BARON INSIGHT FOURTH QUARTER 2014 Global Retail: Expanding Markets, Expanding Opportunities Research Analysts: Ashim Mehra, VP; Kyuhey August, VP; Aaron Wasserman, Anuj Aggarwal, Catherine Chen Baron has a long-standing history of investing in the retail space. Today, retail stocks continue to comprise a key component of many of our Funds, including our three Funds with an investment focus outside the United States: Baron International Growth Fund, Baron Emerging Markets Fund, and Baron Global Advantage Fund. When we analyze potential global retail investments for these Funds, we use the same research-intensive, long-term approach that we apply to our U.S.-focused Funds. We look for what we believe are strong management, sustainable competitive advantages, long-term growth opportunities, and an attractive price. In the Baron International and Baron Emerging Markets Funds, we also employ compelling investable themes to help us identify long-term growth opportunities in specific regions, sectors and/or sub-industries. Within global retail, many of our investments are plays on long-term trends driven by shifting demographics, such as the rise of the middle and upper classes in emerging markets. Other retail investments are focused on opportunities associated with the increasingly interconnected global economy. Other themes range from the impact of transformative technology to the competitive advantages of local businesses. In Baron Global Advantage Fund, we simply look for the best opportunities we can find across the globe that meet our investment criteria. Historically, we have capitalized on market inefficiencies by investing in companies we believe are underappreciated due to various factors, including the short-term horizon of market participants, conventional valuation bias, erroneous sell-side analyst coverage, lack of easily-understood “comparables,” or relative lack of coverage. We look for stocks whose purchase price is at least 20% below our estimate of company’s intrinsic value. like the virtual marketplace business model because it leverages the Internet’s ability to connect retailers and consumers to a degree that is unparalleled in the physical world. The virtual marketplace also appeals to retailers because it gives them the opportunity to market and sell to consumers with minimal upfront expense. Finally, these platforms offer consumers a compelling shopping experience: a wide selection with competitive pricing, from the convenience of their home or pocket. Online marketplaces we hold in our global, international and/or emerging markets Funds include The Priceline Group, Inc., a conglomerate of travel-related sites that operates in more than 200 countries, with the majority of its sales outside the U.S. Like Priceline, Amazon.com, Inc. is a U.S.-based company with global operations. In addition to serving as an online platform for third-party retailers, Amazon generates revenue through its direct-to-consumer retail operations, hardware products, and media and advertising services. In Japan, Rakuten, Inc. is that country’s largest e-commerce site, offering consumers more than 95 million products from about 40,000 merchants. In China, Qunar Cayman Islands Ltd. is a metasearch travel platform much like Priceline and the most visited travel website in that country. No discussion about global e-commerce leaders, however, is complete without the mention of China’s Alibaba Group Holding Ltd., the largest e-commerce company in the world. Growth of the Chinese E-Commerce Consumer Base from 2010 to 2015 2010 2015E China 140 Million Online Shoppers 520 Million Online Shoppers Virtual Marketplaces The Internet has fundamentally transformed how people communicate, socialize, conduct business, entertain themselves, find and share information, shop and get around. Within Internet, we believe that by far the largest and most powerful secular investment theme, with a long runway for multi-year growth, is the global e-commerce trend. Currently, just 6% of total retail transactions take place online; over the next four years, this percentage is projected to almost double, to roughly 11%. Several of our e-commerce holdings operate as virtual marketplaces, offering a one-stop-shop online platform for consumers and retailers. We USA 2010 140 Million Online Shoppers Sources: Strangeloop, iResearch, Money Morning Staff Research 2015E 200 Million Online Shoppers On September 19, 2014, Alibaba completed its IPO on the NYSE, raising $25 billion to claim the title of the biggest IPO in history. Previously, Baron had been indirectly invested in Alibaba through Tokyo-based SoftBank Corp., which has a post-IPO stake in Alibaba of roughly 31%. Baron became direct shareholders in Alibaba through its participation in its IPO. As of December 31, 2014, Alibaba’s shares were trading at $103.94, up 53% since its IPO price of $68. In China, Alibaba captures a stunning 80% market share of e-commerce transactions, bringing together some 279 million buyers and 8.5 million sellers. Founded in 1999 by Jack Ma, a former English teacher, Alibaba achieved dominance through an ecosystem of three online retail marketplaces, which generated $248 billion worth of transactions in 2013. As a dominant franchise that benefits from massive scale and powerful network effects; a rapidly expanding e-commerce market with a long runway for above-average growth; and an advertising-centric, assetlight business model that produces outsized profit margins, we believe Alibaba makes a compelling long-term investment. Leveraging Globalization Increasing globalization is facilitating the ability of retail companies to take advantage of divergent trends across regions to grow their businesses. For example, China’s Man Wah Holdings Ltd. is benefiting from the ongoing housing recovery in the U.S. Man Wah manufactures mid-to-high end reclining sofas. About 55% of its sales are in the U.S. and Canada, where Man Wah’s more competitive prices give it an advantage. Another 30% of its sales are in China, where it is benefiting from the growing middle class and gaining market share from local furniture stores. We learned about Steinhoff International Holdings Ltd. through our investment in Man Wah. Steinhoff, which is a South Africa-based, vertically integrated discount furniture manufacturer, sourcer, and retailer, is one of Man Wah’s largest customers. While Man Wah is profiting from the improving U.S. market, Steinhoff is benefiting from slowed growth in Europe, where it is the second largest furniture retailer, behind Ikea. Steinhoff has been expanding rapidly through gains in market share as European households downgrade to value-based furniture, and through the acquisition of distressed assets as smaller European retailers are driven out of business due to weak consumer demand in the down market. Leveraging Local Presence While many of our global retail investments are setting their sights across borders, others are focused more closely at home. Local players in emerging markets can leverage powerful competitive advantages that companies new to the region may lack, such as an intimate knowledge of the market, fluency in local business customs, an established network, and a well-known brand. We could (and, in certain cases, do) own multinational companies that are seeking to penetrate local markets, but we believe that by owning local champions, in many instances we can gain a much greater impact from the emerging middle class in these regions. In China, Alibaba For instance, PT Matahari Department Store Tbk is capitalizing on Indonesia’s growing middle class with the brick-and-mortar equivalent of the virtual marketplace concept. Matahari is the leading department store in Indonesia, serving its middle class for more than 65 years. It operates principally in more remote areas where good products at low prices are scarce. In 2010, new management overhauled the company’s business model, providing a bazaar-style retail environment to vendors who pay Matahari to transport their products to the stores and sell them on a consignment basis. Matahari’s business model is unique in its market, and its existing real estate footprint, distribution network, relationships with vendors, strong brand and local presence gives it, in our view, a strong competitive advantage. We believe Matahari has the IT, logistics, and managerial talent in place to grow from 130 stores to over 300 within the next 10 years. captures a stunning 80% market share of e-commerce transactions. Smiles SA is another example of a regional business benefiting from the growing middle class in emerging markets. Smiles runs the second largest frequent flyer program in Brazil, selling miles on its partner airline GOL to credit card companies, who give the miles to customers as incentives for using credit cards. Customers accrue mileage points and later redeem the miles for airline tickets or other items. Smiles enjoys multiple modes of revenue generation including selling miles to credit card companies, selling top up miles directly to consumers so they can redeem an award, earning interest on cash before consumers accrue enough miles to redeem (usually 6 months), and expired miles. Smiles is poised to benefit from secular growth in both air travel and credit cards. Air travel in Latin America is in a growth stage similar to that of the U.S. in the 1950s, with flying representing a luxury for many consumers and business travel becoming more commonplace. Further, we believe Smiles is likely to grow faster than the market due to market share gains. While partner airline GOL has 40% of the domestic market, Smiles has just 25% of its market, and we believe Smiles will close this gap. Global Logistics With increasing globalization, the ability of retailers to keep in check or reduce logistics-related expenses can provide a key competitive advantage. We think retailers such as Amazon and Steinhoff are able to offer lower prices than their rivals in significant part because of their superior handling of the logistics of their supply and distribution chains. Outsourcing is another way for retailers to manage the increasing costs associated with today’s supply and distribution chains that can stretch across countries and even continents. We discovered Australian company Brambles Ltd. when we were researching unique businesses that allow their retail customers to reduce expenses. The company, which operates in more than 50 countries, leases pallets, crates and containers to retailers, manufacturers, and other customers that transport physical goods. Because Brambles has a customer base that numbers in the thousands, it is able to maximize the efficiency and use of its asset base. By leasing instead of owning, its customers can avoid the costs associated with purchasing transport items that are not used all the time, and/or at their full capacity. Deutsche Post AG is another logistics company that is taking advantage of globalization-related opportunities. Originally a German mail and parcel delivery service, with the buyout of overnight package delivery service DHL in 2002, Deutsche Post started focusing more on growing emerging markets, particularly Asia. The company targets customers with time-sensitive delivery needs for high-value items, complemented by special industryspecific services, such as Collect and Return, in which critical high-tech goods in need of repair are collected from the end user, taken in for repair, and returned; and iMedical Express, a transport service for time and/or temperature-sensitive medical products. With roughly 40% of the Asia Pacific international express delivery market, DHL is benefiting from fast growing consumer and manufacturing hubs throughout the continent. management, and growing markets across the globe have helped drive growth in the company. All of these factors have translated into strong margins and high return on capital. In recent months, uneven macroeconomic conditions, coupled with the Chinese government’s anti-corruption crackdown, have affected sales of Swiss watches and other luxury goods in China. While this has impacted our near-term outlook, long term, we think demand for luxury goods will return. Given the growth of the middle class in emerging markets and their growing discretionary income, we believe European luxury brands, including Richemont’s “maisons,” will continue to be brands of choice among consumers. Total Retail Sales Worldwide, 2013-2018 trillions and % change $28.300 $25.366 $26.827 $23.927 $21.189 $22.492 Established Brands, New Markets The rise of the middle and upper classes in emerging markets such as China, India, and Latin America, offers appealing growth opportunities for retailers, especially the luxury and aspirational brands esteemed by this status-conscious group. The luxury retail industry is unique in that it is dominated by Western brands, many of which have a long history in Europe, giving them a level of brand panache that cannot be replicated by local competition in emerging markets.A number of brands are tapping into this lucrative market – brands such as Tiffany & Co. and Ralph Lauren Corp. in the U.S. (both of which Baron owns in its Funds with a domestic investment focus) and in Europe, Switzerland-based Compagnie Financière Richemont SA. Richemont is a luxury goods powerhouse, specializing in premium jewelry and watches. Richemont’s impressive lineup of “maisons,” some of which are hundreds of years old, include Cartier, Van Cleef & Arpels, Piaget, JaegerLeCoultre, Baume & Mercier, and Montblanc. The company has benefited from a burgeoning market for luxury items in developing regions, driven by wealth creation and pent-up demand for luxury goods. Roughly half of Richemont’s sales come from emerging markets consumers, whether purchased at home or while travelling. With the “Swiss Made” label tightly controlled by the Swiss Watch Federation, Richemont has been insulated from competitors, unlike other industries where local brands jockey with multinationals for market share. The company’s dominant and powerful brands give it immense pricing power. Its competitive advantages, excellent 6.4% 6.1% 6.4% 6.0% 5.8% 5.5% 2013 2014 2015E 2016E 2017E 2018E Total retail sales % change Note: excludes travel and event tickets Source: eMarketer, Dec 2014 Conclusion Global retail comprises an important part of our global, international and emerging markets portfolios. As with all of our investments, Baron takes a bottom up approach to investing in global retail, looking for companies with, in our view, long-term growth opportunities, significant competitive advantages, strong management, and attractive valuations.With a projected annual rate of growth of 5.8% over the next three years, we believe the global retail sector represents a compelling opportunity for long-term growth investors. Baron Sales & Relationship Management INSTITUTIONAL JAMES BARRETT DAVID KAPLAN MEETA SINGAL JENNIFER LENKER VP, Head of Institutional Sales, 212-583-2076, jbarrett@baronfunds.com VP, Senior Director, Institutional Sales, 212-583-2033, dkaplan@baronfunds.com VP, Director, Institutional Sales, 212-583-2055, msingal@baronfunds.com VP, Director, Institutional Sales, 212-583-2101, jlenker@baronfunds.com FINANCIAL INSTITUTIONS CARLA F. AVILA ROGER MACK ASHLEY BRADLEY CHELSEA M. AMEEN VP, Head of Financial Institutions, 212-583-2056, cavila@baronfunds.com Director, Financial Institutions, 212-583-2131, rmack@baronfunds.com Director, Financial Institutions, 212-583-2169, abradley@baronfunds.com Director, Financial Institutions, 212-583-2158, cameen@baronfunds.com RIA FRANK MAIORANO ROBIN THURAU LIZ CASSAL SETH DUNLAP SAMANTHA RODE VP, Head of RIA Sales, 212-583-2183, fmaiorano@baronfunds.com RIA Sales – East/Midwest, 212-583-2083, rthurau@baronfunds.com RIA Sales – West, 212-583-2138, lcassal@baronfunds.com RIA Sales – Midwest, 212-583-2167, sdunlap@baronfunds.com RIA Sales – East, 212-583-2079, srode@baronfunds.com PRODUCTS WE OFFER We offer thirteen mutual funds in Retail as well as Institutional Share Classes, Separately Managed Accounts, Sub-Advisory Services and an Offshore Fund. EQUITY GROWTH STRATEGIES BARON ALL CAP GROWTH BARON EMERGING MARKETS GROWTH BARON ENERGY & RESOURCES BARON FOCUSED GROWTH BARON HIGH GROWTH BARON INTERNATIONAL GROWTH BARON LARGE CAP GROWTH BARON MID CAP GROWTH BARON REAL ESTATE BARON SMALL CAP GROWTH BARON SMALL TO MID-CAP GROWTH INTERMEDIARY DAVID JUDICE VP, Head of Intermediary Sales and National Accounts, 212-583-2034, djudice@baronfunds.com STEPHANIE GISRIEL Associate National Account Manager, 212-583-2187, sgisriel@baronfunds.com BILL ZOROVICH External Wholesaler – Northeast, 646-556-5473, bzorovich@baronfunds.com BRIAN McNAMARA External Wholesaler – Midwest, 773-718-7444, bmcnamara@baronfunds.com SCOTT KOZIOL External Wholesaler – Southeast, 404-433-6137, skoziol@baronfunds.com MARK J. WHITEHOUSE External Wholesaler – New England, 603-661-8887, mwhitehouse@baronfunds.com WAYNE OUIMETTE External Wholesaler – West, 310-292-6255, wouimette@baronfunds.com RON STANKIEWICZ External Wholesaler – NY Metro, 212-583-2164, rstankiewicz@baronfunds.com CHARLES KRUGER External Wholesaler – Southwest, 917-882-2095, ckruger@baronfunds.com BRIAN CULLEN External Wholesaler – Mid-Atlantic, 917-715-9605, bcullen@baronfunds.com You should consider the investment objectives, risks, charges, and expenses of the Funds carefully before investing. The prospectus and summary prospectus contain this and other information about the Funds and can be obtained from the Funds’ distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The discussion of market trends and companies throughout this report are not intended as advice to any person regarding the advisability of investing in any particular security. Some of our comments are based on current management expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from our expectations. Our views are a reflection of our best judgment at the time of the publication of this report and are subject to change any time based on market and other conditions, and we have no obligation to update them. Investing in the stock market is always risky. Baron may not achieve its objective. Portfolio holdings may change over time. Portfolio holdings as a percentage of net assets as of December 31, 2014 for securities mentioned are as follows: Amazon.com, Inc. - Baron Opportunity Fund (1.1%*), Baron Fifth Avenue Growth Fund (7.1%), Baron Global Advantage Fund (5.1%); The Priceline Group, Inc. - Baron Asset Fund (1.7%), Baron Opportunity Fund (2.0%*), Baron Fifth Avenue Growth Fund (4.0%), Baron Global Advantage Fund (2.8%); Rakuten, Inc. - Baron International Growth Fund (1.4%); Qunar Cayman Islands Ltd. - Baron Global Advantage Fund (1.5%); Alibaba Group Holding Ltd. - Baron Opportunity Fund (1.9%*), Baron Fifth Avenue Growth Fund (4.1%), Baron International Growth Fund (1.4%), Baron Emerging Markets Fund (1.7%), Baron Global Advantage Fund (4.4%); SoftBank Corp. - Baron Fifth Avenue Growth Fund (1.8%), Baron International Growth Fund (1.5%), Baron Global Advantage Fund (2.0%); Man Wah Holdings Ltd. - Baron Emerging Markets Fund (0.8%); Steinhoff International Holdings Ltd. - Baron International Growth Fund (1.4%), Baron Emerging Markets Fund (1.6%); PT Matahari Department Store Tbk - Baron International Growth Fund (1.1%), Baron Emerging Markets Fund (1.2%); Smiles SA -Baron International Growth Fund (1.5%), Baron Emerging Markets Fund (2.1%), Baron Global Advantage Fund (2.7%); Brambles Ltd. - Baron International Growth Fund (1.2%); Deutsche Post AG - Baron International Growth Fund (1.8%); Tiffany & Co. - Baron Asset Fund (1.4%); Ralph Lauren Corp. - Baron Asset Fund (1.6%), Baron Fifth Avenue Growth Fund (1.0%); Compagnie Financière Richemont SA - Baron International Growth Fund (0.8%). *% of Long Positions. Portfolio holdings may change over time. At December 31, 2014, Baron Growth Fund, Baron Small Cap Fund, Baron Partners Fund, Baron Focused Growth Fund, Baron Real Estate Fund, Baron Energy and Resources Fund and Baron Discovery Fund did not own any of the securities listed above. MUTUAL FUNDS BARON ASSET FUND (BARAX, BARIX) BARON DISCOVERY FUND (BDFFX, BDFIX) BARON EMERGING MARKETS FUND (BEXFX, BEXIX) BARON ENERGY AND RESOURCES FUND (BENFX, BENIX) BARON FIFTH AVENUE GROWTH FUND (BFTHX, BFTIX) BARON FOCUSED GROWTH FUND (BFGFX, BFGIX) BARON GLOBAL ADVANTAGE FUND (BGAFX, BGAIX) BARON GROWTH FUND (BGRFX, BGRIX) BARON INTERNATIONAL GROWTH FUND (BIGFX, BINIX) BARON OPPORTUNITY FUND (BIOPX, BIOIX) BARON PARTNERS FUND (BPTRX, BPTIX) BARON REAL ESTATE FUND (BREFX, BREIX) BARON SMALL CAP FUND (BSCFX, BSFIX) BARON CAPITAL, INC. 767 FIFTH AVENUE NEW YORK, NY 10153 1-800-99BARON OR 1-212 583-2000