2004, our remaining net fixed assets were approximately $8.4 million, net goodwill was approximately $23.2 million and net intangible assets were approximately $8.8 million.

        In July 2003, we entered into a lease amendment with the landlord of our New York headquarters that became effective on August 15, 2003. The lease amendment provides for a reduction in leased space, as well as a reduction in rent per square foot. In connection with the lease amendment, we surrendered approximately $8.5 million classified as restricted cash to the landlord, resulting in a lease restructuring charge of approximately $4.7 million and prepaid rent of $3.7 million, which will be amortized over the remaining life of the lease which expires in 2015. Our prepaid rent, net of the current portion, is reflected as a long-lived asset in our financial statements.

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Employees

        As of December 31, 2004, we employed 216 employees, of whom 77 were in sales and marketing, 52 were in editorial and community, 35 were in administration and customer service, and 52 were in technology, operations and support. Our current employees are not represented by a labor union and are not the subject of a collective bargaining agreement. We believe that relations with our employees are satisfactory.

Sales, Marketing and Public Relations

Sales

        As of December 31, 2004, we had a direct sales organization consisting of 16 sales professionals. In addition to typical sales activities, our sales professionals regularly consult with agencies and advertisers on design and placement of Web-based advertising and provide clients with measurements and analyses of advertising effectiveness. Several of our subsidiaries also have their own dedicated sales team, including:

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Eight professionals who concentrate primarily on advertising sales and annuals fees for IVPN's Channels, video products and print advertising;



•

Eleven professionals involved in sales of the memberships, events and publications offered by PAG; and



•

Three professionals who sell Promotions.com's direct marketing services.

Marketing and Public Relations

        Our marketing professionals employ a variety of methods designed to promote our brands and to attract traffic and new members, including advertising on other Internet sites primarily through barter agreements, targeted publications, cross promotional arrangements to secure advertising and other promotional considerations. To extend the iVillage brand, we have also entered into several strategic alliances with offline partners. In addition, we leverage other audience building strategies, including working closely with search engine submissions, news group postings and cross-promotions to properly index materials.

        Our internal public relations department oversees a public relations program that assists in our marketing and brand recognition strategies. The program targets either a trade or business or a consumer audience to promote us and our brands.

        To maximize distribution of IVPN publications and the Channels, and to gain the endorsement of the professional community for these products, IVPN gives particular attention to marketing efforts targeted to childbirth educators, maternity nurses and hospitals. A staff of two marketing professionals contacts hospitals for distribution of the Channels and works with the healthcare professional community to maintain distribution levels of IVPN's publications and demonstrate how they can be used as teaching tools for expectant parents and new mothers. IVPN representatives maintain contact with the healthcare professional community through trade shows, professional conferences, consumer publication updates and personal sales calls.

Operating Infrastructure

iVillage Web Sites

        Our Web site operating infrastructure must accommodate a high volume of traffic and deliver frequently updated information and consists of approximately 100 servers. These servers run on the Sun Solaris, Linux and Microsoft Windows, NT and 2000 operating systems and use Netscape Enterprise,

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Apache and Microsoft Corporation's IIS Web server software. Our Web sites have in the past suffered outages or experienced slower response times because of hardware or software malfunctions. To date, this has not had a material effect on our business. In 2004, we consolidated and upgraded approximately 25 servers. We expect to purchase additional servers to meet our growth needs, as well as continue to consolidate older servers.

        We maintain all of our production servers at the New Jersey Data Center of SAVVIS Communications Corporation, or SAAVIS, and the California facilities of Verio, Inc., or Verio. Due to our recent acquisition of Healthology, we also currently maintain their production servers at the New York location of Globix Corporation, or Globix. Our operations are dependent upon these companies' ability to protect their respective systems against damage from fire, hurricanes, power loss, telecommunications failure, break-ins and other events. SAAVIS provides comprehensive facilities management services, including human and technical monitoring of all production servers 24 hours per day, seven days per week. The servers located at Verio are monitored by our California operations staff. Each facility is powered by multiple uninterruptible power supplies and backup generators. We cannot assure you that SAAVIS, Verio or Globix will be able to provide sufficient services to us. If necessary, we believe we will be able to engage satisfactory alternative service providers on commercially reasonable terms.

        In 2004, all of our production data, except Astrology.com, was copied to backup tapes each night and stored at a third-party, off-site storage facility. Astrology.com's production data was backed up on a daily basis at our facilities. We keep all of our production servers behind firewalls for security purposes and do not allow outside access except via secure channels. Strict password management and physical security measures are followed. Computer security vulnerability alerts are read, and, where appropriate, recommended action is taken to address any risks or susceptibilities.

        We do not presently have a comprehensive disaster recovery plan to respond to system failures. However, we provide business continuity of our information systems through the use of various technology strategies such as hardware redundancy, clustering, and load balancing. Our recovery plans provide the capability to address a failure within a specific location, however, it may not comprehensively address a failure caused by a disaster affecting an entire geographic region.

Advertisement Serving Solutions

        For several years we have used the services of DoubleClick, Inc., or DoubleClick, including DoubleClick's scalable tools for targeting, serving and analyzing online campaigns, as well as assisting in the effective monetization of advertising inventory. In particular we employ a product known as DART, which has become an online industry standard and is familiar to many of our advertisers and sponsors. Our services with DoubleClick are governed by a Master Services Agreement. In June 2004, we entered into an amendment to both our DART services attachment for publishers agreement that governs our DART services for standard media, and our DFP motif agreement that governs our DART services for rich media. Each of these agreements is now scheduled to expire in December 2007.

Audience Management System

        In August 2003, we entered into a software license and services agreement with Tacoda Systems, Inc., or Tacoda. Tacoda provides an audience management system, or AMS, that is designed to assist in the growth of advertising and transactional revenues by profiling and targeting the most valuable segments of a Web site's audiences. Tacoda's AMS collects audience data from data sources, such as ad servers, content servers, e-mail databases, e-commerce servers, applications, and data analytic programs, and merges this information with our subscription, contest and registration data to provide us with a composite view of our audience. These audience profiles can contain demographic data and audience site behavior, such as frequency of visits or the propensity to click on display

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advertisements. The analytics and business intelligence that is integrated in the AMS is designed to allow us to prioritize our monetization of our Web sites and maintain a persistent relationship with the desires of our users, as well as provide our sponsors and advertisers with more valuable data points. Our agreement with Tacoda is perpetual by function of an auto-renewal clause, and we may terminate the agreement immediately at any time and for any reason by providing notice to Tacoda.

Message Board Utilities

        In August 2004, we entered into an operation services agreement that continued our relationship with Prospero Technologies LLC, or Prospero, under which Prospero provides application software, hosting and technical support for our message boards. The Prospero system provides enhanced functionality to our message boards, making them more useful to, and consequently more likely to be frequented by, our users and members. The features of the Prospero system include the ability of a user to receive an e-mail when someone responds to a specific message board post and to search the vast number of topics posted on our message boards. We also offer premium message board utilities for an additional charge, however, revenues to date from the premium Prospero utilities have not been significant. Our agreement with Prospero expires in August 2005 and automatically renews for successive one year periods unless a party provides notice of a termination. Our agreement with Prospero may be terminated by either party for cause or at any time and for any reason by providing the proper period of notice to the other party.

The Channels

        In the past IVIP's broadcast of the Channels originated from a laser disc system, operated by Ascent Media, or Ascent, that provided a constant uplink signal to a PanAmSat satellite that is redirected to a satellite dish at each hospital and distributed to a patient's room for airing in real-time. In 2004, however, IVIP, through Ascent, began to install and convert existing hospital sites to a new technology that allows for customization of programming at each site, provides for multi-channel audio and video capabilities and eliminates the need for a constant satellite feed. The programming and advertising of each individual hospital site may now be updated on an as needed basis from Ascent's facility via a satellite signal to the existing satellite dish at each hospital site. The new technology will then receive and store the updated content for airing at a specific time or date in the future. Ascent remains responsible for the installation and service of IVIP's equipment located at each hospital and we maintain business interruption insurance in the event programming is interrupted over the designated satellite. IVIP intends to complete the conversion of all hospital sites to the new technology within the next few years. As of December 31, 2004, approximately 58% of hospital sites have signed agreements to utilize the new technology. IVIP is currently in negotiations with Ascent and has entered into an interim letter agreement, dated as of March 1, 2005, with Ascent regarding the continued provision of distribution, maintenance and installation services until a definitive services agreement mutually acceptable to the parties can be executed. The interim letter agreement is presently scheduled to expire on March 31, 2005.

Competition

        We compete for members, users, advertisers and commerce, and believe the primary competitive factors in creating and maintaining a successful Internet-based business include:

•

functionality;



•

brand recognition;



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member affinity and loyalty;



•

demographic focus;

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•

variety of value-added services;



•

ease of use;



•

pricing;



•

quality of products and services; and



•

reliability and critical mass.

        We also compete with other companies or Web sites which are primarily focused on targeting women online, including Lifetimetv.com and Oxygen.com, as well as Web sites targeted at the specific categories contained on our Web sites. We also anticipate competition from:

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search engine providers;



•

shareware archives;



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content sites;



•

other entities that may attempt to establish communities on the Internet by their own creation or purchasing one of our competitors;



•

commercial online services;



•

direct marketing companies; and



•

internet service providers.

        We also compete with traditional forms of media, such as newspapers, magazines, radio and television, for advertisers and advertising revenues. We believe that the principal competitive factors in attracting advertisers include:

•

the demographics of our users;



•

brand recognition;



•

the overall cost-effectiveness of the advertising medium offered by iVillage;



•

our ability to offer targeted audiences; and



•

the amount of traffic on our Web sites.

        Many of our current and potential competitors, including developers of Web directories and search engines and traditional media companies, have:

•

longer operating histories;



•

significantly greater financial, technical and marketing resources;



•

greater name recognition; and



•

larger existing customer bases.

        These competitors are able to undertake more extensive marketing campaigns for their brands and services, adopt more aggressive advertising and subscription pricing policies and make more attractive offers to potential employees, distribution partners, commerce companies, advertisers and third-party content providers. Internet content providers and Internet service providers, including developers of search engines, sites that offer professional editorial content and commercial online services, may not be perceived by advertisers as having more desirable Web sites for placement of advertisements.

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        Several of our current advertisers, sponsors and strategic partners also have established collaborative relationships with our competitors or potential competitors, and other high-traffic Web sites. Accordingly:

•

we may be unable to grow our membership, traffic levels and advertiser customer base at historical levels;



•

we may be unable to retain our current members, traffic levels or advertiser customers;



•

we may be unable to attract a significant number of paying customers for our products and services;



•

competitor's growth in traffic from these relationships could make their Web sites more attractive to advertisers; and



•

our strategic partners may sever or elect not to renew their agreements with us.

        Several major publishing companies produce products that are directly competitive with IVPN's magazines. Time Inc., G&J USA Publishing, and Meredith Corporation all publish various pre- and post-natal publications. Disney Publishing and Children's Television Workshop also publish general parenting magazines. All of these publishers have substantially greater marketing, research and financial resources than IVPN. IVPN competes by emphasizing the highly targeted nature of its audience, product quality and the fact that its publications are used as teaching tools by professionals, as well as the credibility and trust parents place in the LAMAZE® brand name.

        While Lamaze Publishing's instructional videos and IVIP's The Newborn Channel currently have no direct competitors, advertisers in this marketplace are heavy users of daytime network television and cable television networks targeted to young parents. The broadcasting companies that provide these opportunities have invested substantial amounts in programming, sales and marketing and are much better known to advertisers than IVPN, Lamaze Publishing and IVIP. To compete, Lamaze Publishing and IVIP must convince advertisers that advertising recall and effectiveness obtained in an educational or hospital setting is superior to that of traditional broadcasting.

        The Wellness Channel currently contends with a few direct competitors, such as General Electric Company's the "Patient Channel," in addition to the competition experienced by the other channels. Although few in number, such direct competitors possess significant financial resources, have well-established brand names, and large existing customer bases when compared with IVIP. To compete, IVIP must up-sell the current subscribers to, and advertisers on, its other Channels and continue to offer superior programming to differentiate itself from its competitors.

        Healthology competes with both online and offline providers of healthcare information for user traffic and sponsorships from pharmaceutical, biotech, medical device and consumer products companies. Offline suppliers of healthcare information include network and cable television, print journals, conferences, continuing medical education programs and symposia. In addition, Healthology competes online with thousands of healthcare-related Web sites, including WebMD Corporation. In addition, there are many companies that provide non-Internet based marketing and advertising services to the healthcare industry. These competitors include advertising agencies, consulting firms, marketing and communications companies and contract sales and marketing organizations. Some of these entities have well-established brand names, large existing customer bases and extensive marketing budgets. To compete, Healthology must convince users and sponsors that information provided by Healthology is superior to these alternative sources and utilize such content on iVillage.com to increase visibility, use and brand recognition.

        Our iVillageSolutions products compete with similar product and service offerings many of which are from companies with greater brand recognition and resources. In order to compete, we must attract

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the customers of competitors by differentiating these products and leveraging our brand name and internal advertising capabilities.

        We may not be able to compete successfully against our current or future competitors and competitive pressures that we face could have a material adverse effect on our business, financial condition and results of operations.

Intellectual Property, Proprietary Rights and Domain Names

        We regard our copyrights, service marks, trademarks, trade names, trade dress, trade secrets, proprietary technology and similar intellectual property as critical to our success. We rely on trademark and copyright law, trade secret protections of the countries in which we conduct business and confidentiality and/or license agreements with our employees, customers, independent contractors, affiliates and others to protect our proprietary rights.

        We have licensed in the past, and expect that we may license in the future, certain of our proprietary rights to third parties. Although we attempt to ensure that these licensees maintain the quality of our brand, the steps we have taken to protect our proprietary rights may not be adequate and third parties may infringe or misappropriate our proprietary rights. In addition, other parties may assert claims of infringement of intellectual property against, or challenge our proprietary rights.

        As of December 31, 2004, we owned approximately 180 domestic and foreign trademark registrations or applications for registration related to our business.

Available Information

        We were incorporated in the state of Delaware on June 8, 1995. The Internet address of our corporate Web site is www.ivillage.com. We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports available free of charge through the "investor info" section of this Web site. We also make available financial information, news releases and other information on this Web site. Our reports filed with, or furnished to, the Securities and Exchange Commission, or SEC, are also available at the SEC's web site at www.sec.gov or at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, DC 20549. Information about the Public Reference Room is available at 1-800-SEC-0330.

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Executive Officers

        The following table sets forth our executive officers, their ages and the positions held by them with us as of March 14, 2005.