INDUSTRY NOTE USA | Technology Internet April 10, 2013 EQUITY RESEARCH AMERICAS Internet Fulfillment / Same-Day: The Next Killer App Key Takeaway We believe fulfillment and omni-channel capabilities represent the next high ground in the eCommerce war. The winners are not clear yet but major players are investing heavily. For now, Amazon and eBay have the most comprehensive offerings longer-term but leaders could change any time; more than a few other players are close behind. We reiterate our Buy ratings on AMZN and EBAY. Fulfillment is becoming critical for commerce as an impending online sales tax should soon neutralize any price advantage online retailers had. When this happens, we believe, fulfillment options will become a differentiating feature for many online (and offline) retailers. At the same time, Local becomes the new battleground in commerce. While 90% of all retail still happens in brick-and-mortar stores, 75% of total spending is within 15 miles of shoppers' homes. Mobile is changing the picture, too. It is driving the transition to a world where it is expanding commerce beyond conventional stores and eCommerce websites. In such an omni-channel world consumers have multiple touch points with a brand / retailer and these have to be well integrated and optimized for a seamless user experience. We believe the growing importance of fulfillment and omnichannel already drives retailers to explore options beyond free shipping. With free shipping now available on approximately 50% of orders, retailers already feel renewed pressure to explore new fulfillment options. Over the past 2-3 years, competitive pressure and customer expectations have pushed online retailers to offer free / reduced shipping on an increasing number of orders with constantly shrinking minimum order requirements. Today, free / reduced shipping is a "must have" in eCommerce and online retailers are focusing their attention on the next wave of options that could give them a leg up on competition. Currently, same-day delivery and delivery to local secure lockers where customers pick up their goods on their own time schedule seem to be the biggest focus. With most of these services still in beta test, the landscape is constantly changing but we believe the major contenders have already emerged. Major players: There are generally three types of players in fulfillment – those that only fulfill, those that sell and fulfill, and those that source, sell and fulfill. For now, the first type are largely niche (location based) start-ups that have expanded from running errands for customers into same-day delivery. The other two types have the highest stakes in the game and are the ones, we believe, most likely to drive fulfillment into new territories. Key players here include not only the usual suspects - Amazon and eBay - but also Google, big national retailers, and the USPS. Potential winners: While it is not clear yet if consumers are actually ready to pay (and how much) for same-day delivery and similar services, the competition in fulfillment is on and major players are already investing. Which aspects of fulfillment (e.g. speed, flexibility, cost) will prove more important to consumers could determine which of the existing offerings will survive and thrive. Currently, we believe, Amazon and eBay have the most compelling offerings. Amazon is a clear leader, based on number of services, global fulfillment center footprint, and ability to manage demand elasticity through its digital assets. And while many retailers are wary of using Amazon as a channel, we believe longerterm it could become their best partner, especially for branded products/retailers (selling exclusive inventory through Amazon). eBay has partnered with top national retailers (while maintaining neutrality) and, in our view, has the most compelling offering that helps retailers leverage their own brands and assets to evolve their multi-channel strategies. Its products enable retailers to address the full opportunity of the converging online and offline markets. And while most of the other contenders' offerings are still in beta mode (i.e. could change materially), a few stand out as potentially strong enough to compete with Amazon and eBay. We believe two to keep an eye on are Walmart and Google. Jefferies US Internet Team * Jefferies Equity Research pitz-fitz@jefferies.com Brian Pitz * Equity Analyst (212) 336-7413 bpitz@jefferies.com Brian Fitzgerald * Equity Analyst (212) 284-2491 bfitzgerald@jefferies.com Timothy O'Shea * Equity Associate (212) 284-3415 toshea@jefferies.com Sachin Khattar, CFA * Equity Associate (212) 323-3381 skhattar@jefferies.com Stan Velikov, CFA * Equity Associate (212) 284-2140 svelikov@jefferies.com * Jefferies LLC Jefferies does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that Jefferies may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. Please see analyst certifications, important disclosure information, and information regarding the status of non-US analysts on pages 45 to 49 of this report. Technology Internet April 10, 2013 Key Takeaways Fulfillment is becoming critical for commerce as an impending online sales tax should soon neutralize any price advantage online retailers had. When this happens, we believe, fulfillment options will become a differentiating feature for many online (and offline) retailers. At the same time, Local becomes the new battleground in commerce. While 90% of all retail still happens in brick-and-mortar stores, 75% of total spending is within 15 miles of shoppers' homes. Mobile is changing the picture, too. It is driving the transition to a world where it is expanding commerce beyond conventional stores and eCommerce websites. Reiterating Buy ratings on AMZN and EBAY In the ongoing eCommerce war, we believe, Amazon and eBay have the most comprehensive next-gen offerings and seem best positioned to benefit from these fundamental trends. Amazon is a clear leader, based on number of services, global fulfillment center footprint, and ability to manage demand elasticity through its digital assets. And while many retailers are wary of using Amazon as a channel, we believe longer-term it could become their best partner, especially for branded products / retailers (selling exclusive inventory through Amazon). eBay, at the same time, has partnered with top national retailers (while maintaining neutrality) and, in our view, has the most compelling offering that helps retailers leverage their own brands and assets to evolve their multi-channel strategies. Its products enable retailers to address the full opportunity of the converging online and offline markets. Amazon Near term, we will likely see a more significant impact to Amazon's CapEx growth as the company continues to aggressively build out fulfillment centers domestically and internationally. We expect FC build out for this year to peak in late Q2 into Q3, with a slowdown just ahead of the 2013 holiday season. So far, Amazon has commitments (part of state tax agreements) to build 9 new FCs in the US over the next 2 years and we estimate it could eventually build 5-10 more to rationalize its US footprint. According to Marc Wulfraat, President of MWPVL International, a supply chain and logistics consulting firm, having 40-45 facilities in the US is probably sufficient to cover the Top 20 markets for same-day delivery. However, internationally Amazon could grow its presence materially, especially in Australia, South America, Eastern Europe, and India. We estimate it could open another 10-15 within the next 2-3 years. We continue to expect Amazon to support additional same-day and next-day shipping tests, as we consistently see with Quidsi and Zappos products in several markets. We anticipate same-day tests will begin and grow on the core Amazon.com site by year end in some markets. Longer term, as Amazon drives same-day and next-day shipping into the top 20 or top 50 US markets (and eventually into the larger international markets), we believe same-day shipping will drive reaccelerating unit growth; the earliest impact could even begin in Q4 2013, but most likely will have a longer term impact in 2014 and beyond. page 2 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 eBay Near term, eBay may have the performance edge as the Marketplaces / PayPal / GSI combo, with their combination of front-end and back-end eCommerce and digital marketing solutions, gives retailers competing against Amazon a real fighting chance. Further, the very nature of eBay being on the "retailers’ team" and enabling overall omnichannel commerce will likely be a huge selling point for eBay's services, especially among the offline sellers of commoditized goods. Longer term, we believe the biggest challenges for eBay will be achieving significant scale in fulfillment and same-day shipping, though we are in no way counting them out of the competition. Over time, as consumers begin to digest and appreciate the value of same-day shipping, and eventually even start to EXPECT or REQUIRE near instantaneous shipping, we believe the next leg down for traditional brick-and-mortar could begin... As competing with this service level will likely be very difficult from a cost perspective. Offline – who wins, who loses? Amazon IS indeed a competitor in many product categories – again, namely in consumer products – with the likes of Best Buy; that is unlikely to change. And we believe that sameday shipping capabilities could provide the next level of pain for the offline retailers in these categories. If Amazon is successful in its same-day shipping efforts, some of these retailers could give Amazon exclusive inventory to ship same day, replacing their tradition fulfillment businesses. We believe that unique product brands that sell almost exclusively through their own stores or exclusive channels could win while commodity product sellers of consumer electronics, media (books, movies, video), etc. would likely lose. The net of it all... Amazon may actually become LESS of a competitor to some players in the offline world over time as larger brands (specialty, luxury, exclusive) decide that "if you can't beat 'em, join 'em" strategy could actually work and allocate a certain percentage of their inventory to Amazon's FBA (many already provide eBay with access to exclusive SKUs and inventory)... Think about it... Why should specialty retailers maintain 1,000's of specialty stores / fulfillment centers when one could maintain a fraction of those stores as strategically well-placed "showrooms" to allow consumers to satisfy their need to occasionally view actual merchandise? Let's use an example such as the offline retailer Lululemon; once the customer can try on a pair of yoga pants and determine that she is size small in a flagship store; she can order new styles and colors directly online - and potentially even have them delivered to her hotel in a few hours if she forgets them on a business trip. (Note: there isn’t a single Lululemon product to be found on Amazon’s site). Our sense is that Lululemon would not pay to actually provide that level of service to their customer direct from their stores, but why not someday leverage the most efficient supply chain platform in the world in an exclusive merchandise deal with Amazon? Some 39% of units Amazon sells on its site are already from third parties. Why, with the success of FBA, shouldn't that number represent 70% of total units? We think it could. page 3 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 The Race in eCommerce Fulfillment Convenience is one of three major components, along with selection and price, which drive consumers to choose one retailer over another (offline and online alike). And flexibility or choice of fulfillment options is a critical element of convenience, we believe. In the early days of eCommerce, free / reduced shipping was the exception and usually was tied to requirements of minimum order size. Later, the order size requirements began to shrink and in the past 2-3 years completely disappeared, particularly during the holiday shopping season. The reasons for this trend, however, were not that retailers were getting more generous but rather that they were responding to customer and competitive pressure. According to a January 2013 comScore survey, without free shipping, 54% of consumers would abandon a purchase. Per comScore, the number of transactions with free shipping continues to increase – from roughly 35% in 2008 to 47% in 2012. Exhibit 1: Free Shipping Penetration Continues to Grow 65% 35% 58% 57% 54% 53% 42% 43% 46% 47% 2008 2009 2010 Transactions w/ Free Shipping 2011 2012 Transactions w/ Paid Shipping Source: comScore, Jefferies Now that free / reduced shipping has pretty much established itself as a “must have” for online retailers, the battle for customers is moving to new frontiers in fulfillment, such as same-day delivery and delivery to local secure lockers where customers pick up their goods on their own time schedule. This trend is further accelerated by increasing local competition and an impending Internet sales tax. Amazon has been in this game probably the longest but this fact has not discouraged a growing list of competitors to enter the field. It is still the first inning of a game that could take years to play out but we have already seen what happens with losers – Kozmo and Urbanfetch, two companies that offered free one-hour delivery in the late 1990’s, crashed and burned spectacularly in the last Internet bubble. Now most players have more sound and profitable business models or simply are so big that they could afford to keep a loss leader that builds customer loyalty and doesn’t give competitors a lot of breathing space. page 4 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Key Players There are generally three types of players in the fulfillment game – those that only fulfill (F), those that sell and fulfill (SF), and those that source, sell and fulfill (SSF). Currently, in addition to Amazon (SSF), major players include eBay (SF), Walmart (SSF) and Google (SF) – all three of them testing a variation on same-day delivery service (and all three still in beta). The list of other players includes Barnes & Noble (SSF), Nordstrom (SSF), the US Postal Service (F) and start-ups such as Exec (F), Instacart (F), Postmates (F), Shutl (F), TaskRabbit (F), and WunWun (F). Amazon Amazon is one of the largest online retailers in the world and currently has one of the most comprehensive fulfillment offerings; it includes free shipping, same-day delivery, and delivery to a neighborhood locker. Amazon Prime offers free twoday shipping on millions of eligible items with no minimum order size; for all other items, standard or no-rush shipping is also free Free Shipping Amazon Prime, the company’s membership program, offers free two-day shipping on millions of eligible items with no minimum order size; for all other items, standard or norush shipping is also free. Shipping upgrades for expedited delivery in the US are available too. Prime Members also enjoy unlimited instant streaming of more than 33,000 movies and TV episodes as well as access to the Kindle Owners’ Lending Library where they can borrow one Kindle book for free each month. All this for a $79 annual fee. By far, in our opinion, Amazon Prime has been the gold standard in free / reduced shipping that other online retailers are trying to match. Exhibit 2: Amazon Prime Source: Amazon, Jefferies Same-Day Delivery Amazon also offers Local Express Delivery, a same-day delivery service available in 10 metro areas – Baltimore, Boston, Chicago, Indianapolis, Las Vegas, New York City (and parts of New Jersey), Philadelphia, Phoenix, Seattle, and Washington, DC. It costs $3.99 per item for Prime members and $8.99 per shipment + $0.99 per item for non-members (gift cards $3.99 per shipment). The cut-off times vary from 7am in Chicago and page 5 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Indianapolis to 12pm in Seattle. Orders placed after the deadline are delivered the next business day with Saturday and Sunday delivery available for certain locations. Local Express Delivery was launched in October 2009 in seven metro areas – Baltimore, Boston, Las Vegas, New York City, Philadelphia, Seattle, and Washington, DC. It covered thousands of items and cost $5.99 per item for Prime members and $15-$20 per item (based on category) for non-members. By holiday season 2009 it had expanded to include Chicago, Indianapolis and Phoenix. Customers ordering as late as 10:00am10:30am (1:00pm for Seattle) could get their orders delivered the same day. Delivery to Neighborhood Locker Amazon Locker, another shipping service by the company, solves a different problem. Shoppers who are unable to wait at home for delivery can pick up their Amazon package from a secure locker at their own convenience. At check-out, for eligible items, users can select a convenient locker location and, once the package arrives there, they receive an email or text message with instructions and a unique pick-up code. Packages are available for pick-up for three business days after receipt of notice. Complementary to other shipping options, Amazon Locker is free and is currently available in Seattle, New York City, and some shopping centers in the UK. Reportedly, Amazon has signed agreements with 7-Eleven, RadioShack, Rite Aid, and Staples for hosting its lockers in their national chain locations. Exhibit 3: Amazon Locker Source: Internet, Jefferies “White Truck” Network for Localized Delivery Reportedly, for the “last mile” of its services Amazon has engaged several “white truck” companies that offer local delivery in numerous cities. The list of its partners includes A-1 Express and Dynamex, for Local Express Delivery, and Ensenda, LaserShip, OnTrac, and Prestige for Prime deliveries. While it’s hard to control the quality of user experience completely, by leveraging third-party carriers with established infrastructure in major page 6 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 markets, Amazon can enter new markets quickly and can spare itself the investment in a fleet of its own. Later, the company can always decide to bring this aspect of fulfillment in-house, once demand levels and the economics become clearer. Online orders can be processed in as little as 15 min in FCs with Kiva robots (pictured below) vs. an average of ~2 hrs for current Amazon FCs Excellence in Order Processing Another piece of Amazon’s fulfillment platform is Kiva Systems, maker of robotic order fulfillment systems which streamline the process of picking, packing and shipping eCommerce orders for delivery. Amazon closed the acquisition of Kiva in May 2012 but its Quidsi (Soap.com and Diapers.com) business had been using Kiva robots since before 2010. While we believe management may not initially plan to retrofit Kiva robots into all existing FCs (based on existing fulfillment centers’ layout / type), we believe all newlybuilt ones will feature the systems. Kiva’s integrated inventory storage, quality control and order fulfillment systems not only expedite order processing (2-3x vs. pick-toconveyor and 5-6x vs. manual pick-to-cart / pick-to-pallet environments, according to MWPVL International) but also improve order accuracy and optimize warehousing. Its adaptive and dynamic software algorithms are constantly seeking new efficiencies to improve throughput. Such optimization helps cut costs in more than one way. According to the two Quidsi co-founders, thanks to Kiva robots, the company was able to offer free overnight shipping on orders over $25 to customers in about 70% of the US. Kiva began working with companies like Staples and Walgreens in 2004 and today it counts among its customers more than a dozen of the biggest retailers in the US including Crate & Barrel, Drugstore.com, Gap, Gilt Groupe, Office Depot, Saks Fifth Avenue, and Toys “R” Us. Kiva Systems might as well prove the driver behind Amazon’s Local Express Delivery service as its efficiency is hard to match. Since Kiva does not require batching and waving of orders, any online order can be processed in as little as 15 minutes (from the time a shopper places the order to when his/her picked, packed and labeled package is sitting on a delivery truck). This compares to a roughly 2-hour average processing time in current Amazon fulfillment centers. Exhibit 4: Kiva Robots in Action at a Warehouse Source: Internet, Jefferies While Kiva has many advantages, it may not be well-suited for all fulfillment settings. Kiva systems sacrifice cubic volume and there is no way to take advantage of warehouse height. In addition, according to some retailers (Kiva customers), its replenishment software is not as robust as other applications and it doesn't integrate well with outbound sortation software of any kind. We believe this is an opportunity for Amazon to improve page 7 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Kiva’s software stack (Amazon is well known for its expertise) and re-launch its products in the market. Perhaps this was one reason Amazon bought Kiva in the first place – being able to re-engineer the product and make it even better. Digital Content While it may seem strange, digital content is another weapon in Amazon’s arsenal that helps the company control shipping costs if not make its fulfillment offerings better than competitors’. Starting in 2H11, Amazon began offering Prime Members who would agree to downgrade their shipping (from the standard for Prime 2-day shipping) the option to earn credit ($1 per order, increased to $3 in 2H12) that can be used for digital downloads from the Amazon MP3 Store or for a movie from Amazon Instant Video. The new shipping option, called No-Rush Shipping, allows Amazon to ship orders for delivery in 5-7 days and thus more effectively balance shipping loads during critical shopping periods. Exhibit 5: Digital Content as Load Balancer Source: Amazon, Jefferies The combination of Prime, Amazon Locker, and Local Express Delivery helps create the most comprehensive fulfillment service existing today, in our view. How these services fit into Amazon’s overall strategy can be gleaned, we believe, from the company’s evolving position on the question of online sales tax and its push for new domestic fulfillment centers. Until 2011-12, Amazon waged a high-profile war on the issue of eCommerce tax with populous states such as New York, California, and Texas (note: its New York tax case is currently in state appeals court); and new fulfillment center locations, we think, may have been equally based on proximity to customers as well as on state tax laws. Expanding Domestic Footprint While Striking Advantageous Tax Windows Then, in late 2011, the company made an abrupt turn and began striking deals with state and local governments that granted Amazon tax holidays of different length in exchange for commitments to build new fulfillment centers and employ thousands of people. It also initiated a campaign to encourage comprehensive resolution of the tax question on the federal level instead of the piecemeal approach by individual states. This, we believe, was triggered by Amazon’s insight that 1) the days of no online sales tax were numbered, 2) fast local delivery can be a great competitive weapon that reinforces an online retailer’s offline presence, and 3) many state and local governments were willing to sign accelerated deals given their financial situations. In a matter of 16 months (beginning with California in September 2011) Amazon reached agreements with 8 states. While some might argue that an online tax is a potential near-term negative catalyst for eCommerce stocks, we believe the real impact should be fairly insignificant. Amazon has been collecting for years punitive VAT in many international locations and this has not had any discernible impact on international sales growth rates. In fact, as we have seen in states such as NY, the imposition of sales tax did not really impact sales; page 8 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 ultimately – price, selection and service (along with convenience and speed, which are service-related derivatives) are the main levers that resonate with online shoppers. In Exhibit 6 below, we take a look at Amazon’s US operational footprint with a tax overlay. We believe, the company will continue to expand its presence in select states, primarily those that provide optimal infrastructure and proximity to markets with high concentration of Amazon.com customers who are most likely to choose same-day delivery if offered. Exhibit 6: Current View of Amazon’s US Sales Tax Footprint ●States currently collecting online sales taxes (AZ, CA, KS, KY, NY, ND, PA, TX, WA) ●States collecting online sales taxes starting in 2H13 (CT, MA, NJ, VA) ●States collecting online sales taxes starting in 2014 (IN, NV, TN) ●States collecting online sales taxes starting in 2016 (SC) ●States with an Amazon.com point-of-presence or affiliated business -- zappos, woot!, audible.com, quidsi, etc. (AZ, CA, DE, GA, IN, KS, KY, MI, NJ, NV, NH, NY, ND, PA, SC, TN, TX, VA, WA, WI, WV) Source: Amazon, Jefferies Amazon currently collects taxes in 9 states – Arizona, California, Kansas, Kentucky, New York, North Dakota, Pennsylvania, Texas, and Washington. In the second half of 2013, the company has agreed to begin collecting taxes in 4 other states – Connecticut, Massachusetts, New Jersey, and Virginia. Following that, in 2014 Amazon will begin collecting taxes in Indiana, Nevada and Tennessee; and in 2016 it adds South Carolina to its tax rosters. So that’s 16 states by 2016. Currently, the company has operations in the following (21) states: Arizona, California, Delaware, Georgia, Indiana, Kansas, Kentucky, Michigan, New Jersey, Nevada, New Hampshire, New York, North Dakota, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington, Wisconsin, and West Virginia. Included here is a mix of both operational / business headquarters as well as fulfillment (FC) and customer service (CSC) centers. The following exhibit shows Amazon’s current customer service center footprint. The company has announced plans to open 1 new CSC in Kentucky in 2013. page 9 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 7: Amazon Customer Service Centers Americas United States North Dakota Washington West Virginia Costa Rica Heredia San Jose Europe United Kingdom Edinburgh, Scotland Ireland Cork Germany Berlin Regensburg Asia China Beijing India Hyderabad Japan Sapporo Source: Amazon (http://www.amazon.com/b/?node=239366011), Jefferies By our estimates, Amazon operates close to 90 Fulfillment Centers globally with a total space in excess of 55MM sq ft The following exhibit shows what we believe is Amazon’s worldwide fulfillment center footprint as of 1Q13. By our estimates, excluding Quidsi and Zappos, the company operates close to 90 fulfillment centers globally with a total space in excess of 55MM square feet. Reportedly, Amazon had plans to open a fulfillment center in Mumbai, India in 2012 but we couldn’t find a confirmation of this. In addition, we understand that a new fulfillment center is planned to open in France sometime in 2013. Exhibit 8: Amazon International Fulfillment Centers North America See pages 12-15 for a more detailed listing of Amazon’s Global Fulfillment Center footprint including size, location, etc. Europe Asia United States Arizona (4) California Delaware (2) Indiana (5) Kansas Kentucky (7) United Kingdom Hemel Hempsted, Hertfordshire Marston Gate, Milton Keynes Swansea, Wales Dunfermline, Fife, Scotland Gourock, Inverclyde, Scotland Doncaster, South Yorkshire China Beijing (2) Chengdu Guangzhou Shenyang Suzhou Wuhan Nevada (2) New Hampshire Pennsylvania (6) South Carolina (2) Tennessee (5) Virginia (3) Washington (2) Canada Peterborough, Cambridgeshire Rugeley, Staffordshire Germany Augsburg Bad Hersfeld (2) Koblenz Leipzig Pforzheim Xiamen Xi'ian HaErbin Kunshan Nanning Tianjin Japan Ichikawa Toronto Vancouver Rheinberg Werne France Montelimar Saran (Orléans) Sevrey Italy Castel San Giovanni Sakai Yachiyo Daito Kawagoe City Kawajima Sayama Tajimi Tokoname City Spain San Fernando de Henares Tosu Yoshinodai Source: Amazon, MWPVL International, Foursquare, Google, FCC.gov, Jefferies page 10 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 The following exhibit shows Amazon’s current US fulfillment center footprint. The company operates 41 fulfillment centers with an estimated 33MM square feet of space and has announced plans for 9 new FCs to open over the next 2 years. Exhibit 9: Amazon US Fulfillment Centers (Total Number if >1) State Arizona Operational Planned Goodyear Phoenix (3) California Ontario / San Bernardino Patterson Tracy Connecticut TBD Delaware Middletown New Castle Indiana Indianapolis Jeffersonville Plainfield (2) Whitestown Kansas Coffeyville Kentucky Campbellsville Hebron (3) Lexington (2) Louisville Nevada Fernley Las Vegas New Hampshire Nashua New Jersey Robbinsville TBD Pennsylvania Breinigsville / Allentown (2) Carlisle (2) Hazleton Lewisberry South Carolina Cayce / Lexington Spartanburg Tennessee Charleston / Cleveland Chattanooga Lebanon (2) Murfreesboro Texas Schertz Coppell Haslet Virginia Chester Petersburg Sterling Washington Bellevue DuPont Sumner Source: Amazon, MWPVL International, Foursquare, Google, FCC.gov, Jefferies page 11 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 The continuing build out of fulfillment centers is helping the company manage shipping costs more effectively. While these costs keep growing (outpacing revenue growth from 4Q10 to 1Q12), the pace is currently decelerating and in 4Q12 reached its lowest point in over three years. The following exhibit gives a comprehensive view of Amazon’s global presence from a geo-spatial perspective. It includes offices, fulfillment centers, customer service centers, data centers, and software development centers. Exhibit 10: Amazon Global Locations Source: Amazon Table 1: Amazon Worldwide Fulfillment Centers State / Country Arizona Amazon.com Address / Location Identifier PHX4 PHX3 PHX6 PHX7 California ONT2 Delaware PHL7 PHL1 Indiana page 12 of 49 Please see important disclosure information on pages 45 - 49 of this report. IND4 16920 W Commerce Dr Goodyear, AZ 85338-3620 6835 W Buckeye Rd Phoenix, AZ 85043-4428 4750 W Mohave St Phoenix, AZ 85043 800 N 75th Ave Phoenix, AZ 85043 1910 E Central Ave San Bernardino, CA 92408 560 Merrimac Ave Middletown, DE 19709-4652 1 Centerpoint Blvd New Castle, DE 19720-4172 710 S Girls School Rd Indianapolis, IN 46231-1132 Opened Size Type Jun '08 1.4MM sq ft Non-sortable Sep '07 1.0MM sq ft Big sortable Oct '10 1.2MM sq ft Big sortable Sep '11 1.2MM sq ft Oct '12 950K sq ft Oct '12 1.2MM sq ft Nov '97 202K sq ft Jun '11 903K sq ft Big sortable Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Table 1: Amazon Worldwide Fulfillment Centers State / Country Amazon.com Address / Location Identifier SDF8 IND2 IND5 IND1 Kansas TUL1 Kentucky SDF1 CVG1 CVG2 CVG3 LEX1 LEX2 SDF2 Nevada RNO1 LAS2 New Hampshire BOS1 Pennsylvania ABE2 ABE3 PHL6 PHL4 AVP1 PHL5 South Carolina CAE1 GSP1 Tennessee CHA2 CHA1 BNA1 BNA2 BNA3 Virginia RIC2 RIC1 BWI1 Washington SEA8 BFI1 Canada page 13 of 49 Please see important disclosure information on pages 45 - 49 of this report. YYZ1 900 Patrol Rd Jeffersonville, IN 47130-7761 715 Airtech Pkwy Plainfield, IN 46168 800 Perry Rd Plainfield, IN 46168-7637 4255 Anson Blvd Whitestown, IN 46075-4412 2654 N US Highway 169 Coffeyville, KS 67337-9254 1048 S Columbia Ave Campbellsville, KY 42718-2454 1155 Worldwide Blvd Hebron, KY 41048-8648 1600 Worldwide Blvd Hebron, KY 41048-8640 3680 Langley Dr Hebron, KY 41048-9135 1850 Mercer Rd Lexington, KY 40511-1013 172 Trade St Lexington, KY 40511-2607 4360 Robards Ln Louisville, KY 40218-4512 1600 Newlands Dr E Fernley, NV 89408-8903 3837 Bay Lake Trl North Las Vegas, NV 89030 10 State St Nashua, NH 03063-1012 705 Boulder Dr Breinigsville, PA 18031-1533 650 Boulder Dr Breinigsville, PA 18031-1536 675 Allen Rd Carlisle, PA 17015-7788 21 Roadway Dr Carlisle, PA 17015-8806 550 Oakridge Rd Hazleton, PA 18202-9361 500 McCarthy Dr Lewisberry, PA 17339-8725 4400 12th Street Ext Cayce, SC 29172-3300 402 John Dodd Rd Spartanburg, SC 29303-6312 225 Infinity Dr NW Charleston, TN 37310-1400 7200 Volkswagen Dr Chattanooga, TN 37416-1757 14840 Central Pike Lebanon, TN 37090-8118 500 Duke Dr Lebanon, TN 37090-8123 2020 Joe B Jackson Pkwy Murfreesboro, TN 37127-7792 1901 Meadowville Technology Pkwy Chester, VA 23836-2841 5000 Commerce Way Petersburg, VA 23803-6917 22630 Dulles Summit Ct Sterling, VA 20166-9565 1227 124th Ave NE Bellevue, WA 98005-2111 1800 140th Ave E Sumner, WA 98390-9624 6363 Millcreek Dr Mississauga, ON L5N 1L8 450 Derwent Pl Delta, BC V3M 6H4 Opened Size Type Oct '12 1.0MM sq ft Oct '08 943K sq ft Aug '11 926K sq ft Aug '08 1.0MM sq ft Big sortable Apr '99 750K sq ft Big sortable May '99 770K sq ft Big sortable Jun '05 427K sq ft Specialty Dec '05 543K sq ft Specialty Jul '07 711K sq ft Replenishment Nov '00 604K sq ft Big sortable Jun '06 380K sq ft Returns Center Sep '05 110K sq ft Specialty Jan '99 786K sq ft Big sortable Oct '08 284K sq ft Small sortable Jul '07 64K sq ft Small sortable Jul '10 600K sq ft Big sortable Jun '11 997K sq ft Aug '10 1.2MM sq ft Non-sortable Sep '10 559K sq ft Non-sortable Jul '08 630K sq ft Replenishment Aug '10 750K sq ft Non-sortable Oct '11 1.0MM sq ft Oct '12 1.0MM sq ft Sep '11 1.2MM sq ft Sep '11 1.0MM sq ft Sep '11 449K sq ft Oct '12 1.0MM sq ft Oct '12 1.0MM sq ft Oct '12 1.1MM sq ft Oct '12 1.0MM sq ft Oct '10 1.0MM sq ft Small sortable Aug '07 313K sq ft Small sortable Jun '11 492K sq ft Feb '11 502K sq ft Fall '12 194K sq ft Non-sortable Big sortable Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Table 1: Amazon Worldwide Fulfillment Centers State / Country UK Amazon.com Address / Location Identifier LTN1 GLA1 CWL1 EUK5 LBA1 BHX1 EDI4 LTN2 Germany FRA1 FRA3 LEJ1 EDE4 DUS2 MUC3 STR1 France Jul '04 300K sq ft Apr '08 800K sq ft Oct '09 500K sq ft Dec '10 415K sq ft Aug '11 700K sq ft Nov '11 1.0MM sq ft Nov '12 450K sq ft Aug '99 452K sq ft Aug '99 1.2MM sq ft Sep '06 807K sq ft Sep '11 1.4MM sq ft Dec '11 1.2MM sq ft Dec '11 1.2MM sq ft Sep '12 1.2MM sq ft 1.2MM sq ft ORY1 Dec '07 753K sq ft Aug '10 388K sq ft Sep '12 431K sq ft Oct '11 269K sq ft Jul '12 301K sq ft PEK3 1401 Rue du Champ Rouge, Pole 45 45770 Saran, Loiret Building 2 Rue Joseph Garde ZAC Les Portes de Provence 26200 Montelimar ZAC du Parc d'Activite du Val de Bourgogne 1 Rue Amazon 71100 Sevrey, Burgundy Parco Logistico Bertola Via Dogana Po 2 29015 Castel San Giovanni Avenida de la Astronomia 24 28830 San Fernando de Henares (Madrid) Yizhuang, Beijing Apr '04 400K sq ft SHA1 Suzhou, Jiangsu Nov '06 500K sq ft CAN1 Guangzhou, Guangdong May '07 120K sq ft CTU1 Chengdu, Sichuan Nov '09 194K sq ft PEK5 Tongzhou, Beijing 2010 180K sq ft XIY1 Xi'an, Shaanxi Aug '10 WUH1 Wuhan, Hubei Sep '10 300K sq ft XMN1 Xiamen, Fujian Sep '10 17K sq ft SHE1 Shenyang, Liaoning Oct '10 SHA2 Kunshan, Jiangsu Oct '11 TSN2 Tianjin, Tianjin Jan '12 NNG1 Nanning, Guangxi Nov '12 538K sq ft HRB1 Harbin, Heilongjiang NRT1 Ichikawa, Chiba Nov '05 670K sq ft KIX1 Sakai, Osaka Aug '09 731K sq ft MXP1 Spain MAD4 Please see important disclosure information on pages 45 - 49 of this report. 550K sq ft Nov '12 Italy page 14 of 49 1998 Amazonstrasse 1 / Am Autobahnkreuz 56072 Koblenz, Rheinland-Pfalz LYS1 Japan Size CGN1 MRS1 China Marston Gate Distribution Centre Ridgmont Milton Keynes, Bedfordshire MK43 0ZA 2 Cloch Road, Faulds Park Gourock, Inverclyde, Scotland PA19 1BQ Ffordd Amazon Crymlyn Burrows Swansea, South Wales SA1 8QX Phase Two, Kingston Park Flaxley Road Peterborough, Cambridgeshire PE2 9EN Unit 1, Balby Carr Bank Doncaster, South Yorkshire DN4 5JS Towers Business Park Power Station Road Rugeley, Staffordshire WS15 1NZ Amazon Way Dunfermline, Fife, Scotland KY11 8ST Boundary Way Hemel Hempsted, Hertfordshire HP2 7LF Am Schloss Eichhof 1 36251 Bad Hersfeld, Hessen Obere Kuehnbach/ Amazonstrasse 1 36251 Bad Hersfeld, Hessen Amazonstrasse 1 04347 Leipzig, Saxony Wahrbrink 25 59368 Werne, North Rhine-Westphalia Amazonstrasse 1 47495 Rheinberg, North Rhine-Westphalia Amazonstrasse 1 86863 Graben, Bavaria Amazonstrasse 1 / Bauschlotter Strasse 75177 Pforzheim, Baden-Wurttemberg Opened Type 1.3MM sq ft Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Table 1: Amazon Worldwide Fulfillment Centers State / Country India Amazon.com Address / Location Identifier Opened Size NRT2 Yachiyo, Chiba Oct '07 367K sq ft NRT5 Kawagoe City, Saitama Jul '10 419K sq ft KIX2 Daito, Osaka Nov '10 271K sq ft HND1 Yoshinodai, Saitama 2011 HND2 Sayama, Saitama 2011 HND3 Kawajima, Saitama NGO1 Tokoname City, Aichi Apr '11 HSG1 Tosu, Saga Jul '12 244K sq ft Tajimi, Gifu Dec '12 861K sq ft BOM1 Mumbai, Maharashtra Type 2011 2012 Source: MWPVL International; Amazon, FCC.gov, Google, Foursquare, Jefferies page 15 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 eBay eBay is one of the biggest eCommerce platforms in the world and currently offers a compelling suite of products and services that facilitate omni-channel commerce. Same-Day Delivery At this time, the company offers eBay Now, its same-day delivery service, only in San Francisco, San Jose and parts of New York City. It works directly with hundreds of local stores (those available on its Milo platform) including retailers such as Babies “R” Us, Best Buy, Free People, GNC, Guitar Center, Home Depot, Macy's, Office Depot, Radio Shack, Target, Toys “R” Us, Urban Outfitters, and Walgreens, thus circumventing the warehousing issue. The service costs $5 per order while in beta and the minimum order is $25 which can go up in periods of peak demand. Currently, eBay Now is available through its mobile website (now.ebay.com) and an iOS app and users log in with their eBay user ID. Shoppers fill their carts with items from participating retailers and place the order by clicking a “Bring It!” button. Delivery takes about an hour depending on order size, traffic, proximity of store(s), how busy stores are, and seasonal factors. The app allows users to track the progress of their order by following the shopping valet who is assigned to that order. Once they deliver the item, valets can help the shopper through the checkout process (using PayPal Here on their cell phone). Accepted payment methods include PayPal and major credit cards, no cash. Exhibit 11: Screenshots of eBay Now App Source: App Annie, Jefferies The service launched in exclusive beta in Aug 2012 in San Francisco and expanded to New York City and San Jose by early 2013. Beta testers were offered $15 off their first order and the $5 delivery fee was waived on their first three orders. eBay continues to work on the offering and this summer it will expand it to two new cities – Chicago and Dallas. The company also plans to introduce a new feature – Scheduled Delivery – which has been requested the most by current users. While eBay doesn’t have Amazon’s fulfillment capabilities, its same-day delivery service has a fighting chance of success, in our view, because the company can leverage several of its strengths. First, its local shopping platform Milo, acquired in December 2010 for $75MM, pulls real-time product inventory data from national retailers and local small businesses. It thus gives users up-to-the-minute info which is crucial for same-day delivery orders (reducing the number of instances when a shopper finds something in search results only to discover on the merchant’s website that the item is out of stock). Second, combining eBay Now with PayPal Here for the checkout makes the service that much page 16 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 more desirable for small local businesses that would likely choose PayPal over other payment services if that comes with being able to list their inventory in the eBay Now database. Third, eBay’s no conflict of interest could be another strong magnet for national and local retailers. Theoretically, as it gathers enough data over time, eBay may decide to start sourcing and selling the most popular products itself but we believe this is very unlikely to happen as it runs against the company’s credo. Fourth, eBay offers local and national retailers access to 60MM+ monthly shoppers (avg. monthly unique visitors in 2012) which only a few other players could match (i.e. Google and Amazon). And lastly, eBay already has 150,000 stores on eBay Local. Omni-Channel Capabilities As the lines between online and offline commerce are blurring, we believe it is important for retailers of all sizes to embrace omni-channel in order to grow their business and stay ahead. Today's consumers expect an omni-channel experience, but retailers still think and operate in terms of multiple channels – the digital store, the physical store, the wholesalers, their outlets, and the resellers, among others. eBay, through GSI Commerce and PayPal / Marketplaces, helps retailers respond by enabling them to have a meaningful online presence. eBay’s product line helps these retailers leverage their own brands and assets to evolve their multi-channel strategies to seamlessly meet the increasing demands of the omni-channel consumer. GSI’s products enable retailers to address the full opportunity of the online and offline markets. It has built solutions to help clients attract, engage, convert, and retain their customers through a combination of demand generation, commerce technology, and multichannel operations. By leveraging GSI’s full omni-channel portfolio, retailers are able to 1) attract, engage, and retain customers through demand generation and digital marketing; 2) deliver a seamless brand experience through eCommerce technology and multichannel operations; and 3) offer a highly-functional Web store, order management, fulfillment, and customer service. The combination of GSI and eBay extends eBay’s open commerce platform capabilities and helps retailers win in a connected environment, allowing them to grow faster and more profitably than on their own. page 17 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Two Omni-Channel Case Studies: Dick’s Sporting Goods and Fifth & Pacific / Kate Spade #1 Dick’s Sporting Goods is a good example of a leading retailer trying to optimize omni-channel. Some of its key pain points include: 1) be where customers want to be 24/7 (in store, online, on a smartphone or tablet); 2) offer fast and free shipping to customers; 3) leverage better physical stores and employees; 4) enable ship-from-store; 5) enable in-store pick-up for online orders; 6) engage and convert more shoppers across all channels and 500+ physical stores. The results (powered by GSI products): Leveraging multi-channel solutions, including Web-enabled store associate ordering system, ship-from-store, and in-store pick-up technologies, Dick's has created a virtual distribution network closer to their customers, enabling fast and free shipping. The company also improved optimization of inventory across its network, making inventory more productive, reducing out-of-stock items, and capturing incremental sales. #2 Fifth & Pacific / Kate Spade provide another example of how GSI, in combination with PayPal / eBay, is producing results. The relationship with Kate Spade evolved from being a single-solution provider to being a strategy and innovation partner – developing solutions for a connected consumer that win. The pain points for Kate Spade include: 1) transition from brick and mortar-only to truly omni-channel; 2) enable overnight ship capability with 9pm cutoff time; 3) use stores to drive more demand to the web and use the web to drive more demand to the stores; 4) drive more users, deeper loyalty, more transactions, higher transaction value, and grow the brand. The results (powered by GSI / PayPal / Marketplaces): eBay Marketplaces has evolved into a way to source new users into the Kate Spade NY franchise (rather than being a clearance vehicle to get rid of excess inventory). Kate Spade is in the process of rolling out an entirely new POS system (incorporating PayPal) to every store in the world, driven by the need to have a system in the store to support true multi-channel marketing and sales. Across all three brands, multi-channel customers are more loyal, more committed, and LTV is meaningfully higher than for single-channel customers. page 18 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Google While Google is known as the world’s leading search engine and one of the largest players in online advertising, the company’s presence in eCommerce fulfillment should not be surprising – shopping is one of its key advertising verticals. Same-Day Delivery Another one of the big players – Google – has been reportedly testing in private a sameday delivery service in San Francisco since October 2012. The company just announced last week the new service officially and opened it to a limited number of external testers for a trial period of six months. Google Shopping Express, as the service is called, allows a user to search for and purchase in-stock items from local retailers without leaving the Google page. Then the user can select a delivery window and a Google courier delivers the goods in one of the company-inscribed vans. Exhibit 12: Google Shopping Express Source: Google, Jefferies The service, as it currently exists, will require Google to partner with local or national retailers but it frees the company from investing in physical fulfillment centers. Current Beta Testers of the service are given a free six-month membership for unlimited same-day delivery with the following reputable brands and local retailers: American Eagle Outfitters, Blue Bottle Coffee, Office Depot, Palo Alto Sport Shop & Toy World, Raley’s Nob Hill, Staples, Target, Toys “R” Us / Babies “R” Us, and Walgreens. The company plans to add more merchants over the next six months. Reportedly, participating retailers do pay Google for the leads and, we believe, at rates that likely exceed traditional CPC given the transaction is immediately consummated. While it is expected that users would be paying for the service too, after the trial period, Google is still evaluating the economics and pricing is not available; the company is supposedly considering either an annual fee ($64 or $69) or a per-delivery per-store shipping charge ($4.99). Note, it is still early and both the implementation and pricing are likely to change. page 19 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 13: Google Shopping Express Screenshot / Flash Source: Google, Jefferies Given the fact that Google remains a prime starting point for many product searches, it seems natural that the company would like to monetize these users as they progress all the way down the conversion funnel, rather than sending traffic to competing eCommerce sites to complete the transaction. Google has already taken steps in this direction by recently enhancing Product Listing Ads (PLA) with rich product information (image of product, size & color options, etc.), making Google Shopping appear more like Amazon. With Google Shopping Express, Google is furthering its commerce ambitions. If Google rolls out Google Shopping Express more broadly, we would expect deep integration with other Google services like Wallet, Maps, Zavers, and obviously the broader Google Shopping / Search product. Google Shopping recently started requiring retailers to upload additional inventory information. This is a step in the right direction as Google will now face the challenge of maintaining precise, up-to-the-minute inventory levels across all its Google Shopping Express partners. Delivery to Neighborhood Locker Following in Amazon’s footsteps, Google seems to be considering a local delivery service as well – one very similar to Amazon Locker. In November 2012, the company acquired BufferBox, a provider of temporary lockers for the delivery of packages. As a Google spokesperson put it, with the purchase of BufferBox the company is trying “to remove as much friction as possible from the shopping experience, while helping consumers save time and money.” We tend to agree that giving users a choice of delivery options that offer convenience and speed at reasonable / subsidized price should help minimize friction in online shopping. Google has not announced any services yet leveraging its BufferBox acquisition but we believe it’s a question of time. page 20 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 14: BufferBox Locker Source: Google, Jefferies Currently, BufferBox operates in Canada only and particularly in the Greater Toronto Area. Pick-up stations are located at about 20 locations in GO Stations and 7-Eleven and Sobeys stores. Users can register on the BufferBox website and receive a BufferBox Shipping Address. At the check-out of any online retailer, they can enter that address for shipping and get the goods deliver to a nearby BufferBox location. Once delivered, the user receives a PIN that opens the door of the locker containing their package. Users have 72 hours (excluding Sundays and holidays) to pick up their packages. After that, packages are removed to a warehouse and, if not requested for re-delivery within seven days, shipped back to the sender. In cases when the BufferBox is full, the service holds the package until space opens for delivery. Deliveries requiring signature or tax / duty payment (COD) are accepted too. BufferBox signs for the parcel or covers any fees and bills the user (including a 9% processing fee for the latter) before sending the PIN email. page 21 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Walmart On the other end of the spectrum, Walmart already has the storage capacity and ships directly from its stores (just over 4,000 in the US). Its service, Walmart To Go, is available in San Jose / San Francisco, Northern Virginia (outside Washington D.C.), Philadelphia, Minneapolis, and Denver. The delivery fee varies by region and by day of the week / time of day as does the minimum order size. Currently, a Californian can get a delivery for $6-9 (two-hour delivery slot) or $5 (four-hour delivery slot) on a minimum order of $45. The categories eligible for this service include most grocery items, electronics & home office, home & furniture, sports & fitness, and toys & video games. Exhibit 15: Walmart To Go Source: Walmart, Jefferies Walmart To Go started in April 2010 in San Jose / San Francisco as a home delivery service for online grocery purchases. In October 2012, the company began a test of same-day delivery for the holiday season. Priced at $10 per order (regardless of number of items / no minimum requirement), it was available in Minneapolis, Northern Virginia (outside Washington D.C.), Philadelphia, and San Jose / San Francisco. Selection of goods was specific to a user’s location (likely limited to items available in local stores) and included approximately 5,000 items from the 1MM+ in Walmart’s online catalog. Customers could place an order until 12pm local time and then choose a four-hour window (i.e., 4-8pm, 59pm, 6-10pm) for delivery the same day. The company had not specified a particular end date and currently it is not clear if the test is over or it has been extended into a permanent offering. Executives at Walmart have said that as it ramps digital online investments, it is serving both high-income consumers as well as its in-store shoppers ($30-60K average annual page 22 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 income). Interestingly, we note that the proportion of people who had shopped online in the previous three months rose steadily from 62% among households with annual household income <$25K to 84% among those with $100K+. And the company is quick to highlight that its shoppers also purchase from its website, often on smartphones rather than computers. Walmart expects its online sales to exceed $9B this year (<2% of total). Walmart believes its ability to combine digital assets with local points of presence give it a clear advantage as it could potentially use its 4,000+ US stores as warehouses to fulfill online orders quickly. Walmart also announced that later this year it would begin testing its own self-service lockers that customers can use to receive online orders (initial tests are scheduled in roughly a dozen stores). Jefferies Broadline & Hardline Retail Analyst Dan Binder believes that Walmart (and eventually Target) may use their stores as fulfillment centers at some point. However, he expects longer-term Walmart will have to charge a fee for same-day delivery, so the market opportunity will probably be small. After all, Walmart’s customers aren’t exactly Nordstrom’s customers where money is less of an issue. In addition to testing same-day delivery in 4 cities, Walmart is already offering in-store pick-up for online orders. Binder also believes that players like BestBuy are very unlikely to ever use Amazon for fulfillment. He thinks that scale matters and Amazon’s offerings may work for small businesses but for big businesses and especially for big competitors (such as BestBuy), it doesn’t seem very logical. We do not agree entirely here as we believe that using Amazon as a channel could work for branded products / retailers. While Amazon might compete with 3P merchants that sell commoditized products, we don’t think it does for branded ones. Thus brands / specialty retailers can benefit from being able to leverage Amazon’s platform by offering limited / exclusive SKUs. Perhaps over time this would enable these retailers to lower overhead and still maintain their brands. Jefferies Specialty Retail team think that while many of the mature specialty retailers are rationalizing square footage after being “over-stored” when the recession hit (and also probably in some part due to a shift to online sales), further acceleration of store closures is unlikely. Most of these retailers still view the store environment as a key marketing tool for the brand and an important aspect of the user experience (i.e. as a venue for shoppers to actually try on apparel and view apparel/accessories in person before buying). In addition, most specialty retailers have begun making significant investments to improve their in-house e-commerce platforms and make the brands more omni-channel. We largely agree but believe that costs may outweigh the value longer term – especially as the high value proposition of same-day delivery begins to take off among consumers (who did not realize they “needed” it until they had it). Further, since specialty retailers would not be able to provide such level of service, why wouldn’t they shift some percentage of inventory to Amazon or eBay if they don’t compete with them? page 23 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Nordstrom Nordstrom is another national retailer that offers same-day delivery in select markets. Launched in November 2011, the service is available every day of the week (including Saturday and Sunday) and costs $15 per order. Orders placed by 1pm Pacific time are delivered by 7pm the same day to addresses in over 100 zip codes in Seattle, WA, Bellevue, WA, and La Jolla, CA. Exhibit 16: Same-Day Delivery by Nordstrom Source: Nordstrom, Jefferies page 24 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Barnes & Noble A same-day delivery option in Manhattan, NY has been available to Barnes & Noble.com shoppers since May 2000. Currently, it is free for orders above $25 and for B&N Members. Orders with all Items marked "Usually ships within 24 hours – Same Day Delivery in Manhattan" are eligible for this service. Generally, this is merchandise in stock in New Jersey warehouses of the company and its affiliates. Orders must be placed by 11am, Monday through Friday, to qualify and are delivered by 7pm. Orders placed on New Year's Day, Good Friday, Thanksgiving, and Christmas are not eligible. Exhibit 17: Same-Day Delivery in Manhattan by Barnes & Noble Source: Barnes & Noble.com, Jefferies Other Independent Merchants In addition, some local brick-and-mortar retailers are reportedly testing paid deliveries within a 3-mile store radius to build competitive advantage, loyalty and market share. We believe, these retailers will ultimately decide to engage the services of some of the bigger players (Amazon, eBay, Google, even USPS) as scale does play a major role in the cost of such an offering. page 25 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 USPS The US Postal Service began a 1-year experiment in December 2012 for same-day delivery of in-store and online purchases from participating retailers in San Francisco, CA. While in beta, the USPS will work with a maximum of 10 retailers with at least 10 physical locations nationally (one or more within defined major metro areas). Orders completed by 2pm get picked up after 3pm and delivered between 4pm and 8pm the same day. While pricing is up to the participating retailer, the regulatory filing for the service states that USPS will be charging in excess of $2.90 per delivery / package. Only residential addresses are covered in the test and there are some restrictions on weight and size but they are the same as for other USPS services. Users can check delivery status through USPS’ Track and Confirm tool. For returns, merchandise can be returned to the store or sent back with USPS (pickup can be scheduled online). According to the USPS website, the service would be available eventually through its mobile app too. While the experiment started with a single retailer (1-800-FLOWERS.COM), new ones were in late-stage negotiations as of January 2013, according to a USPS spokesperson. If the test is successful, the service will be expanded to other big metro areas such as Boston, Chicago, Los Angeles, and New York. Exhibit 18: Metro Post by USPS Source: USPS, Jefferies page 26 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Postmates Get It Now is a one-hour delivery service available in San Francisco since May 2012 and in Seattle since March 2013. Users, who have downloaded the iOS app, can place an order between 8am and midnight every day of the week. The order gets assigned to the best courier for the job seconds after being placed. Then the courier, called Postmate, purchases the ordered goods on behalf of the user and delivers them to a drop-off address. During this time, users can track their delivery from the app in real-time and can contact the Postmate if a change is needed (e.g. add or cancel an item, change delivery address, etc.). However, such changes get forwarded to HQ as they might require a fee adjustment. The delivery fee, currently starting at $4.99, is determined dynamically by an algorithm that accounts for the distance, time required and effort involved in the delivery. Exhibit 19: Screenshots of Postmates’ Get It Now App Source: App Annie, Jefferies While Postmates (the company) is still managing the inventory of items that users can order through the service (currently from ~4,000 different locations in San Francisco and 1,000+ in Seattle), it plans to offer a self-serve platform that will allow local businesses to take control of their venue’s listings and update inventory themselves. In addition, users can simply prepare a shopping list of items (if the merchant’s inventory is not listed in the app) and the Postmate will purchase them. Technically, users can order from any retail store or merchant in the city that accepts credit cards. Another feature in the app (a nearby tab) allows users to browse stores close to their current location. It updates dynamically and is powered by Foursquare. Postmates has been running on-demand same-day deliveries in San Francisco and vicinity since December 2011. It launched its one-hour delivery service Get It Now in closed beta in March 2012 and officially in May 2012. The Seattle beta launch happened in February 2013 with the official launch in March. We believe the next city in the company’s expansion plan is New York (based on its application form for prospective Postmates). The delivery fee has declined over time to the current $4.99+ but it was $6.99+ when the service first started. Postmates currently has nearly 200 couriers in San Francisco and just over 40 in Seattle. page 27 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exec Exec is an errand-running service, similar to TaskRabbit, which provides companies and individuals access to on-demand personal assistants for delivery, furniture assembly, and other errands. Once users post what they need, an in-house trained Exec gets assigned on the task within 10 minutes. Users can track the progress of their errand and stay in touch with the Exec through messages. The service gets everything done for $25/hour and is available from 9am to 9pm. The company and its services are currently based in San Francisco. Exhibit 20: Exec Errands Source: Exec, Jefferies page 28 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Instacart Instacart is a unique same-day delivery service, which focuses solely on same-day grocery delivery from Trader Joe’s, Safeway and Whole Foods. Customers can shop directly from their iPhones from 10am to 9pm every day. The company has a one-hour or a three-hour promised delivery window for a flat $9.99 and $3.99, respectively. The service is currently live in San Francisco, Palo Alto and Mountain View. The company has plans to expand into other verticals. Exhibit 21: Screenshots of Instacart App Source: App Annie, Jefferies Shutl Shutl is another start-up that provides same-day delivery in the Bay Area, with ambitions to launch soon in New York City, Chicago, Miami, and several other metro areas in the US. The company’s technology integrates with online retailers and connects them with a network of local, same-day carriers, which purportedly provide faster, more flexible delivery options than the traditional delivery providers such as UPS and FedEx. Exhibit 22: Shutl Source: Shutl, Jefferies page 29 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 TaskRabbit TaskRabbit, one of the original errand outsourcing services, recently launched a Deliver Now feature, where customers can have same-day delivery from any local business. Deliver Now costs $10 and is currently only available in San Francisco, while TaskRabbit itself is based in 9 metro areas. The feature allows regular users to solicit same-day deliveries for orders from local businesses such as restaurants and stores that do not themselves provide a delivery service. Exhibit 23: Screenshots of TaskRabbit App Source: App Annie, Jefferies WunWun WunWun is a product / service similar to TaskRabbit and Exec with a twist. WunWun has an on-demand network of Helpers. Once your request is received, a Helper is designated to see it through. When a request requires a specialized provider, WunWun acts as a personal concierge service. For deliveries, it’s a flat $15 fee and $2 for every 5 minutes of other services. Currently, WunWun is in beta in New York City. Exhibit 24: Screenshots of WunWun App Source: App Annie, Jefferies page 30 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Potential Winners Whether same-day delivery will become prevalent over time or remain a high-touch addon service is not clear yet. Some recent studies reveal that free delivery and lower prices are much more important to shoppers. According to a BCG survey, conducted in November 2012, only 9% of participants cited same-day delivery as a top factor that would improve their online shopping experience. Overwhelmingly more, 74% and 50% cited free delivery and lower prices, respectively, as top factors. However, that same survey showed that affluent millennials (18 to 34-year olds with household income in excess of $150K) were willing to pay up to $10 for same-day delivery vs. up to $6 by other consumers. The affluent millennial cohort is also spending online about 2 times more than the average US consumer. Only time will show if millennials again will drive a change in eCommerce fulfillment as they did with other aspects of everyday life already. While it is not clear yet if consumers are actually ready to pay (and how much) for such services, the competition in fulfillment is already on and major players are investing. Which aspects of fulfillment (e.g. speed, flexibility, cost) will prove more important to consumers could determine which of the existing offerings will survive and thrive. We believe that the most compelling offerings, for now, come from Amazon, eBay and Walmart as each dwells on a competitive strength. However, Amazon is currently the undisputed leader as it appears to have perfected the logistics function and is likely to start building new fulfillment centers closer to customers, now that it has signed tax agreements with a host of states. We also think that the proceeds of its November 2012 debt offering of $3B will be used for fulfillment center build-out, to a large extent. eBay seems to have solved the inventory / warehousing problem and built scale by partnering with top national retailers while maintaining neutrality. It also has the most compelling offering that helps retailers leverage their own brands and assets to evolve their multichannel strategies to seamlessly meet the increasing demands of the omni-channel consumer. Its products enable retailers to address the full opportunity of the converging online and offline markets. And finally, Walmart has already established a presence in all key markets and needs only to master the “last mile” or partner with / acquire someone with the logistics acumen. We believe Google is another one to keep an eye on as it remains a prime starting point for many product searches. The company has already taken steps to monetize these better by enhancing its Product Listing Ads with rich product information (product image, size & color options, etc.). If Google rolls out Google Shopping Express more broadly, we would expect deep integration with its other services like Wallet, Maps, Zavers, and obviously the broader Google Shopping / Search product. Among the other players, we believe the ones that manage to remain retailer-neutral, to offer the highest flexibility (accepting orders 24/7 at the extreme), and to remain competitive on pricing without going bust, are the most likely to succeed. And we do believe it is not a winner-take-all game. Smaller / local / niche players should be able to find a place on the table among the bigger players too. page 31 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Appendix A. Jefferies US eCommerce Model B. Amazon Model C. eBay Model D. Google Model page 32 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 A. Jefferies US eCommerce Model Exhibit 25: Jefferies US eCommerce Model ($ in Millions) F2012 Q1 12A Total US Retail Sales* % Y/Y Growth Total US Retail eCommerce Sales* % Y/Y Growth eCommerce Penetration - % of Retail Y/Y Penetration Increases (bps) Online Travel** % Y/Y Growth Q2 12A F2013 Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E 2011A 2012A 2013E $1,080,064 6.2% $53,091 15.3% $1,076,950 4.3% $54,936 15.5% $1,091,897 4.6% $57,034 17.4% $1,106,823 4.0% $59,545 15.6% $1,121,106 3.8% $60,490 13.9% $1,118,951 3.9% $61,554 12.0% $1,137,757 4.2% $63,753 11.8% $1,152,147 4.1% $65,913 10.7% $4,157,173 8.3% $193,722 15.1% $4,355,734 4.8% $224,606 15.9% $4,529,962 4.0% $251,710 12.1% 4.9% 5.1% 5.2% 5.4% 5.4% 5.5% 5.6% 5.7% 4.7% 5.2% 5.6% 0.38% 0.49% 0.57% 0.54% 0.48% 0.40% 0.38% 0.34% 0.28% 0.50% 0.40% $25,614 $28,023 $26,292 $23,021 $27,893 $30,630 $28,659 $25,035 $94,485 $102,951 $112,216 10.3% 8.7% 8.9% 7.8% 8.9% 9.3% 9.0% 8.7% 11.0% 9.0% 9.0% $2,968 $2,883 $2,809 $2,890 $3,043 $3,048 $3,114 $3,295 $11,556 $11,524 $12,497 % Fixed Price vs. Auction Format 61.0% 62.0% 64.0% 66.0% 65.0% 65.5% 66.0% 67.4% 59.3% 63.4% 66.0% % Y/Y Growth -1.4% -1.8% 0.2% 2.8% 2.5% 5.7% 10.8% 14.0% 1.2% -0.3% 8.4% $81,673 $85,842 $86,136 $85,456 $91,426 $95,232 $95,526 $94,242 $299,763 $339,081 $376,423 13.0% 12.5% 14.0% 12.9% 11.9% 10.9% 10.9% 10.3% 13.1% 13.1% 11.0% 7.4% 7.7% 7.7% 7.5% 7.9% 8.3% 8.2% 8.0% 7.0% 7.6% 8.1% 0.43% 0.56% 0.63% 0.59% 0.57% 0.51% 0.48% 0.44% 0.30% 0.55% 0.50% eBay US Auctions GMV US eCommerce Sales (Adjusted) % Y/Y Growth eCommerce Penetration (Adj) - % of Retail Y/Y Penetration Increase *US Department of Commerce; Does not include auctions, travel, financial services, or event ticket sales -- http://www.census.gov/mrts/www/ecomm.html **comScore Source: US Department of Commerce, comScore, Jefferies page 33 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 B. Amazon Model Exhibit 26: Amazon - Income Statement ($000s) F2012 Net Revenue F2013 Q1 12A Q2 12A Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E $13,185,000 $12,834,000 $13,806,000 $21,268,000 $16,271,675 $16,006,550 $17,351,585 $27,103,649 $61,093,000 $76,733,459 $96,334,698 North America Net Revenue 7,427,000 7,326,000 7,884,000 12,175,000 9,171,631 9,166,226 9,959,790 15,704,269 34,812,000 44,001,916 55,616,677 International Net Revenue 5,758,000 5,508,000 5,922,000 9,093,000 7,100,044 6,840,324 7,391,795 11,399,380 26,281,000 32,731,543 40,718,021 % Y/Y Growth 29% 27% 25% 26% 27% 26% (24) 34% (3) 8 54 (23) (2) 8 56 -- -- -- Cost of Net Revenue 10,027,000 9,488,000 10,319,000 16,136,000 12,182,149 11,671,457 12,786,070 20,316,006 45,970,000 56,955,683 71,037,101 Total Gross Profit % Margin $3,158,000 24.0% $3,487,000 25.3% $5,132,000 24.1% $4,089,526 25.1% $4,335,093 27.1% $4,565,514 26.3% $6,787,643 25.0% % Q/Q Growth Fulfillment Marketing Technology & Content General & Administrative 1,258,000 468,000 860,000 174,000 $3,346,000 26.1% 1,298,000 521,000 970,000 197,000 GAAP Operating Income / (Loss) incl Stock Comp192,000 & Amort. of Intangibles 107,000 % Margin 1.5% 0.8% % Y/Y Growth (40) (47) % Q/Q Growth (26) (44) EBITDA % Margin % Y/Y Growth % Q/Q Growth $855,000 6.5% 28 4 Net Interest (Income) and Other (Income) Adjusted Pre-Tax Profit / (Loss) % Effective Tax Rate 108,000 $290,000 33% Provision / (Benefit) for Income Taxes Tax Adjustments for Non-GAAP Items Minority Interest Operating Net Income / (Loss) % Margin % Y/Y Growth % Q/Q Growth 43,000 51,500 (89,000) $284,500 2.2% (8) (13) Other Operating Expense/Amortization of Intangibles Stock-Based Compensation Tax Effect of Non-GAAP Entries Reported GAAP Net Income / (Loss) % Margin % Y/Y Growth % Q/Q Growth Weighted Avg. Diluted Shares Outstanding 46,000 160,000 (51,500) $130,000 1.0% (35) (27) 460,000 $845,000 6.6% 34 (1) (39,000) 22% 23% 1,454,000 524,000 1,080,000 197,000 2,196,000 833,000 1,221,000 204,000 1,643,626 678,446 1,128,000 222,000 (28,000) (0.2%) (135) (126) 405,000 1.9% 56 -- 142,255 0.9% (26) (65) 77,374 0.5% (28) (46) $1,340,000 6.3% 63 70 $1,079,217 6.6% 26 (19) $1,067,880 6.7% 26 (1) $786,000 5.7% 46 (7) 56,233 0.3% -(27) 716,054 2.6% 77 1,173 676,000 1.1% (22) -- 991,917 1.3% 47 -- 2,183,096 2.3% 120 -- $1,024,144 5.9% 30 (4) $1,694,852 6.3% 26 65 $3,826,000 6.3% 44 -- $4,866,092 6.3% 27 -- $6,582,224 6.8% 35 -- 60,477 $356,978 30.7% $453,838 36.5% $397,188 30.7% $1,013,328 44.7% 109,000 63,250 30,000 83,000 65,000 169,000 194,000 68,250 46,000 40,889 68,800 35,000 78,013 87,455 35,000 38,543 83,238 35,000 366,755 86,625 35,000 32,000 221,000 (63,250) $7,000 0.1% (96) (95) 458,000 43,000 217,000 (65,000) ($274,000) (2.0%) (535) (4,014) 460,000 $253,369 1.6% 29 19 (8,005) $240,408 1.4% -(5) 38,000 235,000 (68,250) 40,000 235,200 (68,800) 36,000 313,820 (87,455) 40,000 292,950 (83,238) $97,000 0.5% (45) -- $5,889 0.0% (95) (94) ($8,996) (0.1%) (229) (253) ($9,305) (0.1%) --- 462,659 462,781 461,000 462,613 $25,297,597 26.3% 7,953,365 3,127,025 5,397,000 1,004,000 68,000 $212,289 1.3% (25) (30) $19,777,776 25.8% 6,206,000 2,346,000 4,131,000 772,000 $610,000 43% $301,750 1.4% (8) -- $15,123,000 24.8% 26% 2,803,973 1,075,116 1,578,000 268,000 $238,000 62% ($79,000) (0.6%) (140) (140) (26,644) 1,830,879 672,452 1,413,000 260,000 $399,000 43% $196,750 1.5% (40) (31) (6,000) 1,674,887 701,012 1,278,000 254,000 27% 49,226 $524,947 1.9% 74 118 41,000 305,500 (86,625) 131,000 $1,537,000 44% 429,000 248,000 156,000 $704,000 1.2% (40) -- 75,055 $2,221,332 38% 524,201 326,118 140,000 $1,231,014 1.6% 75 -- 159,000 833,000 (248,000) 157,000 1,147,470 (326,118) $265,072 1.0% 173 -- ($40,000) (0.1%) (106) -- $252,661 0.3% --- 463,092 453,000 Operating EPS % Y/Y Growth % Q/Q Growth $0.62 (8%) (13) $0.43 (40%) (31) ($0.17) (140%) (140) $0.65 (8%) -- $0.46 (26%) (30) $0.55 27% 19 $0.52 -(5) $1.13 73% 118 $1.55 (39%) -- Reported GAAP EPS % Y/Y Growth % Q/Q Growth $0.28 (35%) (26) $0.02 (96%) (95) ($0.60) (536%) (3,997) $0.21 (45%) -- $0.01 (95%) (94) ($0.02) (227%) (253) ($0.02) --- $0.57 172% -- ($0.09) (106%) -- 462,786 10,033,186 3,973,978 6,297,000 1,224,000 36,887 $3,732,546 36% 944,332 396,584 126,000 $2,265,630 2.4% 84 -152,000 1,434,338 (396,584) $1,075,877 1.1% 326 -462,344 $2.66 71% -- $4.90 84% -- $0.55 --- $2.33 326% -- Source: Company data, Jefferies estimates page 34 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 27: Amazon - Revenue Build ($000s) F2012 Q1 12A Total Revenue % Y/Y Growth % Q/Q Growth Ex-FX Total Revenue % Y/Y Growth ex-FX Media % Y/Y Growth % of Total Revenue Electronics and Other General Merchandise % Y/Y Growth % of Total Revenue Other % Y/Y Growth % of Total Revenue Total North America Revenue % Y/Y Growth % Q/Q Growth % of Total Revenue Media % Y/Y Growth % of North America Revenue Electronics and Other General Merchandise % Y/Y Growth % Y/Y Growth (Organic) % of North America Revenue Zappos contribution % Y/Y Growth Other % Y/Y Growth % of North America Revenue AWS % Y/Y Growth % Q/Q Growth Total International Revenue % Y/Y Growth % of Total Revenue Ex-FX International Revenue % Y/Y Growth ex-FX FX Growth Media % Y/Y Growth % Y/Y Growth ex-FX % of International Revenue Electronics and Other General Merchandise % Y/Y Growth % Y/Y Growth ex-FX % of International Revenue Other % Y/Y Growth % of International Revenue Q2 12A $13,185,000 34% (24) 13,224,440 34% F2013 Q3 12A $12,834,000 29% (3) 13,094,960 32% Q4 12A $13,806,000 27% 8 14,162,880 30% Q1 13E Q2 13E Q3 13E Q4 13E F2012A $21,268,000 $16,271,675 $16,006,550 $17,351,585 $27,103,649 22% 23% 25% 26% 27% 54 (23) (2) 8 56 21,435,670 16,394,167 16,061,613 17,340,984 27,246,540 23% 24% 25% 26% 28% F2013E F2014E $61,093,000 $76,733,459 27% 26% --61,917,950 77,043,304 29% 26% $96,334,698 26% -55,616,677 -28% $4,710,000 19% 36 $7,975,000 43% 60 $500,000 61% 4 $4,119,000 13% 32 $8,161,000 38% 64 $554,000 54% 4 $4,600,000 11% 33 $8,558,000 35% 62 $648,000 59% 5 $6,514,000 8% 31 $13,934,000 28% 66 $820,000 61% 4 $5,275,772 12% 32 $10,272,073 29% 63 $723,830 45% 4 $4,628,738 12% 29 $10,560,805 29% 66 $817,007 47% 5 $5,201,930 13% 30 $11,201,815 31% 65 $947,840 46% 5 $7,519,706 15% 28 $18,378,863 32% 68 $1,205,080 47% 4 $19,943,000 12% 33 $38,628,000 35% 63 $2,522,000 59% 4 $22,626,146 13% 29 $50,413,556 31% 66 $3,693,757 46% 5 $25,769,254 14% 27 $65,586,143 30% 68 $4,979,302 35% 5 $7,427,000 36% (25) 56 $7,326,000 36% (1) 57 $7,884,000 33% 8 57 $12,175,000 23% 54 57 $9,171,631 23% (25) 56 $9,166,226 25% (0) 57 $9,959,790 26% 9 57 $15,704,269 29% 58 58 $34,812,000 30% -57 $44,001,916 26% -57 $55,616,677 26% -58 $2,197,000 16.6% 30 $4,772,000 44.5% 35.1% 64 $1,874,000 18.2% 26 $4,937,000 41.2% 31.1% 67 $2,215,000 14.9% 28 $5,061,000 39.2% 27.9% 64 $2,903,000 13.3% 24 $8,503,000 23.6% 15.8% 70 $2,526,550 15.0% 28 $5,967,241 25.0% 17.1% 65 $2,168,218 15.7% 24 $6,224,525 26.1% 17.4% 68 $308,316 25% $354,121 25% $412,201 25% $535,116 23% $379,229 23% $428,487 21% $498,763 21% $458,000 65.3% 6 $515,000 58.5% 7 $608,000 64.3% 8 $769,000 67.5% 6 $677,840 48.0% 7 $773,483 50.2% 8 $902,880 48.5% 9 $412,200 65% (0) $463,500 58% 12 $547,200 64% 18 $692,100 68% 26 $610,056 48% (12) $696,135 50% 14 $812,592 49% 17 $1,032,613 49% 27 $5,758,000 31.1% 44 $5,797,440 32% -1% $2,513,000 21.2% 22% 44 $3,203,000 40.2% 42% 56 $42,000 24% 1 $5,508,000 22.2% 43 $5,768,960 28% -5% $2,245,000 8.2% 12% 41 $3,224,000 34.4% 42% 59 $39,000 15% 1 $5,922,000 19.8% 43 $6,278,880 27% -6% $2,385,000 7.1% 12% 40 $3,497,000 30.4% 42% 59 $40,000 8% 1 $9,093,000 20.8% 43 $9,260,670 23% -2% $3,611,000 4.8% 7% 40 $5,431,000 34.7% 37% 60 $51,000 2% 1 $7,100,044 23.3% 44 $7,222,536 25% -2% $2,749,222 7.5% 9% 39 $4,304,832 32.1% 34% 61 $45,990 10% 1 $6,840,324 24.2% 43 $6,895,387 25% -1% $2,460,520 8.7% 10% 36 $4,336,280 33.4% 35% 63 $43,524 12% 1 $2,576,045 16.3% 26 $6,480,865 28.1% 18.2% 65 $3,428,443 18.1% 22 $11,128,478 30.9% 23.3% 71 $9,189,000 15% 26 $23,273,000 34% 25% 67 $10,699,256 16% 24 $29,801,109 28% 20% 68 $644,279 20% $1,609,754 24% $1,950,758 21% $1,147,348 49.2% 7 $2,350,000 64% 7 $3,501,551 49% 8 $4,762,109 36% 9 $2,115,000 64% -- $3,151,396 49% -- $4,285,898 36% -- $7,391,795 $11,399,380 24.8% 25.4% 43 42 $7,381,194 $11,542,271 25% 27% 0% -1% $2,625,885 $4,091,263 10.3% 11.9% 10% 13% 36 36 $4,720,950 $7,250,385 35.2% 31.8% 35% 34% 64 64 $44,960 $57,732 12% 13% 1 1 $26,281,000 $32,731,543 23% 25% 43 43 $27,105,950 $33,041,388 27% 26% -3% -1% $10,754,000 $11,926,890 10% 11% 13% 12% 41 36 $15,355,000 $20,612,447 35% 34% 39% 36% 58 63 $172,000 $192,206 11% 12% 1 1 $12,411,137 16% 22 $38,443,431 29% 29% 69 $40,718,021 24% 42 $13,358,117 12% 33 $27,142,712 32% 67 $217,193 13% 1 Source: Company data, Jefferies estimates Exhibit 28: Amazon - Balance Sheet ($000s) F2012 Q1 12A Cash & Cash Equivalents Short-Term Marketable Securities Q2 12A F2013 Q3 12A Q4 12A Q1 13E $2,288,000 $2,335,000 $2,980,000 $8,084,000 Q2 13E $4,214,493 Q3 13E $4,116,288 Q4 13E $4,792,110 F2012A F2013E $9,506,579 $8,084,000 F2014E $9,506,579 $13,927,426 3,427,000 2,635,000 2,268,000 3,364,000 3,364,000 3,364,000 3,364,000 3,364,000 3,364,000 3,364,000 Accounts Receivable 1,813,000 2,035,000 2,392,000 3,364,000 2,142,512 2,380,371 2,652,653 3,847,326 3,364,000 3,847,326 4,830,109 Inventories 4,255,000 4,380,000 5,065,000 6,031,000 5,239,993 5,608,695 6,550,672 8,419,601 6,031,000 8,419,601 10,501,219 Other Current Assets 3,364,000 371,000 408,000 413,000 453,000 418,616 468,948 501,160 550,567 453,000 550,567 678,019 $12,154,000 $11,793,000 $13,118,000 $21,296,000 $15,379,614 $15,938,302 $17,860,595 $25,688,074 $21,296,000 $25,688,074 $33,300,772 Property and Equipment 4,653,000 5,097,000 5,662,000 7,060,000 6,829,518 6,869,612 7,017,652 7,104,374 7,060,000 7,104,374 7,193,213 Goodwill 1,970,000 2,521,000 2,540,000 2,552,000 2,552,000 2,552,000 2,552,000 2,552,000 2,552,000 2,552,000 2,552,000 Current Assets Deferred Tax Assets Other Assets Total Assets Accounts Payable Accrued Expenses & Other Liabilities Unearned Revenue Short-Term Debt 27,000 26,000 38,000 123,000 123,000 123,000 123,000 123,000 123,000 123,000 1,535,000 1,585,000 1,476,000 1,524,000 2,452,943 2,563,581 2,338,745 3,553,407 1,524,000 3,553,407 4,375,987 $20,339,000 $21,022,000 $22,834,000 $32,555,000 $27,337,076 $28,046,496 $29,891,992 $39,020,855 $32,555,000 $39,020,855 $47,544,971 123,000 $6,886,000 $7,072,000 $8,369,000 $13,318,000 $8,397,339 $8,620,890 $10,088,735 $15,509,792 $13,318,000 $15,509,792 $19,344,350 3,498,000 3,813,000 4,182,000 5,684,000 4,259,602 4,486,268 4,644,080 6,519,730 5,684,000 6,519,730 8,028,985 0 0 0 0 114,814 178,965 261,720 504,647 0 504,647 1,301,197 104,000 79,000 54,000 0 0 0 0 0 0 0 771,000 $10,488,000 $10,964,000 $12,605,000 $19,002,000 $12,771,756 $13,286,122 $14,994,535 $22,534,169 $19,002,000 $22,534,169 $29,445,532 0.65% Unsecured Notes due Nov 2015 0 0 0 771,000 771,000 771,000 771,000 771,000 771,000 771,000 0 1.20% Unsecured Notes due Nov 2017 0 0 0 1,028,000 1,028,000 1,028,000 1,028,000 1,028,000 1,028,000 1,028,000 1,028,000 Total Current Liabilities 2.50% Unsecured Notes due Nov 2022 Other LT Liabilities Total Liabilities Additional Paid-In Capital 255,000 255,000 255,000 1,285,000 1,285,000 1,285,000 1,285,000 1,285,000 1,285,000 1,285,000 1,285,000 2,325,000 2,298,000 2,421,000 2,277,000 3,275,487 3,470,214 3,608,350 4,920,972 2,277,000 4,920,972 6,060,130 $13,068,000 $13,517,000 $15,281,000 $24,363,000 $19,131,243 $19,840,336 $21,686,885 $30,539,141 $24,363,000 $30,539,141 $37,944,661 7,197,000 7,578,000 7,868,000 8,352,000 8,359,943 8,369,266 8,377,518 8,389,053 8,352,000 8,389,053 8,431,772 Retained Earnings (Accumulated Deficit) 2,085,000 2,092,000 1,818,000 1,916,000 1,921,889 1,912,894 1,903,589 2,168,661 1,916,000 2,168,661 3,244,538 Treasury Stock (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (1,837,000) (174,000) (328,000) (296,000) (239,000) (239,000) (239,000) (239,000) (239,000) (239,000) (239,000) Accumulated Other Comprehensive Income Shareholders' Equity Liabilities & Shareholders' Equity (239,000) $7,271,000 $7,505,000 $7,553,000 $8,192,000 $8,205,832 $8,206,160 $8,205,107 $8,481,714 $8,192,000 $8,481,714 $9,600,310 $20,339,000 $21,022,000 $22,834,000 $32,555,000 $27,337,076 $28,046,496 $29,891,992 $39,020,855 $32,555,000 $39,020,855 $47,544,971 Source: Company data, Jefferies estimates page 35 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 29: Amazon - Cash Flow Statement ($000s) F2012 Q1 12A Net Income Q2 12A F2013 Q3 12A Q4 12A $130,000 $7,000 Depreciation 457,000 485,000 Tax Benefit from Stock Options (40,000) (85,000) Stock-Based Compensation 160,000 217,000 235,000 Deferred Taxes (38,000) (43,000) (36,000) (148,000) (2,000) (2,000) (4,000) (1,000) (Gain) / Loss on Sale of Securities Other Non-Cash Charges Funds From Operations (Inc.) Dec. in Accounts Receivable and Other (Inc.) Dec. in Inventories Inc. (Dec.) in Accounts Payable 9,975 235,200 313,820 292,950 305,500 0 0 0 0 (265,000) 0 0 0 0 (9,000) 0 (430,000) 833,000 2,569,706 2,812,790 30,801 34,786 1,147,470 1,434,338 0 0 0 0 0 407,000 0 0 $925,293 $1,212,845 $2,654,000 $4,000,638 $5,483,791 746,000 (166,000) 747,000 (124,000) 180,000 (416,000) (1,024,000) (647,000) (974,000) 326,929 (398,829) 791,007 (368,702) (79,658) (2,458,742) (941,977) (1,868,930) (860,000) (2,610,301) (1,932,814) (998,000) (2,388,601) (2,081,617) 1,223,000 4,926,000 (4,920,661) 223,551 1,467,845 5,421,057 2,071,000 59,000 96,000 1,412,000 (425,910) 421,392 295,949 3,188,271 382,000 472,000 545,000 509,788 487,998 544,833 754,577 $594,000 (394,973) (423,848) $355,000 (373,000) $4,339,000 (546,000) ($4,113,821) ($58,439) $943,000 $5,081,000 ($3,204,590) $894,831 (431,280) (462,077) (511,650) 2,191,792 3,834,558 1,038,000 3,479,702 2,648,412 1,796,000 2,297,196 3,241,913 (1,521,000) (1,792,549) (2,445,363) $824,915 $4,524,584 $1,526,000 $1,177,239 $3,265,089 $1,750,208 $5,737,429 $4,180,000 $5,177,877 $8,748,880 (386,000) (657,000) (716,000) (2,025,000) (50,000) (624,000) (37,000) (35,000) 0 0 0 0 (746,000) 0 (680,780) (783,000) (719,020) (3,784,000) (2,614,080) (565,000) (358,000) (1,528,000) (2,901,629) 0 0 0 0 0 (3,303,000) 0 1,738,000 1,251,000 742,000 506,000 0 0 0 0 4,237,000 0 0 $450,000 ($595,000) ($369,000) ($3,082,000) ($431,280) ($680,780) ($783,000) ($719,020) ($3,596,000) ($2,614,080) ($2,901,629) (18,000) (144,000) 2,927,000 0 2,680,000 (85,000) 0 109,000 0 0 0 (233,636) 0 (312,256) (291,386) (303,940) 0 0 (851,000) 0 (1,141,218) (1,426,404) 40,000 85,000 66,000 239,000 0 0 0 0 430,000 0 0 ($1,005,000) $67,000 $31,000 $3,166,000 ($233,636) ($312,256) ($291,386) ($303,940) $2,259,000 ($1,141,218) ($1,426,404) 0 0 0 0 ($3,869,507) ($98,205) $675,822 $4,714,469 Effect of Exchange Rate Changes 12,000 Inc. (Dec.) in Cash and Cash Equivalents 632,297 6,688 0 (960,000) Excess Tax Benefit from Stock Options 634,961 7,759 $953,270 (852,000) Net Cash Provided by Financing Activities 640,686 6,380 0 ($2,438,000) Proceeds from / (Repurchase of) Common Stock 661,762 2,158,000 $1,075,877 $909,231 Cash Flow from Operations Debt Issuance / (Repayment) F2014E $252,661 136,000 (333,000) Net Cash Used in Investing Activities F2013E ($40,000) $742,000 ($2,000) Proceeds from Sales of Securities and Investments (239,000) F2012A $265,072 197,000 (269,000) Purchases of Securities and Investments 662,000 (66,000) Q4 13E ($9,305) $588,000 ($3,166,000) Acquisitions, Net of Cash Acquired 554,000 Q3 13E ($8,996) 13,000 Change in Net Working Capital Capital Expenditures $5,889 $596,000 397,000 Amortization of Unearned Revenue $97,000 61,000 (529,000) Addition to Unearned Revenue Q2 13E $728,000 (4,258,000) Inc. (Dec.) in Accrued Expenses and Other 221,000 ($274,000) Q1 13E ($2,981,000) Beginning Cash and Cash Equivalents Ending Cash and Cash Equivalents (19,000) $47,000 40,000 $645,000 (61,000) $5,104,000 (28,000) $2,815,000 0 0 $1,422,579 $4,420,847 5,269,000 2,288,000 2,335,000 2,980,000 8,084,000 4,214,493 4,116,288 4,792,110 5,269,000 8,084,000 9,506,579 $2,288,000 $2,335,000 $2,980,000 $8,084,000 $4,214,493 $4,116,288 $4,792,110 $9,506,579 $8,084,000 $9,506,579 $13,927,426 Source: Company data, Jefferies estimates Exhibit 30: Amazon - DCF Analysis ($MM) 2012A Revenue $61,093 % Y/Y Growth 27% EBITDA $3,826 % Margin 6% % Y/Y Growth 44 Implied Taxes on Operations ($1,685) % Effective Tax Rate 44% Capital Expenditures ($3,784) % Y/Y Growth 109% Change in Net Working Capital $1,526 Tax Benefit from NOL Carryforwards 0 Acquisitions Not Yet Reflected on Balance Sheet -Unlevered Free Cash Flow ($117) NPV at 12/31/12 Valuation Date and 12.0% WACC Q1 13E $16,272 23% $1,079 7% 26 ($332) 31% ($431) 12% ($4,114) 0 0 ($3,797) ($3,693) 2013 Q2 13E Q3 13E $16,007 $17,352 25% 26% $1,068 $1,024 7% 6% 26 30 ($389) ($314) 36% 31% ($681) ($783) 4% 9% ($58) $825 0 0 0 0 ($61) ($57) $752 $691 Q4 13E $27,104 27% $1,695 6% 26 ($758) 45% ($719) (64%) $4,525 0 0 2014E $96,335 26% $6,582 7% 35 ($2,365) 36% ($2,902) 11% $3,265 0 0 $4,742 $4,234 $4,581 $3,865 2015E $118,214 23% $7,878 7% 20 ($2,617) 33% ($3,192) 10% $4,618 0 0 2016E $141,503 20% $9,724 7% 23 ($3,240) 33% ($3,511) 10% $5,402 0 0 $6,688 $5,038 $8,374 $5,631 Perpetuity Growth Rate / Terminal Value at 12.0% WACC 3.0% 3.5% 4.0% 4.5% 5.0% $248,663 $264,568 $282,462 $302,741 $325,917 Median DCF Valuation at 12/31/12 Valuation Date NPV of Cash Flows and Terminal Value $142,144 Plus: Net Cash 10,677 Implied Equity Value $152,821 Implied Fully Diluted Shares Outstanding (MM) 463 Implied Equity Value per Share $330 2017E $165,423 17% $11,747 7% 21 ($3,931) 33% ($3,862) 10% $6,306 0 0 2018E $189,981 15% $14,126 7% 20 ($4,782) 34% ($4,248) 10% $7,262 0 0 2019E $214,453 13% $16,460 8% 17 ($5,615) 34% ($4,461) 5% $8,098 0 0 2020E $238,738 11% $18,864 8% 15 ($6,472) 34% ($4,684) 5% $8,758 0 0 2021E $261,865 10% $21,336 8% 13 ($7,352) 34% ($4,918) 5% $9,047 0 0 2022E $287,156 10% $24,118 8% 13 ($8,342) 35% ($5,164) 5% $9,649 0 0 $10,260 $6,159 $12,357 $6,624 $14,481 $6,930 $16,466 $7,034 $18,113 $6,908 $20,260 $6,899 Implied Terminal Value / Terminal EBITDA Multiple 10.3x 11.0x 11.7x 12.6x 13.5x $248,663 $264,568 $282,462 $302,741 $325,917 WACC 10% 11% 12% 13% 14% $355 331 308 287 268 Equity Value per Share $368 $382 $398 342 355 369 318 330 343 297 307 320 277 287 298 $416 386 358 333 310 Source: Company data, Jefferies estimates page 36 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 C. eBay Model Exhibit 31: eBay - Income Statement ($000s) F2012 Q1 12A Net Revenues % Y/Y Growth Q2 12A $3,277,000 29% Cost of Net Revenues F2013 Q3 12A $3,398,000 23% $3,404,000 15% Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E $3,992,000 18% $3,749,989 14% $3,956,527 16% $4,012,053 18% $4,768,613 19% $14,071,000 21% $16,487,182 17% $19,523,884 18% 948,000 954,000 989,000 1,192,000 1,090,455 1,118,722 1,173,688 1,426,054 4,083,000 4,808,919 5,694,653 $2,329,000 71.1% $2,444,000 71.9% $2,415,000 70.9% $2,800,000 70.1% $2,659,534 70.9% $2,837,806 71.7% $2,838,365 70.7% $3,342,559 70.1% $9,988,000 71.0% $11,678,263 70.8% $13,829,231 70.8% 647,000 344,000 321,000 134,000 683,000 357,000 346,000 131,000 691,000 355,000 326,000 148,000 757,000 379,000 391,000 168,000 723,510 386,000 369,000 144,375 789,330 411,000 382,000 147,183 806,409 429,000 390,000 169,435 897,046 447,000 405,000 190,745 2,778,000 1,435,000 1,384,000 581,000 3,216,294 1,673,000 1,546,000 651,736 3,759,879 1,973,000 1,726,000 757,527 Adjusted Operating Income / (Loss) $883,000 % Margin 26.9% % Y/Y Growth (9) EBITDA $1,059,000 % Margin 32.3% % Y/Y Growth (7) $927,000 27.3% 5 $1,114,000 32.8% 5 $895,000 26.3% (3) $1,103,000 32.4% (1) $1,105,000 27.7% 23 $1,323,000 33.1% 20 $1,036,649 27.6% (6) $1,254,367 33.4% (5) $1,108,294 28.0% 7 $1,321,475 33.4% 5 $1,043,522 26.0% (6) $1,256,780 31.3% (5) $1,402,769 29.4% 34 $1,618,235 33.9% 29 $3,810,000 27.1% 20 $4,599,000 32.7% 21 $4,591,232 27.8% 21 $5,450,857 33.1% 19 $5,612,825 28.7% 22 $6,713,098 34.4% 23 Total Gross Profit % Margin Sales and Marketing Product Development General and Administrative Provision for Transaction & Loan Losses Net Interest (Income) and Other (Income) Adjusted Pre-Tax Profit / (Loss) % Effective Tax Rate 4,513 3,084 2,152 $908,000 20% (25,000) $960,000 24% $894,000 20% $1,134,000 18% $1,032,135 21% $1,105,209 22% $1,041,370 22% $1,493,859 21% $3,896,000 20% $4,672,574 22% $5,703,368 22% 114,000 69,000 159,000 71,000 75,000 101,000 126,000 81,000 168,325 47,020 199,254 48,394 185,583 47,328 266,797 48,556 474,000 322,000 819,960 191,298 1,083,927 180,020 $725,000 22% (8) $730,000 21% 1 $718,000 21% (2) $927,000 23% 29 $816,790 22% (12) $857,561 22% 5 $808,459 20% (6) $1,178,506 25% 46 $3,100,000 22% 16 $3,661,316 22% 18 $4,439,422 23% 21 Provision / (Benefit) for Income Taxes Tax Adjustments for Non-GAAP Items Operating Net Income / (Loss) % Margin % Y/Y Growth (33,000) Amortization of Acquired Intagible Assets 105,000 Stock-Based Compensation 111,000 Employer Payroll Taxes on Stock Options Gains 14,000 1x Charges 0 (Gain) / Loss on Sale of Investments (6,000) Tax Effect of Non-GAAP Entries 103,000 127,000 2,000 (5,000) (118,000) (69,000) Reported GAAP Net Income / (Loss) % Margin % Y/Y Growth Weighted Avg. Diluted Shares Outstanding 1,000 (29,000) 103,000 122,000 3,000 (2,000) (4,000) (71,000) 101,000 127,000 3,000 30,000 (4,000) (101,000) $0 100,000 121,101 14,000 0 (35,000) (81,000) 98,000 140,970 3,000 0 (35,000) (47,020) (91,091) 97,000 136,640 3,000 0 (35,000) (48,394) 95,000 144,780 3,000 0 (35,000) (47,328) (48,556) (86,000) 412,000 487,000 22,000 23,000 (132,000) (322,000) (81,341) 390,000 543,491 23,000 0 (140,000) (191,298) (90,544) 300,000 576,100 24,000 0 (120,000) (180,020) $570,000 17% (71) $692,000 20% 21 $597,000 18% (14) $751,000 19% 26 $663,709 18% (12) $698,985 18% 5 $654,147 16% (6) $1,019,282 21% 56 $2,610,000 19% (19) $3,036,123 18% 16 $3,839,341 20% 26 1,308,000 1,309,000 1,314,000 1,318,000 1,327,162 1,328,233 1,329,681 1,332,031 1,312,250 1,329,277 1,337,219 Operating EPS % Q/Q Growth $0.55 (8%) $0.56 1% $0.55 (2%) $0.70 29% $0.62 (12%) $0.65 5% $0.61 (6%) $0.88 46% $2.36 16% $2.75 17% $3.32 21% Reported GAAP EPS % Q/Q Growth $0.44 (71%) $0.53 21% $0.45 (14%) $0.57 25% $0.50 (12%) $0.53 5% $0.49 (7%) $0.77 56% $1.99 (19%) $2.28 15% $2.87 26% Source: Company data, Jefferies estimates Exhibit 32: eBay - Revenue Build ($000s) F2012 Q1 12A Total Net Revenues % Y/Y Growth Marketplaces % Y/Y Growth % of Total Net Revenues $3,277,000 28.7% F2013 Q2 12A $3,398,000 23.1% Q3 12A $3,404,000 14.8% Q4 12A $3,992,000 18.1% Q1 13E $3,749,989 14.4% Q2 13E $3,956,527 16.4% Q3 13E $4,012,053 17.9% Q4 13E $4,768,613 19.5% F2012A $14,071,000 20.8% F2013E F2014E $16,487,182 17.2% $19,523,884 18.4% 1,728,000 11.2% 52.7% 1,814,000 9.1% 53.4% 1,806,000 9.3% 53.1% 2,050,000 15.7% 51.4% 1,909,221 10.5% 50.9% 2,023,710 11.6% 51.1% 2,026,036 12.2% 50.5% 2,337,864 14.0% 49.0% 7,398,000 11.4% 52.6% 8,296,831 12.1% 50.3% 9,539,188 15.0% 48.9% 1,425,000 10.9% 1,491,000 10.5% 1,490,000 10.1% 1,672,000 15.8% 1,588,950 11.5% 1,667,118 11.8% 1,674,960 12.4% 1,916,016 14.6% 6,078,000 11.9% 6,847,044 12.7% 7,935,724 15.9% Marketing Services & Other Revenues 303,000 % Y/Y Growth 12.8% 323,000 2.9% 316,000 5.6% 378,000 14.9% 320,271 5.7% 356,592 10.4% 351,076 11.1% 421,848 11.6% 1,320,000 9.0% 1,449,787 9.8% 1,603,464 10.6% 1,309,000 31.9% 39.9% 1,357,000 26.5% 39.9% 1,366,600 23.4% 40.1% 1,541,000 24.3% 38.6% 1,593,768 21.8% 42.5% 1,689,817 24.5% 42.7% 1,736,017 27.0% 43.3% 1,963,749 27.4% 41.2% 5,573,600 26.3% 39.6% 6,983,351 25.3% 42.4% 8,592,211 23.0% 44.0% 1,216,000 29.0% 1,234,000 24.5% 1,264,400 22.4% 1,432,000 23.8% 1,482,912 22.0% 1,538,798 24.7% 1,603,259 26.8% 1,821,504 27.2% 5,146,400 24.8% 6,446,473 25.3% 7,935,609 23.1% 93,000 87.4% 123,000 50.2% 102,200 37.4% 109,000 31.4% 110,856 19.2% 151,019 22.8% 132,758 29.9% 142,245 30.5% 427,200 47.9% 536,878 25.7% 656,602 22.3% 3,000 6,000 5,400 77.9% 3,000 -35.5% 5,000 66.7% 5,000 -16.7% 5,000 -7.4% 5,000 66.7% 17,400 126.4% 20,000 14.9% 21,500 7.5% 237,000 15.0% 7.2% 221,000 9.0% 6.5% 226,000 11.5% 6.6% 398,000 9.5% 10.0% 242,000 2.1% 6.5% 238,000 7.7% 6.0% 245,000 8.4% 6.1% 462,000 16.1% 9.7% 1,082,000 83.4% 7.7% 1,187,000 9.7% 7.2% 1,370,985 15.5% 7.0% Transaction Revenues % Y/Y Growth Payments % Y/Y Growth % of Total Net Revenues Transaction Revenues % Y/Y Growth Marketing Services & Other Revenues % Y/Y Growth Other Revenue % Y/Y Growth GSI Commerce % Y/Y Growth % of Total Net Revenues Source: Company data, Jefferies estimates page 37 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 33: eBay - Metrics ($000s) F2012 Q1 12A F2013 Q2 12A Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E $75,376,000 $85,617,237 $98,753,917 Marketplaces Metrics Gross Merchandise Volume (GMV) $18,077,000 % Y/Y Growth US GMV % Y/Y Growth % of Total GMV International GMV % Y/Y Growth Mobile GMV % Y/Y Growth Mobile as % of Total Fixed-Price GMV (excl Vehicles) $18,192,000 $18,275,000 $20,832,000 $20,222,000 $20,548,113 $20,815,612 $24,031,512 9.3% 7.5% 8.7% 13.5% 11.9% 13.0% 13.9% 15.4% $7,610,417 $7,586,064 $7,803,425 $8,499,456 $8,695,460 $8,835,689 $9,158,869 $10,093,235 $31,499,362 $36,783,253 $42,760,446 8.7% 8.6% 11.3% 14.9% 14.3% 16.5% 17.4% 18.8% 10.9% 16.8% 16.2% 42% 43% 42% 42% 43% 41% 43% 43% 44% 42% 9.8% 13.6% 15.3% 43% $10,466,583 $10,605,936 $10,471,575 $12,332,544 $11,526,540 $11,712,425 $11,656,743 $13,938,277 $43,876,638 $48,833,984 $55,993,471 9.6% 6.8% 6.8% 12.6% 10.1% 10.4% 11.3% 13.0% 9.0% 11.3% 14.7% $1,950,000 $2,350,000 $3,250,000 $5,350,000 $3,500,000 $3,700,000 $5,050,000 $7,800,000 $12,900,000 $20,050,000 $27,067,500 169.0% 161.1% 160.0% 170.9% 79.5% 57.4% 55.4% 45.8% 166.0% 55.4% 35.0% 10.8% 12.9% 17.8% 25.7% 17.3% 18.0% 24.3% 32.5% 17.1% 23.4% 27.4% $11,100,000 $11,300,000 $11,700,000 $13,700,000 $13,144,300 $13,459,014 $13,738,304 $16,187,206 $47,800,000 $56,528,824 $67,152,664 16.8% 15.3% 15.8% 21.2% 18.4% 19.1% 17.4% 18.2% 17.4% 18.3% 18.8% Fixed-Price as % of Total GMV 61% 62% 64% 66% 65% 66% 66% 67% 63.4% 66.0% 68.0% Fixed-Price as % of Non-Vehicle GMV 68% 70% 72% 72% 70% 72% 72% 73% 71% 72% 73% Marketplaces Transaction Revenue ($'000) $1,425,000 $1,491,000 $1,490,000 $1,672,000 $1,588,950 $1,667,118 $1,674,960 $1,916,016 $6,078,000 $6,847,044 $7,935,724 10.5% 10.1% 15.8% 11.5% 11.8% 12.4% 14.6% 11.9% 12.7% 15.9% 6,241,000 13.7% -2.0% 34.3% 6,479,000 15.9% 3.8% 35.5% 7,338,000 19.2% 13.3% 35.2% 7,359,096 15.6% 0.3% 36.4% 7,252,042 16.2% -1.5% 35.3% 7,606,346 17.4% 4.9% 36.5% 8,592,798 17.1% 13.0% 35.8% $26,424,000 15.6% -35.1% $30,810,282 16.6% -36.0% $35,770,737 16.1% -36.2% 9,930,000 8.0% 16.0% 0.9% 54.6% 9,801,000 8.0% 15.0% -1.3% 53.6% 11,767,000 13.9% 11,296,320 14.8% 11,439,360 15.2% 11,349,558 15.8% 13,673,254 16.2% $41,338,000 10.3% $47,758,492 15.5% $56,402,779 18.1% 20.1% 56.5% -4.0% 55.9% 1.3% 55.7% -0.8% 54.5% 20.5% 56.9% -54.8% -55.8% -57.1% 2,021,000 -9.7% -7.0% 8.0% 11.1% 1,994,000 -7.2% -5.0% -1.3% 10.9% 1,727,000 -7.3% 1,566,584 -16.3% 1,856,711 -8.1% 1,859,708 -6.7% 1,765,460 2.2% $7,613,000 -8.3% $7,048,463 -7.4% $6,580,401 -6.6% -13.4% 8.3% -9.3% 7.7% 18.5% 9.0% 0.2% 8.9% -5.1% 7.3% -10.1% -8.2% -6.7% 102,400 6.8% 104,800 7.8% 108,300 9.7% 112,300 11.9% 112,128 9.5% 114,756 9.5% 118,589 9.5% 122,969 9.5% 112,300 12% 122,969 10% $33,857,000 $34,451,000 $35,159,000 $41,471,000 $43,487,155 $45,126,041 $46,606,372 $53,260,351 $144,938,000 $188,479,919 23.7% 19.9% 20.1% 24.3% 28.4% 31.0% 32.6% 28.4% 22.0% 30.0% 24.9% $11,424,000 $11,337,000 $11,455,000 $13,444,000 $14,792,591 $14,869,031 $15,209,990 $17,322,440 $47,660,000 $62,194,051 $77,707,739 % Y/Y Growth 16.6% 14.7% 14.9% 17.8% 29.5% 31.2% 32.8% 28.8% 16.1% 30.5% 24.9% % Y/Y Growth (FX-Neutral) 18.0% 18.0% 18.0% 18.0% % Y/Y Growth % Y/Y Growth 10.9% US Marketplaces, ex-Vehicles US GMV ex-Vehicles 6,366,000 Y/Y Growth 13.1% Q/Q Growth 3.4% % of Total 35.2% International Marketplaces, ex-Vehicles Int'l GMV ex-Vehicles 9,840,000 Y/Y Growth 11.0% FX-neutral Y/Y Growth 13.0% Q/Q Growth -4.8% % of Total 54.4% Global Marketplaces, Vehicles Vehicles GMV 1,871,000 Y/Y Growth -8.7% FX-neutral Y/Y Growth -8.0% Q/Q Growth 0.4% % of Total 10.4% Active Users ('000) % Y/Y Growth Payments Metrics Total Payment Volume ($'000) % Y/Y Growth On-eBay Volume % of Total Payment Volume Merchant Services (Off-eBay) Volume 33.7% 32.9% 32.6% 32.4% 34.0% 33.0% 32.6% 32.5% 32.9% 33.0% $235,477,997 33.0% $22,433,000 $23,114,000 $23,704,000 $28,027,000 $28,694,565 $30,257,011 $31,396,383 $35,937,911 $97,278,000 $126,285,868 $157,770,258 % Y/Y Growth 27.7% 22.5% 22.7% 27.6% 27.9% 30.9% 32.5% 28.2% 25.2% 29.8% 24.9% % Y/Y Growth (FX-Neutral) 28.0% 26.0% 26.0% 28.0% $650,000 $696,000 $775,000 $1,034,000 $927,756 $1,027,992 $1,154,750 $1,558,238 $3,155,000 $4,668,736 $6,256,106 50.8% 39.5% 36.9% 30.9% 42.7% 47.7% 49.0% 50.7% 38.0% 48.0% 34.0% $1,825,000 $2,625,000 $3,525,000 $5,750,000 $4,100,000 $4,250,000 $4,900,000 $6,772,500 $13,725,000 $20,022,500 $27,030,375 247.6% 238.7% 235.7% 228.6% 124.7% 61.9% 39.0% 17.8% 234.8% 45.9% 35.0% 5.4% 7.6% 10.0% 13.9% 9.4% 9.4% 10.5% 12.7% 9.5% 10.6% 11.5% 3.87% 3.94% 3.89% 3.72% 150,633 Bill Me Later TPV % Y/Y Growth Mobile TPV % Y/Y Growth Mobile as % of Total Transaction Take Rate Transaction Expense Rate 1.07% 1.07% 1.07% 1.03% Transaction Loss Rate 0.26% 0.26% 0.30% 0.28% Transaction Margin 65.6% 66.3% 64.8% 64.7% Active Registered Accounts ('000) % Y/Y Growth Net Number of Payments ('000) % Y/Y Growth Transaction Average Size % Y/Y Growth 109,800 113,200 117,400 122,700 123,470 126,841 130,373 136,320 122,700 136,320 12.4% 12.9% 14.0% 15.4% 12.5% 12.1% 11.1% 11.1% 15.4% 11.1% 10.5% 555,700 564,800 589,200 691,700 711,296 720,685 741,803 851,483 2,401,400 3,025,266 3,678,468 30.9% 30.7% 28.3% 26.2% 28.0% $60.93 $61.00 $59.67 $59.96 $61.14 27.6% $62.62 25.9% $62.83 23.1% 28.8% 26.0% $62.55 $60.36 $62.30 21.6% $64.02 -5.5% -8.3% -6.4% -1.5% 0.3% 2.7% 5.3% 4.3% -5.3% 3.2% 2.8% Payments Transaction Revenue ($'000) $1,216,000 $1,234,000 $1,264,400 $1,432,000 $1,482,912 $1,538,798 $1,603,259 $1,821,504 $5,146,400 $6,446,473 $7,935,609 % Y/Y Growth 29.0% 24.5% 22.4% 23.8% 21.9% 24.7% 26.8% 27.2% 24.8% 25.3% 23.1% Payments Take Rate 3.59% 3.58% 3.60% 3.45% 3.41% 3.41% 3.44% 3.42% 3.55% 3.42% 3.37% Source: Company data, Jefferies estimates page 38 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 34: eBay - Balance Sheet ($000s) F2012 Q1 12A Q2 12A F2013 Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E Cash & Cash Equivalents Short-Term Marketable Securities Accounts Receivable Funds Receivable Other Current Assets Current Assets $4,164,000 1,707,000 633,000 5,857,000 728,000 $13,089,000 $4,038,000 1,716,000 648,000 5,916,000 960,000 $13,278,000 $7,331,000 1,804,000 694,000 6,599,000 982,000 $17,410,000 $6,817,000 2,591,000 822,000 10,254,000 1,099,000 $21,583,000 $8,370,032 2,591,000 764,381 7,271,979 680,313 $19,677,705 $9,103,123 2,591,000 806,915 7,674,872 723,628 $20,899,538 $9,861,897 2,591,000 818,679 7,784,988 749,526 $21,806,090 $10,235,729 2,591,000 973,493 9,256,599 810,627 $23,867,448 $6,817,000 2,591,000 822,000 10,254,000 1,099,000 $21,583,000 $10,235,729 2,591,000 973,493 9,256,599 810,627 $23,867,448 $14,198,683 2,591,000 1,152,796 10,961,532 939,807 $29,843,818 Property and Equipment Long-Term Investments Goodwill Other Intangibles Other Assets Total Assets 2,109,000 2,861,000 8,440,000 1,316,000 392,000 $28,207,000 2,238,000 2,630,000 8,417,000 1,272,000 423,000 $28,258,000 2,393,000 2,500,000 8,492,000 1,234,000 473,000 $32,502,000 2,491,000 3,044,000 8,537,000 1,128,000 491,000 $37,274,000 2,539,530 3,053,000 8,537,000 1,028,000 504,068 $35,339,304 2,725,958 3,062,000 8,537,000 930,000 536,149 $36,690,645 2,933,966 3,071,000 8,537,000 833,000 555,324 $37,736,380 3,174,727 3,172,000 8,537,000 738,000 600,606 $40,089,781 2,491,000 3,044,000 8,537,000 1,128,000 491,000 $37,274,000 3,174,727 3,172,000 8,537,000 738,000 600,606 $40,089,781 3,863,020 3,292,000 8,537,000 438,000 696,317 $46,670,155 Accounts Payable Funds Payable & Amounts Due to Customers Accrued Expenses & Other Liabilities Deferred Revenue Short-Term Debt Income Taxes Payable Total Current Liabilities $325,000 4,340,000 1,530,000 135,000 564,000 71,000 $6,965,000 $257,000 4,295,000 1,468,000 137,000 564,000 79,000 $6,800,000 $271,000 4,807,000 1,776,000 132,000 12,000 63,000 $7,061,000 $301,000 8,094,000 2,058,000 137,000 413,000 63,000 $11,066,000 $299,472 5,296,484 2,038,606 145,500 413,000 228,524 $8,421,586 $307,970 5,589,782 2,163,794 153,513 413,000 258,149 $8,886,208 $323,874 5,669,833 2,260,068 155,668 413,000 238,408 $9,060,850 $394,729 6,742,912 2,452,263 185,160 13,000 316,041 $10,104,104 $301,000 8,094,000 2,058,000 137,000 413,000 63,000 $11,066,000 $394,729 6,742,912 2,452,263 185,160 13,000 316,041 $10,104,104 $467,432 7,984,859 2,843,051 219,264 861,000 395,012 $12,770,618 Long-Term Debt Deferred Tax Liabilities Other Liabilities Total Liabilities 1,521,000 946,000 66,000 $9,498,000 1,518,000 956,000 72,000 $9,346,000 4,506,000 945,000 77,000 $12,589,000 4,106,000 1,020,000 207,000 $16,399,000 4,106,000 1,020,000 90,882 $13,638,468 4,106,000 1,020,000 106,538 $14,118,746 4,106,000 1,020,000 120,613 $14,307,463 4,106,000 1,020,000 187,372 $15,417,476 4,106,000 1,020,000 207,000 $16,399,000 4,106,000 1,020,000 187,372 $15,417,476 3,258,000 1,020,000 217,231 $17,265,849 Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Treasury Stock Accumulated Other Comprehensive Income Shareholders' Equity 11,281,000 13,959,000 (7,395,000) 864,000 $18,709,000 11,547,000 14,651,000 (7,750,000) 464,000 $18,912,000 11,813,000 15,248,000 (7,797,000) 649,000 $19,913,000 12,059,000 16,220,000 (8,053,000) 649,000 $20,875,000 12,076,752 17,028,084 (8,053,000) 649,000 $21,700,836 12,101,647 17,874,251 (8,053,000) 649,000 $22,571,899 12,135,084 18,697,833 (8,053,000) 649,000 $23,428,917 12,168,445 19,907,860 (8,053,000) 649,000 $24,672,305 12,059,000 16,220,000 (8,053,000) 649,000 $20,875,000 12,168,445 19,907,860 (8,053,000) 649,000 $24,672,305 12,303,579 24,504,728 (8,053,000) 649,000 $29,404,307 Liabilities & Shareholders' Equity $28,207,000 $28,258,000 $32,502,000 $37,274,000 $35,339,304 $36,690,645 $37,736,380 $40,089,781 $37,274,000 $40,089,781 $46,670,155 Source: Company data, Jefferies estimates Exhibit 35: eBay - Cash Flow Statement ($000s) F2012 Q1 12A Net Income Depreciation Amortization Tax Benefit from Stock Options Stock-Based Compensation Earnings in Unconsolidated Equity Interests Provision for Transaction Losses Other Non-Cash Charges Funds From Operations (Inc.) Dec. in Accounts Receivable (Inc.) Dec. in Funds Receivable (Inc.) Dec. in Other Current Assets (Inc.) Dec. in Other Long-Term Assets Inc. (Dec.) in Accounts Payable Inc. (Dec.) in Funds Payable Inc. (Dec.) in Accrued and Other Liabilities Inc. (Dec.) in Deferred Revenue Inc. (Dec.) in Income Taxes Payable Change in Net Working Capital Cash Flow from Operations $570,000 176,000 105,000 0 111,000 0 134,000 0 $1,096,000 Q2 12A $692,000 187,000 103,000 0 127,000 0 131,000 (118,000) $1,122,000 0 0 0 0 0 0 0 0 0 ($565,000) 0 0 0 0 0 0 0 0 0 ($354,000) F2013 Q3 12A Q4 12A $597,000 208,000 103,000 0 122,000 0 148,000 0 $1,178,000 $751,000 218,000 101,000 0 127,000 0 168,000 9,000 $1,374,000 $663,709 217,719 100,000 8,986 121,101 (9,000) 144,375 0 $1,246,890 $698,985 213,181 98,000 8,210 140,970 (9,000) 147,183 0 $1,297,529 $654,147 213,258 97,000 5,941 136,640 (9,000) 169,435 0 $1,267,421 $1,019,282 215,467 95,000 5,749 144,780 (101,000) 190,745 0 $1,570,023 $2,610,000 789,000 412,000 0 487,000 0 581,000 (109,000) $4,770,000 $3,036,123 859,625 390,000 28,887 543,491 (128,000) 651,736 0 $5,381,862 $3,839,341 1,100,273 300,000 26,041 576,100 (120,000) 757,527 0 $6,479,282 0 0 0 0 0 0 0 0 0 $12,000 57,619 2,982,021 418,687 (13,068) (1,528) (2,797,516) (135,512) 8,500 165,524 $684,726 (42,533) (402,893) (43,315) (32,081) 8,498 293,297 140,845 8,014 29,624 ($40,543) (11,764) (110,116) (25,898) (19,176) 15,903 80,051 110,349 2,154 (19,741) $21,763 (154,814) (1,471,612) (61,101) (45,281) 70,855 1,073,078 258,953 29,492 77,634 ($222,795) 0 0 0 0 0 0 0 0 0 ($931,000) (151,493) 997,401 288,373 (109,606) 93,729 (1,351,088) 374,634 48,160 253,041 $443,151 (179,303) (1,704,932) (129,180) (95,711) 72,703 1,241,947 420,647 34,104 78,971 ($260,755) 0 0 0 0 0 0 0 0 0 ($24,000) $531,000 $768,000 Capital Expenditures Acquisitions, Net of Cash Acquired Purchases of Securities and Investments Proceeds from Divested Business / Sales of PP&E Proceeds from Sales of Securities and Investments Other Net Cash Used in Investing Activities (242,000) (3,000) (1,051,000) 0 408,000 (5,000) ($893,000) (357,000) (130,000) (328,000) 144,000 221,000 (131,000) ($581,000) Debt Issuance / (Repayment) Proceeds from / (Repurchase of) Common Stock Excess Tax Benefit from Stock Options Other Net Cash Provided by Financing Activities 0 (155,000) 54,000 (118,000) ($219,000) 0 (215,000) 14,000 (14,000) ($215,000) 2,426,000 87,000 27,000 (24,000) $2,516,000 0 (132,000) 35,000 (34,000) ($131,000) Effect of Exchange Rate Changes Inc. (Dec.) in Cash and Cash Equivalents 54,000 ($527,000) (98,000) ($126,000) 53,000 $3,293,000 90,000 ($514,000) Beginning Cash and Cash Equivalents Ending Cash and Cash Equivalents 4,691,000 $4,164,000 4,164,000 $4,038,000 $1,154,000 $1,386,000 (362,000) (296,000) (10,000) 0 (126,000) (1,658,000) 0 0 309,000 483,000 (241,000) (388,000) ($430,000) ($1,859,000) 4,038,000 $7,331,000 7,331,000 $6,817,000 Q1 13E $1,931,616 Q2 13E $1,256,985 Q3 13E $1,289,184 Q4 13E $1,347,227 F2012A F2013E F2014E $3,839,000 $5,825,013 $6,218,528 (266,249) 0 0 0 0 0 ($266,249) (399,609) 0 0 0 0 0 ($399,609) (421,266) 0 0 0 0 0 ($421,266) (456,227) 0 0 0 0 0 ($456,227) (1,257,000) (143,000) (3,163,000) 144,000 1,421,000 (765,000) ($3,763,000) (1,543,351) 0 0 0 0 0 ($1,543,351) (1,788,567) 0 0 0 0 0 ($1,788,567) 0 (112,335) 0 0 ($112,335) 0 (124,285) 0 0 ($124,285) 0 (109,145) 0 0 ($109,145) (400,000) (117,168) 0 0 ($517,168) 2,426,000 (415,000) 130,000 (190,000) $1,951,000 (400,000) (462,932) 0 0 ($862,932) 0 (467,007) 0 0 ($467,007) 0 $1,553,032 0 $733,091 0 $758,773 0 $373,832 99,000 $2,126,000 0 $3,418,729 0 $3,962,954 6,817,000 $8,370,032 8,370,032 $9,103,123 9,103,123 9,861,897 $9,861,897 $10,235,729 4,691,000 $6,817,000 6,817,000 $10,235,729 10,235,729 $14,198,683 Source: Company data, Jefferies estimates page 39 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 36: eBay - DCF Analysis ($MM) Revenue % Y/Y Growth 2012A $14,071 21% Q1 13E $3,750 14% 2013 Q2 13E Q3 13E $3,957 $4,012 16% 18% Q4 13E $4,769 19% 2014E $19,524 18% 2015E $23,310 19% 2016E $27,135 16% 2017E $30,813 14% 2018E $34,319 11% 2019E $37,615 10% 2020E $40,535 8% 2021E $42,944 6% 2022E $45,110 5% EBITDA % Margin % Y/Y Growth $4,599 33% 21 $1,254 33% 18 $1,321 33% 19 $1,257 31% 14 $1,618 34% 22 $6,713 34% 23 $8,209 35% 22 $9,859 36% 20 $11,545 37% 17 $13,292 39% 15 $15,060 40% 13 $16,816 41% 12 $18,392 43% 9 $19,901 44% 8 ($940) 20% ($262) 21% ($296) 22% ($281) 22% ($342) 21% ($1,488) 22% ($1,831) 22% ($2,203) 22% ($2,582) 22% ($2,971) 22% ($3,365) 22% ($3,754) 22% ($4,097) 22% ($4,423) 22% Capital Expenditures ($1,257) % Y/Y Growth 30% Change in Net Working Capital ($931) Tax Benefit from NOL Carryforwards 0 Acquisitions Not Yet Reflected on Balance Sheet-- ($266) 10% $685 0 0 ($400) 12% ($41) 0 0 ($421) 18% $22 0 0 ($456) 54% ($223) 0 0 ($1,789) 16% ($261) 0 0 ($2,089) 17% ($335) 0 0 ($2,377) 14% ($350) 0 0 ($2,638) 11% ($344) 0 0 ($2,869) 9% ($337) 0 0 ($3,070) 7% ($324) 0 0 ($3,227) 5% ($295) 0 0 ($3,333) 3% ($248) 0 0 ($3,411) 2% ($229) 0 0 $585 $552 $576 $528 $598 $532 $3,955 $2,959 $4,929 $3,283 $5,982 $3,548 $7,114 $3,758 Implied Taxes on Operations % Effective Tax Rate Unlevered Free Cash Flow $1,471 NPV at 12/31/12 Valuation Date and 12.3% WACC $1,411 $1,371 $3,176 $2,669 Perpetuity Growth Rate / Terminal Value at 12.3% WACC 3.0% 3.5% 4.0% 4.5% 5.0% $138,851 $147,452 $157,090 $167,964 $180,327 Median DCF Valuation at 12/31/12 Valuation Date NPV of Cash Flows and Terminal Value $81,463 Plus: Cash and Equivalents 7,933 Implied Equity Value $89,396 Implied Fully Diluted Shares Outstanding (MM) 1,353 Implied Equity Value per Share $66 $8,301 $3,904 $9,540 $3,994 $10,714 $3,994 $11,838 $3,930 Implied Terminal Value / Terminal EBITDA Multiple 7.0x 7.4x 7.9x 8.4x 9.1x $138,851 $147,452 $157,090 $167,964 $180,327 WACC 10% 11% 12% 13% 14% $71 66 62 58 55 Equity Value per Share $73 $76 $78 68 71 73 64 66 68 60 62 64 56 58 60 $82 76 71 66 62 Source: Company data, Jefferies estimates page 40 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 D. Google Model Exhibit 37: Google - Income Statement ($000s) F2012 Q1 12A Reported Gross Revenue (incl. TAC) $10,645,000 % Y/Y Growth 24% % Q/Q Growth 1 Cost of Revenue Traffic Acquisition Costs (TAC) % of Advertising Gross Revenue Net Revenue (excl. TAC) % Y/Y Growth % Q/Q Growth Consensus Additional Cost of Net Revenue Total Gross Profit % Margin Research and DDvelopment Sales and Marketing General and Administrative Total Stock Compensation Expense 3,715,000 2,510,000 24.5% $8,135,000 24% 0 1,205,000 $6,930,000 85.2% 1,142,000 1,172,000 671,000 556,000 F2013 Q2 12A Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E $12,214,000 35% 15 $14,101,000 45% 15 $14,419,000 36% 2 $14,657,380 38% 2 $14,902,794 22% 2 $15,499,933 10% 4 $16,970,802 18% 9 $51,379,000 36% -- $62,030,909 21% -- $72,348,984 17% -- 4,926,000 2,600,000 24.7% 6,443,000 2,770,000 25.5% 6,108,000 3,080,000 25.5% 6,051,272 3,208,564 26.1% 6,036,170 3,169,692 25.3% 6,161,219 3,268,120 25.0% 6,450,628 3,425,790 23.9% 20,928,405 10,960,000 25.1% 24,699,290 13,072,166 25.0% 27,092,635 15,086,994 24.6% $11,331,000 51% 18 - $11,339,000 39% 0 12,360 $11,433,816 41% 1 -- $11,718,102 22% 2 12,296 $12,216,813 8% 4 -- $13,530,012 19% 11 -- $40,419,000 39% -41,415 $48,898,743 21% --- $57,261,990 17% --- $9,614,000 39% 18 #DIV/0! 2,326,000 $7,288,000 75.8% 1,294,000 1,313,000 820,000 658,000 3,673,000 $7,658,000 67.6% 1,631,000 1,605,000 924,000 762,000 3,049,000 $8,290,000 73.1% 1,571,000 1,621,000 1,017,000 708,000 3,019,596 $8,414,220 73.6% 1,581,000 1,572,937 1,027,000 706,120 2,984,722 $8,733,380 74.5% 1,596,000 1,576,925 1,067,000 789,600 2,936,130 $9,280,683 76.0% 1,626,000 1,706,039 1,122,000 914,400 2,990,919 $10,539,094 77.9% 1,657,000 1,907,163 1,209,000 870,840 10,253,000 $30,166,000 74.6% 5,638,000 5,711,000 3,432,000 2,684,000 11,931,366 $36,967,377 75.6% 6,460,000 6,763,063 4,425,000 3,280,960 12,440,477 $44,821,513 78.3% 7,135,000 7,490,298 4,560,000 3,543,437 Adjusted Operating Income (excl. stock$3,945,000 comp.) % Margin 48% % Y/Y Growth 22 % Q/Q Growth (2) % Margin 42% $3,861,000 40% 16 (2) 33% $3,498,000 31% (4) (9) 24% $4,081,000 36% 1 17 30% $4,233,283 37% 7 4 31% $4,493,456 38% 16 6 32% $4,826,644 40% 38 7 32% $5,765,931 43% 41 19 36% $15,385,000 38% 8 -31% $19,319,314 40% 26 -33% $25,636,215 45% 33 -39% EBITDA % Margin % Y/Y Growth % Q/Q Growth $4,531,000 47% 20 2 $4,326,000 38% 5 (5) $5,034,000 44% 11 16 $5,231,136 46% 17 4 $5,525,079 47% 22 6 $5,899,888 48% 36 7 $6,955,915 51% 38 18 $18,347,000 45% 14 -- $23,612,018 48% 29 -- $29,457,436 51% 25 -- Net Interest (Income) and Other (Income) Adjusted Pre-Tax Profit / (Loss) % Effective Tax Rate Provision / (Benefit) for Income Taxes Tax Adjustments for Non-GAAP Items Minority Interest Operating Net Income / (Loss) % Margin % Y/Y Growth % Q/Q Growth Stock-Based Compensation Tax Effect of Non-GAAP Entries Reported GAAP Net Income / (Loss) % Margin % Y/Y Growth % Q/Q Growth $4,456,000 55% 23 (2) (156,000) $4,101,000 18.8% 655,000 118,000 0 $3,328,000 41% 26 6 556,000 (118,000) $2,890,000 36% 61 7 (254,000) $4,115,000 18.7% 672,000 97,000 0 $3,346,000 35% 17 1 658,000 (97,000) $2,785,000 29% 11 (4) (63,000) $3,561,000 15.5% 623,000 (71,000) 0 $3,009,000 27% (5) (10) 762,000 71,000 $2,176,000 19% (20) (22) 639,000 26,000 0 $3,568,000 31% 14 19 708,000 (26,000) $2,886,000 25% 7 33 (151,796) $4,385,080 15.7% 638,226 110,508 0 $3,636,345 32% 9 2 706,120 (110,508) $3,040,733 27% 5 5 (105,662) $4,599,118 15.7% 671,517 123,967 0 $3,803,633 32% 14 5 789,600 (123,967) $3,138,001 27% 13 3 (69,982) $4,896,625 15.7% 714,956 143,561 0 $4,038,108 33% 34 6 914,400 (143,561) $3,267,269 27% 50 4 (75,761) $5,841,693 15.7% 852,946 136,722 0 $4,852,025 36% 36 20 870,840 (136,722) $4,140,007 31% 43 27 (625,000) $16,010,000 17% 2,589,000 170,000 0 $13,251,000 33% 12 -2,684,000 (170,000) $10,737,000 27% 10 -- (403,201) $19,722,515 17% 2,877,645 514,758 0 $16,330,112 33% 23 -3,280,960 (514,758) $13,586,010 28% 27 -- (340,377) $25,976,593 22% 5,619,836 766,595 0 $19,590,161 34% 20 -3,543,437 (766,595) $16,813,320 29% 24 -- Weighted Avg. Diluted Shares Outstanding 330,136 330,793 334,977 336,012 337,596 339,248 340,934 333,314 338,448 345,932 Operating EPS % Y/Y Growth % Q/Q Growth $10.08 25% 6 $10.12 16% 0 $9.03 (7%) (11) $10.65 12% 18 $10.82 7% 2 $11.27 11% 4 $11.90 32% 6 $14.23 34% 20 $39.76 11% -- $48.25 21% -- $56.63 17% -- $8.75 59% 6 $8.42 10% (4) $6.53 (22%) (22) $8.62 5% 32 $9.05 3% 5 $9.30 10% 3 $9.63 48% 4 $12.14 41% 26 $32.21 9% -- $40.14 25% -- $48.60 21% -- Reported GAAP EPS % Y/Y Growth % Q/Q Growth 333,314 (152,000) $4,233,000 15.7% Source: Company data, Jefferies estimates page 41 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 38: Google - Revenue Build ($000s) F2012 Q1 12A Q2 12A F2013 Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A F2013E F2014E Gross Revenue (including TAC) Google Revenue (Advertising & Other) % Y/Y Growth % Q/Q Growth $10,645,000 $12,214,000 $14,101,000 24% 35% 45% 1 15 15 $14,419,000 36% 2 $13,188,800 24% (9) $13,448,900 10% 2 $14,031,500 0% 4 $15,473,000 7% 10 $46,040,000 21% -- $56,142,200 22% -- $66,048,065 18% -- Advertising % Y/Y Growth % Q/Q Growth % of Total Gross Revenue $10,225,000 $10,525,000 $10,860,000 23% 21% 16% 1% 3% 3% 96% 86% 77% $12,076,000 19% 11% 84% $12,300,400 20% 2% 93% $12,510,000 19% 2% 93% $13,047,400 20% 4% 93% $14,359,600 19% 10% 93% $43,686,000 20% -95% $52,217,400 20% -93% $61,328,300 17% -93% Search Revenue % Y/Y Growth Display Revenue (Youtube + ASC + AdMob) % Y/Y Growth 8,850,000 17% 1,375,000 81% 9,000,000 15% 1,525,000 77% 8,910,000 7% 1,950,000 95% 9,704,000 8% 2,372,000 98% 9,770,400 10% 2,530,000 84% 9,900,000 10% 2,610,000 71% 10,157,400 14% 2,890,000 48% 11,159,600 15% 3,200,000 35% $36,464,000 11% $7,222,000 89% $40,987,400 12% $11,230,000 55% Google Web Sites 7,312,000 24% 69% 7,542,000 21% 62% 7,727,000 15% 55% 8,640,000 18% 60% 8,701,280 19% 66% 9,050,400 20% 67% 9,426,940 22% 67% 10,627,200 23% 69% $31,221,000 19% 68% $37,805,820 21% 67% 6,912,000 20% 7,042,000 17% 6,977,000 8% 7,740,000 11% 7,651,280 11% 7,950,400 13% 8,276,940 19% 9,427,200 22% $28,671,000 14% $33,305,820 16% % Y/Y Growth 400,000 186% 500,000 133% 750,000 200% 900,000 200% 1,050,000 163% 1,100,000 120% 1,150,000 53% 1,200,000 33% $2,550,000 182% $4,500,000 76% Mobile O&O % of Google Websites Revenue 511,840 7% 678,780 9% 849,970 11% 1,123,200 13% 1,218,179 14% 1,357,560 15% 1,508,310 16% 1,806,624 17% $3,163,790 11% $5,890,674 18% 2,913,000 20% 27% 2,983,000 20% 24% 3,133,000 21% 22% 3,436,000 19% 24% 3,599,120 24% 27% 3,459,600 16% 26% 3,620,460 16% 26% 3,732,400 9% 24% $12,465,000 20% 27% $14,411,580 16% 26% 1,938,000 7% 1,958,000 6% 1,933,000 5% 1,964,000 -1% 2,119,120 9% 1,949,600 0% 1,880,460 -3% 1,732,400 -12% $7,793,000 4% $7,681,580 -1% 700,000 49% 700,000 49% 700,000 27% 722,000 11% 725,000 4% 750,000 7% 840,000 20% 900,000 25% $2,822,000 32% $3,215,000 14% % Y/Y Growth % of Total Gross Revenue Google.com % Y/Y Growth YouTube Google Network % Y/Y Growth % of Total Gross Revenue AdSense Search % Y/Y Growth AdSense Display (PC) % Y/Y Growth AdMob % Y/Y Growth Licensing & Other % Y/Y Growth % Q/Q Growth % of Total Gross Revenue Licensing excluding DCLK % Y/Y Growth % Q/Q Growth DoubleClick (Ad Server License Only) % Y/Y Growth % Q/Q Growth Nexus One/Google Phones/ITA % Y/Y Growth % Q/Q Growth Google Play % Y/Y Growth % Q/Q Growth % Y/Y Growth % Q/Q Growth $16,717,433 16% 25% 275,000 83% 325,000 86% 500,000 150% 750,000 200% 755,000 175% 760,000 134% 900,000 80% 1,100,000 47% $1,850,000 139% $3,515,000 90% $420,000 56% 2% 4% $439,000 42% 5% 4% $666,000 73% 52% 5% $829,000 102% 24% 6% $888,400 112% 7% 7% $938,900 114% 6% 7% $984,100 48% 5% 7% $1,113,400 34% 13% 7% $2,354,000 71% -5% $3,924,800 67% -7% $4,719,765 20% -7% $180,000 82% 6% $199,000 66% 11% $181,000 25% -9% $194,000 14% 7% $203,400 13% 5% $218,900 10% 8% $199,100 10% -9% $213,400 10% 7% $754,000 41% -- $834,800 11% -- $893,236 7% -- $160,000 -6% 0% $160,000 -6% 0% $160,000 0% 0% $160,000 0% 0% $160,000 0% 0% $160,000 0% 0% $160,000 0% 0% $160,000 0% 0% $640,000 -3% -- $640,000 0% -- $665,600 4% -- $80,000 $80,000 300% 0% $225,000 181% 181% $350,000 338% 56% $375,000 369% 7% $400,000 400% 7% $450,000 100% 13% $550,000 57% 22% $735,000 308% -- $1,775,000 141% -- $2,283,429 29% -- $100,000 $125,000 $150,000 $160,000 $175,000 75% 9% $190,000 52% 9% $225,000 --- $675,000 200% -- $877,500 30% -- --- $5,888,709 10% -- $6,300,919 7% -- -0% $0 $0 -- -- -- -25% Add: Hedging Revenue (Forecast periods) Motorola Revenue (Hardware & Other) 44,610,868 18% 68% -20% ($15,000) $1,250,000 $2,575,000 -- $1,514,000 -- $1,468,580 -- --3% -7% ($15,000) $1,453,894 --1% ($15,000) $1,468,433 -1% ($15,000) $1,497,802 -2% $5,339,000 Source: Company data, Jefferies estimates page 42 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 39: Google - Balance Sheet ($000s) F2012 Q1 12A F2013 Q2 12A Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2013E F2014E Cash & Cash Equivalents Short-Term Marketable Securities Accounts Receivable Current Deferred Taxes Other Current Assets Current Assets $23,108,000 26,208,000 5,713,000 51,000 1,779,000 $56,859,000 $15,437,000 27,685,000 7,341,000 146,000 3,248,000 $53,857,000 $16,260,000 29,464,000 7,809,000 230,000 3,058,000 $56,821,000 $14,778,000 33,310,000 8,585,000 1,144,000 2,637,000 $60,454,000 $17,476,253 33,310,000 8,726,930 1,183,347 2,594,332 $63,290,863 $20,962,813 33,310,000 8,873,049 1,239,267 2,605,496 $66,990,624 $24,387,745 33,310,000 9,228,582 1,317,474 2,710,348 $70,954,149 $30,210,584 33,310,000 10,104,330 1,569,415 2,875,900 $78,070,228 $14,778,000 33,310,000 8,585,000 1,144,000 2,637,000 $60,454,000 F2012A $30,210,584 33,310,000 10,104,330 1,569,415 2,875,900 $78,070,228 $47,320,364 33,310,000 11,785,060 2,054,093 3,040,072 $97,509,589 Property and Equipment Long-Term Equity and Other Investments Goodwill Other Intangibles Long-Term Deferred Taxes Prepaid Revenue Share, Expenses and Other Assets Total Assets 9,875,000 880,000 7,325,000 1,541,000 0 664,000 $77,144,000 10,909,000 1,040,000 10,120,000 7,862,000 0 2,263,000 $86,051,000 11,401,000 1,063,000 10,485,000 7,754,000 0 2,206,000 $89,730,000 11,854,000 1,469,000 10,537,000 7,473,000 0 2,011,000 $93,798,000 12,207,163 1,469,000 10,537,000 7,148,000 0 2,094,942 $96,746,968 12,543,736 1,469,000 10,537,000 6,823,000 0 2,069,562 $100,432,922 12,905,487 1,469,000 10,537,000 6,473,000 0 2,133,828 $104,472,463 13,253,459 1,469,000 10,537,000 6,123,001 0 2,236,774 $111,689,462 11,854,000 1,469,000 10,537,000 7,473,000 0 2,011,000 $93,798,000 13,253,459 1,469,000 10,537,000 6,123,001 0 2,236,774 $111,689,462 15,171,668 1,469,000 10,537,000 5,448,001 0 2,558,900 $132,694,157 Accounts Payable Accrued Compensation & Benefits Accrued Expenses & Other Liabilities Accrued Revenue Share Deferred Revenue Current Income Taxes Short-Term Debt & Capital Lease Obligations Total Current Liabilities $760,000 1,017,000 1,248,000 1,164,000 594,000 239,000 4,720,000 $9,742,000 $2,419,000 1,626,000 2,750,000 1,175,000 767,000 157,000 5,134,000 $14,028,000 $2,233,000 1,926,000 3,313,000 1,108,000 905,000 45,000 4,904,000 $14,434,000 $2,012,000 2,239,000 3,258,000 1,471,000 895,000 240,000 4,222,000 $14,337,000 $2,045,275 2,224,072 3,282,976 1,323,519 709,707 165,629 4,222,000 $13,973,177 $2,014,255 2,255,450 3,305,616 1,433,017 727,353 231,531 4,222,000 $14,189,223 $2,069,210 2,369,350 3,484,985 1,445,018 758,308 219,896 4,222,000 $14,568,766 $2,159,482 2,539,109 3,728,014 1,607,007 839,820 270,769 4,222,000 $15,366,201 2,012,000 2,239,000 3,258,000 1,471,000 895,000 240,000 4,222,000 $14,337,000 2,159,482 2,539,109 3,728,014 1,607,007 839,820 270,769 4,222,000 $15,366,201 $2,486,673 2,750,686 4,140,765 1,910,488 889,779 532,642 4,222,000 $16,933,032 Long-Term Debt & Capital Lease Obligations Long-Term Deferred Revenue Deferred Income Taxes Other Long-Term Liabilities Total Liabilities 2,987,000 42,000 2,171,000 490,000 $15,432,000 2,987,000 97,000 3,407,000 811,000 $21,330,000 2,988,000 100,000 3,495,000 685,000 $21,702,000 2,988,000 100,000 3,918,000 740,000 $22,083,000 2,988,000 79,297 3,918,000 735,066 $21,693,540 2,988,000 81,268 3,918,000 745,437 $21,921,928 2,988,000 84,727 3,918,000 783,081 $22,342,575 2,988,000 93,835 3,918,000 839,188 $23,205,223 2,988,000 100,000 3,918,000 740,000 $22,083,000 2,988,000 93,835 3,918,000 839,188 $23,205,223 2,988,000 201,145 3,918,000 936,391 $24,976,568 Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Treasury Stock Accumulated Other Comprehensive Income Shareholders' Equity 20,795,000 40,495,000 0 422,000 $61,712,000 21,357,000 43,280,000 0 84,000 $64,721,000 22,204,000 45,456,000 0 368,000 $68,028,000 22,835,000 48,342,000 0 538,000 $71,715,000 23,132,696 51,382,733 0 538,000 $75,053,429 23,452,260 54,520,734 0 538,000 $78,510,994 23,803,886 57,788,003 0 538,000 $82,129,889 26,018,228 61,928,011 0 538,000 $88,484,239 22,835,000 48,342,000 0 538,000 $71,715,000 26,018,228 61,928,011 0 538,000 $88,484,239 28,438,258 78,741,331 0 538,000 $107,717,589 Liabilities & Shareholders' Equity $77,144,000 $86,051,000 $89,730,000 $93,798,000 $96,746,968 $100,432,922 $104,472,463 $111,689,462 $93,798,000 $111,689,462 $132,694,157 Source: Company data, Jefferies estimates Exhibit 40: Google - Cash Flow Statement ($000s) F2012 Q1 12A Net Income Depreciation Amortization of Intangibles and Warrants In-process research and development Tax Benefit from Stock Options Stock-Based Compensation Deferred Taxes Other / Charges Funds From Operations (Inc.) Dec. in Accounts Receivable (Inc.) Dec. in Income Taxes (Inc.) Dec. in Prepaid Revenue and Other Inc. (Dec.) in Accounts Payable Inc. (Dec.) in Accrued Expenses and Other Liabilities Inc. (Dec.) in Accrued Revenue Inc. (Dec.) in Deferred Revenue Change in Net Working Capital Q2 12A F2013 Q3 12A Q4 12A Q1 13E Q2 13E Q3 13E Q4 13E F2012A $3,040,733 672,853 325,000 0 0 706,120 0 0 $4,744,706 $3,138,001 706,623 325,000 0 0 789,600 0 0 $4,959,224 $3,267,269 723,244 350,000 0 0 914,400 0 0 $5,254,913 $4,140,007 839,984 350,000 0 0 870,840 0 0 $6,200,831 $10,737,000 1,988,000 974,000 0 (188,000) 2,692,000 (266,000) (216,000) $15,721,000 $2,890,000 378,000 133,000 0 (28,000) 556,000 354,000 (68,000) $4,215,000 $2,785,000 473,000 197,000 0 (27,000) 658,000 (163,000) (176,000) $3,747,000 $2,176,000 507,000 321,000 0 (58,000) 762,000 (168,000) 32,000 $3,572,000 $2,886,000 630,000 323,000 0 (75,000) 716,000 (289,000) (4,000) $4,187,000 301,000 143,000 (308,000) 169,000 (855,000) (11,000) 40,000 ($521,000) (222,000) 1,026,000 (710,000) (249,000) 612,000 34,000 14,000 $505,000 (307,000) 167,000 (9,000) (194,000) 727,000 (80,000) 128,000 $432,000 (559,000) 156,000 495,000 (225,000) 278,000 356,000 (19,000) $482,000 (141,930) (39,347) (41,275) 33,275 (69,258) (147,481) (205,996) ($612,012) (146,118) (55,920) 14,217 (31,020) 130,292 109,499 19,618 $40,567 (355,534) (78,207) (169,118) 54,955 319,277 12,000 34,414 ($182,212) (875,748) (251,941) (268,498) 90,273 519,767 161,990 90,619 ($533,538) (787,000) 1,492,000 (532,000) (499,000) 762,000 299,000 163,000 $898,000 F2013E $13,586,010 2,942,704 1,350,000 0 0 3,280,960 0 0 $21,159,674 (1,519,330) (425,415) (464,674) 147,482 900,079 136,007 (61,346) ($1,287,195) F2014E $16,813,320 3,146,220 675,000 0 0 3,543,437 0 0 $24,177,977 (1,680,730) (484,678) (486,298) 327,191 983,405 303,480 157,269 ($880,361) Cash Flow from Operations $3,694,000 $4,252,000 $4,004,000 $4,669,000 $4,132,694 $4,999,791 $5,072,701 $5,667,293 $16,619,000 $19,872,480 $23,297,615 Capital Expenditures Acquisitions, Net of Cash Acquired Purchases of Securities and Investments Proceeds from Sales of Securities and Investments Other Net Cash Used in Investing Activities (607,000) (92,000) (8,791,000) 17,396,000 245,000 $8,151,000 (774,000) (9,854,000) (6,854,000) 5,456,000 (360,000) ($12,386,000) (872,000) (525,000) (8,704,000) 7,143,000 (349,000) ($3,307,000) (1,020,000) (97,000) (9,164,000) 5,380,000 (613,000) ($5,514,000) (1,026,017) 0 0 0 0 ($1,026,017) (1,043,196) 0 0 0 0 ($1,043,196) (1,084,995) 0 0 0 0 ($1,084,995) (1,187,956) 0 0 0 0 ($1,187,956) (3,273,000) (10,568,000) (33,513,000) 35,375,000 (1,077,000) ($13,056,000) (4,342,164) 0 0 0 0 ($4,342,164) (5,064,429) 0 0 0 0 ($5,064,429) Debt Issuance / (Repayment) Proceeds from / (Repurchase of) Common Stock Excess Tax Benefit from Stock Options Net Cash Provided by Financing Activities 1,249,000 (47,000) 28,000 $1,230,000 749,000 (137,000) 27,000 $639,000 (1,000) (5,000) 58,000 $52,000 (669,000) (98,000) 75,000 ($692,000) 0 (408,547) 123 ($408,424) 0 (470,159) 123 ($470,036) 0 (562,895) 120 ($562,774) 0 1,342,513 989 $1,343,502 1,328,000 (287,000) 188,000 $1,229,000 0 (99,088) 1,356 ($97,732) 0 (1,123,406) 0 ($1,123,406) Effect of Exchange Rate Changes Inc. (Dec.) in Cash and Cash Equivalents 50,000 $13,125,000 (176,000) ($7,671,000) Beginning Cash and Cash Equivalents Ending Cash and Cash Equivalents 9,983,000 $23,108,000 23,108,000 $15,437,000 74,000 $823,000 55,000 ($1,482,000) 0 $2,698,253 0 $3,486,560 0 $3,424,931 0 $5,822,839 3,000 $4,795,000 0 $15,432,584 0 $17,109,780 15,437,000 $16,260,000 16,260,000 $14,778,000 14,778,000 $17,476,253 17,476,253 $20,962,813 20,962,813 $24,387,745 24,387,745 $30,210,584 9,983,000 $14,778,000 14,778,000 $30,210,584 30,210,584 $47,320,364 Source: Company data, Jefferies estimates page 43 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Exhibit 41: Google - DCF Analysis ($MM) 2013 2012A Q1 13E Q2 13E Q3 13E Q4 13E Revenue $40,419 % Y/Y Growth 39% EBITDA $18,347 % Margin 45% % Y/Y Growth 14 Implied Taxes on Operations ($3,162) % Effective Tax Rate 17% Capital Expenditures ($3,273) % Y/Y Growth (5%) Change in Net Working Capital $898 Tax Benefit from NOL Carryforwards 0 Acquisitions Not Reflected on Balance Sheet / Shares-- $11,434 41% $5,231 46% 17 ($821) 16% ($1,026) 69% ($612) 0 0 $11,718 22% $5,525 47% 22 ($867) 16% ($1,043) 35% $41 0 0 $12,217 8% $5,900 48% 36 ($926) 16% ($1,085) 24% ($182) 0 0 $13,530 19% $6,956 51% 38 ($1,092) 16% ($1,188) 16% ($534) 22 0 Unlevered Free Cash Flow $12,810 NPV at 12/31/12 Valuation Date and 11.2% WACC $2,772 $2,700 $3,655 $3,468 $3,706 $3,424 $4,164 $3,746 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E $57,262 17% $29,457 51% 25 ($6,373) 22% ($5,064) 17% ($880) 0 0 $64,473 13% $34,468 53% 17 ($7,238) 21% ($5,696) 12% ($534) 0 0 $70,466 9% $38,439 55% 12 ($8,072) 21% ($6,233) 9% ($158) 0 0 $75,523 7% $41,559 55% 8 ($8,727) 21% ($6,671) 7% ($61) 0 0 $79,668 5% $43,852 55% 6 ($9,209) 21% ($7,022) 5% $307 0 0 $83,451 5% $45,797 55% 4 ($9,617) 21% ($7,360) 5% $352 0 0 $87,342 5% $47,798 55% 4 ($10,038) 21% ($7,696) 5% $446 0 0 $90,752 4% $49,374 54% 3 ($10,369) 21% ($7,998) 4% $544 0 0 $94,296 4% $51,056 54% 3 ($10,722) 21% ($8,312) 4% $580 0 0 $17,140 $14,621 $21,000 $16,113 Perpetuity Growth Rate / Terminal Value at 11.2% WACC 2.0% 2.5% 3.0% 3.5% 4.0% $378,962 $402,766 $429,481 $459,677 $494,080 Median DCF Valuation at 12/31/12 Valuation Date NPV of Cash Flows and Terminal Value 286,662 Plus: Net Cash 46,569 Implied Equity Value $333,231 Implied Fully Diluted Shares Outstanding (MM) 333 Implied Equity Value per Share $1,000 $23,976 $16,543 $26,100 $16,198 $27,927 $15,590 $29,172 $14,648 $30,510 $13,775 $31,551 $12,813 $32,602 $11,909 Implied Terminal Value / Terminal EBITDA Multiple 7.4x 7.9x 8.4x 9.0x 9.7x $378,962 $402,766 $429,481 $459,677 $494,080 WACC 9% 10% 11% 12% 13% $1,069 1,007 950 899 851 Equity Value per Share $1,097 $1,129 $1,165 1,033 1,062 1,094 974 1,000 1,030 920 944 971 871 892 917 $1,206 1,131 1,063 1,001 945 Source: Company data, Jefferies estimates page 44 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Analyst Certification I, Jefferies US Internet Team, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. I, Brian Pitz, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. I, Brian Fitzgerald, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. I, Timothy O'Shea, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. I, Sachin Khattar, CFA, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. I, Stan Velikov, CFA, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security(ies) and subject company(ies). I also certify that no part of my compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views expressed in this research report. As is the case with all Jefferies employees, the analyst(s) responsible for the coverage of the financial instruments discussed in this report receives compensation based in part on the overall performance of the firm, including investment banking income. We seek to update our research as appropriate, but various regulations may prevent us from doing so. Aside from certain industry reports published on a periodic basis, the large majority of reports are published at irregular intervals as appropriate in the analyst's judgement. Company Specific Disclosures Meanings of Jefferies Ratings Buy - Describes stocks that we expect to provide a total return (price appreciation plus yield) of 15% or more within a 12-month period. Hold - Describes stocks that we expect to provide a total return (price appreciation plus yield) of plus 15% or minus 10% within a 12-month period. Underperform - Describes stocks that we expect to provide a total negative return (price appreciation plus yield) of 10% or more within a 12-month period. The expected total return (price appreciation plus yield) for Buy rated stocks with an average stock price consistently below $10 is 20% or more within a 12-month period as these companies are typically more volatile than the overall stock market. For Hold rated stocks with an average stock price consistently below $10, the expected total return (price appreciation plus yield) is plus or minus 20% within a 12-month period. For Underperform rated stocks with an average stock price consistently below $10, the expected total return (price appreciation plus yield) is minus 20% within a 12month period. NR - The investment rating and price target have been temporarily suspended. Such suspensions are in compliance with applicable regulations and/ or Jefferies policies. CS - Coverage Suspended. Jefferies has suspended coverage of this company. NC - Not covered. Jefferies does not cover this company. Restricted - Describes issuers where, in conjunction with Jefferies engagement in certain transactions, company policy or applicable securities regulations prohibit certain types of communications, including investment recommendations. Monitor - Describes stocks whose company fundamentals and financials are being monitored, and for which no financial projections or opinions on the investment merits of the company are provided. Valuation Methodology Jefferies' methodology for assigning ratings may include the following: market capitalization, maturity, growth/value, volatility and expected total return over the next 12 months. The price targets are based on several methodologies, which may include, but are not restricted to, analyses of market risk, growth rate, revenue stream, discounted cash flow (DCF), EBITDA, EPS, cash flow (CF), free cash flow (FCF), EV/EBITDA, P/E, PE/growth, P/CF, P/FCF, premium (discount)/average group EV/EBITDA, premium (discount)/average group P/E, sum of the parts, net asset value, dividend returns, and return on equity (ROE) over the next 12 months. Conviction List Methodology 1. The aim of the conviction list is to publicise the best individual stock ideas from Jefferies Global Research 2. Only stocks with a Buy rating are allowed to be included in the recommended list. 3. Stocks are screened for minimum market capitalisation and adequate daily turnover. Furthermore, a valuation, correlation and style screen is used to ensure a well-diversified portfolio. 4. Stocks are sorted to a maximum of 30 stocks with the maximum country exposure at around 50%. Limits are also imposed on a sector basis. 5. Once a month, analysts are invited to recommend their best ideas. Analysts’ stock selection can be based on one or more of the following: non-Consensus investment view, difference in earnings relative to Consensus, valuation methodology, target upside/downside % relative page 45 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 to the current stock price. These are then assessed against existing holdings to ensure consistency. Stocks that have either reached their target price, been downgraded over the course of the month or where a more suitable candidate has been found are removed. 6. All stocks are inserted at the last closing price and removed at the last closing price. There are no changes to the conviction list during the month. 7. Performance is calculated in US dollars on an equally weighted basis and is compared to MSCI World AC US$. 8. The conviction list is published once a month whilst global equity markets are closed. 9. Transaction fees are not included. 10. All corporate actions are taken into account. Risk which may impede the achievement of our Price Target This report was prepared for general circulation and does not provide investment recommendations specific to individual investors. As such, the financial instruments discussed in this report may not be suitable for all investors and investors must make their own investment decisions based upon their specific investment objectives and financial situation utilizing their own financial advisors as they deem necessary. Past performance of the financial instruments recommended in this report should not be taken as an indication or guarantee of future results. The price, value of, and income from, any of the financial instruments mentioned in this report can rise as well as fall and may be affected by changes in economic, financial and political factors. If a financial instrument is denominated in a currency other than the investor's home currency, a change in exchange rates may adversely affect the price of, value of, or income derived from the financial instrument described in this report. In addition, investors in securities such as ADRs, whose values are affected by the currency of the underlying security, effectively assume currency risk. Other Companies Mentioned in This Report • Amazon.com, Inc (AMZN: $261.14, BUY) • eBay, Inc. (EBAY: $56.07, BUY) • Google, Inc. (GOOG: $777.65, BUY) • Wal-Mart Stores, Inc. (WMT: $78.12, BUY) page 46 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 page 47 of 49 Please see important disclosure information on pages 45 - 49 of this report. Jefferies US Internet Team, Jefferies Equity Research, pitz-fitz@jefferies.com Technology Internet April 10, 2013 Distribution of Ratings IB Serv./Past 12 Mos. Rating BUY HOLD UNDERPERFORM Count Percent Count Percent 757 721 134 46.96% 44.73% 8.31% 128 87 2 16.91% 12.07% 1.49% Other Important Disclosures Jefferies Equity Research refers to research reports produced by analysts employed by one of the following Jefferies Group LLC (“Jefferies”) group companies: United States: Jefferies LLC which is an SEC registered firm and a member of FINRA. United Kingdom: Jefferies International Limited, which is authorized and regulated by the Financial Conduct Authority; registered in England and Wales No. 1978621; registered office: Vintners Place, 68 Upper Thames Street, London EC4V 3BJ; telephone +44 (0)20 7029 8000; facsimile +44 (0)20 7029 8010. 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