Investment bank equity research 1Q 2017 internet sector earnings preview

Internet/e-Commerce 1Q Internet Sector Preview Earnings Preview Equity | 06 April 2017 Unauthorized redistribution of this report is prohibited. This report is intended for amanda.ens@baml.com 1Q Preview; Expectations building on a strong 2H Our early sector preview highlights our estimates vs. Street, early 1Q data points, and some opportunities for 1Q results for 30 stocks in our coverage group (more detailed company previews to follow). For large-caps, Street 2017 EPS estimates are down 8% YTD while the average stock price is up 9% YTD; suggesting macro and 2H optimism is driving stocks, which could continue throughout earnings season. 1Q was not without potential pressures, including ramping competition in several sectors and delayed tax refunds. A key theme for the group, in our view, is advertising & listing ranking revenue initiatives at eCommerce sites (AMZN, EBAY, EXPE), and we are constructive on all three stocks. Per our Internet sentiment ranking screen (page 7), FB, WIX, TREE have best sentiment while TWTR and TRIP have weakest. A few early checks positive, mixed eCommerce data Our early ad checks suggest robust overall demand, aided by somewhat easy comps vs 1Q’16, with Instagram momentum a standout. eCommerce is more mixed, with some concerns on consumer spending due to delayed tax refunds, but optimism that spending will rebound in March/April. In travel, there are modest concerns on pressure on US inbound travel, a bigger negative for Expedia than Priceline. FX spot rates for both the Euro and the Pound have depreciated 1% vs. the US$ since end of Jan. Many key upcoming events for stocks in 2Q Top events in 2Q include Facebook’s F8 developer conference on April 18-19, Google’s Marketing Next keynote on 5/23, an AWS event in San Francisco on April 18-19, expected closing Verizon’s acquisition of Yahoo, Netflix’s release of several key franchise including House of Cards, Orange is the New Black, Sense8, Glow, and Unbreakable Kimmy Schmidt, consumer wide release of Pandora Premium, Expedia’s new HomeAway disclosures and, possibly, Amazon’s new revenue disclosures. We expect meet/beat EPS for several companies We are above the Street on 2017 EPS for 16 of the 25 stocks discussed within and, of those, we are most confident in Facebook & Priceline for 1Q upside potential. We expect Facebook to benefit from robust traffic, Instagram momentum, and greater adoption of audience targeting tools. We also think Priceline can beat 1Q given strong booking trends into the quarter and a modest recovery in European travel. We are below the Street on 2017 EPS for AMZN, TRIP, and YHOO. Expedia is a top eComm/travel idea for 2Q/3Q on potential for accelerating room nights, HomeAway optimism, and less uncertainty on near-term estimates. GOOG, AMZN & ZG interesting 1Q sentiment stocks For large cap’s, we believe GOOGL has had high recent interest given controversy around Youtube ad placements. We are not sure if Google will provide clarity on the issue on their call, but we do expect advertisers to return by 3Q and any overhang to be resolved. For Amazon, the company had new revenue disclosures in its 10-K filing, and there is growing optimism on advertising being a positive bottom-line driver. In SMID Internet, Zillow has more controversy going into 1Q as investors are once more concerned about potential regulation by the CFPB limiting the ability of agents and mortgage brokers to co-market on the platform. We remain positive on the stock due to its dominant position in online real estate and our belief that the high ROI of the ad unit (our survey suggested >6x return) will ensure that agents buy Zillow placements regardless of mortgage broker incentives. Additionally, we see earnings upside potential. BofA Merrill Lynch does and seeks to do business with issuers covered in its research reports. As a result, investors should be aware that the firm 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. Refer to important disclosures on page 62 to 64. Analyst Certification on page 59. Price Objective Basis/Risk on page 53. 11729935 Timestamp: 06 April 2017 04:12AM EDT Americas Internet/e-Commerce Justin Post Research Analyst MLPF&S +1 415 676 3547 justin.post@baml.com Nat Schindler Research Analyst MLPF&S +1 415 676 3574 nathaniel.schindler@baml.com Ryan Goodman, CFA Research Analyst MLPF&S +1 415 676 3560 ryan.c.goodman@baml.com Jason Mitchell Research Analyst MLPF&S +1 415 676 3534 jason.s.mitchell@baml.com Akshay Bhatia Research Analyst MLPF&S +1 415 676 3548 akshay.bhatia@baml.com Table 1: Key 1Q metrics for Large Cap Internet (>$5bn Market Cap) Company Ticker Key 1Q Metric BofAML Estimate Alphabet GOOGL Website revenue (ex-FX) growth vs 22.3% in 4Q 21.6% Amazon AMZN AWS revenue growth vs. 47% in 4Q 43% y/y eBay EBAY US GMV growth trends 3.5% y/y Expedia EXPE Room night growth vs. 15% in 4Q 16% Facebook FB Ad revenue growth (ex-FX) vs. 54% reported in 4Q 52% Netflix NFLX 1Q Intl sub guidance 3.9mn Priceline PCLN 1Q room night growth vs. 31% in $Q 26% y/y Snap SNAP Global DAU’s vs. 158mn in 4Q 166mn TripAdvisor TRIP Update on ad spend targets, 2017 guidance 18% S&M y/y growth Twitter TWTR MAUs and y/y trend vs 319mn (+4% y/y) in 4Q 322mn MAUs (+4% y/y) Yahoo YHOO Any update on acquisition timing and ongoing breach investigations N/A Zillow ZG Mortgage Revenue $18.1mn Source: BofA Merrill Lynch Global Research estimates Table 2: Key 1Q metrics for Small Cap Internet (<$5bn Market Cap) Company Ticker Key 1Q Metric BofAML Estimate BankRate RATE 1Q revenue $117mn Quotient QUOT 1Q transactions 731mn Care.com CRCM US paying families 266,607 (4% y/y) Fitbit FIT 1Q unit sales and gross margin 3mn/39% GoPro GPRO 1Q unit sales and gross margin 800K/35% GrubHub GRUB Gross food sales growth 26% Match.com MTCH Paid Member Growth 17% OnDeck Capital ONDK 1Q origination growth and marketplace take rate 12% / 3% Pandora P Ad revenue per listening hour growth 10% LendingTree TREE Variable marketing margin growth 29% y/y Trivago TRVG Qualified referral growth 56% y/y Wayfair W 2Q revenue growth guidance 25% y/y Wix WIX Premium subscribers growth 36% Yelp YELP 1Q Local advertising account adds 4k (17% y/y) Zynga ZNGA Online Games DAUs 17.9 Source: BofA Merrill Lynch Global Research estimates 2 Internet/e-Commerce | 06 April 2017 1Q Internet Summary Previews We are publishing updates on 1Q industry data points and write ups on our early outlook and top 1Q earnings focus items for select stocks in our Internet coverage group (more detailed previews with various channel checks for large cap stocks to follow.) Our commentary is designed to highlight 1Q data points, stock trading opportunities and potential issues for 1Q results, and our estimates vs. consensus. For 1Q EPS estimates, we are above the street for well over 50% of our companies under coverage, and only below on QUOT, P, RATE, and TRIP. For large caps, we have highest confidence in EPS upside for Facebook and Priceline. Table 3: 1Q17 BofAML Estimates vs. The Street Large Cap Stocks (>$5bn Market Cap) Ticker 1Q17 Metric BofA ML Street Small Cap Stocks (<$5bn Market Cap) BofA ML vs. Street Ticker 1Q17 Metric BofA ML Street BofA ML vs. Street AMZN Revenue $35,335 $35,255 RATE Revenue $117 $116 EPS $2.34 $2.28 Ahead EPS $0.14 $0.15 Below EBAY Revenue $2,210 $2,206 CRCM Revenue $43 $43 EPS $0.49 $0.48 Ahead EPS $0.04 $0.02 Ahead EXPE Revenue $2,134 $2,140 FIT Revenue $282 $278 EPS $0.07 $0.06 Ahead EPS ($0.19) ($0.19) In-line FB Revenue $7,905 $7,798 GRUB Revenue $153 $153 EPS $1.14 $1.11 Ahead EPS $0.25 $0.24 Ahead GOOGL Revenue $20,219 $19,891 GPRO Revenue $205 $207 EPS $9.53 $9.45 Ahead EPS ($0.39) ($0.44) Ahead NFLX Revenue $2,710 $2,644 TREE Revenue $127 $125 EPS $0.45 $0.45 In-line EPS $0.93 $0.91 Ahead PCLN Revenue $2,415 $2,441 MTCH Revenue $293 $308 EPS $9.08 $8.75 Ahead EPS $0.14 $0.13 Ahead SNAP Revenue $163 $158 QUOT Revenue $72 $72 EPS ($0.18) ($0.21) Ahead EPS $0.01 $0.03 Below TRIP Revenue $379 $377 P Revenue $319 $318 EPS $0.23 $0.27 Below EPS ($0.49) ($0.35) Below TWTR Revenue $535 $510 TRVG Revenue €241 €241 EPS $0.03 $0.01 Ahead EPS €0.02 €0.02 In-line YHOO Revenue $821 $815 WIX Revenue $91 $90 EPS $0.14 $0.14 In-line EPS ($0.05) ($0.13) Ahead ZG Revenue $239 $236 W Revenue $944 $933 EPS $0.06 $0.05 Ahead EPS ($0.49) ($0.60) Ahead YELP Revenue $201 $198 EPS $0.18 $0.16 Ahead Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Internet/e-Commerce | 06 April 2017 3 Our 2017 estimates vs. street Of the 25 Internet stocks listed below in our coverage, we are above the Street on 2017 EPS on 16 stocks and below the street on 9. Table 4: 2017 BAML Estimates vs. The Street Large Cap Stocks (>$5bn Market Cap) Ticker Metric BofA ML Street Small Cap Stocks (<$5bn Market Cap) BofA ML vs. Street Ticker Metric BofA ML Street BofA ML vs. Street AMZN Revenue $164,532 $165,158 RATE Revenue $508 $505 EBITDA $18,246 $19,382 EBITDA $126 $126 EPS $10.90 $12.60 Below EPS $0.68 $0.70 Below EBAY Revenue $9,458 $9,398 CRCM Revenue $172 $172 EBITDA $3,520 $3,494 EBITDA $20 $19 EPS $2.03 $2.01 Ahead EPS $0.43 $0.36 Ahead EXPE Revenue $10,097 $10,010 FIT Revenue $1,625 $1,580 EBITDA $1,857 $1,835 EBITDA ($156) ($120) EPS $5.54 $5.38 Ahead EPS ($0.37) ($0.36) Below FB Revenue $38,546 $37,774 GRUB Revenue $650 $645 EBITDA $24,358 $23,775 EBITDA $184 $181 EPS $5.67 $5.43 Ahead EPS $1.13 $1.10 Ahead GOOGL Revenue $88,636 $87,691 GPRO Revenue $1,307 $1,266 EBITDA $43,457 $43,264 EBITDA $66 $48 EPS $41.82 $41.12 Ahead EPS $0.09 ($0.08) Ahead NFLX Revenue $11,627 $11,221 TREE Revenue $525 $515 EBITDA $1,218 $1,053 EBITDA $96 $96 EPS $1.44 $1.41 Ahead EPS $3.91 $4.00 Below PCLN Revenue $12,518 $12,447 MTCH Revenue $1,285 $1,325 EBITDA $4,784 $4,747 EBITDA $462 $459 EPS $75.35 $74.11 Ahead EPS $0.95 $0.88 Ahead SNAP Revenue $1,007 $1,034 QUOT Revenue $312 $288 EBITDA ($580) ($617) EBITDA $44 $46 EPS ($0.59) ($0.57) Ahead EPS $0.18 $0.09 Ahead TRIP Revenue $1,647 $1,649 P Revenue $1,629 $1,621 EBITDA $346 $339 EBITDA ($17) ($38) EPS $1.22 $1.23 Below EPS ($0.21) ($0.49) Ahead TWTR Revenue $2,301 $2,352 TRVG Revenue €1,105 €1,088 EBITDA $639 $564 EBITDA €44 €40 EPS $0.33 $0.27 Ahead EPS €0.05 €0.06 Below YHOO Revenue $3,369 $3,574 WIX Revenue $420 $416 EBITDA $848 $891 EBITDA $74 $64 EPS $0.65 $0.67 Below EPS $0.31 $0.36 Below ZG Revenue $1,062 $1,048 W Revenue $4,169 $4,237 EBITDA $215 $211 EBITDA ($48) ($59) EPS $0.48 $0.44 Ahead EPS ($1.55) ($1.65) Ahead YELP Revenue $895 $889 EBITDA $166 $161 EPS $0.99 $1.04 Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 4 Internet/e-Commerce | 06 April 2017 Stock price performance above estimate revisions Internet sector stocks are up 6% YTD, on average, while EPS estimates for profitable companies in our coverage cluster are down 5% YTD. For large-caps over $5bn in market cap., street 2017 EPS estimates are down 8% YTD while the average stock price is up 9% YTD; suggesting macro expectations and stock rotation are having a larger impact on stock movement than earnings estimates. eCommerce leads the group, up 8% YTD with Travel up 6% and Media behind at 5%. Small Caps are lagging Large caps YTD at 4% vs. 9%. Chart 1: YTD Stock Price Performance vs. YTD 2017 Estimate Revisions By Sector 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% Internet Group Media eCommerce Travel Large-Cap Small-Cap SP 500 2017 % Change in Stock Price YTD % Change in Street 2017 Est Source: Excludes companies with negative earnings, Bloomberg, as of 4/4/2017 Nine of the twelve large caps in our group are up YTD and four of these companies have had positive stock returns despite negative EPS estimate revision (AMZN, EXPE, EBAY & IAC). TRIP is the worst performing large cap YTD, down 12%. Only FB and NFLX have had positive 2017 EPS estimate revisions, with GOOGL, YHOO and PCLN holding flat. Chart 2: YTD Stock Price Performance vs. YTD 2017 EPS Revisions For Larger-Cap Internet Stocks ($5bn+) 30% 20% 10% 0% -10% -20% -30% -40% AMZN EBAY EXPE FB GOOGL NFLX PCLN TRIP TWTR YHOO IAC ZG SPX Avg 2017 % Change in Stock Price YTD % Change in Street 2017 Est Source: Bloomberg consensus estimates, as of 4/4/2017 Internet/e-Commerce | 06 April 2017 5 Sector Valuations Internet sector trading multiples for EV/EBITDA and P/E are tracking up slightly YTD, (excluding NFLX). On a y/y basis, the group P/E is at 24x vs. 22x last year, while the group EV/EBITDA is at 14x vs. 13x a year ago. Chart 3: Internet Sector Historical 2-Yr Forward Avg. EV/EBITDA 25x 20x 15x 10x 5x 0x Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Chart 4: Internet Sector Historical 2-Yr Forward Avg. P/E 40x 35x 30x 25x 20x 15x 10x 5x 0x Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Large cap receiving a premium; Small caps at the low-end of historical range Excluding NFLX and YHOO, large cap stocks in the Internet group are trading at 26x 2018 EPS below the small cap group at 28x 2018 EPS, with both Large and Small caps trading slightly above their average for the past 5 years (see chart below). The media sector is trading at a steep discount to travel and eCommerce. • The eCommerce sector is currently trading slightly above the midpoint of its five year range at 32x 2018 EPS. AMZN and WIX are well above at 49.5x and 74x respectively while EBAY is trading below at 15x. • The Media sector is trading well below the midpoint of its recent range (excluding NFLX), at 25x 2018 EPS. GOOG (18x), FB (21x), and YELP (23x) are below the sector average while TWTR (40x) is above. • The Online Travel sector is currently trading slightly above the mid-point of its five year range at 23x but below the internet sector average. TRIP (29x) is trading above the average while EXPE (18x) and PCLN (21x) are below. Chart 5: Historical 2-Year Forward P/E Multiple By Sector (ex NFLX) 70x 60x 50x 40x 30x 20x 10x 0x Chart 6: Historical 2-Year Forward P/E Multiple (select stocks) 90.0x 80.0x 70.0x 60.0x 50.0x 40.0x 30.0x 20.0x 10.0x 0.0x Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 6 Internet/e-Commerce | 06 April 2017 Currency still a slight headwind for 1Q results but improving We expect FX to remain a y/y headwind for 1Q results; the Euro is down about 6% y/y but up 1% from where it was when most Large-cap internet companies reported 4Q results in late January (~$1.06). The GBP at $1.22 is down slightly (1.4%) over the same period. Our currency strategist is forecasting the Euro to end 2017 at $1.05 and the GBP to end at $1.19. FX pressure will ease after 1Q if rates hold, unless a company has high exposure to Japan. Table 5: Percent change y/y Euro GBP Yen Other* 4Q15 1Q16 -12.3% -2.0% -4.5% -5.4% -8.1% 1.1% -14.4% -11.0% 2Q16 2.0% -4.9% 9.4% -6.3% 3Q16 4Q16 0.3% -1.5% -13.9% -17.4% 19.3% 15.1% -2.9% 0.0% 1Q17 -3.5% -14.5% 2.5% 3.3% 2Q17E 3Q17E -5.6% -4.5% -15.4% -9.2% -3.9% -9.9% -0.3% -0.9% 4Q17E -1.2% -3.5% -8.1% 0.2% Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 International revenues a percent of total revenues is highest at PCLN (87% of gross profit), GOOG (53%), FB (53%), TRIP (43%), EBAY (57%), and EXPE (42%). Higher operating margins in UK/Europe than US and lower Intl. taxes can increase this exposure. Chart 7: Spot Rate % Change Y/Y (USD vs. FX Spot Rate) 30% 20% 10% 0% -10% -20% -30% Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16Dec-16 Jan-17 Feb-17Mar-17 Euro GBP Yen Other Source: Bloomberg; Other Includes the following Asian (KRW, AUD, HKD), Europe (RUB, SEK, CHF), Americas (BRL, MXN, CAD) , as of 4/4/2017 Internet/e-Commerce | 06 April 2017 7 Sentiment Ranking Update We are updating our sentiment ranking index on 25 stocks in our Internet coverage universe (as of 4/4/17). We have aggregated six different indicators we think are relevant to gauge sentiment and have generated an overall “sentiment” score for each company. This sentiment analysis is intended to be informative and should not be used to form an investment opinion; for example our model does not factor in valuation or management quality. Of our company coverage universe, we have excluded four game publisher companies as well as two recent IPO’s from this analysis as data may not be comparable. Table 6: 1Q16 change in sentiment ranking Ticker Rank Pre 4Q Δ Score Pre4Q Δ FB 1 +3 4 +4 WIX 2 -1 4 +2 TREE 3 -1 8 -1 AMZN 4 +5 8 +4 NFLX 5 -2 9 -1 GOOGL 6 NA 9 +1 PCLN 7 +1 9 +2 CRCM 8 +9 11 +3 EXPE 9 +5 12 +2 IAC 10 +5 12 +2 RATE 11 -4 13 -2 EBAY 12 +4 13 +1 ONDK 13 +5 14 +1 ZG 14 -9 14 -5 YHOO 15 +6 14 +3 GPRO 16 +8 14 +5 YELP 17 -7 16 -4 W 18 -5 16 -3 P 19 NA 16 NA GRUB 20 -9 16 -4 MTCH 21 +1 17 +1 QUOT 22 -10 17 -4 FIT 23 +2 19 +1 TRIP 24 -1 20 -2 TWTR 25 -5 21 -5 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Investor sentiment categories We assembled data that measures investor sentiment across six categories. These metrics include latest short interest (as a % of float), change in short interest as a % of float over the last 90 days, current stock performance over the last 90 days, current average sell side ratings, forward year EPS estimate revisions over last 90 days, and expected FY17 revenue growth. While there are no perfect indicators of average investor sentiment, we believe these metrics provide a helpful framework of investor sentiment in our sector. In our analysis, Facebook, WIX, and LendingTree had the highest sentiment in 1Q, while Fitbit, Trip and Twitter had the lowest sentiment. Care.com had the most improved ranking, moving up 9 points to 8 th , while Quotient had the biggest decline moving down 10 spots in our ranking to 22 nd . Methodology Our methodology consisted of: 1) gathering financial data across six categories that we believe are relevant to measuring investor sentiment, 2) ranking companies on each attribute using a scale of 1 to 29, with 1 highest and 29 the lowest, and 3) ranking the companies based on the avg. score of the six metrics. 8 Internet/e-Commerce | 06 April 2017 Highest sentiment: FB, WIX, and TREE; Lowest: FIT, TRIP, and TWTR Based on our sentiment ranking index, Facebook, Wix, and LendingTree have top investor sentiment pre 1Q earnings. Facebook moved into first place from fourth due to the lowest short interest as % of float, second highest FY17 revenue growth, sixth highest sell side FY16 EPS estimate revisions, and third best stock performance in the last 90 days. Wix came in second place with top stock performance in the last 90 days, top expected FY17 revenue growth and second best sell-side FY16 EPS estimate revision, despite ranking ninth for current sell side ranking and seventh for short interest ratio. LendingTree placed third with best current sell side ranking and best change in short interest ratio. Fitbit had third worst investor sentiment with the worst stock performance in the last 90 days, the worst expected FY17 revenue growth and the second largest change in short interest in the period. TripAdvisor, had the second lowest sentiment with the third worst sell side ranking and fifth worst sell side EPS estimate revision. Twitter, our lowest sentiment stock pre 1Q earnings, had second to worst sell side ranking and expected FY17 revenue growth, along with third to worst sell side estimate revisions and was below average in all of our categories. Score Ranking vs. Investment Rating Our sentiment analysis is independent of our investment rating system, and our investment rating may or may not factor in positive or negative sentiment. This scorecard analysis includes only data currently up to the last 90 days, and our investment rating opinion takes into consideration potential stock price fluctuations, attractiveness for investment relative to other stocks within our Coverage Cluster, business model quality, and valuation. Please see our Fundamental Equity Rating Opinion Key at the end of the report for more details. Table 7: Combined Metric List Company Short Interest % float Δ short interest % of float Performance 90 days Sell Side Ranking EPS Estimate Revisions Expected FY17 Rev. Growth FB 1% 0% 21% 4.7 4% 37% WIX 2% -1% 67% 4.4 62% 43% TREE 23% -20% 21% 5.0 -6% 34% AMZN 1% 0% 20% 4.8 -10% 21% NFLX 6% -1% 14% 4.1 15% 27% GOOGL 1% 0% 6% 4.7 0% 19% PCLN 3% 0% 20% 4.6 0% 16% CRCM 3% 0% 42% 3.5 28% 6% EXPE 8% -2% 11% 4.6 -12% 14% IAC 1% 0% 12% 4.4 -5% -1% RATE 2% 0% -13% 4.2 2% 16% EBAY 2% 0% 14% 3.6 -3% 5% ONDK 12% 3% 1% 3.3 34% 30% ZG 11% -2% -9% 3.9 -26% 24% YHOO 6% 1% 19% 3.8 0% 2% GPRO 36% -3% -4% 2.3 74% 7% YELP 10% 0% -14% 3.7 -2% 25% W 38% 2% 17% 3.9 -22% 25% P 30% 2% -7% 3.9 2% 17% GRUB 18% 7% -11% 4.1 -5% 31% MTCH 27% 5% -4% 4.2 1% 8% QUOT 8% 0% -13% 4.8 -56% 5% FIT 26% -4% -29% 3.1 NA -27% TRIP 16% 5% -12% 2.9 -21% 11% TWTR 11% 3% -11% 2.5 -55% -7% Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Internet/e-Commerce | 06 April 2017 9 Table 8: Combined metric rankings Company Short Interest % float Δ short interest % of float Performance 90 days Sell Side Ranking EPS Estimate Revisions Expected FY17 Rev. Growth Average FB 1 8 3 4 6 2 4 WIX 7 6 1 9 2 1 4 TREE 20 1 4 1 17 3 8 AMZN 4 9 5 2 18 10 8 NFLX 10 7 10 13 5 6 9 GOOGL 2 12 13 5 12 11 9 PCLN 8 11 6 7 10 14 9 CRCM 9 14 2 20 4 19 11 EXPE 12 5 12 6 19 15 12 IAC 3 10 11 8 16 23 12 RATE 6 15 23 10 8 13 13 EBAY 5 13 9 19 14 20 13 ONDK 17 21 14 21 3 5 14 ZG 15 4 18 14 22 9 14 YHOO 11 18 7 17 11 22 14 GPRO 24 3 15 25 1 18 14 YELP 14 16 24 18 13 8 16 W 25 19 8 15 21 7 16 P 23 20 17 16 7 12 16 GRUB 19 25 20 12 15 4 16 MTCH 22 24 16 11 9 17 17 QUOT 13 17 22 3 24 21 17 FIT 21 2 25 22 N/A 25 19 TRIP 18 23 21 23 20 16 20 TWTR 16 22 19 24 23 24 21 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 10 Internet/e-Commerce | 06 April 2017 Alphabet (Buy, $1,025 PO) Stock view: Expect solid 1Q revs., but loss of non-GAAP reconciliation a concern New concerns have been raised on the YouTube advertiser pullback, but with the cuts in spending surfacing primarily in the back half of March, we anticipate only modest impact to 1Q revenue, with more significant potential impact to 2Q17 (see Advertiser boycott raising concerns on 1Q/2Q revenues). Looking beyond the YouTube issues, our early 1Q ad checks were mostly positive, with Merkle highlighting modest revenue growth acceleration, better than the 70bps of ex-FX Website revenue deceleration in 1Q17 (vs 4Q16) we’ve assumed in our model. Overall, we expect in-line to slightly better 1Q results driven by mobile and PLA strength (and perhaps some maps ads), but see risk of moderate Street estimate cuts for 2Q/3Q revenue on YouTube concerns. For most companies, we would expect management to help clear up the advertiser controversy on the call with some added financial disclosure or guidance, but predicting what Alphabet will say on the topic is more difficult. 1Q results will be the first quarter that Google reports GAAP EPS without a non-GAAP EPS reconciliation. With higher than usual SBC in 1Q due to changes in grant timing, it is possible Google misses Street GAAP EPS. We are leaving our revenue unchanged but lowering GAAP EPS to $7.26 from $7.36 based on higher SBC. Also, unusual charges are more likely to be controversial for Google without a non-GAAP EPS reconciliation. Core margins remain a key focus, as has been the case since 3Q16 when core Google non-GAAP operating margins contracted 95bps y/y. We expect core margins to remain down y/y driven primarily by segment mix, and our model assumes 2017 core margins are down 50bps in 2017 (to 46.1%) and another 20bps in 2018 (to 45.9%). For 1Q17, we assume 45.8% core Google non-GAAP operating margin, up 30bps q/q and down 75bps y/y. Our recent deep dive analysis suggests segment mix alone drives a natural 220bps margin headwind, which we think can be partially offset with 1) upside in high margin search growth from monetization growth (clicks and pricing); 2) leverage in individual segments from scale; and 3) cost cutting measures across the business (see Digging into the Alphabet revenue mix and margin drivers). We continue to like the stock, but recognize that potential estimate trimming on YouTube concerns, further margin contraction, SBC pressure on GAAP EPS and challenging 2Q17 comps could continue to drag on near-term sentiment. Looking ahead, we are optimistic on 2H17 based on the potential for new ad format ramps, easing comps, and potential YouTube relief (we assume the advertiser boycott eases exiting 2Q). Alphabet trades at 22x GAAP (17x ex-Other Bets, cash), in-line with the S&P and in-line to below the 5-year average (23.5x), which we view as attractive. Key theme/metric(s) for 1Q: Website growth, core margins We believe the key metrics for the quarter will be ex-FX Website growth and core margins. For ex-FX website growth, we currently model 70bps of deceleration in 1Q17 (vs 4Q16), and we think deceleration could persist through 2Q17, after which the y/y growth comps ease considerably. Internet/e-Commerce | 06 April 2017 11 Chart 8: Google ex-FX Y/Y growth trends 30% 25% 20% 28% 25% 24% 24% 24% 22% 22% 22% 21% 18% 15% 10% 5% 0% 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17E 2Q17E 3Q17E 4Q17E Total Google Revenue Y/Y (ex-FX) Google Website Y/Y (ex-FX) Source: Company reports, BofA Merrill Lynch Global Research For core margins, we assume y/y contraction through 3Q17, after which we model a slight uptick in 4Q17. For the year, we assume core Google margins contract 50bps to 46.1%. In terms of blended Alphabet non-GAAP operating margins, we assume 70bps of y/y contraction to 40.7% in 2017, but won’t be surprised if better cost discipline (particularly in Other Bets) drives more stable y/y trends. Table 9: Core Google non-GAAP operating margin forecast 1Q16 2Q16 3Q16 4Q16 1Q17E 2Q17E 3Q17E 4Q17E 1Q18E 2Q18E 3Q18E 4Q18E Core Google non-GAAP operating margin 46.5% 47.9% 46.5% 45.5% 45.8% 46.5% 45.6% 46.4% 45.6% 46.5% 45.4% 46.3% Y/Y Change 1.4% 1.6% -1.0% -1.5% -0.7% -1.4% -0.9% 0.9% -0.2% -0.1% -0.2% -0.1% Source: Company, BofA Merrill Lynch Global Research Biggest 1Q issues/risks: • Deceleration in Google Website revenue: There could be modest revenue pressure due to YouTube boycott impact, and/or ad shift to Facebook. One SEM suggested a modest uptick in advertising spend on maps, which could be a positive in 2017. • TAC to distribution partners: Rising TAC rate (Apple, Samsung) could mitigate potential gross revenue upside in the higher margin mobile search segment. • Growth investments could drag on margins: Investments in Google Cloud, hardware, and YouTube could be higher than we expect, which could negatively impact core Google margins and raise concerns on long-term sustainable margin levels. • YouTube/Display Network commentary: While we do not expect full resolution on the YouTube/Display Network issues, management’s tone will likely impact expectations for timing of a fix, corresponding costs, magnitude of the boycott losses, and time to recover lost ad spend. • Stock comp timing shift could cause some GAAP lumpiness: Shift in timing of annual stock-based comp grants could impact 1Q EPS, but should be offset with lower relative cost in 2H17. Top 1Q data point: Our early 1Q checks (pre quarter end) have been mostly positive, but most checks did not contemplate a potential impact of the YouTube & Display Network pullback. ComScore PC click data has suggested Google PC queries are down 3% q/q QTD, slightly worse than the 2% q/q decline in 1Q16. 12 Internet/e-Commerce | 06 April 2017 Estimate vs Consensus Our revenue and EBITDA estimates of $20.2bn/$9.9bn are slightly above the Street at $19.9bn/$9.8bn. Our model assumes currency to be a 2% headwind on y/y international revenue in 1Q17 (similar to 4Q16) and a 3% headwind in 2Q17. Our 1Q17 non-GAAP EPS of $9.53 is slightly above consensus at $9.45, and on a GAAP basis, our 1Q estimate for $7.26 is slightly below the Street at $7.42. For 2017, we are above on revenue, EBITDA, and non-GAAP EPS, but slightly below on GAAP EPS. Table 10: Alphabet Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. $20,219 $21,009 $88,636 $104,228 Growth Y/Y% 23% 20% 21% 18% Street $19,891 $20,867 $87,691 $102,632 BofA ML vs Street Above Above Above Above EBITDA BofA ML est. $9,897 $10,428 $43,457 $50,670 Street $9,788 $10,384 $43,264 $50,252 BofA ML vs Street Above Above Above Above EPS BofA ML est. $9.53 $10.02 $41.82 $48.45 Street $9.45 $10.09 $41.12 $48.56 BofA ML vs Street Above Below Above Below GAAP EPS BofA ML est. $7.26 $7.75 $32.66 $37.81 Street $7.42 $8.06 $33.31 $39.16 BofA ML vs Street Below Below Below Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Given the recent YouTube & ad network concerns, it’s possible stock sees a lift on inline EPS if commentary on content fixes and advertiser pullback is constructive. We are comfortable with our $1,025 price objective, based on 21x core Google GAAP EPS plus cash. Our PO multiple is within the five year range of 12-24x forward P/E. Easing comps and potential new ad format ramps (Google’s advertiser conference is May 23) could be positive 2H drivers. Internet/e-Commerce | 06 April 2017 13 Amazon (Buy, $1,100 PO) Stock view: Positive on retail, but street increasingly focused on advertising For Amazon’s retail business, sentiment remains positive despite some modest 4Q revenue weakness vs expectations. We expect the retail business to remain strong in 1Q with stable growth as core drivers (Prime, delivery infrastructure advantage) remain intact. The lack of early tax refund support is a potential 1Q risk, but we would expect any delayed spending to bounce back in March or 2Q. Continued store closures by traditional retailers should aid the online shift throughout 2017. Finally, it appears Amazon has become stepped up advertising on its site, with more sponsored listings, which could be a source of revenue upside in 2017. Amazon had new revenue disclosures in its 10-K, and the ad revenue line significant accelerated in 2016. For AWS, we expect some additional q/q revenue deceleration and q/q declines in margins. We note that AWS growth in 4Q was below our estimates, and the effects of 4Q’s late price cuts should drive additional deceleration in 1Q. Microsoft and Google are well capitalized competitors that are significantly increasing cloud investment (see Battle in Seattle for industry update), so the Street sentiment could shift more cautiously on Amazon on a slight miss. Margins continue to be a risk, but top line trends seem to be the biggest driver of sentiment and advertising optimism has grown. Amazon’s current investment cycle began in earnest in 3Q’16, and we expect the elevated pace of investment to persist through 3Q’17. Margins may see y/y declines given: 1) Ongoing investments in fulfillment center build out (given fulfilled unit growth of 40% in 2016), 2) Digital content and related marketing, 3) Prime benefits (Now and Fresh), 4) Alexa/Echo, and 5) India. We think the Street is constructive on these initiatives, and will move past lower y/y margins concerns if top line growth is stable in 1Q. Key theme/metric(s) for 1Q: AWS growth and 2Q profit outlook We forecast 43% y/y AWS growth in 1Q, down from 47% in 4Q, partially due to the lingering effects of price cuts that went into effect on December 1 st . This implies 4% q/q growth v. 9% last quarter. Increased investments in logistics/fulfilment, AWS, marketing, Prime content and others could set Amazon up for disappointing margin guidance vs. the Street’s expectations. However, we think the Street will focus on revenue trends and ultimately view the investments as a long-term positives. Biggest 1Q issues/risks: • 2Q GAAP operating income outlook given increased investments in logistics, India, Prime Instant Video content, as well as expected AWS deceleration • Gross profit growth trends given expense issues and tougher growth comps in 1H17 • AWS margin trends given AWS price cuts and aggressive competition • International segment performance given investments in India 1Q traffic data points mixed comScore’s US data indicates that Amazon PC user growth has been down 2% y/y in 1Q through February vs. 4Q at -5% y/y. Mobile user growth is up 8% y/y vs. up 9% in 4Q. Amazon’s total mobile and PC minutes were down 5% y/y in 1Q through February vs. up 18% y/y in 4Q; mobile minutes were down 7% y/y in 1Q vs. +18% y/y in 4Q. 1Q items/news: • Logistics investments: Amazon announced a $1.5bn air hub in Northern Kentucky that will host Amazon’s own cargo airline. • AWS outage: AWS had a large outage in early March. Investors will likely focus on the competitive implications of the outage. 14 Internet/e-Commerce | 06 April 2017 • Walmart continuing to acquire eCommerce assets and launching free 2-day shipping: Investors will likely focus on Amazon’s results relative to Wal-mart. • Amazon Business: Amazon Business announced a multi-year agreement with a public sector co-op, worth $500mn/year with a 5 year contract and 6 option years (see Now we’re in Business: Amazon announces new B2B contract with public sector co-op). • Prime Now expansion: Prime Now launched 1-hour delivery in Milwaukee and Boston during the quarter. Amazon also launched the ability for Alexa users to make Prime Now orders. • Upcoming 2Q events: AWS Summit SF (April 18-19), new Prime Instant Video content rollout (Manchester by the Sea, Bosch season 3, I Love Dick). • Souq.com acquisition: Amazon has an agreement to acquire Souq.com, the leading eCommerce platform in the Middle East. Terms were not disclosed, though press reports indicate that Amazon had bid $650mn for the company before Emaar Malls made a public bid of $800mn. The deal is expected to close in 2017. • Physical store rollout: Amazon has launched or planned to open 10 AmazonBooks stores, is beta testing its AmazonGo grocery store concept (though public opening was delayed due to technology issues), and there are press reports that Amazon is testing other grocery store formats as well. • Google Cloud Conference: No significant price announcements were made, but Google’s conference was much more impressive this year (see What a difference a year makes for Google Cloud). Souq.com brings Amazon into the Middle East Amazon announced that it has an agreement to acquire Souq.com, the leading eCommerce platform in the Middle East. Terms were not disclosed, though press reports indicate that Amazon had bid $650mn for the company before Emaar Malls made a public bid of $800mn. This will represent Amazon’s largest deal since the $970mn Twitch acquisition in 2014. Souq.com does not disclose its sales or earnings, making it difficult to assess the acquisition multiple or potential accretion of the deal. An $800mn acquisition implies 0.2% of Amazon’s current market cap. Though it is somewhat surprising for Amazon to acquire a company in order to enter a new market, Amazon can leverage logistics, sourcing, customer, and technology investments at Souq.com. The deal is expected to close in 2017. Souq.com offers 8.4mn products across 31 categories, including electronics, health & beauty, fashion, home goods, and baby. The site has 45mn monthly visitors and localized operations in Saudi Arabia, UAE, and Egypt and localized sites for the UAE, Egypt, Saudi Arabia, Kuwait, Bahrain, Oman, and Qatar. Euromonitor estimates that Middle East & Africa GMV is $9bn market in 2016 though other reports peg the market at $20bn, implying roughly 1-2% eCommerce penetration in the region vs. midteens in Western markets. Press reports last year indicated that Amazon was exploring entering Australia and Singapore in 2017. The Souq.com acquisition may signal a more aggressive global expansion plan. Estimates vs. Consensus: Above Street revenue and EPS We expect 1Q revenue/EPS of $35.3bn/$2.34 vs. Street at $35.3bn/$2.28. Amazon’s 1Q revenue guidance is $33.25-35.75 and GAAP operating income of $250-900 (we are at $898mn in operating income). Our 1Q revenue estimate of $35.3bn (+21% y/y vs. 22% in 4Q16) is based on 24% y/y unit growth vs. 24% y/y in 4Q. For 1Q17, we estimate -19% q/q revenue growth vs -19% q/q in 1Q last year. We are below the street for 2Q margins. Internet/e-Commerce | 06 April 2017 15 Table 11: Amazon Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $35,335 $36,784 $164,532 $194,826 Growth Y/Y% 21% 21% 21% 18% Street $35,255 $36,815 $165,158 $199,387 BofAML vs. Street Above Below Below Below EBITDA BofAML est. $4,153 $4,626 $18,246 $22,022 Street $4,085 $4,835 $19,382 $24,850 BofAML vs. Street Above Below Below Below EPS BofAML est. $2.34 $2.86 $10.90 $14.37 Street $2.28 $3.30 $12.60 $18.16 BofAML vs. Street Above Below Below Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO of $1,100 is based on our SOP that values AWS at $127bn or $259 per share and the retail business at $413bn or $841 per share. Our 5.5x AWS multiple is a modest premium to the software/SaaS comp group at 5.0x on 2018 sales, and 0.9x multiple is a premium to a retail general merchandise comp group at 0.7x. We think the premiums are warranted given share gains and superior growth. Our $1,100 price objective implies 2.8x 2018E Price/Sales, a multiple above the high end of Amazon’s historical range of 1.0-2.5x. We argue the historical P/S multiple should increase given positive 3rd party sales (3P) that is reported on a net basis, a higher AWS revenue contribution, an increasing advertising contribution, and record gross profit margins. 16 Internet/e-Commerce | 06 April 2017 eBay (Buy, $38 PO) Stock view: Marketplace growth should improve in 2017 eBay’s 4Q results showed signs of Marketplace improvement, with improving mobile and C2C trends and a modest pickup in new buyers. Management expects to put marketing dollars behind this trend to drive Marketplace growth momentum in 2017 (guidance calls for 1 point of acceleration in Marketplace volume in 1Q, with 2 points for the full year). Expectations have risen since the start of the year, and we think eBay needs to deliver 1 point acceleration in US GMV growth vs 1Q to maintain confidence in management’s execution. There is also significant interest in eBay’s first party ad strategy and potential improvement in transaction take rates (at expense of MS&O revenues). The potential structured data impact also remains top of mind for investors as structured data will provide the backbone for improving customer search and product experiences. As of 4Q’16, there are 180mn+ structured data pages v. 100mn+ pages at the end of 3Q’16. More pages are expected in 2017, which will start to be exposed to core organic traffic. Management appears confident that the impact of structured data would increasingly benefit results and that structured data formats will be much more visible by holiday 2017. Overall, if 1Q results are at/above expectations, we think the stock will reflect even more optimism on structured data improvement. For margins, we expect continued pressure in 2017 as the company ramps up marketing spend and increases its AI capabilities. If the company can manage to accelerate top line growth through conversion rate improvements, some of the upside may be invested, limiting 2017 earnings flow through (but benefitting growth in 2018). Therefore, we think customer, transaction and revenue trends most important for 2017, but lack of margin flow through could be sentiment headwind for the stock. Key theme/metric(s) for 1Q: Marketplace growth/outlook Our model assumes US GMV growth of 3.5% y/y, an 80bps q/q acceleration off an 80ps easier y/y comp, while we anticipate 6.0% y/y Intl ex-FX GMV growth. US acceleration (despite a modest Leap Year headwind) is likely needed to maintain increased management confidence. Our model assumes 8.3% take rate, which is up 10bps y/y and could be aided by the early transition to 1 st party advertising on the site. eBay’s 1Q revenue guide implies 5% y/y ex-FX growth at the midpoint, while the 2017 revenue guide calls for 7% ex-FX growth, implying revenue growth acceleration during the year. Chart 9: eBay quarterly GMV and revenue y/y growth 10% 5% 0% -5% -10% -15% -20% 1Q15A 2Q15A 3Q15A 4Q15A 1Q16A 2Q16A 3Q16A 4Q16A 1Q17E 2Q17E 3Q17E 4Q17E Revenue Growth GMV Growth Source: BofA Merrill Lynch Global Research estimates, company report Biggest 1Q issues/risks: • Overall GMV growth remains muted as structured data changes still early, reducing confidence in future improvement. Internet/e-Commerce | 06 April 2017 17 • StubHub trends as StubHub GMV comps are tough in 1H’17 (32% y/y growth in 1H’16). • Marketing expenses are expected to increase, putting pressure on margins and could raise concerns that GMV growth is being “bought”. Early 1Q traffic data points mixed comScore’s eBay desktop unique visitors decreased 6% on average through February vs. down 2% in 4Q. comScore’s total eBay mobile and PC minutes declined 20% y/y on average through February in 1Q vs. down 17% y/y in 4Q. comScore indicates mobile minutes decreased 38% vs. down 20% in 4Q. Estimates vs. Consensus: Expect modest EPS upside We expect eBay to report broadly in-line revenue/EPS estimates of $2.21bn/$0.49 vs. the Street at $2.21bn/$0.48 (guidance is $2.17bn-$2.21bn and $0.46-$0.48). Our model assumes 11mn shares repurchased in 1Q (about $350mn of repurchase activity). We have adjusted our GAAP EPS for higher amortization of deferred tax asset. Table 12: eBay Earnings Summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $2,210 $2,340 $9,458 $10,062 Growth Y/Y% 3% 5% 5% 6% Street $2,206 $2,315 $9,398 $9,925 BofAML vs. Street Above Above Above Above EBITDA BofAML est. $855 $843 $3,520 $3,735 Street $841 $827 $3,494 $3,726 BofAML vs. Street Above Above Above Above EPS BofAML est. $0.49 $0.48 $2.03 $2.22 Street $0.48 $0.47 $2.01 $2.21 BofAML vs. Street Above Above Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our $38 price objective is based on 17x our 2018E non-GAAP EPS. O ur 17x P/E multiple is slightly ahead of the retail comp group average of about 16x, reflecting eBay’s potential for a Marketplace growth acceleration (to well above average retail growth) in 2017. With 6-8% growth and an 8% FCF yield, we think eBay remains an interesting value stock for retail investors, although GARP focused Internet investors may prefer stronger growth at Google or Priceline. 18 Internet/e-Commerce | 06 April 2017 Expedia (Buy, $146 PO) Stock view: 1Q faces tough comps, but should clear way for strength into ‘18 We think 1Q expectations are somewhat muted as Expedia has highlighted several earnings headwinds in early 2017, including incremental cloud migration spend, higher marketing spend and, recently, potential ADR pressure. 1Q’17 earnings will face the toughest room night growth comps, though Expedia expressed optimism on trends through January on the 4Q call. Comps ease during the rest of the year for Expedia, which we see as a positive set up for the stock. We think Expedia will reiterate its 10- 15% EBITDA growth outlook and .Expedia remains our top 2017 summer (2Q/3Q) travel idea. We currently forecast 20% y/y room night growth in 2Q/3Q, though the comp is 1600bps easier vs. 1Q and street growth expectations could be higher. The ongoing benefit of conversion rate improvements, the Easter shift into 2Q (noted as 1% impact in 2Q’16), as well as the benefit of more aggressive marketing spend should aid 2Q growth. Additionally, prior to 1Q’17 earnings, Expedia will begin to disclose HomeAway online bookings and room nights, which we think may drive y/y room night growth 200- 300bps higher (we forecast HomeAway room nights up 50% y/y in 2017 vs. core OTA room nights up 18%). We think investors will also view HomeAway disclosure positively if the data indicates that the HomeAway transition remains on track and provide visibility into potential EBITDA acceleration in 2018. STR data suggests hotel fundamentals deteriorated modestly in the US through initial March readings, but improved slightly in Europe through February. However, Expedia’s CEO commented in a recent interview with the Financial Times that international tourism to the US (Expedia’s key market) has decelerated following the introduction of Trump’s travel bans, which may be a downside risk to 1Q bookings and revenues. This mirrors ForwardKeys data from early March that after Trump’s executive order, foreign tourism bookings to the US fell, then rebounded when the ban was suspended, but declined again when the ban was re-introduced. A few US hotel operators have indicated little impact from travel bans, so data is mixed. Key theme/metric(s) for 1Q: room night growth vs industry and Priceline We expect 1Q organic room night growth to remain steady at 16% y/y, though we note that this does not yet include the contribution from HomeAway, which we think should add 200-300bps to y/y growth. We expect N. America bookings growth of 12% y/y vs. 8% in 4Q, Int’l bookings (FX-neut.) of 14% y/y. Biggest 1Q issues/risks: • Room nights may disappoint on tougher 1Q comps, negatively impacting the acceleration thesis • Expedia’s CEO commented in a recent interview with the Financial Times that international tourism to the US (Expedia’s key market) has decelerated following the introduction of Trump’s travel bans, which may pressure hotel ADRs and be a downside risk to 1Q bookings • Pace of investments, namely cloud IT spend ($110mn in 2017) and marketing ramp • HomeAway EBITDA trends given marketing spend ramp and pressure on subscription revenues. Street has high expectations for the business. • Pressure on hotel take rates given agency mix shift and rewards programs Early 1Q RevPAR data decelerates According to STR, 1Q US RevPAR through initial March readings decelerated 30bps to 3.0% y/y, and European RevPAR through February accelerated 600bps q/q to 3.6% y/y Internet/e-Commerce | 06 April 2017 19 (FX-neutral). The STR data reflects a continued gradual deceleration in US RevPAR growth and a more recovery in European RevPAR growth as the region laps terrorist attacks and geopolitical uncertainty. Table 13: US and European RevPAR Y/Y Change US Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar- 17* 1Q16 2Q16 3Q16 4Q16 1Q17 Occupancy -0.3% -0.8% -0.4% 2.2% -0.5% 0.3% -1.0% -0.4% 1.6% -0.3% 2.5% -0.1% 0.5% -0.5% 1.6% -0.5% 0.7% 0.1% 0.7% 0.5% ADR 2.8% 3.6% 3.2% 2.8% 2.4% 3.5% 3.6% 2.5% 3.9% 1.9% 3.4% 2.4% 3.2% 1.7% 2.6% 3.2% 2.9% 3.3% 2.6% 2.5% RevPAR 2.4% 2.8% 2.7% 5.0% 1.9% 3.8% 2.5% 2.1% 5.6% 1.6% 5.9% 2.3% 3.8% 1.2% 4.2% 2.7% 3.6% 3.4% 3.3% 3.0% Europe Occupancy 1.4% 1.5% 0.3% 3.5% -0.3% -0.7% -0.4% -1.5% 0.8% -0.4% 4.2% 4.5% 5.1% 2.9% 1.1% 0.8% -0.4% 2.8% 4.0% ADR -4.3% -2.7% 2.5% 3.2% 0.3% -4.5% -0.7% -4.8% -1.8% -8.6% -5.3% -5.0% -2.1% -3.1% -1.5% -0.3% -2.4% -6.3% -2.6% RevPAR -2.9% -1.3% 2.8% 6.8% -0.1% -5.1% -1.1% -6.2% -1.0% -9.0% -1.3% -0.7% 2.9% -3.1% -0.5% 0.5% -2.8% -3.7% -0.1% Europe in Euros Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 1Q16 2Q16 3Q16 4Q16 1Q17 Occupancy 1.4% 1.5% 0.3% 3.5% -0.3% -0.7% -0.4% -1.5% 0.8% -0.4% 4.2% 4.5% 5.1% 2.9% 1.1% 0.8% -0.4% 2.8% 4.0% ADR 0.0% -0.2% -1.7% -0.1% -0.9% -4.4% -2.7% -4.6% -1.6% -8.5% -5.4% -1.5% -0.9% 0.2% -0.7% -1.8% -3.0% -5.2% -0.4% RevPAR 1.4% 1.2% -1.4% 3.3% -1.2% -5.0% -3.1% -6.0% -0.9% -8.9% -1.4% 2.9% 4.2% 3.0% 0.4% -1.0% -3.3% -2.4% 3.6% Source: Smith Travel Research (STR), BofA Merrill Lynch Global Research estimates; Note: March data is month to date Estimates vs. Consensus: In-line 1Q revenue and EPS We expect 1Q revenue/EPS of $2.13bn/$0.07 vs. the Street at $2.14bn/$0.06 driven by 8% core OTA growth, 48% Trivago growth (in USD), 2% Egencia growth, and 16% HomeAway growth. We expect room night growth to remain stable at 16% in 1Q’17 before accelerating on easier comps in 2Q/3Q. Expedia guided 2017 EBITDA growth to 10-15% and our 2017 EBITDA forecast of $1.86bn (15% y/y growth) is modestly above the Street at $1.83bn (14% y/y growth). Table 14: Expedia Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est. $2,134 $2,555 $10,097 $11,424 $12,931 Growth Y/Y% 12% 16% 15% 13% 13% Street $2,140 $2,507 $10,010 $11,266 $12,429 BofAML est. vs. Street Below Above Above Above Above EBITDA BofAML est. $182 $379 $1,857 $2,141 $2,416 Street $179 $367 $1,835 $2,212 $2,628 BofAML est. vs. Street Above Above Above Below Below EPS BofAML est. $0.07 $0.99 $5.54 $6.84 $7.71 Street $0.06 $0.94 $5.38 $6.88 $8.55 BofAML est. vs. Street Above Above Above Below Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our $146 price objective is based on our sum of the parts (SOP) that assumes 9x 2018E EBITDA for the core OTA business (a discount to Priceline at approx. 15x due to slower organic growth and higher taxes on earnings), 8x 2018E EBITDA for Egencia (we expect single digit growth), 60% ownership of Trivago (using our PO), and 15x 2018 EV/EBITDA for HomeAway, plus net cash and long term investments. 20 Internet/e-Commerce | 06 April 2017 Facebook (Buy, $165 PO) Stock view: Becoming the one-stop social shop We expect Facebook to report upside to Street 1Q revenue (but less in absolute dollars than in 4Q) driven by robust demand, Instagram momentum, and solid underlying user growth and engagement. Early ad checks in the quarter indicate steady advertiser trends, with some elements of seasonality off a stronger 4Q, and strength at Instagram. We expect pricing tailwinds to begin to pick up as we approach ad inventory supply moderation in 2H17, and a flurry of new product introductions could provide additional sources of ad load inventory over time. Overall, we see 1Q as an in-line to slightly better quarter, and are optimistic on the set-up for the remainder of the year for pricing, expense management, user engagement, and new platforms/feature ramps. Facebook will be hosting its F8 developer conference before earnings in San Jose on April 18-19. Facebook had another busy quarter of new product launches with a notable trend of Snapchat-like features (Stories, Direct ephemeral messaging) and Video. At this point, we believe the Snap threat is less of a near-term concern. Recent key product/feature releases include: • Stories for all: On the tail of a successful Instagram Stories launch in 8/16, Facebook rolled out WhatsApp Status (2/17), Messenger Day (3/17), and Facebook Stories (3/17). • Direct ephemeral messaging: After introducing ephemeral direct photo/video sharing on Instagram in 11/16, Facebook announced a comparable feature with integrated filters/masks/frames for the core Facebook app in 3/17. • Video App for TV: Announced in February, new app for Apple TV, Amazon Fire TV, and Samsung Smart TV to enable FB video viewing on TV. • New ad products: Instagram Stories ads (1/17) a positive tailwind to Instagram ad load, while vertical video ads (Facebook 9/16, Instagram 11/16) and Collections (3/17) are likely positive for pricing. While, in many ways, Facebook is duplicating Snapchat’s innovation, we are encouraged with the rate of new product introductions and view the Facebook Stories and Direct ephemeral messaging (with filters/masks) as positives for user engagement and potential barriers to competitive risk. While management’s focus in the near-term will likely be on new feature adoption, we expect Stories ads within 1-2 quarters and the company is already establishing partnerships for branded masks/filters (see More Stories in the Snap competitive saga). Over time, we would not be surprised to see filter/mask features and ads added to WhatsApp and, possibly, Messenger, which could unlock new monetization potential. On the expense front, we continue to view management’s 2017 expense growth forecast (47-57%) as conservative. History would seem to suggest manage could trim the top of the range on the 2Q earnings call, with more meaningful revisions in 2H17. That said, we won’t be surprised if management maintains the outlook on the April call, particularly given the velocity of new feature launches and potential investments in video content. Internet/e-Commerce | 06 April 2017 21 Chart 10: 2017 expense forecast now reflected in estimates; potential for favorable revisions ahead 75% 70% 65% 60% 55% 50% 45% 40% 35% 30% 25% 2015A: 51% 2016A: 41% 2014A: 34% 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 2014 2015 2016 2017 Source: Company, BofA Merrill Lynch Global Research Key theme/metric(s) for 1Q Underlying MAU and DAU trends are still the key metrics for the stock, in our view. We assume MAUs grow 16% y/y to 1.91bn and DAUs 16% to 1.26bn, keeping DAU/MAU at a steady 66%. It’s possible (but hard to predict) that management offers an update on Instagram users (600mn MAU, 400mn DAU in 4Q), and more specifically, Instagram Stories (150mn DAU in January). On the messaging front, there could be a Messenger user update (1bn as of 7/16), while a WhatsApp update is less likely (1.2bn as of 4Q16). We expect ad impressions to grow 46% y/y (49% in 4Q) and ad prices to increase 2% y/y (3% in 4Q). Biggest 1Q issues/risks: • Expense trajectory or lack of an expense guidance change could disappoint: While we continue to anticipate favorable revisions to management’s 2017 expense forecast in 2H, near-term adjustments may be less likely given the velocity of new product launches and potential video content investments. • 1Q ad revenue deceleration possible: We note that 4Q was particularly strong and it’s possible 1Q normalization could result in revenue growth deceleration. • Lack of commentary on monetization strategy: While Messenger/WhatsApp monetization is likely still a 2018 story, lack of constructive commentary on timing could disappoint. • User deceleration always a risk: MAU and DAU growth has surprised to the upside at mid-to-high teens y/y growth, and any meaningful slowdown could raise competitive concerns. Top 1Q data point: Instagram reaches 1mn advertisers Mid-quarter data points were somewhat limited in 1Q, though management did give an update on the Instagram monetization efforts. In a March 2017 update, management indicated that Instagram grew to 1mn advertisers, double the number since 9/16, with business profile pages up to 8mn from 5mn in 4Q. Facebook’s comparable metrics are 4mn advertisers (as of 9/16) and 65mn business pages (4Q16). For early advertiser checks, general feedback suggested positive trends, but more ‘steady as it goes’ than absolute blow out. The stronger 4Q was highlighted as a tough 22 Internet/e-Commerce | 06 April 2017 comp, but overall demand remains robust. Instagram feedback was notably positive, with many suggesting the demand is additive (not reallocation from core Facebook). Estimates vs Consensus Our 1Q17 and 2Q17 revenue and EBITDA estimates are ahead above the Street. We assume ~800bps of advertising growth deceleration in 3Q and another 400bps in 4Q, and our 2017 estimates are also slightly above consensus. On that premise, we are comfortable that Street estimates sufficiently reflect potential impact of News Feed ad load deceleration in 2H17. Table 15: Facebook Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. $7,905 $9,303 $38,546 $48,882 Growth Y/Y% 47% 45% 39% 27% Street $7,798 $8,993 $37,774 $48,103 BofA ML vs Street Above Above Above Above EBITDA BofA ML est. $4,886 $5,844 $24,358 $30,905 Street $4,743 $5,638 $23,775 $30,409 BofA ML vs Street Above Above Above Above EPS BofA ML est. $1.14 $1.37 $5.67 $7.01 Street $1.11 $1.30 $5.43 $6.75 BofA ML vs Street Above Above Above Above GAAP EPS BofA ML est. $0.94 $1.17 $4.86 $6.02 Street $0.86 $1.06 $4.45 $5.76 BofA ML vs Street Above Above Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our $165 price objective is based on 24x our non-GAAP 2018E EPS and 27x GAAP EPS, multiples equal to about 1x 2018E revenue growth, mostly in-line with its social and online media peers. Facebook is our top large cap idea for positive estimate revision potential in 2017. Internet/e-Commerce | 06 April 2017 23 GrubHub (Buy, $49 PO) Stock view: Marketing ramp should drive diner growth re-acceleration In recent quarters, GrubHub has been leveraging a series of recent investments, including expanded delivery, more restaurants on the platform, repositioned brand driving more effective advertising, and product optimization, which is driving higher conversion rates. We think GrubHub is well-positioned to continue to leverage these investments to drive growth in 2017 and beyond. GrubHub’s delivery business is reaching scale in more markets, and delivered gross food sales run-rate increased from $500mn in 3Q to nearly $600mn in 4Q (20% of ’16 food sales). Delivered orders were 40% higher than in 3Q. We think delivery will continue to drive take rate higher and be EBITDA accretive by YE17 as efficiencies are gained. Competition remains a key concern for investors and weighs on sentiment. However, we believe that GrubHub’s user base is sticky and its repeat order rate (>90%) is defensible. In 2016, as UberEats, Amazon Prime Now, DoorDash, and Postmates invested in expansion, GrubHub’s active diner growth and order growth remained solid. Google Trends indicates that over the past 12 months, though competitors have expanded to more cities in the US, GRUB remains the overwhelming leader in the market, with both of its core brands (GrubHub and Seamless) many times the size of any of its competitors. GrubHub 1Q results may also face a modest growth headwind from warmer weather in key markets like NYC and Chicago. For context, in 4Q15, GrubHub called out warmer weather was a 200bps y/y order growth drag ($2mn in revenue, $12.7mn in gross food sales). Warmer weather can impact order volume and new diner growth, though new diners can partially shift to 2Q. We forecast 26% y/y gross food sales and 36% y/y revenue growth in 1Q’17. We think active diner growth will accelerate in 2017 as the company invests more heavily in marketing and it comps out against its “quality over quantity” marketing strategy started in 1Q16. Investors, however, should expect that accelerating active diner growth will be counterbalance by lower order frequency as newer diners to the system tend to order less frequently. At the same time, we expect take rate will continue to expand as the delivery business grows. Key theme/metric(s) for 1Q: gross food sales growth We forecast gross food sales growth in 1Q of 26%, a modest deceleration from 27% in 4Q (flat with 4Q less the 1% hit from the lack of Leap Day in 1Q17). Though we think there is likely upside to our forecast given a 500bps easier y/y comp in 1Q vs. 4Q. We expect 1Q active diner growth of 25%, Grubs per Diner decline of 3%, and average order size growth of 5%. Biggest 1Q issues/risks: • Despite positive Google Trends data and commentary from management, mounting competition eats away at GRUB’s growth and take rate, driving diner acquisition costs higher. • Warmer weather during 1Q, particularly in GrubHub’s core NYC and Chicago markets, may be a headwind to growth. • RDS (restaurant delivery service) investments weigh on earnings at a rate higher than the $3mn in EBITDA drag that we have in our model for 1Q’17. • Site and conversion rate improvements turn out to be one-time in nature rather than an ongoing, longer-term focus for management. 24 Internet/e-Commerce | 06 April 2017 • Marketing expense expected to ramp in 2017, which can weigh on earnings, especially if gross food sales comes in weaker than anticipated. Estimates vs. Consensus: Broadly in-line with consensus in 1Q’17 We expect 1Q revenue/EPS at $153mn/$0.25 vs. the Street at $153mn/$0.24 driven by gross food sales growth and an improving take rate. Table 16: GrubHub Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $153 $159 $650 $815 Growth Y/Y% 37% 33% 32% 25% Street $153 $158 $645 $782 BofAML vs. Street Below Above Above Above EBITDA BofAML est. $41 $46 $184 $247 Street $40 $46 $181 $225 BofAML vs. Street Above Below Above Above EPS BofAML est. $0.25 $0.29 $1.13 $1.55 Street $0.24 $0.28 $1.10 $1.37 BofAML vs. Street Above Above Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO is $49, based on 32x our 2018E P/E (vs. high growth internet at 31x). We believe GRUB warrants a premium to eCommerce peers due to the attractive margins of the core business and, relative to the overall small-cap sector, GRUB has more attractive margins and growth potential. Internet/e-Commerce | 06 April 2017 25 Match.com (Buy, $21 PO) Stock view: Positive on Tinder monetization growth on new products Match has continued to build monetization on Tinder and we expect a more widely released Tinder Boost as well as international marketing spend to have a positive impact in 1Q17 results. The incremental revenue increase combined with Core enhancements should drive ARPU forward, though we are still cautious given Core’s declining to flat growth and project 1Q17 at $.0.57 (-3% y/y). Another issue on the horizon for Match group is the high ownership percentage of IAC. Based on our discussions with management, this is a known issue from both Match and IAC’s perspective. The high degree of IAC ownership limits the float and has created a disproportionate short interest on the company to obtain higher exposure to IAC’s core (ex-Match) properties. Our conversations suggest we can expect further discussion from management on ways forward in 2017, with the most likely outcome, in our view, a spin off IAC’s Match ownership to IAC shareholders. As Tinder expands, one concern we have is that its highly diverse user base could cause an overload of options and limit user’s ability to find the type of matches they are looking for. An “elite” version of the app was recently launched called “Select” (per TechCrunch), highlighting the company’s focus on making sure users are able to find suitable matches in different ways. 1Q17 should see international marketing spend on Tinder begin to pay off. We expect that paid member count (PMC) will continue to trend up driven by Tinder and other recent platforming initiatives helping to increase conversion on Core mobile and other sites like Plenty of Fish (PoF) and Meetic. Key theme/metric(s) for 1Q: International PMC growth Key for the quarter will be international PMC growth and we expect international to grow 25% y/y to 2.3mn and overall PMC growth to be up 17% y/y to 5.9mn as Tinder marketing outside of the US should start paying off. We are still cautious on ARPU and expect modest declines of 3% y/y, we believe there is still upside potential here driven by Tinder Boost, released in September 2016 and Core turnaround efforts. Key issues for the call will be PMC growth, Tinder monetization and Core improvements. Biggest 1Q issues/risks: • Decline in margins due to increased marketing of Tinder and Core improvement • Drop in monetization as more consumers switch to mobile from PC. • New investment initiatives drive down FY17 earnings projections. Estimates vs. Consensus: Expect lower revenue, slight beat on profit We are modeling rev/EBITDA of $293mn/$78.5mn below the Street due to impact of Princeton Review sell off but higher on EBITDA vs. the Street’s $307mn/$77mn estimate. We estimate total PMCs of 5.9mn in 1Q and average revenue per users of $0.527 down 3% y/y due to lower monetizing Tinder plans. With the sale of Princeton review closing 3/31 and management moving any income to discontinued operations, we have removed all non-Dating revenue from our model and believe our treatment of these discontinued operations (totally excluded from our estimates) is the reason our estimates are currently below the street. 26 Internet/e-Commerce | 06 April 2017 Table 17: Match estimate summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. $293 $315 $1,285 $1,484 Growth Y/Y% 20% 20% 16% 15% Street $308 $322 $1,325 $1,484 BofA ML vs Street Below Below Below Above EBITDA BofA ML est. $79 $112 $462 $562 Street $77 $113 $459 $544 BofA ML vs Street Above Below Above Above EPS BofA ML est. $0.14 $0.23 $0.95 $1.14 Street $0.13 $0.21 $0.88 $1.07 BofA ML vs Street In-Line In-Line Above Above Street EBITDA margins 25% 35% 35% 37% Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Internet/e-Commerce | 06 April 2017 27 Netflix (Buy, $154 PO) Stock view: Easy comps ahead with more content on the way Heading into 1Q earnings, we expect Netflix to beat subscriber estimates given strong recent content launches, and accelerating subscriber growth in Europe. Key 1Q titles included A Series of Unfortunate Events, 13 Reasons Why, and Marvel’s Iron Fist. We see few competitive issues this quarter to impact subscriber growth and we think the release of Marvel’s Iron Fist likely helped quarter ending subscribers, despite low metacritic scores. Fans of the Defender series still seem to be watching the show with Parrot Analytics indicating viewership was just below Luke Cage its first week (though viewership dropped by half within the first 10 days). In addition, fan ratings came in at 81% on Rotten Tomatoes despite the poor critic reception. For 2Q, we expect a solid guide as Netflix laps 2Q16’s price increases internationally and in the U.S. This should help churn rates for 2Q especially in Europe where we think the bulk of Netflix subscriber growth will originate for 2017. In addition, Netflix has a stronger slate of titles vs. 1Q including key franchises like House of Cards, Orange is the New Black, Sense8, and other new series. Although competition is increasing in the SVOD space with Amazon, Hulu and other making original content, we still see Netflix as ahead of the competition due to: 1) sheer volume of content production with over 1000 hours in 2016, with strong local market content that can be leveraged globally, 2) competitive price points vs competitors; and 3) the largest volume of 4K content which attracts new TV purchases. 4K TVs could drive upside to estimates in FY17 as Netflix is one of the few services with a library of 4K content. For 1Q contribution margins, we estimate that Netflix will reach a new high at 41.3% U.S. contribution margins somewhat offset by international contribution margins which we expect to close to zero at 1.5%, but still a large improvement over 4Q’s 8% loss. We expect Netflix to run its International division at new break even margins through FY17 and begin to gradually lift international margins in 2018. As Netflix reaches Intl profitability, the investor story may focus more on EPS growth in the coming years. Key theme/metric(s) for 1Q: Net sub adds internationally and 2Q guide For 1Q we see two critical metrics that we think the Street will focus on; 1) Net Intl. subscriber additions as Netflix laps the launch in 130 countries globally; and 2) 2Q net subscriber guide for Netflix in the U.S. Although 1Q domestic subscriber ads are important, we think the Street would be willing to look past a lower domestic number on stronger international growth. In 2Q Netflix could potentially hit a flat subscriber growth quarter as 2Q is typically seasonally weak, though we note the content slate for 2Q16 has several top franchises with new seasons. Chart 11: Domestic subscribers Chart 12: International subscribers 60,000 50,000 40,000 30,000 20,000 10,000 0 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% U.S. Subs (000’s) Y/Y Growth International Subs (000’s) Y/Y Growth Source: BofA Merrill Lynch Global Research estimates, company report Source: BofA Merrill Lynch Global Research estimates, company repor 28 Internet/e-Commerce | 06 April 2017 Biggest issues/risks: • Low reviews scores on Iron Fist effecting fan churn and causing some to question Netflix’s ability to continue creating hit series • Marketing spend in 1Q to drive subscriber growth • Lower than expected contribution margins as Netflix invests in content. • Content spending impact on FCF Top 1Q data points: Traffic gains on PC In the U.S., comScore reported quarter to date (Jan. and Feb.) average unique desktop visitors up down 2% y/y to 40.5 million compared to 4Q up 22% y/y or 47 million, while mobile unique users were flat y/y at 29.4mn users vs. up 19% y/y in 4Q. We note recent comScore changes heavily impacted the y/y comparable data for several companies including Netflix, in addition Comscore Data is PC only which is likely less relevant given that a large portion of Netflix viewing is through connected TVs/devices. Estimates vs. Consensus: In-line on revenue, slightly below on EPS Our 1Q rev/GAAP EPS estimates of $2.71bn/$0.39 are above the Street’s estimates of $2.64bn/$0.37. We estimate total domestic subs of 51.1 million, domestic DVD subs of 4 million, and international streaming subs of 48.3 million. Netflix a solid line up of popular content in 2Q, especially May where it has Sense8 Season 2, Unbreakable Kimmy Schmidt Season 3, War Machine (Movie), House of Cards Season 5 in May, and a remake of Anne of Green Gables and Orange is the New Black in June which will likely help U.S. domestic subscriber total stay positive in 2Q. In addition, we expect lower y/y churn rates to potentially help subscriber growth. Table 18: Netflix estimate summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $2,710 $2,854 $11,627 $13,937 Growth Y/Y% 38% 35% 32% 20% Street $2,644 $2,760 $11,221 $13,448 BofAML vs. Street Above Above Above Above EBITDA BofAML est. $331 $306 $1,218 $1,758 Street $308 $245 $1,053 $1,710 BofAML vs. Street Above Above Above Above GAAP EPS BofAML est. $0.39 $0.30 $1.19 $2.04 Street $0.37 $0.23 $1.09 $1.98 BofAML vs. Street Above Above Above Above Source: BofA Merrill Lynch Global Research estimates, company report Internet/e-Commerce | 06 April 2017 29 Pandora (BUY, $9 PO) Stock view: Focus on on-demand product, but questions on growth Pandora’s recently launched on-demand subscription product will likely be the focus of 1Q investor call. Although the product is on limited release, we expect investor to focus on initial reception of the product (positive reviews in media) and whether Pandora is capable of growing the subscription base to 10mn over the next several years. Initially Pandora will not likely see an impact on revenue from premium subscriptions as it is giving current Pandora One subscribers a free six month trail of Pandora Premium which may also impact subscription revenue for 1Q. From our initial time with Pandora Premium, we found playlist creation smooth and easy to use with Pandora quickly auto-filling play lists after picking a few songs, but Pandora lacks the curated playlist selection found in Apple music and Spotify and we encountered some missing songs/artists from the on-demand platform. The real question will be whether Pandora’s platform is 1) good enough to pull exiting ondemand users from other services to Pandora (Pandora indicated roughly 60% of Pandora users are using another on-demand service); 2) can it convince people to upgrade from free Pandora to Pandora Premium; and 3) how will Pandora grow its active listener base from here. Pandora has had a largely stagnate active user base over the last year and we think even with the new on-demand product could face difficulty growing its users, especially as it increases its ad loads in key markets. Key theme/metric(s) for 1Q: Ad rate growth and sub metrics Pandora began rolling out Pandora Premium on March 15 th , and we think key questions for the call will be; 1) initial reception of Pandora Premium; 2) when it will be fully available to all users; 3) will Pandora Premium driving increased users; and 4) how have ad load changes be received by free users. Pandora is increasing its ad load per hour to increase its RPM rates, but this also risks alienating its already stagnant to declining user base from the platform. 1Q will be the first measure to see if Pandora is able to increase ad loads while maintaining its user base, the first step in stronger monetization of its differentiated ad-supported radio product. Biggest 1Q issues/risks: • Investment spending in quarter and outlook for future S&M/R&D spend; • Outlook for when Pandora will reach profitability again. • Active listener or listening hour declines due competition; • Commentary on outlook for Pandora Premium Top 1Q data points: Triton Internet radio data Triton media releases Internet radio metrics which give an initial read into the quarter, but is limited to January data, Triton data shows Avg. Active sessions (analogous to listening hour growth) declined 3% y/y which is tracking below our 1% y/y listener hour growth est. of 5.58 billion hours. Session starts were up 4% y/y above our est. of 1% y/y active user growth. We note that Spotify is now tracking more session starts than Pandora implying market share loss to Spotify. Given the leap year, we would expect February to track down Y/Y for monthly active listeners and user growth in February. Estimates vs. Consensus: Slightly above on revenue, below on EPS Our rev/Non-GAAP EPS est. of $319mn/($0.49) is slightly above on revenue, but in-line on EPS compared to the Street est. at $318mn/($0.39). We model total listener hours at 5.58bn and total RPM rates of $52. Our FY16 est. are slightly above on revenue, but well above on EPS as we expect losses this year to improve in 2H16 as Pandora builds up subs, but still see Pandora failing to gain much leverage from increased R&D spending and S&M spend. We maintain our $9 PO, based on 1x our 2018 revenue estimate, a discount to peers, but justified in our view as Pandora is likely to have a difficult transition year as it builds it on-Demand service. 30 Internet/e-Commerce | 06 April 2017 Table 19: Pandora estimate summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $319 $397 $1,629 $2,036 Growth Y/Y% 18% 25% Street $318 $390 $1,621 $2,050 BofAML vs. Street Above Above Above Below EBITDA BofAML est. -$73 $1 -$17 $25 Street -$73 -$16 -$38 $79 BofAML vs. Street In-line Above Above Below EPS BofAML est. -$0.49 -$0.04 -$0.21 -$0.19 Street -$0.35 -$0.14 -$0.49 -$0.03 BofAML vs. Street Below Above Above Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg Chart 13: Listening hours and active users trends are essentially flat. 12% 10% 8% 6% 4% 2% 0% 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17E2Q17E3Q17E4Q17E -2% -4% Listening Hours Y/Y Growth Active Listners Y/Y Growth Source: BofA Merrill Lynch Global Research estimates, company report Internet/e-Commerce | 06 April 2017 31 Priceline (Buy, $1,920 PO) Stock view: Expect solid 1Q top-line, but 2Q can be rough for guidance Priceline’s metric trends and commentary, along with 1Q booking and room night guidance, indicate that the company continues to capture strong market share growth in the category, with little impact from hotel direct booking initiatives or competitive OTA marketing spend. We expect a strong 1Q, with perhaps a little less upside than usual due to the late 4Q reporting date. Looking forward to 2Q, we have our usual caution on guidance as 2Q is the most backend loaded quarter for bookings and revenues. However, in 2017 the Easter shift is a positive factor and will help 2Q revenues and earnings. We also expect 1Q bookings and room night growth upside to translate into higher 2Q gross profit growth, and management indicated that there is less marketing ROI pressure expected in 1H’17 than in 2H’16. Overall, we expect Priceline’s strong business trends to continue, and would use extra conservatism in guidance as a buying opportunity. Given strong execution and higher exposure to more fragmented International markets, Priceline remains our top long-term idea in Online travel. However, on a near-term basis, we think Expedia could see a bigger stock benefit from an acceleration in room night growth over the summer. Key theme/metric(s) for 1Q: Room night growth We expect Priceline to report 26% y/y room night growth (deceleration v. 31% in 4Q), ahead of the company’s outlook of 20-25% hotel room night growth. Priceline has a history of guiding 1Q conservatively, looking at Priceline’s historical 1Q results for Bookings, revenue and EPS vs guidance suggests modest upside to our bookings growth forecast of 22% and reported 1Q’17 EPS closer to $9.55 (13% upside vs. the midpoint) vs. our estimate of $9.08 and the Street’s estimate $8.75. Table 20: 1Q Bookings Growth, Revenue Growth and EPS Guidance vs. Actuals 1Q13 1Q14 1Q15 1Q16 1Q17 Guidance Actual Upside Guidance Actual Upside Guidance Actual Upside Guidance Actual Upside Guidance Actual Upside Bookings 30-37% 36% No 23-33% 34% Yes 2-9% 12% Yes 12-19% 21% Yes 17-22% ?? International Bookings FX-Neutral 35-42% 43% Yes 25-35% 38% Yes 17-24% 29% Yes N/A N/A N/A Revenue 17-24% 26% Yes 15-25% 26% Yes 4-11% 12% Yes 9-16% 17% Yes N/A EPS $4.90-$5.30 $5.76 Yes $6.35-$6.85 $7.81 Yes $7.20-7.75 $8.12 Yes $9.00-9.60 $10.54 Yes $8.25-8.65 ?? Source: BofA Merrill Lynch Global Research estimates, Bloomberg, Priceline Biggest 1Q issues/risks: • Concerns on threat of increasing marketing competition with Expedia and TripAdvisor • Potential pressure on US inbound traffic given the Trump travel ban (unlikely to impact Priceline given high Intl exposure) • Marketing deleverage – our model assumes 340bps of y/y online marketing deleverage in 1Q • Pressure on hotel revenue take rates given less hotel participation in commission programs and longer booking windows Early 1Q RevPAR data mixed Priceline’s Booking.com has roughly 1.2mn properties on its site (>611k hotels and 576k vacation rental properties). According to STR, 1Q US RevPAR through initial March readings decelerated 30bps to 3.0% y/y, and European RevPAR through February accelerated 600bps q/q to 3.6% y/y (FX-neutral). The STR data reflects a continued 32 Internet/e-Commerce | 06 April 2017 gradual deceleration in US RevPAR growth and a positive recovery in European RevPAR growth as the region laps terrorist attacks and geopolitical uncertainty. Table 21: US and European RevPAR Y/Y Change US Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar- 17 1Q16 2Q16 3Q16 4Q16 1Q17 Occupancy -0.3% -0.8% -0.4% 2.2% -0.5% 0.3% -1.0% -0.4% 1.6% -0.3% 2.5% -0.1% 0.5% -0.5% 1.6% -0.5% 0.7% 0.1% 0.7% 0.5% ADR 2.8% 3.6% 3.2% 2.8% 2.4% 3.5% 3.6% 2.5% 3.9% 1.9% 3.4% 2.4% 3.2% 1.7% 2.6% 3.2% 2.9% 3.3% 2.6% 2.5% RevPAR 2.4% 2.8% 2.7% 5.0% 1.9% 3.8% 2.5% 2.1% 5.6% 1.6% 5.9% 2.3% 3.8% 1.2% 4.2% 2.7% 3.6% 3.4% 3.3% 3.0% Europe Occupancy 1.4% 1.5% 0.3% 3.5% -0.3% -0.7% -0.4% -1.5% 0.8% -0.4% 4.2% 4.5% 5.1% 2.9% 1.1% 0.8% -0.4% 2.8% 4.0% ADR -4.3% -2.7% 2.5% 3.2% 0.3% -4.5% -0.7% -4.8% -1.8% -8.6% -5.3% -5.0% -2.1% -3.1% -1.5% -0.3% -2.4% -6.3% -2.6% RevPAR -2.9% -1.3% 2.8% 6.8% -0.1% -5.1% -1.1% -6.2% -1.0% -9.0% -1.3% -0.7% 2.9% -3.1% -0.5% 0.5% -2.8% -3.7% -0.1% Europe in Euros Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 1Q16 2Q16 3Q16 4Q16 1Q17 Occupancy 1.4% 1.5% 0.3% 3.5% -0.3% -0.7% -0.4% -1.5% 0.8% -0.4% 4.2% 4.5% 5.1% 2.9% 1.1% 0.8% -0.4% 2.8% 4.0% ADR 0.0% -0.2% -1.7% -0.1% -0.9% -4.4% -2.7% -4.6% -1.6% -8.5% -5.4% -1.5% -0.9% 0.2% -0.7% -1.8% -3.0% -5.2% -0.4% RevPAR 1.4% 1.2% -1.4% 3.3% -1.2% -5.0% -3.1% -6.0% -0.9% -8.9% -1.4% 2.9% 4.2% 3.0% 0.4% -1.0% -3.3% -2.4% 3.6% Source: Smith Travel Research (STR), BofA Merrill Lynch Global Research estimates; Note: March data is month to date Estimates vs. Consensus: We are above the Street on EBITDA/EPS in 1Q Our 1Q revenue/EPS of $2.4bn/$9.08 is broadly in line to slightly above the Street at $2.4bn/$8.75. We see upside to the company’s 1Q EPS guide of $8.25-$8.65. We estimate 26% y/y hotel room night growth, some deceleration from 31% growth v. 4Q (guidance is 20-25%). Table 22: Priceline Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est. $2,415 $3,041 $12,518 $14,469 $16,493 Growth Y/Y% 12% 19% 17% 16% 14% Street $2,441 $2,998 $12,447 $14,323 $16,279 BofAML vs. Street Below Above Above Above Above EBITDA BofAML est. $609 $988 $4,784 $5,476 $6,207 Street $599 $966 $4,747 $5,515 $6,310 BofAML vs. Street Above Above Above Below Below EPS BofAML est. $9.08 $15.45 $75.35 $87.19 $100.07 Street $8.75 $14.84 $74.11 $86.36 $98.76 BofAML vs. Street Above Above Above Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our price objective is $1,920 based on 22x our 2018 adj. EPS estimate. The 22x multiple is towards the upper end of Priceline’s historical multiple range of 13-23x and represents a PEG of 1.4x. We think a 22x forward P/E multiple is appropriate given midteens EPS growth, strong booking trends, Priceline’s leadership position in the global online travel sector, track record of EPS upside, and increased access to the China via the Ctrip investment. Internet/e-Commerce | 06 April 2017 33 Snap (Neutral, $25 PO) Stock view: Long-term potential, but near-term could be lumpy Snap will report its first earnings as a public company and expectations have a wide range. The 2H16 DAU slowdown has raised concerns in terms of both competitive risk and execution, so user trends could be the most important metric in the quarter. At this point, it’s difficult to gauge relative impact of Facebook / Instagram competition, Android technical issues, product cycle lumpiness, and seasonality to the recent slowdown. Nonetheless, our sense is that DAU expectations are around 164-166mn, and we’d expect variability (higher or lower) to have a meaningful impact on stock sentiment. In terms of the P&L, we expect a slight q/q decline in revenue per normal seasonality and are modeling down 1% q/q (consistent with comments in the prospectus filing). While we can appreciate the momentum of the API roll-out with several new partnerships announced in January, our checks suggest most programs are early stage with limited volume to date. Considering the rest of the P&L, we expect a fairly messy quarter between deal costs, the CEO stock award, and a catch-up RSU stock comp expense. As we do not anticipate non-GAAP profitability until 2H19, we expect traditional P&L metrics will be less of a focus in the coming quarters. We recently initiated coverage with a Neutral and $25 price target (please see User overhang unlikely to be resolved in a Snap – Initiate at Neutral with $25 PO). Social media sector history suggests a wide range of possible outcomes for Snap and, as such, near-term lumpiness in metrics could result in high volatility for the stock. We also note that lock-up overhang could drag on near-term performance into the first lock-up expiration on 7/29. Key theme/metric(s) for 1Q: DAUs, ARPU, and competition We believe the key metric for the quarter will be the DAU number, which we model at 166mn (up 8mn q/q, 36% y/y). We believe DAU headwinds may peak 1H17 as the company is facing an onslaught of competitive products (see More Stories in the Snap competitive saga), technical challenges with Android (from Memories), and seasonality entering the summer. We model ARPU at $1.01 (down 5% q/q), with North America ARPU at $2.03 (down 7% q/q). We won’t be surprised to see upside in ARPU driven by ad load growth and higher user engagement, though competitive pricing could potentially offset. Biggest 1Q issues/risks: • DAU deceleration on share loss: Anything short of 164mn will likely be met with skepticism as investors extrapolate recent trends in considering competitive resilience vs Instagram, Facebook, and others. Management will likely address the Android technical issues impact on DAUs. • Aggressive pricing could drive short term growth but have mixed perception: Twitter noted elevated competition and potentially aggressive pricing surfacing in mid-January, which aligns well with Snap’s API update. • Lack of visibility into pipeline: While we don’t necessarily expect new product announcements, lack of color/visibility on the product pipeline could disappoint. • Results could leave investors looking for more disclosure: We are not sure what disclosure Snap will provide on results, and important trending info (like average minutes per user) could be lacking. Top 1Q data points: comScore suggests some gains for Instagram While comScore data is not consistent with reported minutes, it is useful for relative comparisons. The data puts Snapchat minutes per user well above Twitter, but still 34 Internet/e-Commerce | 06 April 2017 trailing Instagram and Facebook. Interestingly, after Snapchat passed Instagram in early 2016 in average minutes per user, Instagram recaptured the lead mid-year and has extended it since. While the cause for the shift is not certain, the trends align with the launch of Instagram Stories (August 2016) as well as some technology challenges on the Snapchat front (Android). Regardless of the near-term lumpiness, we believe overall daily engagement puts Snapchat in a strong position to capture emerging online marketing ad budgets. Table 23: Average minutes per user trend Aug-2016 Sep-2016 Oct-2016 Nov-2016 Dec-2016 Jan-2017 Feb-2017 Snapchat 267 267 272 269 271 254 211 Instagram 292 294 325 337 322 357 318 Facebook 769 766 855 826 781 827 700 Twitter 143 149 139 114 108 128 110 Source: comScore, BofA Merrill Lynch Global Research Chart 14: Instagram vs Snapchat average monthly minutes per visitor 400 350 300 250 200 150 100 2/14 4/14 6/14 8/14 10/14 12/14 2/15 4/15 6/15 8/15 10/15 12/15 2/16 4/16 6/16 8/16 10/16 12/16 2/17 Snapchat Instagram Source: comScore Estimates vs Consensus Our 1Q revenue estimate of $163mn (down 1% q/q) is slightly above consensus at $158mn (down 5%), but we note the range of estimates is considerable ($130-196mn) and some checks suggest that Snap was aggressive with advertisers in 1Q. For the year, our $1.0bn revenue estimate is mostly in-line with the Street, as is our 2018 estimate at $2.1bn. We do not model positive adjusted EBITDA until 2Q19, and expect investors to focus mostly on user revenue trends. Table 24: Snap Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofA ML est. $163 $208 $1,007 $2,057 $3,719 Growth Y/Y% 320% 190% 149% 104% 81% Street $158 $206 $1,034 $2,032 $3,303 BofA ML vs Street Above Above Below Above Above EBITDA BofA ML est. -$168 -$158 -$580 -$335 $276 Street -$180 -$194 -$617 -$392 $80 BofA ML vs Street Above Above Above Above Above EPS BofA ML est. -$0.18 -$0.15 -$0.59 -$0.37 $0.12 Street -$0.21 -$0.13 -$0.57 -$0.33 $0.00 BofA ML vs Street Above Below Below Below Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Internet/e-Commerce | 06 April 2017 35 Our $25 PO is based on our DCF model as we do not expect the company to be profitable until mid- to late-2019 and any earnings-based valuation exercise would require discounting back future earnings. Our DCF assumes approximately $28bn revenue by 2027 based on 525mn DAUs and $50+ in ARPU. Our PO implies 15.5x EV / Revenue, above the peer group at 4x, as we believe Snap’s early stage of ad monetization and potential future leverage in the business model warrants a premium valuation multiple to the social media group. 36 Internet/e-Commerce | 06 April 2017 TripAdvisor (Underperform, $40 PO) Stock view: EBITDA under pressure, brand ad spend not in Street estimates yet 2016 was a re-platforming year, and with Instant Book fully rolled out globally, the company aims to re-educate visitors on its booking offering. However, we think most TripAdvisor visitors (399mn average monthly unique visitors in 2017 and 148mn average monthly hotel shoppers) still view the site as a review/research portal, and changing customer behavior will be quite difficult, particularly as we do not think TripAdvisor has clarified its value proposition for shoppers. While we think that TripAdvisor’s elevated marketing spend in 2017 will drive a rebound in traffic, we anticipate a poor ROI. Marketing expense continues to ramp as Instant Book rolls out, though traffic growth slows, implying more costly traffic acquisition. In 4Q’16, Sales & Marketing as a % of sales increased to 52.8% vs. 45.6% in 4Q’15, and we think TripAdvisor essentially bought desktop Hotel Shopper traffic, though likely at poor ROI. However, higher marketing spend in 2017 does not yet include potential for a likely return to expensive brand ad campaigns. In our brand ad spend scenario analysis, we expect still more downside to estimates (see Taking a look at TripAdvisor’s potential brand ad spend). The company is encouraged by Revenue per Hotel Shopper growth continuing to improve from down 21% y/y in 1Q. We expect growth continues its improvement trend in 2017. However, if monetization trends decelerate, earnings downside could be significant. We think it will be difficult for TripAdvisor’s Hotel revenue to return to growth next year, let alone double-digit y/y growth, given the mobile monetization headwinds. However, if the company invests heavily in traffic acquisition, particularly on higher monetizing desktop, revenue and traffic growth may reaccelerate meaningfully in 2017, though with ongoing pressure on margins. Chart 15: Quarterly revenue and Sales & Marketing per Hotel Shopper y/y growth Y/Y Growth 40% 30% 20% 10% 0% -10% -20% -30% Revenue per Hotel Shopper S&M per Hotel Shopper Source: BofA Merrill Lynch Global Research estimates, company report Key theme/metric(s) for 1Q: Update on ad spend targets, 2017 guidance TRIP’s outlook for 2017 is based on “prioritizing revenue growth as opposed to profit growth,” which implies far lower marketing return expectations. However, TRIP notes this expectation for marketing spend does not include potential for a return to brand marketing, which could be an incremental $50-70mn headwind in ’17, in our view. Biggest 1Q issues/risks: • Marketing spend: TripAdvisor has prioritized revenue growth at the expense of earnings, implying poor marketing ROI. The biggest issue facing TripAdvisor is if it decides to pursue an expensive brand/TV marketing campaign which would further drive further earnings downside. Internet/e-Commerce | 06 April 2017 37 • Instant Book impact: The Instant Book transition could impact meta rates and total monetization as more hotel shoppers flow through large OTA partners. • Hotel Shopper growth: Given elevated marketing spend, we expect to see a rebound in hotel shopper and hotel revenue growth. 4Q16 hotel shopper growth accelerated from 3% in 2Q-3Q16 to 8%. We expect hotel shopper growth to decelerate slightly to 6% in 1Q17 on a 200bps tougher y/y comp. 1Q traffic data points: comScore indicates solid mobile and PC user growth In the US, comScore reported quarter to date through February, average monthly unique visitors of 31mn on PC and 56mn on mobile, up 24% and up 3% y/y, respectively. TripAdvisor total minutes in 1Q through February is up 10%, with mobile minutes up 5% and PC minutes up 17%. In our view, TripAdvisor’s elevated marketing spend YTD likely targets higher monetizing PC traffic. Estimates vs. Consensus: Broadly in-line on Revenue, below on EBITDA/EPS Our 1Q revenue estimate of $379mn is broadly in line with the Street at $377mn. We are more cautious on EBITDA and EPS at $71mn/$0.23 vs. the Street at $76mn/$0.27. Table 25: TripAdvisor estimate summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est. $379 $432 $1,647 $1,794 $1,936 Growth Y/Y% 8% 10% 11% 9% 8% Street $377 $433 $1,649 $1,852 $2,095 BofAML vs. Street Above Below Below Below Below EBITDA BofAML est. $71 $88 $346 $403 $471 Street $76 $88 $339 $392 $530 BofAML vs. Street Below Above Above Above Below EPS BofAML est. $0.23 $0.31 $1.22 $1.57 $1.89 Street $0.27 $0.32 $1.23 $1.48 $2.28 BofAML vs. Street Below Below Below Above Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Our price objective of $40 is based on 25x our 2018 non-GAAP EPS estimate. This multiple represents a modest premium to the group for possibly depressed margins and potential for re-accelerating top-line growth. 38 Internet/e-Commerce | 06 April 2017 Trivago (Buy, $15 PO) Stock view: Advertising continues to drive growth engine Trivago’s 4Q revenue and EBITDA results highlight the company’s rapid revenue growth and potential for solid profitability. Though there are concerns over the company’s large marketing spend (80-85% of revenue), we think the Street will view Trivago’s results positively given continued revenue ramp while also achieving profitability. The stock remains highly volatile given the limited float. Commentary during 4Q’16 earnings from Trivago’s key customers Expedia and Priceline (as well as from TripAdvisor) indicated that paid traffic has been growing faster than free traffic, and that companies in the sector planned to ramp ad spend to drive continued traffic growth, which is a positive for Trivago. Trivago has best-in-class revenue growth, with 2017 revenue growth expected at 47% (vs. guidance of 45%+), led by 50% qualified referral growth. We also expect Trivago will become more efficient with advertising and start to reap the benefits of past brand advertising, with return on advertising spend (ROAS) improving across regions in 2017, a key driver of modestly improving EBITDA margin from 3.7% in 2016 to 3.9% in 2017. The company remains in growth mode, led by click revenue growth in ROW and Americas regions, as Trivago is driving brand awareness outside its key European foothold through aggressive brand marketing. The company is adding qualified referrals at an accelerating rate as it expands beyond its core Developed Europe markets and penetrates new markets. We think the company has significant runway for growth and can sustain 30%+ revenue growth through the end of the decade. As the business matures in its new Americas and ROW markets, we expect a better balance between profit and growth. We think EBITDA margins should accelerate as the company leverages ‘16 and ‘17 marketing spend, with greater uplift in ‘18. Key theme/metric(s) for 1Q: Qualified referral growth We forecast 56% qualified referral growth in 1Q (920bps deceleration on 730bps tougher y/y comp), led by 38% y/y growth in Developed Europe, 48% in Americas, and 110% in ROW. We expect continued robust marketing spend will drive user growth. Biggest 1Q issues/risks: • Weak return on advertising spend (ROAS) may be an earnings headwind. Competition in the company’s advertising channels may result in lower ROI trends. The company may also see less efficient advertising in newer, less mature markets. • A positive update to 2017 guidance may be expected. Trivago currently expects total revenue growth of 45%+ and adjusted EBITDA margin is guided to flat to slightly up vs. 2016’s 3.7%. Estimates vs. Consensus: Expect revenue in-line vs. the Street, EBITDA ahead For 1Q, we expect revenue/EBITDA of €241mn/(€12mn) vs. the Street at €241mn/(€10mn). We expect 2017 and 2018 revenue and EBITDA to come above the Street and expect there is room for upside to management’s 2017 revenue growth and EBITDA margin guidance. Table 26: Trivago Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est. €241 €281 €1,105 €1,498 €1,984 Growth Y/Y% 52% 57% 47% 36% 32% Street €241 €270 €1,088 €1,497 €2,035 BofAML est. vs. Street Below Above Above Above Below EBITDA BofAML est. €12 €6 €44 €127 €262 Street €10 €6 €40 €98 €197 BofAML est. vs. Street Above Below Above Above Above EPS Internet/e-Commerce | 06 April 2017 39 Table 26: Trivago Estimate Summary 1Q17 2Q17 2017 2018 2019 BofAML est. €0.02 €0.00 €0.05 €0.22 €0.48 Street €0.02 €0.01 €0.06 €0.15 €0.32 BofAML est. vs. Street Above Below Below Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO of $15 is based on a 3.5x 2018E EV/Sales multiple. We note that 3.5x is roughly in line with the lead generation peer group average 2018E EV/Sales multiple. We think our EV/Sales multiple is warranted as a balance between Trivago’s higher growth and lower profitability. Our price objective is supported by our DCF analysis. 40 Internet/e-Commerce | 06 April 2017 Wayfair (Neutral, $44 PO) Stock view: Timeline on profitability still an issue, but comps ease in 2Q’17 Wayfair’s two issues have been deceleration in U.S. revenue growth and negative operating margins as the company continues to aggressively invest in logistics, international expansion, marketing, and new categories. 1Q customer and order growth comps remain tough, which was one of the drivers of revenue growth guidance below expectations. Wayfair also attributed weak guidance to caution on the retail environment and added investment. Growth comps ease in 2Q/3Q, and there is potential for more stable growth in 2Q guidance to drive improving investor sentiment. As for margins, management guided to EBITDA margin of (3.5%)-(3.8%), a deceleration from (2.8%) in 1Q’16 due to a lower opex absorption in the quarter on seasonally lower sales. The US is expected to swing back to EBITDA losses in 1Q’17, while Intl losses are expected to remain steady. We forecast EBITDA margin of (2.4%), with (0.2%) EBITDA margin in the US and (19.0%) margin in International. The company continues to expect little to no ad spend leverage given increase International ad spend. Management historically builds conservativism into its guidance and, until last year, had a track record of beating the upper end of its sales outlook by ~10%. Recently, revenue has been by a low-single digit percentage. Our above consensus 1Q revenue forecast implies 1% upside to the high end of the guidance range, in line with the trend over the past 3 quarters. We think investors expect sales growth above the guidance range as well. Table 27: Revenue and EBITDA Guidance vs. Actuals 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 1Q17E Revenue - High End of Guidance $370,000 $390,000 $440,000 $525,000 $665,000 $700,000 $785,000 $850,000 $960,000 $930,000 Revenue Actual $408,619 $424,371 $491,752 $593,972 739,790 747,348 786,928 861,525 984,559 943,626** Revenue Upside $38,619 $34,371 $51,752 $68,972 $74,790 $47,348 $1,928 $11,525 $24,559 $13,626 Revenue % Upside 10% 9% 12% 13% 11% 7% 0% 1% 3% 1% EBITDA - High End of Guidance % -4.5% -3.5% -2.5% -0.8% -0.8% -3.0% -3.2% -4.3% -2.8% -3.5% EBITDA - High End of Guidance ($16,650) ($13,650) ($11,000) ($3,938) ($4,988) ($21,000) ($25,120) ($36,125) ($26,400) ($32,550) EBITDA Actual ($7,218) ($12,340) ($4,972) ($1,445) $2,828 ($20,960) ($24,857) ($30,849) ($12,026) ($22,463)** EBITDA Upside $9,432 $1,310 $6,028 $2,493 $7,816 $40 $263 $5,276 $14,374 $10,087 Source: BofA Merrill Lynch Global Research, Wayfair Note: * 1Q17E Actuals are current BofA Merrill Lynch forecasts Over the past two quarters, Wayfair has expressed caution on the macro environment, though this proved to be somewhat unwarranted in 4Q. According to February 2017 aggregated BAC credit and debit card data, furniture sales were up 1.3% (down 0.4% on rolling 3-month m/m basis), while home goods were down 1.2% y/y and flat on a rolling 3 month m/m basis. Please see the BofA Merrill Lynch US Economics team’s report for additional commentary on broader retail trends and a detailed explanation of the methodology and limitations in connection with BAC data. Williams-Sonoma reported disappointing 4Q earnings (March 15 th report) and provided modest 1Q guidance that the BofA Merrill Lynch Hardline Retail team called “a little rich,” though it is difficult to tell if weak trends are the result of secular home goods weakness or the disruptive impact of eCommerce players like Wayfair. Key theme/metric(s) for 1Q: 2Q revenue guidance on easier y/y comps 1Q revenue guidance was a disappointment, though comps ease in 2Q’17, and opportunity for more stable US growth could aid stock sentiment. Customer growth in 2Q has a 400bps easier y/y comp vs 1Q17, while order growth has a 1700bps easier y/y comp. Overall, revenue growth faces a 1600bps easier y/y comp. and would expect guidance anywhere near the Street’s 2Q estimate at 25% y/y growth to be viewed positively given several quarters of guidance below street estimates. Internet/e-Commerce | 06 April 2017 41 Biggest 1Q issues/risks: • Commentary on US customer trends, particularly repeat rates and unit economics (customer acquisition costs). • AOV trends given street concerns that some customer metrics are benefitting from purchase of lower value items. • Progress with International investments, especially early results from ad spending in UK, Canada, and Germany. 1Q data points indicate mixed traffic trends US data indicates that Wayfair PC minutes growth increased 17% y/y in 1Q through February vs. 14% y/y growth in 4Q’16. Wayfair mobile minutes have decreased 24% y/y through February in 1Q vs. up 3% y/y in 4Q’16. US PC user growth decreased 16% y/y in 1Q through February, vs. 4Q at -25% y/y. Wayfair mobile user growth increased 2% y/y in 1Q through February vs. 16% y/y in 4Q. Estimates vs. Consensus: Expect revenue and EPS upside vs. the Street For 1Q, we expect revenue/EBITDA of $944mn/($22mn) vs. the Street at $933mn/($32mn). Total revenue guidance of $905-930mn implies 2-year stacked growth of 97-101% vs. 121% in 2016, which seems conservative. We expect the company’s revenue to come in above the high end of the sales outlook as Direct Revenue sales were up 30% quarter to date (through nearly 2 months of 1Q’17). Our 1Q revenue growth forecast is based on 48% y/y customer growth (up 9% q/q) and 42% order growth (down 10% q/q). Wayfair expects EBITDA margin of (3.5%)-(3.8%) due to a lower opex absorption in the quarter on seasonally lower sales. The company continues to expect little to no ad spend leverage given increase International ad spend. Table 28: Wayfair Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est. $944 $980 $4,169 $5,019 $5,872 Growth Y/Y% 26% 25% 23% 20% 17% Street $933 $987 $4,237 $5,258 $6,585 BofAML vs. Street Above Below Below Below Below EBITDA BofAML est. -$22 -$19 -$48 $10 $64 Street -$32 -$20 -$59 $23 $134 BofAML vs. Street Above Above Above Below Below EPS BofAML est. ($0.49) ($0.46) ($1.55) ($1.00) ($0.47) Street ($0.60) ($0.45) ($1.65) ($0.94) $0.04 BofAML vs. Street Above Below Above Below Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO of $44 is based on 0.7x 2018E EV/sales. We continue to focus on EV/Sales given Wayfair’s lack of profitability due to US fulfilment investment and Intl. expansion. Our 0.7x target multiple is a discount to Wayfair’s eCommerce comp group at 1.3x and at a modest discount to a retail peer comp group at 0.8x. We think the multiple is appropriate given strong revenue growth vs. peers, balanced by lower profitability. 42 Internet/e-Commerce | 06 April 2017 Twitter (Underperform, $14.50) Stock view: Engagement could be improving, but still trailing peers On positive note, DAU growth, tweet impressions, and time spent growth have all been accelerating, and we won’t be surprised if most metrics show stable growth in 1Q17 given event activity (political, sports, awards shows) in 1Q. However, the NFL season is over, the election surprise is slowing fading, competitive pressure is rising (particularly Instagram), and new monetization initiatives will take time, so we are more cautious on 2Q. The high level of executive churn also raises an element of strategic uncertainty that could continue to weigh on sentiment. While it’s possible Twitter could see moderate residual benefit from recent YouTube/Google Display Network boycotts, we continue to believe MAU growth acceleration is key to improving sentiment, and we continue to expect other platforms to grow much faster. The biggest upside driver for 1Q could be conservative guidance, which implied revenues would be down 17% y/y at the midpoint in 1Q. Longer-term, our primary concerns are user growth, rising competition in video, and lack of positive advertiser feedback. Despite execution on the live streaming initiative in 2016, MAU impact was underwhelming and we see risk of rising costs and/or content loss in 2017. At this point, it’s unclear how aggressively management will push live streaming in 2017, and early exploration of potential subscription revenue streams (enhanced Tweetdeck offering beta) could suggest potential strategic shifts. On the advertiser side, we are still hearing limited traction with Twitter’s ad platform changes and ROI measurement, and it seems experimental dollars are being moved to Snap. The biggest risk to our Underperform rating, in our view, is the underlying value of the Twitter platform for users and potential Artificial Intelligence (AI) signals. We remain on the sideline for now, with ever-present M&A potential providing some element of a floor to the stock. We think 3x 2017 revenues plus cash ($12/share in total) is a valuation an acquirer could see as very reasonable given stabilizing DAU trends and value of Twitter data. Key theme/metric(s) for 1Q: Mgmt focus on engagement, investors on users MAU growth likely remains the primary focus in terms of metrics investors consider. While DAU growth could continue to growth at high single digits, we do not see much upside potential to low single digit MAU growth (we model 322mn, 4% y/y), which lags in comparison to Facebook’s recent17% y/y growth. We expect engagement metrics in general (tweet impressions, DAU growth, time spent) to be solid, though it’s possible lack of NFL and fading US election catalysts could have some negative effect. In terms of monetization, our ARPU estimate for $1.67 implies a 14% y/y decline, which reflects both weaker Twitter pricing trends and potential competitive pricing pressures. Biggest 1Q issues/risks: • MAU growth could slip: We model 4% y/y MAU growth to 322mn, but fading NFL and election tailwinds could lead to weaker user growth trends in 2Q. • Competition could impact pricing: Management noted elevated competition in mid-January (shortly after Snap’s ad API update), which may have continued throughout the quarter and impacted pricing more than anticipated. • Live streaming pipeline in question: Amazon recently announced a deal with the NFL to steam game content, replacing Twitter. • Ad product wind-down could impact revenue: Management indicated that it is reevaluating lower return ad formats, and a decision to wind down certain formats (like direct response, promoted tweets) could further impact 2Q guidance. Internet/e-Commerce | 06 April 2017 43 Top 1Q data points comScore mobile data indicated US monthly active users were up 2% y/y and down 4% q/q (down 3mn q/q), versus our estimate for +4% y/y, +1% q/q. Total minutes for 1Q17 (2-mo. data) are tracking down 18% y/y, with mobile down 18% and desktop down 23%. Mobile minutes have averaged a 20% y/y decline for the last 4 months. Estimates vs Consensus Our 1Q17 rev/EPS estimates for $535mn/$0.03 are slightly above the Street and above the implied midpoint of management’s guidance (based on EBITDA and EBITDA margin outlook). Despite our near-term concerns, we believe the outlook was sufficiently conservative. That said, we see risk to current consensus estimates for the year, and we are below Street revenue at $2.3bn for 2017 vs consensus at $2.35bn, though slightly ahead on EBITDA on more moderate cost assumptions. Our 2017 estimates assume a conservative 4% MAU growth for the year. Table 29: Twitter Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. $535 $544 $2,301 $2,339 Growth Y/Y% -10% -10% -9% 2% Street $510 $548 $2,352 $2,496 BofA ML vs Street Above Below Below Below EBITDA BofA ML est. $120 $152 $639 $689 Street $94 $135 $564 $650 BofA ML vs Street Above Above Above Above EPS BofA ML est. $0.03 $0.08 $0.33 $0.34 Street $0.01 $0.06 $0.27 $0.37 BofA ML vs Street Above Above Above Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Our $14.50 price objective is based on 12x our 2018 EBITDA estimate, which reflects a discount to the online media group (13x). We believe the Twitter platform has slowing user and revenue growth and as such, we expect the stock to trade at a sustained discount to online media peers, with potential M&A adding some offsetting downside support. 44 Internet/e-Commerce | 06 April 2017 Yelp (Neutral, $43 PO) Stock view: Likely to be some improvement vs last quarter Yelp is coming off of a quarter with decelerating app unique devices, weak new customer adds, and decelerating sales force growth, and it seems likely that one or two of these metrics will improve. The tone at our recent investor meetings with the CFO seem to suggest that 4Q issues did not signal a break in the model (see On the road with Yelp), and we expect an improvement q/q customer adds. We think the company should be able achieve Street 1Q revenue and EBITDA estimates, though we won’t be surprised to see the 2Q17 outlook come in slightly below current Street estimates. For the full year outlook, while we believe the implied expense growth in the 2017 outlook is somewhat conservative, management appears focused on investing in the business for now and we think upside is more likely to come in 2Q or 3Q. Overall, we remain somewhat cautious on the stock given potential revenue deceleration due to tough comps and a deceleration in sales force growth. On the cost front, management has been clear in its intention to invest in performance marketing, which could take time to bear fruit. In addition, we believe sales force growth to stabilize/increase going forward, which would seem to suggest potential cost headwinds relative to recent quarters. Finally, while we don’t have the specific financials, the addition of Nowait ($40mn acquisition closed 2/28) likely encompasses a moderate bump up in opex with limited revenue to offset. As we look ahead, we are encouraged with the three transitions within company and we will be looking for progress on the following on the call. The first is connections between consumers and businesses on Yelp through clicks, reservation services, ordering, and Request a Quote. The second is a ramp up in performance marketing as users engage in more measurable events. The third is new customer acquisition via alternative channels, including national customers from outside sales alongside selfserve customers via online channels. Key theme/metric(s) for 1Q: new account adds, app unique devices growth Given the miss last quarter and pressure on sales force headcount, local advertising accounts will be important gauge of overall execution. Other key metrics include app unique devices growth, which has been decelerating since mid-2015 from 51% y/y to 20% in 4Q16. Performance marketing could reverse the trend, but it could take some time. Finally, while management continues to highlight a decoupling of sales force growth and topline trends, investors still pay attention to overall sales force growth, particularly given the three consecutive quarters of deceleration from 44% y/y (1Q16) to 11% y/y (4Q17). Management has indicated that sales force growth in 2017 should be in the double digits. Table 30: Key 1Q metrics Metrics 4Q16A 1Q17E 2Q17E Claimed Local Business 3,363 3,552 3,727 y/y Growth 27% 25% 24% Local Advertising Accounts 138 142 150 y/y Growth 24% 17% 17% Reviews 121,022 127,135 133,635 y/y Growth 27% 25% 23% Source: BofA Merrill Lynch Global Research, company reports Biggest 1Q issues/risks: • Local revenue deceleration: We assume 750bps of y/y growth deceleration in 1Q17 vs 4Q16. Internet/e-Commerce | 06 April 2017 45 • Metrics could remain under pressure: Investors likely will look for stabilization in key metrics such as app unique devices growth and local ad account growth, but it could take time for incremental marketing and sales investments to bear fruit. • Stock comp could create overhang: With Alphabet’s decision to only report GAAP profits, Yelp’s high stock comp (67% of 2017E EBITDA) could create overhang to the valuation. Leading indicator data points: Salesforce growth decelerating While it possible that Yelp sees improving productivity per salesperson, and the mix shift to national and self-serve reduces reliance on direct sales, the deceleration in salesforce headcount is a negative leading indicator for revenues. Chart 16: Salesforce growth versus local advertising revenue growth 80% 70% 60% 50% 40% 30% 20% 10% 0% 1Q14A 2Q14A 3Q14A 4Q14A 1Q15A 2Q15A 3Q15A 4Q15A 1Q16A 2Q16A 3Q16A 4Q16 1Q17E 2Q17E 3Q17E Salesforce y/y % Salesforce y/y % ( 2-qtr shift) Local ad rev y/y % Source: Company, BofA Merrill Lynch Global Research Accrued sales bonus and commissions tracking lower We note that 4Q accrued bonuses and commissions are down y/y and reflect only 0.3% of NTM revenue, which would be the lowest ratio seen in recent years. Even on an absolute basis, the total accrued bonuses and commissions of $3.1mn is the lowest since mid-2013. While this is likely due in part to gains in self-serve and perhaps increased sales focus on National accounts, the change is noteworthy, in our view. Chart 17: Accrued bonuses and commissions as a % of NTM revenue 1.2% 1.0% 0.8% 3-year avg: 0.76 0.6% 0.4% 0.2% 0.0% Source: Company, BofA Merrill Lynch Global Research 46 Internet/e-Commerce | 06 April 2017 In addition, the y/y change in commissions expense disclosed in company filings continued a downward trend to negative territory. Over the course of 2016, the number has gone from +$5.7mn in 1Q16, to +$2.4mn in 2Q16, to +$1.4mn in 3Q16, to down $1.7mn in 4Q16. We also consider comScore mobile data, which indicated that US monthly active users were up 2% y/y (2-months data) while desktop monthly active users were down 14% y/y. This reflects a moderate deceleration in mobile from 4Q (+4%) and slightly lower declines in desktop (4Q at -16%). Total QTD US minutes are down 6% y/y for mobile (vs +4% in 4Q), though App minutes were flat, and desktop was up 6% y/y (vs +1% in 4Q). The somewhat weaker mobile minutes trend is notable, particularly the lack of growth in Estimates vs Consensus Our revenue and EBITDA estimates are slightly above consensus for both 1Q17 and 2Q17, as well as for 2017 and 2018. We expect local ad revenue to grow 28% y/y in 1Q (vs 36% in 4Q) and transaction revenue to grow 17.5% (vs 19% in 4Q). Our 2017 estimates are near the high end of management’s 2017 outlook, and we would expect any upside potential to likely surface in the latter half of the year. Table 31: Yelp Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $201 $218 $895 $1,082 Growth Y/Y% 26% 26% 26% 21% Street $198 $215 $889 $1,068 BofAML vs. Street Above Above Above Above EBITDA BofAML est. $31 $40 $166 $221 Street $27 $37 $161 $217 BofAML vs. Street Above Above Above Above EPS BofAML est. $0.18 $0.24 $0.99 $1.28 Street $0.16 $0.25 $1.04 $1.45 BofAML vs. Street Above Below Below Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 We are more constructive on the stock given more negative sentiment and recent selloff, but maintain our Neutral rating given the decelerating sales leading indicator metrics and tougher revenue comps. Our $43 price objective is based on 14x 2018E EV/EBITDA, slightly above online media comps, which we believe is warranted given the higher margin potential in the model. We believe our multiple balances premium growth vs peers with medium-term concerns on competition and limited GAAP profitability. We believe the slight premium valuation is sustainable if the company can continue to deliver 20%+ y/y topline growth, which would be above the advertising industry. Internet/e-Commerce | 06 April 2017 47 Zillow (Buy, $42 PO) Stock view: controversy sounding the mortgage business While we still expect Zillow’s core business to have a solid quarter on product improvements, the self-serve platform, and its recent Seller Boost product, the controversy surrounding Zillow’s mortgage business (which potentially has implications for Zillow’s core business and the retail estate industry) has been a key recent driver of the stock. The Consumer Financial Protection Bureau (CFPB) has indicated that it views Zillow’s mortgage referral system as potentially violating parts of the Real Estate Settlement Procedures Act (RESPA). RESPA (Real Estate Settlement Procedures Act) is an act designed to product potential homeowners by outlawing kickback and referral fees from real estate services, particularly in relation to mortgage brokers who often receive referrals from real estate agents. Since Zillow’s mortgage referrals involve a pre-application and a referral directly to a mortgage agent that than a larger entity like a bank, this could be violating the act. Mortgage brokers often fund some of the real estate agents online advertising expenses and a crackdown on mortgage agents could potentially hurt real estate agents ability to spend dollars on Zillow. For now it is too early to say how this will develop as there are conflicting views for and against this view with the CFPB not releasing an official stance, but we expect this to be a near term overhang on the stock until a clear view of the CFPB’s view and intentions unfold. While a contentious issue, mortgage revenue is still only 8% of total revenue and even a cut back would have a minimal impact to overall revenue growth. As for the impact on real estate agent spend on Zillow, we believe at with only roughly 5% penetration into real estate agents online spend Zillow has plenty of room to grow the core business and the high ROI of the ad unit will ensure agents buy placements on Zillow regardless of mortgage broker involvement and continue to like the stock. Key theme/metric(s) for 1Q: Mortgage requests and revenue per loan With the controversy surrounding the mortgage business, we think investors will be extra focused on the mortgage unit and focus on the mortgage revenue per loan request and consumer load requests. Zillow will be releasing new metrics this quarter to replace ARPA and premier agent count, but has yet to indicate what those metrics will be. Key topics for the call will likely include: 1) mortgage business outlook; 2) premier agent advertising spend; 3) rentals business; and 4) progress on FY17 goals. Biggest 1Q issues/risks: • If the CFPB decides Zillow violates RESPA, Zillow could face fines and have to retool its mortgage platform. • New metrics for FY17 could give less visibility into the business as a whole. • Slower than expected penetration of self-service platform leading to increased S&M costs. • Potential for a weak 2Q guide if mortgage issues overhang the business as a whole. Top 1Q traffic data points: comScore suggests usage up in 1Q comScore desktop data suggests that unique visitors were down 5% quarter to date (Jan. and Feb.) while usage was up 2% QTD. However, on mobile, comScore data suggests usage is up 14% y/y on a bigger unique visitor base to 62mn unique users and usage was up 7%. We note comScore has made several methodology changes which has impacted the consistency of recent months data. Estimates vs. Consensus: We are above the Street Over rev/EBITDA estimates of $239mn/$40mn is above the Street at $236mn/$39mn. We estimate that ARPA will be up 29% y/y to $629 and premier agent subscribers will be flat y/y at 91.9K. Overall, we estimate 28% y/y growth, but note that the mortgage issues could potentially impact revenue. For rentals and other we estimate $32mn in revenue, up 75% y/y. 48 Internet/e-Commerce | 06 April 2017 Table 32: Zillow estimate summary 1Q17 2Q17 2017 2018 Revenue BofAML est. $239 $261 $1,062 $1,307 Growth Y/Y% 25% 23% Street $236 $257 $1,048 $1,258 BofAML vs. Street Above Above Above Above EBITDA BofAML est. $40 $51 $215 $313 Street $39 $46 $211 $298 BofAML vs. Street Above Above Above Above EPS BofAML est. $0.06 $0.11 $0.48 $0.89 Street $0.05 $0.07 $0.44 $0.80 BofAML vs. Street Above Above Above Above Source: BofA Merrill Lynch Global Research estimates Zillow has effectively captured the online U.S. real estate market, allowing them to accelerate monetization and access to a large TAM with $87bn in total real estate commissions paid in 2016 and Zillow powering just 5% of the commissions through its Premier Agent platform. Although there is potential for the mortgage business to create a headwind if the CFPB issued a negative ruling against Zillow, we still like the stock into the quarter, as we prefer business with minimal competition, and believe that the high ROI of the real estate premium platform to real estate agents will ensure agents buy placements on Zillow regardless of mortgage broker involvement. We maintain our $42 PO based on a 6x our 2018E EV/Sales and supported by our DCF valuation. Our multiple is roughly in-line for online real estate lead generation sites in other countries operating in developed countries. Internet/e-Commerce | 06 April 2017 49 Zynga (Underperform, $2.70) Stock view: Live events can improve franchises, but still need new titles Zynga launched Dawn of Titans end of 4Q, and although it progressed into the top 20 grossing games in the U.S. Apple store, it has fallen out of the top 100 at some points during the quarter suggesting that its overall revenue contribution has been fairly low. While this is somewhat disappointing, we think investor expectations for the game are now at reasonable (lower) levels. Instead of big new title launches, Zynga has indicated it is focused on strengthening its current franchises with better engagement and monetization through live events and new features, and progress in this area is key for the 2017 stock outlook. Zynga Poker (up roughly 80% y/y YTD) appears to be benefiting from the focus on engagement and live events with much stronger monetization, which could offset declines in other titles. Overall, we think it could be hard to get the Street excited on the stock without a strong future title that could drive more than single digit growth. Key theme/metric(s): DAUs, and live events impact on DAU trends After launching 10 new games in 2016, Zynga is focusing more heavily on live events to drive engagement with in franchises rather than launching additional titles. This should, if successful, translate into better DAU metrics as consumer engage with a title more often. With Dawn of Titan likely coming below Street expectations, stronger engagement will be necessarily for Zynga to drive a stronger DAU base. For the quarter, we model 17.9mn online game DAUs for 1Q, down slightly q/q, and down 6% y/y. Biggest issues/risks: • Dawn of Titans revenues: Zynga spend several years developing the game and lack of title success could impact sentiment. • Expense leverage and cost-cutting benefits do not materialize: Zynga plans to further improve operational efficiency and potentially cut non-profitable franchises, but this may be hard to do without impacting long term growth opportunities. • Lack of new releases: Zynga gave no indication of when it will release its next title leaving current franchises to carry revenue and earnings. Top data points: Zynga game bookings tracking in-line to slightly below est. Zynga’s largest revenue generating franchises, Zynga Poker was up significantly in 1Q. Zynga Poker appears to be benefiting from live events and is tracking up roughly 89% QTD. Combined slots titles appear a bit more challenged with total revenue down 30% QTD y/y, in part due to lower monetization on Wizard of Oz slots which is tracking down in gross gaming rankings. Overall, QTD (January and February) Zynga online game bookings (ex-ad revenue) is tracking up 7% y/y vs our 1Q est. of bookings up 9% y/y. Chart 18: Zynga Poker y/y revenue growth 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Source: Superdata Research, BofA Merrill Lynch Global Research Chart 19: Zynga slots y/y revenue growth 60% 50% 40% 30% 20% 10% 0% -10% -20% -30% -40% Source: BofA Merrill Lynch Global Research estimates, company report 50 Internet/e-Commerce | 06 April 2017 Estimates vs. Consensus: Mostly inline to the Street We are slightly above the street on revenue at $189mn vs. $188mn, but in-line on EBITDA at $20mn. Cost cutting could improve EBITDA and Zynga has restructured some of its workforce and is focusing on driving more engagement with live events in its game franchises. For 2017, we are below the Street on revenue at $779mn vs. $805mn, but above on EBITDA at $101mn vs $99mn. Table 33: Zynga Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. $189 $196 $779 $786 Growth Y/Y% 41% 41% 5% 1% Street BofA ML vs Street $188 Above $200 Below $805 Below $875 Below EBITDA BofA ML est. Street $20 $20 $20 $24 $101 $99 $106 $122 BofA ML vs Street Above Below Above Below EPS BofA ML est. $0.01 $0.01 $0.05 $0.06 Street $0.02 $0.02 $0.07 $0.08 BofA ML vs Street Below Below Below Below Source: BofA Merrill Lynch Global Research estimates, company report Zynga is improving profitability while engaging players better with live services but we remain cautious on the company’s ability to materially grow its audience and still favor the console gaming group. Zynga should have downside support given roughly $1.50 in cash and assets and strategic franchise value (we estimate Poker/Slots generates over $250mn+ in revenue annually). Our $2.70 PO is based on 11x 2018E EBITDA (which is a premium to the Mobile gaming peer group due to margin expansion potential), plus $1.41/share in cash and assets (building). Internet/e-Commerce | 06 April 2017 51 Company referenced Ticker Price Alphabet A GOOGL 848.91 Alphabet C GOOG 831.41 Amazon.com AMZN 909.28 Bankrate RATE 9.75 Care.com CRCM 11.68 eBay EBAY 33.81 Expedia EXPE 124.97 Facebook FB 141.85 Fitbit FIT 5.71 GrubHub GRUB 33.27 LendingTree TREE 117.8 Match Group MTCH 16.45 Netflix nflx 143.62 ONDK ONDK 4.62 Pandora P 11.82 priceline.com PCLN 1761.77 Quotient QUOT 9.4 Snap SNAP 20.7 TripAdvisor TRIP 41.76 Trivago TRVG 12.81 Twitter TWTR 14.53 Wayfair W 40.21 Yahoo! YHOO 46.38 Yelp YELP 33.22 Zillow A ZG 33.49 Zillow C Z 33.47 ZYNGA ZNGA 2.78 Source: BofA Merrill Lynch Global Research, Prices as of 5 April 2017 52 Internet/e-Commerce | 06 April 2017 Price objective basis & risk Alphabet (GOOGL / GOOG) Our price objective is $1025/$1025, representing 17x our core 2018 Google non-GAAP EPS estimate (excluding non-Google losses), plus $118/share in cash, or 21x core Google GAAP EPS plus cash. Alphabet has traded at 12-24x forward P/E over the last five years and we think our 17x multiple is reasonable given shareholder friendly actions that include the non-core revenue and operating loss disclosures, and stock buybacks. Downside risks to our PO are: 1) Search revenue growth decelerates faster than anticipated due to market maturity, 2) mobile transition drives negative search behavior changes, 3) revenue growth pressure from competitor initiatives, 4) margins disappoint due to revenue mix and investment initiatives, and 5) negative regulatory changes, including EU antitrust. The stock has been subject to heavy volatility in the past based on revenue growth and margin trends and this volatility could increase if economic conditions deteriorate. Amazon.com (AMZN) Our PO of $1,100 is based on our SOP that values AWS at $127bn or $259 per share and the retail business at $413bn or $841 per share. Our 5.5x AWS multiple is a modest premium to the software/SaaS comp group at 5.0x on 2018 sales, and 0.9x multiple is a premium to a retail general merchandise comp group at 0.7x. We think the premiums are warranted given share gains and superior growth. Our $1,100 price objective implies 2.8x 2018E Price/Sales, a multiple above the high end of Amazon’s historical range of 1.0-2.5x. We argue the historical P/S multiple should increase given positive 3rd party sales (3P) that is reported on a net basis, a higher AWS revenue contribution, and record gross profit margins. Downside risks to our price objective are a consumer spending slowdown, rich P/E multiple, margin or growth pressure from the digitization of media, more aggressive offline competition, hardware strategy, AWS investments and/or price cuts, Prime Instant Video content costs, and decelerating growth. The stock has been subject to heavy volatility in the past, based on margin trends, and this volatility could increase due to economic uncertainty. Bankrate (RATE) Our $13 price objective is based on 9x our 2018E EV/EBITDA, a slight discount to the online lead-gen and marketplace peer group average of 11x. We believe it is reasonable for RATE to trade at a slight discount given RATE’s recent challenges to both growth and margins and its position as a turnaround in the space. Downside risks to our PO are: 1) limited visibility into intra-quarter trends, 2) stock dependent on economic outlook, 3) card issuer spending is volatile and the turnaround is short lived, 4) slower growth in personal loans than expected, 5) higher than expected marketing spending to drive traffic to Bankrate sites, resulting in lower margins, 6) Google changes have a negative impact on marketing margins and EPS, 7) competition with other consumer finance sites, and 8) a large acquisition. Care.com (CRCM) Our $9 price objective is based on 1.3x 2018E EV/Sales or 10x 2018E EV/EBITDA, in line with small cap ecommerce and subscription peers. Care.com has category leadership and a large TAM, but we do not believe 7% 2-yr expected revenue growth warrants a premium to peers. At the same time, we believe that the Google Capital investment could provide some downside support on take-out potential. Downside risks to our PO are 1) need to add more customers each year to grow given high churn, 2) competition from SitterCity and Homestead, and 3) new care offerings Internet/e-Commerce | 06 April 2017 53 (mobile apps, premium nanny, date night payment services etc.) may not see much traction, 4) lower conversion rates on mobile, 5) mobile conversions with 30% fee to Apple and Google Play marketplaces could negatively impact margins, and 6) international expansion may not be successful given different demographics. Upside risks to our PO are 1) lower marketing spend resulting in higher margins and better leverage in 2016, 2) revenue upside from cross-selling and word of mouth, 3) increase length of stay for paid subscribers, reducing churn, and 4) traction from new care offerings, Care at Work, and international expansion. eBay (EBAY) Our $38 price objective is based on 17x our 2018E EPS. Our 17x P/E multiple is slightly ahead of the retail comp group average of about 16x, reflecting eBay’s potential for a Marketplace growth acceleration in 2017. Risks to our price objective are: 1) competition from Amazon and other new Marketplaces in the U.S., competition from Amazon, Alibaba and local incumbents in International markets, and competition from multi-channel retailers that are aggressively investing in the online channel, 2) vulnerability to future Google algorithm changes, 3) decelerating user growth, resulting in eCommerce market share losses, and 4) currency risk including FX volatility impact on cross border trade. The stock has been subject to heavy volatility in the past based on GMV growth and market share trends and this volatility could increase due to economic uncertainty. Expedia (EXPE) Our $146 price objective is based on our sum of the parts (SOP) that assumes 9x 2018E EBITDA for the core OTA business (a discount to Priceline at approx. 15x due to slower organic growth and higher taxes on earnings), 8x 2018E EBITDA for Egencia (we expect single digit growth), 60% ownership of Trivago (using our PO), and HomeAway at 15x 2018 EV/EBITDA. Downside risks to our PO are: 1) economic downturn leading to fewer travel bookings, 2) competition for European traffic lowering the company’s growth or margin opportunity, 3) hotels favoring lower-cost alternative distribution channels and limiting Expedia’s access to inventory, 4) Google and/or TripAdvisor disintermediation, and 5) the negative impact of terrorism and disease on global travel trends. Facebook (FB) Our $165 price objective is based on 24x our non-GAAP 2018E EPS and 27x GAAP EPS, multiples equal to about 1x 2018E revenue growth, mostly in-line with its social and online media peers. Risks are: 1) high valuation that discounts strong growth, 2) changes in user engagement impacts optimism on revenue opportunities and compresses the stock multiple, 3) privacy issues or pushback on Facebook’s policy changes impact revenue generation, 4) risks to executing Messenger & WhatsApp monetization, 5) potential for higher investment to negatively impact margins, and 6) a macroeconomic impact on advertising pricing. Fitbit (FIT) Our $6.50 price objective is based on 0.5x EV/S multiple which is below the device manufacturer peer group at 1.8x, but justified in our view given declining revenue and profitability, FCF burn, market saturation, and limited visibility into the next product cycle. Upside risks are: 1) international product launches and expansion, 2) higher-thanexpected ASPs, 3) new product launches domestically, 4) slower-than-expected OpEx ramp, 5) software monetization and 6) corporate wellness program growth. 54 Internet/e-Commerce | 06 April 2017 Downside risks are: 1) integration risk from smartwatches and other wearables cannibalizing the fitness tracker market, 2) fad risk, as fitness trackers could be simply a fitness fad with consumers, 3) competitive risk from competitors out-innovating, and 4) execution risk on channel build and inventory management. GoPro (GPRO) Our $8 price objective is based on 10x our 2018E EBITDA, in line with the peer average of 10x, which we believe is appropriate given its slightly higher growth and potential for EBITDA margin expansion after restructuring. GoPro is the leading action camera company in the world but has been challenged by execution issues limiting its ability to drive strong product cycles. Downside risks to our PO are: 1) new products fail to resonate with consumers, 2) competitive pressure pushing down ASPs, and 3) failure to meet market demand during holidays. Upside risks to our PO are: 1) better than expected sales on new products, 2) better than expected holiday sales from extra manufacturing capacity, 3) better than expected drone sales, or new product announcements, and 4) new direct sales partnerships internationally GrubHub (GRUB) Our PO is $49, based on 32x our 2018E P/E (vs. high growth internet at 31x). We believe GRUB warrants a premium to eCommerce peers due to the attractive margins of the core business and, relative to the overall small-cap sector, GRUB has more attractive margins and growth potential. Downside risks to our PO are: Revenue and sales metrics are trailing KPIs for Diners and Restaurant and the potential for diminishing returns on future restaurant and user additions is a risk. GrubHub has significant room for growth in the US ahead, but will need to invest internationally if domestic growth stalls. LendingTree (TREE) Our $140 price objective represents 14x 2018E EV/EBITDA, a premium to the lead generation services and marketplace peer group average of 11x due to market position (category leader in mortgage and personal loans) and faster revenue growth. Risks to achieving our estimates and price objective are: 1) interest rate risks given the demand for leads for mortgage and other loan products, 2) competition with other consumer finance sites and ad networks, 3) potential for search engine disintermediation and traffic competition, 4) potential for recessionary impact on loan products (lower traffic and demand for leads) and credit card markets, 5) premium valuation vs. lead generation and marketplace peers, and 6) acquisition risk. Match Group (MTCH) Our PO is $21 based on 12x our estimated 2018 EBITDA of $562mn and our DCF valuation analysis. The basis for our PO is in-line with the eCommerce group, but a premium to the consumer internet subscription services group due to MTCH’s combination of market dominance, profitability, and cash flow. We think fundamentals help MTCH stand out from its ecommerce peer group and MTCH should be seen as a more defensible platform that is unlikely to see disruption in its core markets. Downside risks are: market share losses to an emerging dating business, potential for higher acquisition costs on mobile, lower conversion rates that lead to lower PMC growth, the need to acquire competing sites to maintain growth or market share, and Internet/e-Commerce | 06 April 2017 55 higher-than-expected International investments. The biggest downside risk is lower revenue if Tinder experiences a decline in popularity or public perception. Netflix, Inc. (NFLX) Our $154 price objective is based on a peak penetration sum-of-the-parts analysis which discounts back future EPS at peak penetration by 10%. At peak penetration, we assume domestic streams peak at 65mn subscribers in five years while the international segment reaches 200mn seven years later. We assume APRU of $9.99 and 40% contribution margins for the domestic business and a $8.50 APRU and 40% contribution margin for the international business. We also assume a $1.50 price increase domestically over six years and a $3.60 price increase internationally over twelve years which will be 75% incremental to operating income. We assume a US tax rate of 40% and an international tax rate of 25%. At peak penetration, we assume a 15x S&P average multiple. Downside risks to our price objective are: 1) increasing content costs, 2) potential new competitors in the company’s streaming business, 3) execution challenges and competition potentially limiting growth in new markets, 4) U.S. saturation point approaching quicker than expected, and 5) net neutrality repeal causing ISPs to look to recoup higher rents from Netflix’s high bandwidth requirements for streaming. Upside risks to our price objective are: 1) content costs rising slower than expected, 2) total subscriber growth is faster than expected, and 3) international expansion into new large markets (e.g. China). OnDeck Capital (ONDK) Our $6 price objective is based on 10x our 2018E EBITDA. This is below the internet ecommerce comparable group (11x) which is justified in our view given OnDeck’s double digit revenue growth and potential to expand margins starting in 2018 as it gains scale and operating leverage, but tempered by a slower FY18. Upside risks to our PO are: 1) faster than expected originations growth, 2) signing of new large strategic partners, and 3) lower than expected operating expenses. Downside risks to our PO are: 1) higher than expected loss rates from worsening macro environment, 2) credit market freeze shutting down liquidity access, 3) lower effective yield from competition, and 4) increased marketing spend. Pandora Media, Inc. (P) Our $9 price objective is based on 1x our 2018 revenue estimate, a significant discount to online media and subscription service peers, but justified in our view as the multiple takes into account the company’s difficult transition to a subscription on-demand service and lack of near term profitability balanced by the value of its data and user base. Upside risks to our PO are: 1) direct licensing agreements for lower royalty rates, 2) international expansion announcements, 3) ad-load increases in key demos, increasing monetization rates, 4) faster than expected launch of on-demand service, and 5) the company is acquired. Downside risks to our PO are: 1) emerging competition from both other Internet models like Spotify and Apple Music, as well as large, established radio companies like iHeartMedia embracing Internet streaming, 2) slow down in the company’s ability to grow monetization, 3) lack of historical or near-term GAAP profitability, and 4) delayed on-demand service launch 56 Internet/e-Commerce | 06 April 2017 priceline.com (PCLN) Our price objective is $1,920 based on 22x our 2018 adj. EPS estimate. The 22x multiple is towards the upper end of Priceline’s historical multiple range of 13-23x and represents a PEG of 1.4x. We think a 22x forward P/E multiple is appropriate given midteens EPS growth, strong booking trends, Priceline’s leadership position in the global online travel sector, track record of EPS upside, and increased access to the China market via the Ctrip investment. Risks to our PO are 1) a global economic downturn, especially macro-weakness in Europe, leading to fewer travel bookings and pressure on room rates, 2) competition for traffic lowering the company’s growth or margin opportunity, 3) hotels favoring their own distribution channels, 4) FX volatility, 5) increased competition from Expedia, TripAdvisor and potentially Google, and 6) the impact of terrorism/disease on global travel trends. The stock has been subject to heavy volatility in the past based on travel industry trends and this volatility could increase due to greater economic uncertainty, especially with macro-trends in Europe. Quotient Technology Inc (QUOT) Our $13 price objective is based on a 16x 2018E EBITDA, a premium to eCommerce peers (11x), which we think is justified given stickiness of the Retailer IQ platform and the slightly higher growth of 14% in FY17 vs. eCommerce group at 11%). Quotient is a lead operator in online couponing, has a strong technological platform, relationships with CPGs and a platform that is slowly spreading across grocers in the U.S. Downside risks are: 1) further delays in point-of-sale system rollout with retailers, 2) loss of major retailers or CPG, 3) higher-than-expected R&D and S&M costs due to investment, and 4) limited float may contribute to volatility. Upside risks to our analysis are: 1) additional retailers launching on their point-of-sale system, 2) quicker-than-expected transition to digital couponing, 3) new additional digital coupon retail clients (such as Walmart). and 4) targeted couponing lifting average transaction pricing. Snap (SNAP) Our $25 PO is based on our DCF model as we do not expect the company to be profitable until mid- to late-2019 and any earnings-based valuation exercise would require discounting back future earnings. Our DCF assumes approximately $28bn revenue by 2027 based on 525mn DAUs and $50+ in ARPU. Our PO implies 15.5x EV / Revenue, above the peer group at 4x, as we believe Snap’s early stage of ad monetization and potential future leverage in the business model warrants a premium valuation multiple to the social media group. Upside risks to our PO are: 1) greater than expected reacceleration in North America DAU growth, 2) more rapid monetization of existing user base with increased ad load and/or new ad formats, and 3) better traction and monetization in International markets. Downside risks to our PO are: 1) further deceleration in user growth that would raise concerns on long-term revenue opportunity, 2) pressure on usage due to competing services, and 3) performance into the first lock-up expiration on 7/29/17. TripAdvisor (TRIP) Our price objective of $40 is based on 25x our 2018 non-GAAP EPS estimate. This multiple represents a modest premium to the group for possibly depressed margins and re-accelerating top-line growth. Downside risks to our price objective are: 1) increasing competition (e.g. Yelp), 2) macroeconomic factors (e.g. recession in Europe) impacting the travel industry, 3) challenges Internet/e-Commerce | 06 April 2017 57 to the credibility of online reviews, 4) Instant Book transition puts pressure on revenue growth, and 5) mobile monetization headwinds. Upside risks to our price objective are: 1) improved mobile monetization 2) major OTA sign on for instant booking 3) high non-hotel shopper dollar capture and 4) improved global macro environment. Trivago NV (TRVG) Our PO of $15 is based on a 3.5x 2018E EV/Sales multiple. We note that 3.5x is roughly in line with the lead generation peer group average 2018E EV/Sales multiple. We think our EV/Sales multiple is warranted as a balance between Trivago’s higher growth and lower profitability. Our price objective is supported by our DCF analysis. Downside risks to our price objective are: 1) Growing competition, 2) Elevated marketing spend, 3) High Customer concentration, 4) Macro and FX risks, and 5) Potential for loss of hotel inventory. Twitter (TWTR) Our $14.5 price objective is based on 12x our 2018 EBITDA estimate, which reflects a discount to the online media group (13x). We believe the Twitter platform has slowing user and revenue growth and as such, we expect the stock to trade at a sustained discount to online media peers, with potential M&A adding some offsetting downside support. Downside risks to our PO are: 1) decelerating user growth that may raise concerns on long-term revenue opportunity, 2) pressure on usage due to emergence of competing services, 3) new ad initiatives may not perform well, resulting in lower advertiser demand for Twitter ads, 4) monetization of logged-out users and third party application users are slow to materialize, and 5) on a EV/EBITDA basis Twitter is more attractive today than in the past, but stock remains subject to multiple compression. Upside risks to our PO are: 1) User adds could ramp on new product initiatives in the 2H, and accelerating user growth may increase optimism on long-term revenue opportunity, 2) with new demographic targeting initiatives, Twitter is able to capture more TV dollars (vs online ad dollars) that are incremental with video ads, 3) the NFL broadcasts and other video content (live political, entertainment, etc.) could help Twitter grow users meaningfully in the long term, 4) guidance could prove to be conservative, 5) traction from monetization of logged-out users and 6) potential that Twitter could be acquired. Wayfair (W) Our price objective of $44 is based on 0.7x 2018E EV/sales. We continue to focus on EV/Sales given Wayfair’s lack of profitability to date. Our 0.7x target multiple is a discount to W’s eCommerce comp group and at a modest discount to W’s retail comp group. We think the multiple is appropriate given stronger revenue growth vs. peers, balanced by lower profitability and competitive risks. Downside risks are: 1) GAAP operating losses expected through 2018, making valuation analysis more complex, 2) competition from several well capitalized companies including Amazon, 3) brand complexity (5 brands), 4) category limitations, 5) partner segment revenue headwinds, and 6) execution risk on International expansion. Yahoo! (YHOO) Our price objective of $57 is based on our sum-of-parts valuation assumptions. Our $53 estimated asset value represents $39/share from the remaining Alibaba stake (using $122 Alibaba valuation {10% discount rate, mid-term FCF FY18-25E CAGR of 18%, 4% terminal growth} x 384mn shares at 20% discount rate), $6.1 for Yahoo Japan, $0.5 for Excalibur patents, and $6.9 in cash and cash equivalents on Yahoo’s balance sheet. We 58 Internet/e-Commerce | 06 April 2017 assume $4.7/share in value for the core business based Verizon’s pending acquisition value of $4.83bn less $300mn for potential revisions. Downside risks to our PO are: 1) Alibaba stock valuation declines, 2) Alibaba valuation discount is higher than expected, 3) Verizon’s pending acquisition of Yahoo core assets is delayed/challenged, 4) valuation of Yahoo! Japan falls, and 5) valuation of Excalibur patent portfolio falls. Yelp (YELP) Our $43 price objective is based on 14x 2018E EV/EBITDA, slightly above online media comps, which we believe is warranted given the higher margin potential in the model. We believe our multiple balances premium growth vs peers with medium-term concerns on competition and limited GAAP profitability. We believe the slight premium valuation is sustainable if the company can continue to deliver 25% y/y topline growth with y/y margin improvement. Downside risks are Google and Facebook’s ambitions to build a review ecosystem to tap into local ad spending, competition from a variety of online and offline locally focused advertising businesses, Google traffic dependency, and advertiser churn. Zillow (ZG / Z) Our $42 price objective is based on a 6x our 2018E EV/Sales and supported by our DCF valuation. Our multiple is roughly in-line for online real estate lead generation sites in other countries operating in developed countries. In addition, this multiple represents a relative discount given Zillow’s higher sales growth and a larger US TAM in comparison to its peers in smaller developed markets like Australia and Japan. We are positive on Zillow’s long term opportunity to capture the majority of realtor’s dollars moving from offline channels to online marketing channels. Downside risks are: 1) traffic cannibalization between Zillow properties, 2) new lawsuits again Zillow, 3) potential for multiple compression, 4) a U.S. housing market down turn, and 5) lack of profitability support for valuation. Upside risks are: 1) faster than expected growth and S&M leverage, 2) Zillow Digg monetization, 3) accelerated grow the in rentals market, and 4) new market expansion. ZYNGA (ZNGA) Our $2.70 PO is now based on 11x 2018E EBITDA (which is a premium to the Mobile gaming peer group due to margin expansion potential), plus $1.41/share in cash and assets (building). Downside risks to our price objective are mobile market share losses, challenges in establishing successful new content given employee departures, and player churn due to greater competition given low barriers to entry. Upside risks are successful new title releases that accelerate growth, or potential acquisition of Zynga for its game portfolio. Analyst Certification We, Justin Post, Jason Mitchell and Nat Schindler, hereby certify that the views each of us has expressed in this research report accurately reflect each of our respective personal views about the subject securities and issuers. We also certify that no part of our respective compensation was, is, or will be, directly or indirectly, related to the specific recommendations or view expressed in this research report. Internet/e-Commerce | 06 April 2017 59 Special Disclosures BofA Merrill Lynch is currently acting as financial advisor to eBay Inc in connection with the extension of a dual branded retail credit card with General Electric and committing to purchase the loan portfolio in 2016. Deal announced along with Second Quarter Earnings on July 16, 2014. BofA Merrill Lynch is currently acting as financial advisor to Verizon Communications Inc in connection with its proposed acquisition of Yahoo! Inc’s operating business, which was announced on July 25, 2016. The proposed transaction is subject to approval by shareholders of Yahoo! Inc. This research report is not intended to (1) provide voting advice, (2) serve as an endorsement of the proposed transaction, or (3) result in the procurement, withholding or revocation of a proxy. 60 Internet/e-Commerce | 06 April 2017 US - Internet Coverage Cluster Investment rating BUY NEUTRAL UNDERPERFORM RVW Company BofA Merrill Lynch ticker Bloomberg symbol Analyst Alphabet GOOGL GOOGL US Justin Post Alphabet GOOG GOOG US Justin Post Amazon.com AMZN AMZN US Justin Post Bankrate RATE RATE US Nat Schindler eBay EBAY EBAY US Justin Post Expedia EXPE EXPE US Justin Post Facebook FB FB US Justin Post GrubHub GRUB GRUB US Nat Schindler IAC InterActive IAC IAC US Nat Schindler LendingTree TREE TREE US Nat Schindler Match Group MTCH MTCH US Nat Schindler Netflix, Inc. NFLX NFLX US Nat Schindler OnDeck Capital ONDK ONDK US Nat Schindler priceline.com PCLN PCLN US Justin Post Take-Two Interactive TTWO TTWO US Justin Post Trivago NV TRVG TRVG US Nat Schindler Wix.com WIX WIX US Nat Schindler Yahoo! YHOO YHOO US Justin Post Zillow ZG ZG US Nat Schindler Zillow Z Z US Nat Schindler Activision ATVI ATVI US Justin Post Electronic Arts EA EA US Justin Post Quotient Technology Inc QUOT QUOT US Nat Schindler Snap SNAP SNAP US Justin Post Wayfair W W US Justin Post Yelp YELP YELP US Justin Post Care.com CRCM CRCM US Justin Post Fitbit FIT FIT US Jason Mitchell GoPro GPRO GPRO US Jason Mitchell Pandora Media, Inc. P P US Nat Schindler TripAdvisor TRIP TRIP US Nat Schindler Twitter TWTR TWTR US Justin Post ZYNGA ZNGA ZNGA US Justin Post Chegg CHGG CHGG US Nat Schindler Internet/e-Commerce | 06 April 2017 61 Disclosures Important Disclosures Equity Investment Rating Distribution: Electronics Group (as of 31 Mar 2017) Coverage Universe Count Percent Inv. Banking Relationships* Count Percent Buy 29 59.18% Buy 14 48.28% Hold 5 10.20% Hold 2 40.00% Sell 15 30.61% Sell 5 33.33% Equity Investment Rating Distribution: Media & Entertainment Group (as of 31 Mar 2017) Coverage Universe Count Percent Inv. Banking Relationships* Count Percent Buy 40 56.34% Buy 21 52.50% Hold 16 22.54% Hold 6 37.50% Sell 15 21.13% Sell 6 40.00% Equity Investment Rating Distribution: Technology Group (as of 31 Mar 2017) Coverage Universe Count Percent Inv. Banking Relationships* Count Percent Buy 126 59.43% Buy 70 55.56% Hold 35 16.51% Hold 17 48.57% Sell 51 24.06% Sell 17 33.33% Equity Investment Rating Distribution: Global Group (as of 31 Mar 2017) Coverage Universe Count Percent Inv. Banking Relationships* Count Percent Buy 1578 51.33% Buy 979 62.04% Hold 690 22.45% Hold 434 62.90% Sell 806 26.22% Sell 381 47.27%¶

• Issuers that were investment banking clients of BofA Merrill Lynch or one of its affiliates within the past 12 months. For purposes of this Investment Rating Distribution, the coverage universe includes only stocks. A stock rated Neutral is included as a Hold, and a stock rated Underperform is included as a Sell. FUNDAMENTAL EQUITY OPINION KEY: Opinions include a Volatility Risk Rating, an Investment Rating and an Income Rating. VOLATILITY RISK RATINGS, indicators of potential price fluctuation, are: A - Low, B - Medium and C - High. INVESTMENT RATINGS reflect the analyst’s assessment of a stock’s: (i) absolute total return potential and (ii) attractiveness for investment relative to other stocks within its Coverage Cluster (defined below). There are three investment ratings: 1 - Buy stocks are expected to have a total return of at least 10% and are the most attractive stocks in the coverage cluster; 2 - Neutral stocks are expected to remain flat or increase in value and are less attractive than Buy rated stocks and 3 - Underperform stocks are the least attractive stocks in a coverage cluster. Analysts assign investment ratings considering, among other things, the 0-12 month total return expectation for a stock and the firm’s guidelines for ratings dispersions (shown in the table below). The current price objective for a stock should be referenced to better understand the total return expectation at any given time. The price objective reflects the analyst’s view of the potential price appreciation (depreciation). Investment rating Total return expectation (within 12-month period of date of initial rating) Ratings dispersion guidelines for coverage cluster* Buy ≥ 10% ≤ 70% Neutral ≥ 0% ≤ 30% Underperform N/A ≥ 20%
• Ratings dispersions may vary from time to time where BofA Merrill Lynch Research believes it better reflects the investment prospects of stocks in a Coverage Cluster. INCOME RATINGS, indicators of potential cash dividends, are: 7 - same/higher (dividend considered to be secure), 8 - same/lower (dividend not considered to be secure) and 9 - pays no cash dividend. Coverage Cluster is comprised of stocks covered by a single analyst or two or more analysts sharing a common industry, sector, region or other classification(s). A stock’s coverage cluster is included in the most recent BofA Merrill Lynch report referencing the stock. Price charts for the securities referenced in this research report are available at http://pricecharts.baml.com, or call 1-800-MERRILL to have them mailed. MLPF&S or one of its affiliates acts as a market maker for the equity securities recommended in the report: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GoPro, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, Pandora, priceline.com, Quotient, Snap, TripAdvisor, Trivago, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. MLPF&S or an affiliate was a manager of a public offering of securities of this issuer within the last 12 months: Match Group, priceline.com, Trivago. The issuer is or was, within the last 12 months, an investment banking client of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Bankrate, eBay, Expedia Inc, Facebook, Fitbit, LendingTree, Match Group, OnDeck Capital, priceline.com, Trivago, Yahoo!, Zillow. MLPF&S or an affiliate has received compensation from the issuer for non-investment banking services or products within the past 12 months: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, priceline.com, Quotient, Snap, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. The issuer is or was, within the last 12 months, a non-securities business client of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, priceline.com, Quotient, Snap, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. MLPF&S or an affiliate has received compensation for investment banking services from this issuer within the past 12 months: Alphabet, Amazon.com, Bankrate, eBay, Expedia Inc, Match Group, priceline.com, Trivago, Yahoo!, Zillow. MLPF&S or an affiliate expects to receive or intends to seek compensation for investment banking services from this issuer or an affiliate of the issuer within the next three months: Alphabet, Amazon.com, eBay, Expedia Inc, Facebook, Fitbit, LendingTree, OnDeck Capital, priceline.com, Trivago, Yahoo!. MLPF&S together with its affiliates beneficially owns one percent or more of the common stock of this issuer. If this report was issued on or after the 9th day of the month, it reflects the ownership position on the last day of the previous month. Reports issued before the 9th day of a month reflect the ownership position at the end of the second month preceding the date of the report: eBay, Match Group, Pandora, Yahoo!. MLPF&S or one of its affiliates is willing to sell to, or buy from, clients the common equity of the issuer on a principal basis: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GoPro, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, Pandora, priceline.com, Quotient, Snap, TripAdvisor, Trivago, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. The issuer is or was, within the last 12 months, a securities business client (non-investment banking) of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, priceline.com, Quotient, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. BofA Merrill Lynch Research Personnel (including the analyst(s) responsible for this report) receive compensation based upon, among other factors, the overall profitability of Bank of America Corporation, including profits derived from investment banking. The analyst(s) responsible for this report may also receive compensation based upon, among other factors, the overall profitability of the Bank’s sales and trading businesses relating to the class of securities or financial instruments for which such analyst is responsible. 62 Internet/e-Commerce | 06 April 2017 Other Important Disclosures From time to time research analysts conduct site visits of covered issuers. BofA Merrill Lynch policies prohibit research analysts from accepting payment or reimbursement for travel expenses from the issuer for such visits. Prices are indicative and for information purposes only. Except as otherwise stated in the report, for the purpose of any recommendation in relation to: (i) an equity security, the price referenced is the publicly traded price of the security as of close of business on the day prior to the date of the report or, if the report is published during intraday trading, the price referenced is indicative of the traded price as of the date and time of the report; or (ii) a debt security (including equity preferred and CDS), prices are indicative as of the date and time of the report and are from various sources including Bank of America Merrill Lynch trading desks. The date and time of completion of the production of any recommendation in this report shall be the date and time of dissemination of this report as recorded in the report timestamp. Officers of MLPF&S or one or more of its affiliates (other than research analysts) may have a financial interest in securities of the issuer(s) or in related investments. BofA Merrill Lynch Global Research policies relating to conflicts of interest are described at http://go.bofa.com/coi. “BofA Merrill Lynch” includes Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and its affiliates. Investors should contact their BofA Merrill Lynch representative or Merrill Lynch Global Wealth Management financial advisor if they have questions concerning this report. “BofA Merrill Lynch” and “Merrill Lynch” are each global brands for BofA Merrill Lynch Global Research. Information relating to Non-US affiliates of BofA Merrill Lynch and Distribution of Affiliate Research Reports: MLPF&S distributes, or may in the future distribute, research reports of the following non-US affiliates in the US (short name: legal name, regulator): Merrill Lynch (South Africa): Merrill Lynch South Africa (Pty) Ltd., regulated by The Financial Service Board; MLI (UK): Merrill Lynch International, regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA); Merrill Lynch (Australia): Merrill Lynch Equities (Australia) Limited, regulated by the Australian Securities and Investments Commission; Merrill Lynch (Hong Kong): Merrill Lynch (Asia Pacific) Limited, regulated by the Hong Kong Securities and Futures Commission (HKSFC); Merrill Lynch (Singapore): Merrill Lynch (Singapore) Pte Ltd, regulated by the Monetary Authority of Singapore (MAS); Merrill Lynch (Canada): Merrill Lynch Canada Inc, regulated by the Investment Industry Regulatory Organization of Canada; Merrill Lynch (Mexico): Merrill Lynch Mexico, SA de CV, Casa de Bolsa, regulated by the Comisión Nacional Bancaria y de Valores; Merrill Lynch (Argentina): Merrill Lynch Argentina SA, regulated by Comisión Nacional de Valores; Merrill Lynch (Japan): Merrill Lynch Japan Securities Co., Ltd., regulated by the Financial Services Agency; Merrill Lynch (Seoul): Merrill Lynch International Incorporated (Seoul Branch) regulated by the Financial Supervisory Service; Merrill Lynch (Taiwan): Merrill Lynch Securities (Taiwan) Ltd., regulated by the Securities and Futures Bureau; DSP Merrill Lynch (India): DSP Merrill Lynch Limited, regulated by the Securities and Exchange Board of India; Merrill Lynch (Indonesia): PT Merrill Lynch Sekuritas Indonesia, regulated by Otoritas Jasa Keuangan (OJK); Merrill Lynch (Israel): Merrill Lynch Israel Limited, regulated by Israel Securities Authority; Merrill Lynch (Russia): OOO Merrill Lynch Securities, Moscow, regulated by the Central Bank of the Russian Federation; Merrill Lynch (DIFC): Merrill Lynch International (DIFC Branch), regulated by the Dubai Financial Services Authority (DFSA); Merrill Lynch (Spain): Merrill Lynch Capital Markets Espana, S.A.S.V., regulated by Comisión Nacional del Mercado De Valores; Merrill Lynch (Brazil): Bank of America Merrill Lynch Banco Multiplo S.A., regulated by Comissão de Valores Mobiliários; Merrill Lynch KSA Company, Merrill Lynch Kingdom of Saudi Arabia Company, regulated by the Capital Market Authority. This research report: has been approved for publication and is distributed in the United Kingdom (UK) to professional clients and eligible counterparties (as each is defined in the rules of the FCA and the PRA) by MLI (UK) and Bank of America Merrill Lynch International Limited, which are authorized by the PRA and regulated by the FCA and the PRA, and is distributed in the UK to retail clients (as defined in the rules of the FCA and the PRA) by Merrill Lynch International Bank Limited, London Branch, which is authorized by the Central Bank of Ireland and subject to limited regulation by the FCA and PRA - details about the extent of our regulation by the FCA and PRA are available from us on request; has been considered and distributed in Japan by Merrill Lynch (Japan), a registered securities dealer under the Financial Instruments and Exchange Act in Japan; is issued and distributed in Hong Kong by Merrill Lynch (Hong Kong) which is regulated by HKSFC (research reports containing any information in relation to, or advice on, futures contracts are not intended for issuance or distribution in Hong Kong and are not directed to, or intended for issuance or distribution to, or use by, any person in Hong Kong); is issued and distributed in Taiwan by Merrill Lynch (Taiwan); is issued and distributed in India by DSP Merrill Lynch (India); and is issued and distributed in Singapore to institutional investors and/or accredited investors (each as defined under the Financial Advisers Regulations) by Merrill Lynch International Bank Limited (Merchant Bank) (MLIBLMB) and Merrill Lynch (Singapore) (Company Registration Nos F 06872E and 198602883D respectively). MLIBLMB and Merrill Lynch (Singapore) are regulated by MAS. Bank of America N.A., Australian Branch (ARBN 064 874 531), AFS License 412901 (BANA Australia) and Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795), AFS License 235132 (MLEA) distribute this report in Australia only to ‘Wholesale’ clients as defined by s.761G of the Corporations Act 2001. With the exception of BANA Australia, neither MLEA nor any of its affiliates involved in preparing this research report is an Authorised Deposit-Taking Institution under the Banking Act 1959 nor regulated by the Australian Prudential Regulation Authority. No approval is required for publication or distribution of this report in Brazil and its local distribution is by Merrill Lynch (Brazil) in accordance with applicable regulations. Merrill Lynch (DIFC) is authorized and regulated by the DFSA. Research reports prepared and issued by Merrill Lynch (DIFC) are done so in accordance with the requirements of the DFSA conduct of business rules. Bank of America Merrill Lynch International Limited, Frankfurt Branch (BAMLI Frankfurt) distributes this report in Germany and is regulated by BaFin. This research report has been prepared and issued by MLPF&S and/or one or more of its non-US affiliates. MLPF&S is the distributor of this research report in the US and accepts full responsibility for research reports of its non-US affiliates distributed to MLPF&S clients in the US. Any US person receiving this research report and wishing to effect any transaction in any security discussed in the report should do so through MLPF&S and not such foreign affiliates. Hong Kong recipients of this research report should contact Merrill Lynch (Asia Pacific) Limited in respect of any matters relating to dealing in securities (and not futures contracts) or provision of specific advice on securities (and not futures contracts). Singapore recipients of this research report should contact Merrill Lynch International Bank Limited (Merchant Bank) and/or Merrill Lynch (Singapore) Pte Ltd in respect of any matters arising from, or in connection with, this research report. General Investment Related Disclosures: Taiwan Readers: Neither the information nor any opinion expressed herein constitutes an offer or a solicitation of an offer to transact in any securities or other financial instrument. No part of this report may be used or reproduced or quoted in any manner whatsoever in Taiwan by the press or any other person without the express written consent of BofA Merrill Lynch. This research report provides general information only. Neither the information nor any opinion expressed constitutes an offer or an invitation to make an offer, to buy or sell any securities or other financial instrument or any derivative related to such securities or instruments (e.g., options, futures, warrants, and contracts for differences). This report is not intended to provide personal investment advice and it does not take into account the specific investment objectives, financial situation and the particular needs of any specific person. Investors should seek financial advice regarding the appropriateness of investing in financial instruments and implementing investment strategies discussed or recommended in this report and should understand that statements regarding future prospects may not be realized. Any decision to purchase or subscribe for securities in any offering must be based solely on existing public information on such security or the information in the prospectus or other offering document issued in connection with such offering, and not on this report. Securities and other financial instruments discussed in this report, or recommended, offered or sold by Merrill Lynch, are not insured by the Federal Deposit Insurance Corporation and are not deposits or other obligations of any insured depository institution (including, Bank of America, N.A.). Investments in general and, derivatives, in particular, involve numerous risks, including, among others, market risk, counterparty default risk and liquidity risk. No security, financial instrument or derivative is suitable for all investors. In some cases, securities and other financial instruments may be difficult to value or sell and reliable information about the value or risks related to the security or financial instrument may be difficult to obtain. Investors should note that income from such securities and other financial instruments, if any, may fluctuate and that price or value of such securities and instruments may rise or fall and, in some cases, investors may lose their entire principal investment. Past performance is not necessarily a guide to future performance. Levels and basis for taxation may change. This report may contain a short-term trading idea or recommendation, which highlights a specific near-term catalyst or event impacting the issuer or the market that is anticipated to have a short-term price impact on the equity securities of the issuer. Short-term trading ideas and recommendations are different from and do not affect a stock’s fundamental equity rating, which reflects both a longer term total return expectation and attractiveness for investment relative to other stocks within its Coverage Cluster. Short-term trading ideas and recommendations may be more or less positive than a stock’s fundamental equity rating. BofA Merrill Lynch is aware that the implementation of the ideas expressed in this report may depend upon an investor’s ability to “short” securities or other financial instruments and that such action may be limited by regulations prohibiting or restricting “shortselling” in many jurisdictions. Investors are urged to seek advice regarding the applicability of such regulations prior to executing any short idea contained in this report. Foreign currency rates of exchange may adversely affect the value, price or income of any security or financial instrument mentioned in this report. Investors in such securities and instruments, including ADRs, effectively assume currency risk. UK Readers: The protections provided by the U.K. regulatory regime, including the Financial Services Scheme, do not apply in general to business coordinated by BofA Merrill Lynch entities located outside of the United Kingdom. BofA Merrill Lynch Global Research policies relating to conflicts of interest are described at http://go.bofa.com/coi. Internet/e-Commerce | 06 April 2017 63 MLPF&S or one of its affiliates is a regular issuer of traded financial instruments linked to securities that may have been recommended in this report. MLPF&S or one of its affiliates may, at any time, hold a trading position (long or short) in the securities and financial instruments discussed in this report. BofA Merrill Lynch, through business units other than BofA Merrill Lynch Global Research, may have issued and may in the future issue trading ideas or recommendations that are inconsistent with, and reach different conclusions from, the information presented in this report. Such ideas or recommendations reflect the different time frames, assumptions, views and analytical methods of the persons who prepared them, and BofA Merrill Lynch is under no obligation to ensure that such other trading ideas or recommendations are brought to the attention of any recipient of this report. In the event that the recipient received this report pursuant to a contract between the recipient and MLPF&S for the provision of research services for a separate fee, and in connection therewith MLPF&S may be deemed to be acting as an investment adviser, such status relates, if at all, solely to the person with whom MLPF&S has contracted directly and does not extend beyond the delivery of this report (unless otherwise agreed specifically in writing by MLPF&S). MLPF&S is and continues to act solely as a broker-dealer in connection with the execution of any transactions, including transactions in any securities mentioned in this report. Copyright and General Information regarding Research Reports: Copyright 2017 Bank of America Corporation. All rights reserved. iQmethod, iQmethod 2.0, iQprofile, iQtoolkit, iQworks are service marks of Bank of America Corporation. iQanalytics®, iQcustom®, iQdatabase® are registered service marks of Bank of America Corporation. This research report is prepared for the use of BofA Merrill Lynch clients and may not be redistributed, retransmitted or disclosed, in whole or in part, or in any form or manner, without the express written consent of BofA Merrill Lynch. BofA Merrill Lynch Global Research reports are distributed simultaneously to internal and client websites and other portals by BofA Merrill Lynch and are not publicly-available materials. Any unauthorized use or disclosure is prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion, or information contained in this report (including any investment recommendations, estimates or price targets) without first obtaining expressed permission from an authorized officer of BofA Merrill Lynch. Materials prepared by BofA Merrill Lynch Global Research personnel are based on public information. Facts and views presented in this material have not been reviewed by, and may not reflect information known to, professionals in other business areas of BofA Merrill Lynch, including investment banking personnel. BofA Merrill Lynch has established information barriers between BofA Merrill Lynch Global Research and certain business groups. As a result, BofA Merrill Lynch does not disclose certain client relationships with, or compensation received from, such issuers in research reports. To the extent this report discusses any legal proceeding or issues, it has not been prepared as nor is it intended to express any legal conclusion, opinion or advice. Investors should consult their own legal advisers as to issues of law relating to the subject matter of this report. BofA Merrill Lynch Global Research personnel’s knowledge of legal proceedings in which any BofA Merrill Lynch entity and/or its directors, officers and employees may be plaintiffs, defendants, co-defendants or co-plaintiffs with or involving issuers mentioned in this report is based on public information. Facts and views presented in this material that relate to any such proceedings have not been reviewed by, discussed with, and may not reflect information known to, professionals in other business areas of BofA Merrill Lynch in connection with the legal proceedings or matters relevant to such proceedings. This report has been prepared independently of any issuer of securities mentioned herein and not in connection with any proposed offering of securities or as agent of any issuer of any securities. None of MLPF&S, any of its affiliates or their research analysts has any authority whatsoever to make any representation or warranty on behalf of the issuer(s). BofA Merrill Lynch Global Research policy prohibits research personnel from disclosing a recommendation, investment rating, or investment thesis for review by an issuer prior to the publication of a research report containing such rating, recommendation or investment thesis. Any information relating to the tax status of financial instruments discussed herein is not intended to provide tax advice or to be used by anyone to provide tax advice. Investors are urged to seek tax advice based on their particular circumstances from an independent tax professional. The information herein (other than disclosure information relating to BofA Merrill Lynch and its affiliates) was obtained from various sources and we do not guarantee its accuracy. This report may contain links to third-party websites. BofA Merrill Lynch is not responsible for the content of any third-party website or any linked content contained in a third-party website. Content contained on such third-party websites is not part of this report and is not incorporated by reference into this report. The inclusion of a link in this report does not imply any endorsement by or any affiliation with BofA Merrill Lynch. Access to any third-party website is at your own risk, and you should always review the terms and privacy policies at third-party websites before submitting any personal information to them. BofA Merrill Lynch is not responsible for such terms and privacy policies and expressly disclaims any liability for them. Subject to the quiet period applicable under laws of the various jurisdictions in which we distribute research reports and other legal and BofA Merrill Lynch policy-related restrictions on the publication of research reports, fundamental equity reports are produced on a regular basis as necessary to keep the investment recommendation current. Certain outstanding reports may contain discussions and/or investment opinions relating to securities, financial instruments and/or issuers that are no longer current. Always refer to the most recent research report relating to an issuer prior to making an investment decision. In some cases, an issuer may be classified as Restricted or may be Under Review or Extended Review. In each case, investors should consider any investment opinion relating to such issuer (or its security and/or financial instruments) to be suspended or withdrawn and should not rely on the analyses and investment opinion(s) pertaining to such issuer (or its securities and/or financial instruments) nor should the analyses or opinion(s) be considered a solicitation of any kind. Sales persons and financial advisors affiliated with MLPF&S or any of its affiliates may not solicit purchases of securities or financial instruments that are Restricted or Under Review and may only solicit securities under Extended Review in accordance with firm policies. Neither BofA Merrill Lynch nor any officer or employee of BofA Merrill Lynch accepts any liability whatsoever for any direct, indirect or consequential damages or losses arising from any use of this report or its contents. 64 Internet/e-Commerce | 06 April 2017

Table 1: Key 1Q metrics for Large Cap Internet (>$5bn Market Cap) Company Alphabet Amazon eBay Expedia Facebook Netflix Priceline Yahoo Zillow Ticker GOOGL AMZN EBAY EXPE FB NFLX PCLN SNAP TRIP TWTR YHOO ZG Source: BofA Merrill Lynch Global Research estimates Key 1Q Metric Website revenue (ex-FX) growth vs 22.3% in 4Q AWS revenue growth vs. 47% in 4Q US GMV growth trends Room night growth vs. 15% in 4Q Ad revenue growth (ex-FX) vs. 54% reported in 4Q 1Q Intl sub guidance 1Q room night growth vs. 31% in SQ Global DAU’s vs. 158mn in 4Q Update on ad spend targets, 2017 guidance MAUs and yly trend vs 319mn (+4% y/y) in 4Q Any update on acquisition timing and ongoing breach investigations Mortgage Revenue BofAML Estimate 21.6% 43% y/y 3.5% y/y 16% 52% 3.9mn 26% y/y 166mn 18% S&M y/y growth 322mn MAUs (+4% y/y) N/A $18.1mn Table 2: Key 1Q metrics for Small Cap Internet (<$5bn Market Cap) Company BankRate Quotient Care.com Fitbit GoPro GrubHub Match.com Ticker RATE QUOT CRCM FIT GPRO GRUB MTCH Key 1Q Metric 1Q revenue 1Q transactions US paying families 1Q unit sales and gross margin 1Q unit sales and gross margin Gross food sales growth Paid Member Growth OnDeck Capital Pandora Lending Tree Trivago Wayfair Wix Yelp Zynga 1Q origination growth and marketplace take rate Ad revenue per listening hour growth Variable marketing margin growth Qualified referral growth 2Q revenue growth guidance Premium subscribers growth 1Q Local advertising account adds ZNGA Source: BofA Merrill Lynch Global Research estimates Online Games DAUs BofAML Estimate $117 mn 731mn 266,607 (4% yly) 3mn/39% 800K/35% 26% 17% 12% / 3% 10% 29% y/y 56% y/y 25% y/y 36% 4k (17% y/y) 17.9 2 Internet/e-Commerce | 06 April 2017 Bankof America% Merrill Lynch HOUSE_OVERSIGHT_014888¶

1Q Internet Summary Previews We are publishing updates on 1Q industry data points and write ups on our early outlook and top 1Q earnings focus items for select stocks in our Internet coverage group (more detailed previews with various channel checks for large cap stocks to follow.) Our commentary is designed to highlight 1Q data points, stock trading opportunities and potential issues for 1Q results, and our estimates vs. consensus. For 1Q EPS estimates, we are above the street for well over 50% of our companies under coverage, and only below on QUOT, P, RATE, and TRIP. For large caps, we have highest confidence in EPS upside for Facebook and Priceline. Table 3: 1Q17 BofAML Estimates vs. The Street Large Cap Stocks (>$5bn Market Cap) Ticker AMZN 1Q17 Metric EBAY EXPE FB GOOGL NFLX PCLN SNAP TRIP TWTR YHOO ZG BofA ML $35,335 $2.34 $2,210 S0.49 $2,134 $0.07 $7,905 $1.14 $20,219 $9.53 $2,710 $0.45 $2,415 $9.08 $163 (S0.18) $379 $0.23 $535 $0.03 $821 $O.14 $239 $O.06 Street $35,255 $2.28 $2,206 $O.48 $2,140 $0.06 $7,798 $1.11 $19,891 $9.45 $2,644 $0.45 $2,441 $8.75 $158 ($0.21) $377 $0.27 $510 $0.01 $815 $0.14 $236 $0.05 BofA ML vs. Street Ticker RATE CRCM FIT GRUB GPRO TREE MTCH QUOT P TRVG WIX W YELP Small Cap Stocks (<$5bn Market Cap) 1Q17 Metric Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS Revenue EPS BofA ML $117 SO.14 $43 $0.04 $282 ($0.19) $153 $0.25 $205 ($0.39) $127 $0.93 $293 $O.14 $72 $0.01 $319 (S0.49) €241 €0.02 $91 ($0.05) $944 ($0.49) $201 SO.18 Street $116 SO.15 $43 $0.02 $278 (S0.19) $153 $0.24 $207 (S0.44) $125 $0.91 $308 SO.13 $72 $0.03 $318 ($0.35) €241 €0.02 $90 (S0.13) $933 ($0.60) $198 SO.16 BofA ML vs. Street Source: BoFA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 HOUSE_OVERSIGHT_014889¶

Our 2017 estimates vs. street Of the 25 Internet stocks listed below in our coverage, we are above the Street on 2017 EPS on 16 stocks and below the street on 9. Table 4: 2017 BAML Estimates vs. The Street Large Cap Stocks (>$5bn Market Cap) Ticker AMZN EBAY EXPE FB GOOGL NFLX PCLN SNAP TRIP TWTR YHOO ZG BofA ML vs. Street Metric Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA r EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA BofA ML Street Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS r Below Ahead Ahead Ahead Ahead Ahead Ahead Ahead Below Ahead Below Ahead Ticker RATE CRCM FIT GRUB GPRO TREE MTCH QUOT P TRVG WIX W YELP Small Cap Stocks (<$5bn Market Cap) Metric Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS Revenue EBITDA EPS BofA ML VS. Street Below Ahead Below Ahead Ahead Below Ahead Ahead Ahead Below Below Ahead Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 4 Internet/e-Commerce | 06 April 2017 Bankot America lerrill Lyncl HOUSE_OVERSIGHT_014890¶

Stock price performance above estimate revisions Internet sector stocks are up 6% YTD, on average, while EPS estimates for profitable companies in our coverage cluster are down 5% YTD. For large-caps over $5bn in market cap., street 2017 EPS estimates are down 8% YTD while the average stock price is up 9% YTD; suggesting macro expectations and stock rotation are having a larger impact on stock movement than earnings estimates. eCommerce leads the group, up 8% YTD with Travel up 6% and Media behind at 5%. Small Caps are lagging Large caps YTD at 4% vs. 9%. Chart 1: YTD Stock Price Performance vs. YTD 2017 Estimate Revisions By Sector 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% Internet Group Media eCommerce Travel Large-Cap Small-Cap SP 500 • 2017 % Change in Stock Price • YTD % Change in Street 2017 Est Source: Excludes companies with negative earnings, Bloomberg, as of 4/4/2017 Nine of the twelve large caps in our group are up YTD and four of these companies have had positive stock returns despite negative EPS estimate revision (AMZN, EXPE, EBAY & IAC). TRIP is the worst performing large cap YTD, down 12%. Only FB and NFLX have had positive 2017 EPS estimate revisions, with GOOGL, YHOO and PCLN holding flat. Chart 2: YTD Stock Price Performance vs. YTD 2017 EPS Revisions For Larger-Cap Internet Stocks ($5bn+) 30% 20% 100-1 0% -10% -20% -30% -40% AMZN EBAY EXPE FB GOOGL NFLX PCLN • 2017 % Change in Stock Price TRIP TWTR YHOO • YTD % Change in Street 2017 Est JAC ZG SPX Avg Source: Bloomberg consensus estimates, as of 4/4/2017 Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 5 HOUSE_OVERSIGHT_014891¶

Sector Valuations Internet sector trading multiples for EV/EBITDA and P/E are tracking up slightly YTD, (excluding NFLX). On a y/y basis, the group P/E is at 24x vs. 22x last year, while the group EV/EBITDA is at 14x vs. 13x a year ago. Chart 3: Internet Sector Historical 2-Yr Forward Avg. EV/EBITDA Chart 4: Internet Sector Historical 2-Yr Forward Avg. P/E 25x 40x 20x - 15х - парті 10x 5x - OX + Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 15x 10x 5x Ox + Mar-12 Mar-13 Mar-14 Mar-15 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Mar-16 Mar-17 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Large cap receiving a premium; Small caps at the low-end of historical range Excluding NFLX and YHOO, large cap stocks in the Internet group are trading at 26x 2018 EPS below the small cap group at 28x 2018 EPS, with both Large and Small caps trading slightly above their average for the past 5 years (see chart below). The media sector is trading at a steep discount to travel and eCommerce. • The eCommerce sector is currently trading slightly above the midpoint of its five year range at 32x 2018 EPS. AMZN and WIX are well above at 49.5x and 74x respectively while EBAY is trading below at 15x. • The Media sector is trading well below the midpoint of its recent range (excluding NFLX), at 25x 2018 EPS. GOOG (18x), FB (21x), and YELP (23x) are below the sector average while TWTR (40x) is above. • The Online Travel sector is currently trading slightly above the mid-point of its five year range at 23x but below the internet sector average. TRIP (29x) is trading above the average while EXPE (18x) and PCLN (21x) are below. Chart 5: Historical 2-Year Forward P/E Multiple By Sector (ex NFLX) Chart 6: Historical 2-Year Forward P/E Multiple (select stocks) 70X 7 60x 50x 40x • 30x . 20x 10x . Ox 90.0x - 80.0x 70.0x 60.0x 50.0x 40.0x 30.0x 20.0x 10.0x 0.0x Large Cap Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 *Commerce 40, Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 6 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014892¶

Currency still a slight headwind for 1Q results but improving We expect FX to remain a y/y headwind for 1Q results; the Euro is down about 6% y/y but up 1% from where it was when most Large-cap internet companies reported 4Q results in late January (-$1.06). The GBP at $1.22 is down slightly (1.4%) over the same period. Our currency strategist is forecasting the Euro to end 2017 at $1.05 and the GBP to end at $1.19. FX pressure will ease after 1Q if rates hold, unless a company has high exposure to Japan. Table 5: Percent change y/y Euro 4Q15 -12.3% 1Q,16 -2.0% 2Q16 2.0% 3Q16 0.3% 4Q16 -1.5% 1Q,17 2Q17E -3.5% 3Q17E -5.6% -4.5% 4Q17E -1.2% GBP -4.5% -5.4% -4.9% -13.9% -17.4% -14.5% -15.4% -9.2% -3.5% Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Yen -8.1% 1.1% 9.4% 19.3% 15.1% 2.5% -3.9% -9.9% -8.1% Other* -14.4% -11.0% -6.3% -2.9% 0.0% 3.3% -0.3% -0.9% 0.2% International revenues a percent of total revenues is highest at PCLN (87% of gross profit), GOOG (53%), FB (53%), TRIP (43%), EBAY (57%), and EXPE (42%). Higher operating margins in UK/Europe than US and lower Intl. taxes can increase this exposure. Chart 7: Spot Rate % Change Y/Y (USD vs. FX Spot Rate) 30% 20% 10% 0% -10% -20% - -30% wooden Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17Mar-17¶

• Euro GBP —Yen •
• Other Source: Bloomberg; Other Includes the following *Asian (KRW, AUD, HKD), Europe (RUB, SEK, CHF), Americas (BRL, MXN, CAD), as of 4/4/2017 Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 7 HOUSE_OVERSIGHT_014893

Sentiment Ranking Update We are updating our sentiment ranking index on 25 stocks in our Internet coverage universe (as of 4/4/17). We have aggregated six different indicators we think are relevant to gauge sentiment and have generated an overall “sentiment” score for each company. This sentiment analysis is intended to be informative and should not be used to form an investment opinion; for example our model does not factor in valuation or management quality. Of our company coverage universe, we have excluded four game publisher companies as well as two recent IPO’s from this analysis as data may not be Table 6: 1Q16 change in sentiment ranking Ticker Rank Pre 4Q A +3 TREE GOOGL 2 3 4 5 6 7 -1 -1 +5 -2 NA +1 CRCM +9 EXPE 9 +5 LAC 10 +5 RATE 11 -4 EBAY 12 +4. 13 +5 ZG YHOO 14 15 +6 GPRO 16 +8 YELP 17 -7 W 18 P -5 19 NA GRUB 20 -9 MTCH QUOT 21 +1 22 -10 FIT 23 +2 TRIP 24 -1 TWTR 25 -5 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Score 4 4 8 8 9 11 12 12 13 13 14 14 14 14 16 16 16 16 17 17 19 20 21 Pre4Q A +4 +2 -1 +4 -1 +1 +5 -4 -3 NA -2 -5 Investor sentiment categories We assembled data that measures investor sentiment across six categories. These metrics include latest short interest (as a % of float), change in short interest as a % of loat over the last 90 days, current stock performance over the last 90 days, current average sell side ratings, forward year EPS estimate revisions over last 90 days, and invester sentimene we believe test metres provide a let indi rare of aver investor. sentiment in our sector. In our analysis, Facebook, WIX, and LendingTree had the highest sentiment in 10, while Fitbit, Trip and Twitter had the lowest sentiment. Care.com had the most improved ranking, moving up 9 points to 8t, while Quotient had the biggest decline moving down 10 spots in our ranking to 22d. Methodology Our methodology consisted of: 1) gathering financial data across six categories that we believe are relevant to measuring investor sentiment, 2) ranking companies on each attribute using a scale of 1 to 29, with 1 highest and 29 the lowest, and 3) ranking the companies based on the avg. score of the six metrics. 8 Internet/e-Commerce | 06 April 2017 Bon America a HOUSE_OVERSIGHT_014894¶

Highest sentiment: FB, Wix, and TREE; Lowest: FIT, TRIP, and TWTR Based on our sentiment ranking index, Facebook, Wix, and LendingTree have top investor sentiment pre 1Q earnings. Facebook moved into first place from fourth due to the lowest short interest as % of float, second highest FY17 revenue growth, sixth highest sell side FY16 EPS estimate revisions, and third best stock performance in the last 90 days. Wix came in second place with top stock performance in the last 90 days, top expected FY17 revenue growth and second best sell-side FY16 EPS estimate revision, despite ranking ninth for current sell side ranking and seventh for short interest ratio. LendingTree placed third with best current sell side ranking and best change in short interest ratio. Fitbit had third worst investor sentiment with the worst stock performance in the last 90 days, the worst expected FY17 revenue growth and the second largest change in short interest in the period. TripAdvisor, had the second lowest sentiment with the third worst sell side ranking and fifth worst sell side EPS estimate revision. Twitter, our lowest sentiment stock pre 1Q earnings, had second to worst sell side ranking and expected FY17 revenue growth, along with third to worst sell side estimate revisions and was below average in all of our categories. Score Ranking vs. Investment Rating Our sentiment analysis is independent of our investment rating system, and our investment rating may or may not factor in positive or negative sentiment. This scorecard analysis includes only data currently up to the last 90 days, and our investment rating opinion takes into consideration potential stock price fluctuations, attractiveness for investment relative to other stocks within our Coverage Cluster, business model quality, and valuation. Please see our Fundamental Equity Rating Opinion Key at the end of the report for more details. Table 7: Combined Metric List A short Company Short Interest % interest % of float float FB WIX TREE AMZN NFLX GOOGL PCLN CRCM EXPE IAC RATE EBAY ONDK ZG YHOO GPRO YELP W 1% 2% 0% -1% 23% -20% 1% 6% 0% -1% 1% 0% 3% 0% 3% 8% 0% -2% 1% 0% 2% 0% 2% 0% 12% 11% 3% -2% 6% 1% 36% 10% -3% 38% 0% 30% 2% 2% GRUB MTCH 18% QUOT 27% 7% FIT 8% 5% TRIP 26% 0% -4% TWTR 16% 11% 5% 3% Source: BoFA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Performance 90 days 21% 67% 21% 20% 14% 6% 20% 42% 11% 12% -13% 14% 1% -9% 19% -4% -14% 17% -7% -11% 4% -13% -29% -12% -11% Sell Side Ranking 4.7 4.4 5.0 4.8 4.1 4.7 4.6 3.5 4.6 4.4 4.2 3.6 3.3 3.9 3.8 2.3 3.7 3.9 3.9 4.1 4.2 4.8 3.1 2.9 2.5 EPS Expected Estimate FY17 Rev. Revisions Growth 4% 37% 62% -6% 43% 34% -10% 15% 21% 0% 27% 19% 0% 16% 28% -12% 6% 14% -5% -1% 2% 16% -3% 34% 5% -26% 30% 24% 0% 74% 2% -2% 7% -22% 25% 25% 2% 17% -5% 31% 1% -56% 8% 5% NA -27% -21%¶

• 55% 11% -7% Bankof America PR Merrill Lynch Internet/e-Commerce | 06 April 2017 9 HOUSE_OVERSIGHT_014895

Table 8: Combined metric rankings A short Company Interest % interest % Performance 90 days FB 1 8 3 WIX 6 1 TREE 20 1 AMZN 4 9 NFLX 7 10 GOOGL 12 PCLN CRCM 11 13 6 14 EXPE 5 lAC 12 RATE 10 11 EBAY 15 23 13 9 ONDK ZG 15 21 4 14 18 YHOO GPRO 11 18 7 24 YELP 3 15 W 14 25 16 24 19 8 GRUB 23 19 20 17 25 20 MTCH 24 16 QUOT FIT 13 17 2 22 TRIP 18 TWTR 16 23 25 21 22 19 Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 Sell Side Ranking Estimate Revisions Expected FY17 Rev. Growth 1 Average¶

• • 0 8 9 6 8 10 21 14 17 25 18 15 16 12 11 16 15 23 13 12 13 13 24 10 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014896

Alphabet (Buy, $1,025 PO) Stock view: Expect solid 1Q revs., but loss of non-GAAP reconciliation a concern New concerns have been raised on the YouTube advertiser pullback, but with the cuts in spending surfacing primarily in the back half of March, we anticipate only modest impact to 1Q revenue, with more significant potential impact to 2Q17 (see Advertiser boycott raising concerns on 1Q/2Q revenues). Looking beyond the YouTube issues, our early 1Q ad checks were mostly positive, with Merkle highlighting modest revenue growth acceleration, better than the 70bps of ex-FX Website revenue deceleration in 1Q17 (vs 4Q16) we’ve assumed in our model. Overall, we expect in-line to slightly better 1Q results driven by mobile and PLA strength (and perhaps some maps ads), but see risk of moderate Street estimate cuts for 2Q/3Q revenue on YouTube concerns. For most companies, we would expect management to help clear up the advertiser controversy on the call with some added financial disclosure or guidance, but predicting what Alphabet will say on the topic is more difficult. 1Q results will be the first quarter that Google reports GAAP EPS without a non-GAAP EPS reconciliation. With higher than usual SBC in 1Q due to changes in grant timing, it is possible Google misses Street GAAP EPS. We are leaving our revenue unchanged but lowering GAAP EPS to $7.26 from $7.36 based on higher SBC. Also, unusual charges are more likely to be controversial for Google without a non-GAAP EPS reconciliation. Core margins remain a key focus, as has been the case since 3Q16 when core Google non-GAAP operating margins contracted 95bps y/y. We expect core margins to remain down y/y driven primarily by segment mix, and our model assumes 2017 core margins are down 50bps in 2017 (to 46.1%) and another 20bps in 2018 (to 45.9%). For 1017, we assume 45.8% core Google non-GAAP operating margin, up 30bps q/a and down 75bps y/y. Our recent deep dive analysis suggests segment mix alone drives a natural 220bps margin headwind, which we think can be partially offset with 1) upside in high margin search growth from monetization growth (clicks and pricing); 2) leverage in individual segments from scale; and 3) cost cutting measures across the business (see Digging into the Alphabet revenue mix and margin drivers). We continue to like the stock, but recognize that potential estimate trimming on YouTube concerns, further margin contraction, SBC pressure on GAAP EPS and challenging 2Q17 comps could continue to drag on near-term sentiment. Looking ahead, we are optimistic on 2H17 based on the potential for new ad format ramps, easing comps, and potential YouTube relief (we assume the advertiser boycott eases exiting 2Q). Alphabet trades at 22x GAAP (17x ex-Other Bets, cash), in-line with the S&P and in-line to below the 5-year average (23.5x), which we view as attractive. Key theme/metric(s) for 1Q: Website growth, core margins growth comps ease considerably. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 11 HOUSE_OVERSIGHT_014897¶

Chart 8: Google ex-FX Y/Y growth trends 30% 25% 20% 15% 10% 5% 0% 28% 1 24% 25% 22% 24%22% 24% 22% 21¼8% 1Q15 3Q15 4Q17E •Total Google Revenue YY (ex-FX) -Google Website YTY (ex-FX) Source: Company reports, BofA Merrill Lynch Global Research For core margins, we assume y/y contraction through 3Q17, after which we model a slight uptick in 4Q17. For the year, we assume core Google margins contract 50bps to 46.1%. In terms of blended Alphabet non-GAAP operating margins, we assume 70bps of y/y contraction to 40.7% in 2017, but won’t be surprised if better cost discipline (particularly in Other Bets) drives more stable y/y trends. Table 9: Core Google non-GAAP operating margin forecast 1Q16 2Q16 3Q16 4Q16 1Q17E 2Q17E 3Q17E 4Q17E 1Q18E 2Q18E 3Q18E 4Q18E Core Google non-GAAP operating margin 46.5% 47.9% 46.5% 45.5% 45.8% 46.5% 45.6% 46.4% 45.6% 46.5% 1.4% 1.6% - 1.0% - 1.5% -0.7% -1.4% -0.9% -0.2% -0.1% Source: Company, BofA Merrill Lynch Global Research Biggest 1Q issues/risks: Deceleration in Google Website revenue: There could be modest revenue pressure due to YouTube boycott impact, and/or ad shift to Facebook. One SEM suggested a modest uptick in advertising spend on maps, which could be a positive in 2017. • TAC to distribution partners: Rising TAC rate (Apple, Samsung) could mitigate potential gross revenue upside in the higher margin mobile search segment. • Growth investments could drag on margins: Investments in Google Cloud, hardware, and YouTube could be higher than we expect, which could negatively impact core Google margins and raise concerns on long-term sustainable margin levels. • YouTube/Display Network commentary: While we do not expect full resolution on the YouTube/Display Network issues, management’s tone will likely impact expectations for timing of a fix, corresponding costs, magnitude of the boycott losses, and time to recover lost ad spend. • Stock comp timing shift could cause some GAAP lumpiness: Shift in timing of annual stock-based comp grants could impact 1Q EPS, but should be offset with lower relative cost in 2H17. Top 1Q data point: Our early 1Q checks (pre quarter end) have been mostly positive, but most checks did not contemplate a potential impact of the YouTube & Display Network pullback. ComScore PC click data has suggested Google PC queries are down 3% q/q QTD, slightly worse than the 2% q/q decline in 1Q16. 12 Internet/e-Commerce | 06 April 2017 Bankof America®a Verrill Lynch HOUSE_OVERSIGHT_014898¶

Our revenue and EBITDA estimates of $20.2bn/$9.9bn are slightly above the Street at $19.9bn/$9.8bn. Our model assumes currency to be a 2% headwind on y/y international revenue in 1Q17 (similar to 4Q16) and a 3% headwind in 2Q17. Our 1Q17 non-GAAP EPS of $9.53 is slightly above consensus at $9.45, and on a GAAP basis, our 1Q estimate for $7.26 is slightly below the Street at $7.42. For 2017, we are above on revenue, EBITDA, and non-GAAP EPS, but slightly below on GAAP EPS. Table 10: Alphabet Estimate Summary 1Q17 2Q17 Revenue BofA ML est. Growth Y/Y% Street BofA ML vs Street $20,219 23% $19,891 Above EBITDA BofA ML est. Street BofA ML vs Street $9,897 $9,788 Above EPS BofA ML est. Street BofA ML vs Street $9.53 $9.45 Above GAAP EPS BofA ML est. $7.26 Street $7.42 BofA ML vs Street Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 $21,009 20% $20,867 Above 2017 $88,636 21% $87,691 Above 2018 $104,228 18% $102,632 Above $10,428 $10,384 Above $43,457 $43,264 Above $50,670 $50,252 Above $10.02 $10.09 Below $7.75 $8.06 Below $41.82 $41.12 Above $32.66 $33.31 Below $48.45 $48.56 Below $37.81 $39.16 Below Given the recent YouTube & ad network concerns, it’s possible stock sees a lift on in- line EPS if commentary on content fixes and advertiser pullback is constructive. We are comfortable with our $1,025 price objective, based on 21x core Google GAAP EPS plus cash. Our PO multiple is within the five year range of 12-24x forward P/E. Easing comps and potential new ad format ramps (Google’s advertiser conference is May 23) could be positive 2H drivers. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 13 HOUSE_OVERSIGHT_014899¶

Amazon (Buy, $1,100 PO) Stock view: Positive on retail, but street increasingly focused on advertising For Amazon’s retail business, sentiment remains positive despite some modest 4Q revenue weakness vs expectations. We expect the retail business to remain strong in 1Q with stable growth as core drivers (Prime, delivery infrastructure advantage) remain intact. The lack of early tax refund support is a potential 1Q risk, but we would expect any delayed spending to bounce back in March or 2Q. Continued store closures by traditional retailers should aid the online shift throughout 2017. Finally, it appears Amazon has become stepped up advertising on its site, with more sponsored listings, which could be a source of revenue upside in 2017. Amazon had new revenue Jisclosures in its 10-K. and the ad revenue line signiticant accelerated In 2016 For AWS, we expect some additional q/q revenue deceleration and q/a declines in margins. We note that AWS growth in 4Q was below our estimates, and the effects of 4Q’s late price cuts should drive additional deceleration in 1Q. Microsoft and Google are well capitalized competitors that are significantly increasing cloud investment (see Battle in Seattle for industry update), so the Street sentiment could shift more cautiously on Amazon on a slight miss. Margins continue to be a risk, but top line trends seem to be the biggest driver of sentiment and advertising optimism has grown. Amazon’s current investment cycle began in earnest in 3Q’16, and we expect the elevated pace of investment to persist through 3Q’17. Margins may see y/y declines given: 1) Ongoing investments in fulfillment center build out (given fulfilled unit growth of 40% in 2016), 2) Digital content and related marketing, 3) Prime benefits (Now and Fresh), 4) Alexa/Echo, and 5) India. We think the Street is constructive on these initiatives, and will move past lower y/y margins concerns if top line growth is stable in 1Q Key theme/metric(s) for 1Q: AWS growth and 2Q profit outlook We forecast 43% y/y AWS growth in 1Q, down from 47% in 4Q, partially due to the lingering effects of price cuts that went into effect on December 1st. This implies 4% q/q growth v. 9% last quarter. Increased investments in logistics/fulfilment, AWS, marketing, Prime content and others could set Amazon up for disappointing margin guidance vs. the Street’s expectations. However, we think the Street will focus on revenue trends and ultimately view the investments as a long-term positives. Biggest 1Q issues/risks: • 2Q GAAP operating income outlook given increased investments in logistics, India, Prime Instant Video content, as well as expected AWS deceleration • Gross profit growth trends given expense issues and tougher growth comps in 1H17 • AWS margin trends given AWS price cuts and aggressive competition • International segment performance given investments in India 1Q traffic data points mixed comScore’s US data indicates that Amazon PC user growth has been down 2% y/y in 1Q through February vs. 4Q at -5% y/y. Mobile user growth is up 8% y/y vs. up 9% in 4Q Amazon’s total mobile and PC minutes were down 5% y/y in 1Q through February vs. up 18% y/y in 4Q; mobile minutes were down 7% y/y in 1Q vs. + 18% y/y in 4Q. 10 items/news: • Logistics investments: Amazon announced a $1.5bn air hub in Northern Kentucky that will host Amazon’s own cargo airline. • AWS outage: AWS had a large outage in early March. Investors will likely focus on the competitive implications of the outage. 14 Internet/e-Commerce | 06 April 2017 Born merica a HOUSE_OVERSIGHT_014900¶

• Walmart continuing to acquire eCommerce assets and launching free 2-day shipping: Investors will likely focus on Amazon’s results relative to Wal-mart. • Amazon Business: Amazon Business announced a multi-year agreement with a public sector co-op, worth $500mn/year with a 5 year contract and 6 option years (see Now we’re in Business: Amazon announces new B2B contract with public sector co-op). • Prime Now expansion: Prime Now launched 1-hour delivery in Milwaukee and Boston during the quarter. Amazon also launched the ability for Alexa users to make Prime Now orders. • Upcoming 2Q events: AWS Summit SF (April 18-19), new Prime Instant Video content rollout (Manchester by the Sea, Bosch season 3, I Love Dick). • Souq.com acquisition: Amazon has an agreement to acquire Souq.com, the leading eCommerce platform in the Middle East. Terms were not disclosed, though press reports indicate that Amazon had bid $650mn for the company before Emaar Malls made a public bid of $800mn. The deal is expected to close in 2017. • Physical store rollout: Amazon has launched or planned to open 10 AmazonBooks stores, is beta testing its AmazonGo grocery store concept (though public opening was delayed due to technology issues), and there are press reports that Amazon is testing other grocery store formats as well. • Google Cloud Conference: No significant price announcements were made, but Google’s conference was much more impressive this year (see What a difference a year makes for Google Cloud). Souq.com brings Amazon into the Middle East Amazon announced that it has an agreement to acquire Souq.com, the leading eCommerce platform in the Middle East. Terms were not disclosed, though press reports indicate that Amazon had bid $650mn for the company before Emaar Malls made a public bid of $800mn. This will represent Amazon’s largest deal since the $970mn Twitch acquisition in 2014. Souq.com does not disclose its sales or earnings, making it difficult to assess the acquisition multiple or potential accretion of the deal. An $800mn acquisition implies 0.2% of Amazon’s current market cap. Though it is somewhat surprising for Amazon to acquire a company in order to enter a new market, Amazon can leverage logistics, sourcing, customer, and technology investments at Souq.com. The deal is expected to close in 2017. Souq.com offers 8.4mn products across 31 categories, including electronics, health & beauty, fashion, home goods, and baby. The site has 45mn monthly the UAE, Egypt, Saudi Arabia, Kuwait, Bahrain, Oman, and Qatar. Euromonitor estimates market at $20bn, implying roughly 1-2% eCommerce penetration in the region vs. mid- teens in Western markets. Press reports last year indicated that Amazon was exploring aggressive global expansion plan. Estimates vs. Consensus: Above Street revenue and EPS We expect 1Q revenue/EPS of $35.3bn/$2.34 vs. Street at $35.3bn/$2.28. Amazon’s 1Q revenue guidance is $33.25-35.75 and GAAP operating income of $250-900 (we are at $898mn in operating income). Our 10 revenue estimate of $35.3bn (+21% v/v vs. 22% in 4Q16) is based on 24% y/y unit growth vs. 24% y/y in 4Q. For 1Q17, we estimate¶

• 19% q/q revenue growth vs - 19% q/q in 1Q last year. We are below the street for 2Q margins. Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 15 HOUSE_OVERSIGHT_014901

Table 11: Amazon Estimate Summary 1Q17 2Q17 Revenue BofAML est. Growth Y/Y% Street BofAML vs. Street EBITDA BofAML est. Street BofAML vs. Street EPS BofAML est. Street BofAML vs. Street $35,335 21% $35,255 Above $36,784 21% $36,815 Below $4,153 $4,085 Above $4,626 $4,835 Below $2.34 $2.28 Above $2.86 $3.30 Below 2017 $164,532 21% $165,158 Below $18,246 $19,382 Below $10.90 $12.60 Below 2018 $194,826 18% $199,387 Below $22,022 $24,850 Below $14.37 $18.16 Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO of $1,100 is based on our SOP that values AWS at $127bn or $259 per share and the retail business at $41 3bn or $841 per share. Our 5.5x AWS multiple is a modest premium to the software/Saas comp group at 5.0x on 2018 sales, and 0.9x multiple is a premium to a retail general merchandise comp group at 0.7x. We think the premiums are warranted given share gains and superior growth. Our $1,100 price objective implies 2.8x 2018E Price/Sales, a multiple above the high end of Amazon’s historical range of 1.0-2.5x. We argue the historical P/S multiple should increase given positive 3rd party sales (3P) that is reported on a net basis, a higher AWS revenue contribution, an increasing advertising contribution, and record gross profit margins. 16 Internet/e-Commerce | 06 April 2017 Bankof America A Merrill Lynch HOUSE_OVERSIGHT_014902¶

eBay (Buy, $38 PO) Stock view: Marketplace growth should improve in 2017 eBay’s 4Q results showed signs of Marketplace improvement, with improving mobile and C2C trends and a modest pickup in new buyers. Management expects to put marketing dollars behind this trend to drive Marketplace growth momentum in 2017 (guidance calls for 1 point of acceleration in Marketplace volume in 1Q, with 2 points for the full year). Expectations have risen since the start of the year, and we think eBay needs to deliver 1 point acceleration in US GMV growth vs 1Q to maintain confidence in management’s execution. There is also significant interest in eBay’s first party ad strategy and potential improvement in transaction take rates (at expense of MS&O revenues). The potential structured data impact also remains top of mind for investors as structured data will provide the backbone for improving customer search and product experiences. As of 4Q’16, there are 180mn+ structured data pages v. 100mn+ pages at the end of 3Q’16. More pages are expected in 2017, which will start to be exposed to core organic traffic. Management appears confident that the impact of structured data would increasingly benefit results and that structured data formats will be much more visible by holiday 2017. Overall, if 1Q results are at/above expectations, we think the stock will reflect even more optimism on structured data improvement. For margins, we expect continued pressure in 2017 as the company ramps up marketing spend and increases its Al capabilities. If the company can manage to accelerate top line growth through conversion rate improvements, some of the upside may be invested, limiting 2017 earnings flow through (but benefitting growth in 2018). Therefore, we think customer, transaction and revenue trends most important for 2017, but lack of margin flow through could be sentiment headwind for the stock. Key theme/metric(s) for 1Q: Marketplace growth/outlook Our model assumes US GMV growth of 3.5% y/y, an 80bps q/q acceleration off an 80ps easier y/y comp, while we anticipate 6.0% y/y Intl ex-FX GMV growth. US acceleration (despite a modest Leap Year headwind is likely needed to maintain increased management confidence. Our model assumes 8.3% take rate, which is up 10bps y/y and could be aided by the early transition to 1s party advertising on the site. eBay’s 1Q revenue guide implies 5% y/y ex-FX growth at the midpoint, while the 2017 revenue guide calls for 7% ex-FX growth, implying revenue growth acceleration during the year. Chart 9: eBay quarterly GMV and revenue y/y growth 10% 5% 0% -5% -10% -15% -20% 1Q15A 2Q15A 3Q15A 4Q15A 1Q16A 2Q16A 3Q16A 4Q16A 1Q17E 2Q17E 3Q17E 4Q17E -Revenue Growth¶

• GMV Growth Source: BofA Merrill Lynch Global Research estimates, company report Biggest 1Q issues/risks: Overall GMV growth remains muted as structured data changes still early, reducing confidence in future improvement. Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 17 HOUSE_OVERSIGHT_014903

• StubHub trends as StubHub GMV comps are tough in 1H’17 (32% y/y growth in • Marketing expenses are expected to increase, putting pressure on margins and could raise concerns that GMV growth is being “bought”. Early 1Q traffic data points mixed comScore’s eBay desktop unique visitors decreased 6% on average through February vs. down 2% in 4Q. comScore’s total eBay mobile and PC minutes declined 20% y/y on average through February in 1Q vs. down 17% y/y in 4Q. comScore indicates mobile minutes decreased 38% vs. down 20% in 4Q. Estimates vs. Consensus: Expect modest EPS upside We expect eBay to report broadly in-line revenue/EPS estimates of $2.21bn/$0.49 vs. the Street at $2.21 bn/$0.48 (guidance is $2.17bn-$2.21bn and $0.46-$0.48). Our model assumes 11mn shares repurchased in 1Q (about $350mn of repurchase activity). We have adjusted our GAAP EPS for higher amortization of deferred tax asset. Table 12: eBay Earnings Summary 1Q17 2Q17 Revenue BofAML est Growth Y/Y% Street BofAML vs. Street $2,210 3% $2,206 Above $2,340 5% $2,315 Above EBITDA BofAML est Street BofAML vs. Street $855 $841 Above $843 $827 Above EPS BofAML est $0.49 Street $0.48 BofAML vs. Street Above $0.48 $0.47 Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 2017 $9,458 5% 59,398 Above $3,520 S3.494 Above $2.03 $2.01 Above 2018 $10,062 6% $9,925 Above $3,735 $3,726 Above $2.22 S2.21 Above Our $38 price objective is based on 17x our 2018E non-GAAP EPS. O ur 17x P/E multiple is slightly ahead of the retail comp group average of about 16x, reflecting eBay’s potential for a Marketplace growth acceleration (to well above average retail growth) in 2017. With 6-8% growth and an 8% FCF yield, we think eBay remains an interesting value stock for retail investors, although GARP focused Internet investors may prefer stronger growth at Google or Priceline. 18 Internet/e-Commerce | 06 April 2017 Bankof America T Merrill Lynch HOUSE_OVERSIGHT_014904¶

Expedia (Buy, $146 PO) Stock view: 1Q faces tough comps, but should clear way for strength into ‘18 We think 1Q expectations are somewhat muted as Expedia has highlighted several earnings headwinds in early 2017, including incremental cloud migration spend, higher marketing spend and, recently, potential ADR pressure. 1Q’17 earnings will face the toughest room night growth comps, though Expedia expressed optimism on trends through January on the 4Q call. Comps ease during the rest of the year for Expedia, which we see as a positive set up for the stock. We think Expedia will reiterate its 10- 15% EBITDA growth outlook and Expedia remains our top 2017 summer (2Q/3Q) travel idea. We currently forecast 20% y/y room night growth in 2Q/3Q, though the comp is 1600bps easier vs. 1Q and street growth expectations could be higher. The ongoing benefit of conversion rate improvements, the Easter shift into 2Q (noted as 1% impact in 2Q’16), as well as the benefit of more aggressive marketing spend should aid 2Q growth. Additionally, prior to 1Q’17 earnings, Expedia will begin to disclose HomeAway online bookings and room nights, which we think may drive y/y room night growth 200- 300bps higher (we forecast HomeAway room nights up 50% y/y in 2017 vs. core OTA room nights up 18%). We think investors will also view HomeAway disclosure positively if the data indicates that the HomeAway transition remains on track and provide visibility into potential EBITDA acceleration in 2018. STR data suggests hotel fundamentals deteriorated modestly in the US through initial March readings, but improved slightly in Europe through February. However, Expedia’s CEO commented in a recent interview with the Financial Times that international tourism to the US (Expedia’s key market) has decelerated following the introduction of Trump’s travel bans, which may be a downside risk to 1Q bookings and revenues. This mirrors ForwardKeys data from early March that after Trump’s executive order, foreign tourism bookings to the US fell, then rebounded when the ban was suspended, but declined again when the ban was re-introduced. A few US hotel operators have indicated little impact from travel bans, so data is mixed. Key theme/metric(s) for 1Q: room night growth vs industry and Priceline We expect 1Q organic room night growth to remain steady at 16% y/y, though we note that this does not yet include the contribution from HomeAway, which we think should add 200-300bps to y/y growth. We expect N. America bookings growth of 12% y/y vs. 8% in 4Q, Int’l bookings (FX-neut.) of 14% y/y. Biggest 1Q issues/risks: • Room nights may disappoint on tougher 1Q comps, negatively impacting the acceleration thesis • Expedia’s CEO commented in a recent interview with the Financial Times that international tourism to the US (Expedia’s key market) has decelerated following the introduction of Trump’s travel bans, which may pressure hotel ADRs and be a downside risk to 1Q bookings • Pace of investments, namely cloud IT spend ($110mn in 2017) and marketing ramp • HomeAway EBITDA trends given marketing spend ramp and pressure on subscription revenues. Street has high expectations for the business. • Pressure on hotel take rates given agency mix shift and rewards programs Early 1Q RePAR data decelerates According to STR, 1Q US RevPAR through initial March readings decelerated 30bps to 3.0% y/y, and European RevPAR through February accelerated 600bps q/q to 3.6% y/y Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 19 HOUSE_OVERSIGHT_014905¶

(FX-neutral). The STR data reflects a continued gradual deceleration in US RePAR growth and a more recovery in European RevPAR growth as the region laps terrorist attacks and geopolitical uncertainty. Table 13: US and European RevPAR Y/Y Change US Occupancy ADR RevPAR 2.8% 2.4% Europe Occupancy ADR RevPAR Europe in Euros Jan-16 Occupancy ADR RevPAR Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 3.6% 2.8% 3.2% 2.7% 2.8% 5.0% 2.4% 1.9% 2.5% 3.4% 5.9% 2.4% 2.3% 3.2% 3.8% 1.7% 1.2% 0.8% -0.4% 5.1% 2.9% -3.1% 2.9% 0.2% 3.0% Source: Smith Travel Research (STR), BofA Merrill Lynch Global Research estimates; Note: **March data is month to date Estimates vs. Consensus: In-line 1Q revenue and EPS We expect 1Q revenue/EPS of $2.13bn/$0.07 vs. the Street at $2.14bn/$0.06 driven by 8% core OTA growth, 48% Trivago growth (in USD), 2% Egencia growth, and 16% HomeAway growth. We expect room night growth to remain stable at 16% in 1Q’17 before accelerating on easier comps in 2Q/3Q. Expedia guided 2017 EBITDA growth to 10-15% and our 2017 EBITDA forecast of $1.86bn (15% y/y growth) is modestly above the Street at $1.83bn (14% y/y growth). Table 14: Expedia Estimate Summary 1Q17 2Q17 Revenue BofAML est. Growth Y/Y% Street BofAML est. vs. Street $2,134 12% $2,140 Below $2,555 16% $2,507 Above EBITDA BofAML est. Street BofAML est. vs. Street $182 $179 Above $379 $367 Above EPS BofAML est. $0.07 $0.99 Street $0.06 $0.94 BofAML est. vs. Street Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 2017 $10,097 15% $10,010 Above $1,857 $1,835 Above $5.54 S5.38 Above 2018 $11,424 13% $11,266 Above 2019 $12,931 13% S12,429 Above $2,141 $2,212 Below $2,416 $2,628 Below $6.84 $6.88 Below $7.71 $8.55 Below Our $146 price objective is based on our sum of the parts (SOP) that assumes 9x 2018E EBITDA for the core OTA business (a discount to Priceline at approx. 15x due to slower organic growth and higher taxes on earnings), 8x 2018E EBITDA for Egencia (we expect single digit growth), 60% ownership of Trivago (using our PO), and 15x 2018 EV/EBITDA for HomeAway, plus net cash and long term investments. Mar- 1.6% 2.6% 4.2% 1Q16 2016 3Q16 -0.5% 0.7% 4Q16 0.1% 1Q17 3.2% 2.9% 2.7% 3.6% 3.3% 0.7% 2.6% 0.5% 2.5% 3.4% 3.3% 3.0% 1.1% -1.5% -0.5% 1Q16 1.1% -0.7% 0.4% 0.8% -0.3% -0.4% 0.5% -2.4% 2.8% -6.3% 2Q16 -2.8% 0.8% 3Q16 -3.7% -1.8% -0.4% 4Q16 2.8% -3.0% -1.0% -3.3% -5.2% -2.4% 4.0% -2.6% -0.1% 1Q17 4.0% -0.4% 3.6% 20 Internet/e-Commerce | 06 April 2017 Bankof America®. Merrill Lynch HOUSE_OVERSIGHT_014906¶

Facebook (Buy, $165 PO) Stock view: Becoming the one-stop social shop We expect Facebook to report upside to Street 1Q revenue (but less in absolute dollars than in 4Q) driven by robust demand, Instagram momentum, and solid underlying user growth and engagement. Early ad checks in the quarter indicate steady advertiser trends, with some elements of seasonality off a stronger 4Q, and strength at Instagram. We expect pricing tailwinds to begin to pick up as we approach ad inventory supply moderation in 2H17, and a flurry of new product introductions could provide additional sources of ad load inventory over time. Overall, we see 1Q as an in-line to slightly better quarter, and are optimistic on the set-up for the remainder of the year for pricing, expense management, user engagement, and new platforms/feature ramps. Facebook will be hosting its F8 developer conference before earnings in San Jose on April 18-19. Facebook had another busy quarter of new product launches with a notable trend of Snapchat-like features (Stories, Direct ephemeral messaging) and Video. At this point, we believe the Snap threat is less of a near-term concern. Recent key product/feature releases include: • Stories for all: On the tail of a successful Instagram Stories launch in 8/16, Facebook rolled out WhatsApp Status (2/17), Messenger Day (3/17), and Facebook Stories (3/17). • Direct ephemeral messaging: After introducing ephemeral direct photo/video sharing on Instagram in 11/16, Facebook announced a comparable feature with integrated filters/masks/frames for the core Facebook app in 3/17. • Video App for TV: Announced in February, new app for Apple TV, Amazon Fire TV, and Samsung Smart TV to enable FB video viewing on TV. • New ad products: Instagram Stories ads (1/17) a positive tailwind to Instagram ad load, while vertical video ads (Facebook 9/16, Instagram 11/16) and Collections (3/17) are likely positive for pricing While, in many ways, Facebook is duplicating Snapchat’s innovation, we are encouraged with the rate of new product introductions and view the Facebook Stories and Direct ephemeral messaging (with filters/masks) as positives for user engagement and potential barriers to competitive risk. While management’s focus in the near-term will likely be on new feature adoption, we expect Stories ads within 1-2 quarters and the company is already establishing partnerships for branded masks/filters (see More Stories in the Snap competitive saga). Over time, we would not be surprised to see filter/mask features and ads added to WhatsApp and, possibly, Messenger, which could unlock new monetization potential. On the expense front, we continue to view management’s 2017 expense growth forecast (47-57%) as conservative. History would seem to suggest manage could trim the top of the range on the 2Q earnings call, with more meaningful revisions in 2H17. That said, we won’t be surprised if management maintains the outlook on the April call, particularly given the velocity of new feature launches and potential investments in video content. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 21 HOUSE_OVERSIGHT_014907¶

Chart 10: 2017 expense forecast now reflected in estimates; potential for favorable revisions ahead 75% 70% 65% - 60% 55% 50% 45% - 40% - He.1. 2015A: 51% …=. 2016A: 41% • . . 35% 30% - 2014A: 34% 25% + 4Q13 1014 2014 3014 4014 1015 2015 3015 4015 1016 2016 3016 4016 • 2014 •2015 • 2016 • 2017 Source: Company, BofA Merrill Lynch Global Research Key theme/metric(s) for 1Q Underlying MAU and DAU trends are still the key metrics for the stock, in our view. We assume MAUs grow 16% y/y to 1.91bn and DAUs 16% to 1.26bn, keeping DAU/MAU at a steady 66%. It’s possible (but hard to predict) that management offers an update on Instagram users (600mn MAU, 400mn DAU in 4Q), and more specifically, Instagram Stories (150mn DAU in January). On the messaging front, there could be a Messenger user update (1bn as of 7/16), while a WhatsApp update is less likely (1.2bn as of 4Q16). We expect ad impressions to grow 46% y/y (49% in 4Q) and ad prices to increase 2% y/y (3% in 4Q). Biggest 1Q issues/risks: • Expense trajectory or lack of an expense guidance change could disappoint: While we continue to anticipate favorable revisions to management’s 2017 expense forecast in 2H, near-term adjustments may be less likely given the velocity of new product launches and potential video content investments. • 1Q ad revenue deceleration possible: We note that 4Q was particularly strong and it’s possible 1Q normalization could result in revenue growth deceleration. • Lack of commentary on monetization strategy: While Messenger/WhatsApp monetization is likely still a 2018 story, lack of constructive commentary on timing could disappoint. • User deceleration always a risk: MAU and DAU growth has surprised to the upside at mid-to-high teens y/y growth, and any meaningful slowdown could raise competitive concerns. Top 1Q data point: Instagram reaches 1 mn advertisers Mid-quarter data points were somewhat limited in 1Q, though management did give an pdate on the Instagram monetization efforts. In a March 2017 update, management dicated that Instagram grew to 1mn advertisers, double the number since 9/16, wit business profile pages up to 8mn from 5mn in 4Q. Facebook’s comparable metrics are 4mn advertisers (as of 9/16) and 65mn business pages (4Q16). For early advertiser checks, general feedback suggested positive trends, but more ‘steady as it goes’ than absolute blow out. The stronger 4Q was highlighted as a tough 22 Internet/e-Commerce | 06 April 2017 mari America 94 HOUSE_OVERSIGHT_014908¶

comp, but overall demand remains robust. Instagram feedback was notably positive, with many suggesting the demand is additive (not reallocation from core Facebook). Estimates vs Consensus Our 1Q17 and 2Q17 revenue and EBITDA estimates are ahead above the Street. We assume ~800bps of advertising growth deceleration in 3Q and another -400bps in 4Q, and our 2017 estimates are also slightly above consensus. On that premise, we are comfortable that Street estimates sufficiently reflect potential impact of News Feed ad load deceleration in 2H17. Table 15: Facebook Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. Growth Y/Y% Street BofA ML vs Street EBITDA $7,905 47% $7,798 Above $9,303 45% $8,993 Above BofA ML est. Street BofA ML vs Street $4,886 $4,743 Above EPS $5,844 $5,638 Above BofA ML est. Street BofA ML vs Street $1.14 $1.11 Above $1.37 $1.30 Above GAAP EPS BofA ML est. Street BofA ML vs Street S0.94 $0.86 Above $1.17 $1.06 Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 $38,546 39% $37,774 Above $24,358 $23,775 Above $48,882 27% $48,103 Above $30,905 $30,409 Above $5.67 $5.43 Above $4.86 $4.45 Above $7.01 $6.75 Above $6.02 $5.76 Above Our $165 price objective is based on 24x our non-GAAP 2018E EPS and 27x GAAP EPS, multiples equal to about 1x 2018E revenue growth, mostly in-line with its social and online media peers. Facebook is our top large cap idea for positive estimate revision potential in 2017. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 23 HOUSE_OVERSIGHT_014909¶

GrubHub (Buy, $49 PO) Stock view: Marketing ramp should drive diner growth re-acceleration In recent quarters, GrubHub has been leveraging a series of recent investments, including expanded delivery, more restaurants on the platform, repositioned brand driving more effective advertising, and product optimization, which is driving higher conversion rates. We think GrubHub is well-positioned to continue to leverage these investments to drive growth in 2017 and beyond. GrubHub’s delivery business is reaching scale in more markets, and delivered gross food sales run-rate increased from $500mn in 3Q to nearly $600mn in 4Q (20% of ‘16 food sales). Delivered orders were 40% higher than in 3Q. We think delivery will continue to drive take rate higher and be EBITDA accretive by YE17 as efficiencies are gained. Competition remains a key concern for investors and weighs on sentiment. However, we believe that GrubHub’s user base is sticky and its repeat order rate (>90%) is defensible. In 2016, as UberEats, Amazon Prime Now, DoorDash, and Postmates invested in expansion, GrubHub’s active diner growth and order growth remained solid. Google Trends indicates that over the past 12 months, though competitors have expanded to more cities in the US, GRUB remains the overwhelming leader in the market, with both of its core brands (GrubHub and Seamless) many times the size of any of its GrubHub 1Q results may also face a modest growth headwind from warmer weather in key markets like NYC and Chicago. For context, in 4Q15, GrubHub called out warmer weather was a 200bps y/y order growth drag (-$2mn in revenue, $12.7mn in gross food sales). Warmer weather can impact order volume and new diner growth, though new diners can partially shift to 2Q. We forecast 26% y/y gross food sales and 36% y/y revenue growth in 1Q’17. We think active diner growth will accelerate in 2017 as the company invests more heavily in marketing and it comps out against its “quality over quantity” marketing strategy started in 1Q16. Investors, however, should expect that accelerating active diner growth will be counterbalance by lower order frequency as newer diners to the system tend to order less frequently. At the same time, we expect take rate will continue to expand as the delivery business grows. Key theme/metric(s) for 1Q: gross food sales growth We forecast gross food sales growth in 1Q of 26%, a modest deceleration from 27% in 4Q (flat with 4Q less the 1% hit from the lack of Leap Day in 1Q17). Though we think there is likely upside to our forecast given a 500bps easier y/y comp in 1Q vs. 4Q. We expect 1Q active diner growth of 25%, Grubs per Diner decline of 3%, and average order size growth of 5%. Biggest 1Q issues/risks: • Despite positive Google Trends data and commentary from management, mounting competition eats away at GRUB’s growth and take rate, driving diner acquisition costs higher. • Warmer weather during 1Q, particularly in GrubHub’s core NYC and Chicago markets, may be a headwind to growth. • RDS (restaurant delivery service) investments weigh on earnings at a rate higher than the $3mn in EBITDA drag that we have in our model for 1Q’17. • Site and conversion rate improvements turn out to be one-time in nature rather than an ongoing, longer-term focus for management. 24 Internet/e-Commerce | 06 April 2017 ankof America® errill Lyn HOUSE_OVERSIGHT_014910¶

• Marketing expense expected to ramp in 2017, which can weigh on earnings, especially if gross food sales comes in weaker than anticipated. Estimates vs. Consensus: Broadly in-line with consensus in 1Q’17 We expect 1Q revenue/EPS at $153mn/$0.25 vs. the Street at $153mn/$0.24 driven by gross food sales growth and an improving take rate. Table 16: GrubHub Estimate Summary 1Q17 Revenue BofAML est. $153 Growth Y/Y% Street 37% $153 BofAML vs. Street Below EBITDA BofAML est. S41 Street $40 BofAML vs. Street EPS Above BofAML est. Street S0.25 BofAML vs. Street $0.24 Above 2Q17 $159 33% $158 Above S46 $46 Below $0.29 $0.28 Above 2017 $650 32% $645 Above $184 $181 Above $1.13 $1.10 Above 2018 S815 25% $782 Above $247 $225 Above $1.55 $1.37 Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Our PO is $49, based on 32x our 2018E P/E (vs. high growth internet at 31x). We believe GRUB warrants a premium to eCommerce peers due to the attractive margins of the core business and, relative to the overall small-cap sector, GRUB has more attractive margins and growth potential. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 25 HOUSE_OVERSIGHT_014911¶

Match.com (Buy, $21 PO) Stock view: Positive on Tinder monetization growth on new products Match has continued to build monetization on Tinder and we expect a more widely released Tinder Boost as well as international marketing spend to have a positive impact in 1Q17 results. The incremental revenue increase combined with Core enhancements should drive ARPU forward, though we are still cautious given Core’s declining to flat growth and project 1Q17 at $.0.57 (-3% y/y). Another issue on the horizon for Match group is the high ownership percentage of IAC. Based on our discussions with management, this is a known issue from both Match and IAC’s perspective. The high degree of IAC ownership limits the float and has created a disproportionate short interest on the company to obtain higher exposure to lAC’s core (ex-Match) properties. Our conversations suggest we can expect further discussion from management on ways forward in 2017, with the most likely outcome, in our view, a spin off IAC’s Match ownership to IAC shareholders. As Tinder expands, one concern we have is that its highly diverse user base could cause an overload of options and limit user’s ability to find the type of matches they are looking for. An “elite” version of the app was recently launched called “Select” (per TechCrunch), highlighting the company’s focus on making sure users are able to find suitable matches in different ways. 1Q17 should see international marketing spend on Tinder begin to pay off. We expect that paid member count (PMC) will continue to trend up driven by Tinder and other recent platforming initiatives helping to increase conversion on Core mobile and other sites like Plenty of Fish (PoF) and Meetic. Key theme/metric(s) for 1Q: International PMC growth Key for the quarter will be international PMC growth and we expect international to grow 25% y/y to 2.3mn and overall PMC growth to be up 17% y/y to 5.9mn as Tinder marketing outside of the US should start paying off. We are still cautious on ARPU and expect modest declines of 3% y/y, we believe there is still upside potential here driven by Tinder Boost, released in September 2016 and Core turnaround efforts. Key issues for the call will be PMC growth, Tinder monetization and Core improvements. Biggest 1Q issues/risks: Decline in margins due to increased marketing of Tinder and Core improvement • Drop in monetization as more consumers switch to mobile from PC. • New investment initiatives drive down FY17 earnings projections. Estimates vs. Consensus: Expect lower revenue, slight beat on profit We are modeling rev/EBITDA of $293mn/$78.5mn below the Street due to impact of Princeton Review sell off but higher on EBITDA vs. the Street’s $307mn/$77mn estimate. We estimate total PMCs of 5.9mn in 1Q and average revenue per users of $0.527 down 3% y/y due to lower monetizing Tinder plans. With the sale of Princetor review closing 3/31 and management moving any income to discontinued operations, we have removed all non-Dating revenue from our model and believe our treatment of these discontinued operations (totally excluded from our estimates) is the reason our estimates are currently below the street. 26 Internet/e-Commerce | 06 April 2017 3ankof America®a Merrill Lyncl HOUSE_OVERSIGHT_014912¶

Table 17: Match estimate summary 1Q17 Revenue BofA ML est. Growth Y/Y% Street BofA ML vs Street EBITDA BofA ML est. Street BofA ML vs Street EPS BofA ML est. Street BofA ML vs Street Street EBITDA margins 25% Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 2017 2018 Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 27 HOUSE_OVERSIGHT_014913¶

Netflix (Buy, $154 PO) Stock view: Easy comps ahead with more content on the way Heading into 1Q earnings, we expect Netflix to beat subscriber estimates given strong recent content launches, and accelerating subscriber growth in Europe. Key 1Q titles included A Series of Unfortunate Events, 13 Reasons Why, and Marvel’s Iron Fist. We see few competitive issues this quarter to impact subscriber growth and we think the release of Marvel’s Iron Fist likely helped quarter ending subscribers, despite low metacritic scores. Fans of the Defender series still seem to be watching the show with Parrot Analytics indicating viewership was just below Luke Cage its first week (though viewership dropped by half within the first 10 days). In addition, fan ratings came in at 81% on Rotten Tomatoes despite the poor critic reception. For 2Q, we expect a solid guide as Netflix laps 2Q16’s price increases internationally and in the U.S. This should help churn rates for 2Q especially in Europe where we think the bulk of Netflix subscriber growth will originate for 2017. In addition, Netflix has a stronger slate of titles vs. 1Q including key franchises like House of Cards, Orange is the New Black, Sense8, and other new series. Although competition is increasing in the SVOD space with Amazon, Hulu and other making original content, we still see Netflix as ahead of the competition due to: 1) sheer volume of content production with over 1000 hours in 2016, with strong local market content that can be leveraged globally, 2) competitive price points vs competitors; and 3) the largest volume of 4K content which attracts new TV purchases. 4K TVs could drive upside to estimates in FY17 as Netflix is one of the few services with a library of 4K content. For 1Q contribution margins, we estimate that Netflix will reach a new high at 41.3% U.S. contribution margins somewhat offset by international contribution margins which we expect to close to zero at 1.5%, but still a large improvement over 4Q’s 8% loss. We expect Netflix to run its International division at new break even margins through FY17 and begin to gradually lift international margins in 2018. As Netflix reaches Intl profitability, the investor story may focus more on EPS growth in the coming years. Key theme/metric(s) for 1Q: Net sub adds internationally and 2Q guide For 1Q we see two critical metrics that we think the Street will focus on; 1) Net Intl. subscriber additions as Netflix laps the launch in 130 countries globally; and 2) 2Q net subscriber guide for Netflix in the U.S. Although 1Q domestic subscriber ads are important, we think the Street would be willing to look past a lower domestic number on stronger international growth. In 2Q Netflix could potentially hit a flat subscriber growth quarter as 2Q is typically seasonally weak, though we note the content slate for 2Q16 has several top franchises with new seasons. Chart 11: Domestic subscribers 60.000 50.000 40,000 30,000 20,000 10,000 18% 16% 14% 12% 10% 8% 6% 4% • 2%¶

• 0% Chart 12: International subscribers 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 90% 80%

• 70%
• 60% 50%
• 40%
• 30%
• 20% 10%

• 0% • U.S. Subs (000’s) •YY Growth Source: BofA Merrill Lynch Global Research estimates, company report • International Subs (000’s) Y/Y Growth Source: BofA Merrill Lynch Global Research estimates, company repor 28 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014914

Biggest issues/risks: • Low reviews scores on Iron Fist effecting fan churn and causing some to question Netflix’s ability to continue creating hit series • Marketing spend in 1Q to drive subscriber growth • Lower than expected contribution margins as Netflix invests in content. • Content spending impact on FCF Top 1Q data points: Traffic gains on PC In the U.S., comScore reported quarter to date Van. and Feb.) average unique desktop visitors up down 2% y/y to 40.5 million compared to 4Q up 22% y/y or 47 million, while mobile unique users were flat y/y at 29.4mn users vs. up 19% y/y in 4Q. We note recent comScore changes heavily impacted the y/y comparable data for several companies including Netflix, in addition Comscore Data is PC only which is likely less relevant given that a large portion of Netflix viewing is through connected TVs/devices. Estimates vs. Consensus: In-line on revenue, slightly below on EPS Our 1Q rev/GAAP EPS estimates of $2.71bn/$0.39 are above the Street’s estimates of $2.64bn/$0.37. We estimate total domestic subs of 51.1 million, domestic DVD subs of 4 million, and international streaming subs of 48.3 million. Netflix a solid line up of popular content in 2Q, especially May where it has Sense& Season 2, Unbreakable Kimmy Schmidt Season 3, War Machine (Movie), House of Cards Season 5 in May, and a remake of Anne of Green Gables and Orange is the New Black in June which will likely help U.S. domestic subscriber total stay positive in 2Q. In addition, we expect lower y/y churn rates to potentially help subscriber growth. Table 18: Netflix estimate summary 1Q17 2Q17 Revenue BofAML est Growth Y/Y% Street BofAML vs. Street $2,710 38% $2,644 Above EBITDA BofAML est. Street BofAML vs. Street $331 $308 Above GAAP EPS BofAML est. Street BofAML vs. Street $0.39 $0.37 Above Source: BofA Merrill Lynch Global Research estimates, company report $2,854 35% $2,760 Above 2017 $11,627 32% $11,221 Above 2018 $306 $245 Above $1,218 $1,053 Above $0.30 $0.23 Above S1.19 $1.09 Above $13,937 20% $13,448 Above $1,758 $1,710 Above $2.04 $1.98 Above Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 29 HOUSE_OVERSIGHT_014915¶

Pandora (BUY, $9 PO) Stock view: Focus on on-demand product, but questions on growth Pandora’s recently launched on-demand subscription product will likely be the focus of 1Q investor call. Although the product is on limited release, we expect investor to focus on initial reception of the product (positive reviews in media) and whether Pandora is capable of growing the subscription base to 10mn over the next several years. Initially Pandora will not likely see an impact on revenue from premium subscriptions as it is giving current Pandora One subscribers a free six month trail of Pandora Premium which may also impact subscription revenue for 1Q. From our initial time with Pandora Premium, we found playlist creation smooth and easy to use with Pandora quickly auto-filling play lists after picking a few songs, but Pandora lacks the curated playlist selection found in Apple music and Spotify and we encountered some missing songs/artists from the on-demand platform. The real question will be whether Pandora’s platform is 1) good enough to pull exiting on- demand users from other services to Pandora (Pandora indicated roughly 60% of Pandora users are using another on-demand service); 2) can it convince people to upgrade from free Pandora to Pandora Premium; and 3) how will Pandora grow its active listener base from here. Pandora has had a largely stagnate active user base over the last year and we think even with the new on-demand product could face difficulty growing its users, especially as it increases its ad loads in key markets. Key theme/metric(s) for 1Q: Ad rate growth and sub metrics Pandora began rolling out Pandora Premium on March 15t, and we think key questions for the call will be; 1) initial reception of Pandora Premium; 2) when it will be fully available to all users; 3) will Pandora Premium driving increased users; and 4) how have ad load changes be received by free users. Pandora is increasing its ad load per hour to increase its RPM rates, but this also risks alienating its already stagnant to declining user base from the platform. 1Q will be the first measure to see if Pandora is able to increase ad loads while maintaining its user base, the first step in stronger monetization of its differentiated ad-supported radio product. Biggest 1Q issues/risks: Investment spending in quarter and outlook for future S&M/R&D spend; • Outlook for when Pandora will reach profitability again. • Active listener or listening hour declines due competition; • Commentary on outlook for Pandora Premium Top 1Q data points: Triton Internet radio data Triton media releases Internet radio metrics which give an initial read into the quarter, out is limited to january data, Triton data shows Avg. Active sessions (analogous to listening hour growth) declined 3% v/y which is tracking below our 1% v/y listener hour growth est. of 5.58 billion hours. Session starts were up 4% y/y above our est. of 1% y/y active user growth. We note that Spotify is now tracking more session starts than Pandora implying market share loss to Spotify. Given the leap year, we would expect February to track down Y/Y for monthly active listeners and user growth in February. Estimates vs. Consensus: Slightly above on revenue, below on EPS Our rev/Non-GAAP EPS est. of $319mn/($0.49) is slightly above on revenue, but in-line on EPS compared to the Street est. at $318mn/($0.39). We model total listener hours at 5.58bn and total RPM rates of $52. Our FY16 est. are slightly above on revenue, but well above on EPS as we expect losses this year to improve in 2H16 as Pandora builds up subs, but still see Pandora failing to gain much leverage from increased R&D spending and S&M spend. We maintain our $9 PO, based on 1x our 2018 revenue estimate, a discount to peers, but justified in our view as Pandora is likely to have a difficult transition year as it builds it on-Demand service. 30 Internet/e-Commerce | 06 April 2017 ankof America a lerrill Lyncl HOUSE_OVERSIGHT_014916¶

Table 19: Pandora estimate summary 1Q17 Revenue BofAML est. $319 Growth Y/Y% Street $318 BofAML vs. Street Above EBITDA BofAML est. Street -$73 -$73 BofAML vs. Street In-line EPS BofAML est. Street -$0.49 -$0.35 BofAML vs. Street Below 2Q17 $397 $390 Above $1 -$16 Above -$0.04 -$0.14 Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg Chart 13: Listening hours and active users trends are essentially flat. 2017 $1,629 18% $1,621 Above -$17 -$38 Above -$0.21 -$0.49 Above 2018 $2,036 25% $2,050 Below $25 $79 Below -$0.19 -$0.03 Below 12% 10% 8% 6% 4% 2% 0% -2% -4% 1015 2015 3015 4015 1016 2016 3016 4016 1017E2017E 3017E4017E¶

• Listening Hours Y/Y Growth Source: BofA Merrill Lynch Global Research estimates, company report
• Active Listners Y/Y Growth ankof America errill Lync Internet/e-Commerce | 06 April 2017 31 HOUSE_OVERSIGHT_014917

Priceline (Buy, $1,920 PO) Stock view: Expect solid 1Q top-line, but 2Q can be rough for guidance Priceline’s metric trends and commentary, along with 1Q booking and room night guidance, indicate that the company continues to capture strong market share growth in the category, with little impact from hotel direct booking initiatives or competitive OTA marketing spend. We expect a strong 1Q, with perhaps a little less upside than usual due to the late 4Q reporting date. Looking forward to 2Q, we have our usual caution on guidance as 2Q is the most back- end loaded quarter for bookings and revenues. However, in 2017 the Easter shift is a positive factor and will help 2Q revenues and earnings. We also expect 1Q bookings and room night growth upside to translate into higher 2Q gross profit growth, and management indicated that there is less marketing ROI pressure expected in 1H’17 than in 2H’16. Overall, we expect Priceline’s strong business trends to continue, and would use extra conservatism in guidance as a buying opportunity. Given strong execution and higher exposure to more fragmented International markets, Priceline remains our top long-term idea in Online travel. However, on a near-term basis, we think Expedia could see a bigger stock benefit from an acceleration in room night growth over the summer. Key theme/metric(s) for 1Q: Room night growth We expect Priceline to report 26% y/y room night growth (deceleration v. 31% in 4Q), ahead of the company’s outlook of 20-25% hotel room night growth. Priceline has a history of guiding 1Q conservatively, looking at Priceline’s historical 1Q results for Bookings, revenue and EPS vs guidance suggests modest upside to our bookings growth forecast of 22% and reported 1Q’17 EPS closer to $9.55 (13% upside vs. the midpoint) vs. our estimate of $9.08 and the Street’s estimate $8.75. Table 20: 1Q Bookings Growth, Revenue Growth and EPS Guidance Vs. Actuals Guidance Actual Upside Guidance Actual Upside Guidange Actual Upside Guidance Actual Upside Guidance Actual Upside Yes $6.35-$6.85 $7.81 Yes $7.20-7.75 $8.12 Yes $9.00-9.60 $10.54 Yes $8.25-8.65 Bookings International Bookings FX-Neutral Revenue EPS Source: BofA Merrill Lynch Global Research estimates, Bloomberg, Priceline Biggest 1Q issues/risks: • Concerns on threat of increasing marketing competition with Expedia and TripAdvisor • Potential pressure on US inbound traffic given the Trump travel ban (unlikely to impact Priceline given high Intl exposure) • Marketing deleverage - our model assumes 340bps of y/y online marketing deleverage in 1Q Pressure on hotel revenue take rates given less hotel participation in commission programs and longer booking windows Early 1Q RePAR data mixed Priceline’s Booking.com has roughly 1.2mn properties on its site (>611k hotels and 576k vacation rental properties). According to STR, 1Q US RevPAR through initial March readings decelerated 30bps to 3.0% y/y, and European RevPAR through February accelerated 600bps q/q to 3.6% y/y (FX-neutral). The STR data reflects a continued 32 Internet/e-Commerce | 06 April 2017 mari America 94 HOUSE_OVERSIGHT_014918¶

gradual deceleration in US RevPAR growth and a positive recovery in European RevPAR growth as the region laps terrorist attacks and geopolitical uncertainty. Table 21: US and European RePAR Y/Y Change US Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 17*k Occupancy -0.3% -0.5% -1.0% -0.4% ADR 2.5% -0.1% -0.5% 1.6% RevPAR Europe Occupancy 1.4% 2.9% ADR -4.3% -3.1% RevPAR Europe in Euros Jan-16 Occupancy ADR RevPAR 12292222223352 Source: Smith Travel Research (STR), BofA Merrill Lynch Global Research estimates; Note: **March data is month to date Estimates vs. Consensus: We are above the Street on EBITDA/EPS in 1Q Our 1Q revenue/EPS of $2.4bn/$9.08 is broadly in line to slightly above the Street at $2.4bn/$8.75. We see upside to the company’s 1Q EPS guide of $8.25-$8.65. We estimate 26% y/y hotel room night growth, some deceleration from 31% growth v. 4Q (guidance is 20-25%). Table 22: Priceline Estimate Summary 1Q17 2Q17 2017 2018 2019 Revenue BofAML est Growth Y/Y% Street BofAML vs. Street $2,415 12% $2,441 Below $3,041 19% $2,998 Above EBITDA BofAML est. Street BofAML vs. Street $609 $599 Above $988 $966 Above EPS BofAML est. $9.08 $15.45 Street $8.75 $14.84 BofAML vs. Street Above Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 $12,518 17% $12,447 Above 54,784 $4,747 Above $75.35 $74.11 Above $14,469 16% $14,323 Above $5,476 $5,515 Below $87.19 $86.36 Above $16,493 14% $16,279 Above $6,207 $6,310 Below $100.07 $98.76 Above Our price objective is $1,920 based on 22x our 2018 adj. EPS estimate. The 22x multiple is towards the upper end of Priceline’s historical multiple range of 13-23x and represents a PEG of 1.4x. We think a 22x forward P/E multiple is appropriate given mid- teens EPS growth, strong booking trends, Priceline’s leadership position in the global online travel sector, track record of EPS upside, and increased access to the China via the Ctrip investment. 1Q16 2Q16 -0.5% 0.7% 1.1% -1.5% -0.5% 1Q16 1.1% -0.7% 0.4% 0.8% -0.3% 0.5% 2Q16 0.8% -1.8% -1.0% 3Q16 0.1% 4Q16 0.7% -0.4% -2.4% -2.8% 3Q16 -0.4% -3.0% -3.3% 2.8% -6.3% -3.7% 4Q16 2.8% -5.2% -2.4% 1Q17 0.5% 2.5% 3.0% 4.0% -2.6% -0.1% 1Q17 4.0% -0.4% 3.6% Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 33 HOUSE_OVERSIGHT_014919¶

Snap (Neutral, $25 PO) Stock view: Long-term potential, but near-term could be lumpy Snap will report its first earnings as a public company and expectations have a wide range. The 2H16 DAU slowdown has raised concerns in terms of both competitive risk and execution, so user trends could be the most important metric in the quarter. At this point, it’s difficult to gauge relative impact of Facebook / Instagram competition, Android technical issues, product cycle lumpiness, and seasonality to the recent slowdown. Nonetheless, our sense is that DAU expectations are around 164-166mn, and we’d expect variability (higher or lower) to have a meaningful impact on stock sentiment. In terms of the P&L, we expect a slight q/q decline in revenue per normal seasonality and are modeling down 1% q/q (consistent with comments in the prospectus filing). While we can appreciate the momentum of the API roll-out with several new partnerships announced in January, our checks suggest most programs are early stage with limited volume to date. Considering the rest of the P&L, we expect a fairly messy quarter between deal costs, the CEO stock award, and a catch-up RSU stock comp expense. As we do not anticipate non-GAAP profitability until 2H19, we expect traditional P&L metrics will be less of a focus in the coming quarters. We recently initiated coverage with a Neutral and $25 price target (please see User overhang unlikely to be resolved in a Snap - Initiate at Neutral with $25 PO). Social media sector history suggests a wide range of possible outcomes for Snap and, as such, near-term lumpiness in metrics could result in high volatility for the stock. We also note that lock-up overhang could drag on near-term performance into the first lock-up expiration on 7/29. Key theme/metric(s) for 1Q: DAUs, ARPU, and competition We believe the key metric for the quarter will be the DAU number, which we model at 166mn (up 8mn q/q, 36% y/y). We believe DAU headwinds may peak 1H17 as the company is facing an onslaught of competitive products (see More Stories in the Snap competitive saga), technical challenges with Android (from Memories), and seasonality entering the summer. We model ARPU at $1.01 (down 5% q/q), with North America ARPU at $2.03 (down 7% q/q). We won’t be surprised to see upside in ARPU driven by ad load growth and higher user engagement, though competitive pricing could potentially offset. Biggest 1Q issues/risks: DAU deceleration on share loss: Anything short of 164mn will likely be met with skepticism as investors extrapolate recent trends in considering competitive resilience vs Instagram, Facebook, and others. Management will likely address the Android technical issues impact on DAUs. • Aggressive pricing could drive short term growth but have mixed perception: Twitter noted elevated competition and potentially aggressive pricing surfacing in mid-January, which aligns well with Snap’s API update. • Lack of visibility into pipeline: While we don’t necessarily expect new product announcements, lack of color/visibility on the product pipeline could disappoint. • Results could leave investors looking for more disclosure: We are not sure what disclosure Snap will provide on results, and important trending info (like average minutes per user) could be lacking. Top 1Q data points: comScore suggests some gains for Instagram While comScore data is not consistent with reported minutes, it is useful for relative comparisons. The data puts Snapchat minutes per user well above Twitter, but still 34 Internet/e-Commerce | 06 April 2017 mari America 94 HOUSE_OVERSIGHT_014920¶

trailing Instagram and Facebook. Interestingly, after Snapchat passed Instagram in early 2016 in average minutes per user, Instagram recaptured the lead mid-year and has extended it since. While the cause for the shift is not certain, the trends align with the launch of Instagram Stories (August 2016) as well as some technology challenges on the Snapchat front (Android). Regardless of the near-term lumpiness, we believe overall daily engagement puts Snapchat in a strong position to capture emerging online marketing ad budgets. Table 23: Average minutes per user trend Snapchat Instagram Facebook Twitter Aug-2016 Sep-2016 267 267 292 294 769 143 766 149 Oct-2016 Nov-2016 272 325 269 337 855 139 826 114 Dec-2016 271 322 781 108 Jan-2017 254 Feb-2017 357 211 827 318 128 700 110 Source: comScore, BofA Merrill Lynch Global Research Chart 14: Instagram vs Snapchat average monthly minutes per visitor 400 350 300 250 200 150 100 2/17 1 Snapchat¶

• Instagram Source: comScore Estimates vs Consensus Our 1Q revenue estimate of $163mn (down 1% q/q) is slightly above consensus at $158mn (down 5%), but we note the range of estimates is considerable ($130-196mn) and some checks suggest that Snap was aggressive with advertisers in 1Q. For the year, our $1.0bn revenue estimate is mostly in-line with the Street, as is our 2018 estimate at $2.1bn. We do not model positive adjusted EBITDA until 2Q19, and expect investors to focus mostly on user revenue trends. Table 24: Snap Estimate Summary Revenue 1Q17 2Q17 2017 BofA ML est. $163 $208 Growth Y/Y% Street 320% $158 190% BofA ML vs Street Above $206 Above EBITDA BofA ML est. -$168 Street -$158 -$180 -$194 BofA ML vs Street EPS Above Above BofA ML est. -$D.18 Street -$0.15 -$0.21 BofA ML vs Street Above -$0.13 Below $1,007 149% $1,034 Below -$580 -$617 Above -$0.59 -$0.57 Below 2018 $2,057 104% $2,032 Above -$335 -$392 Above -$0.37 -$0.33 Below 2019 $3,719 81% $3,303 Above $276 $80 Above $O.12 $0.00 Above Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 35 HOUSE_OVERSIGHT_014921

Our $25 PO is based on our DCF model as we do not expect the company to be profitable until mid- to late-2019 and any earnings-based valuation exercise would require discounting back future earnings. Our DCF assumes approximately $28bn revenue by 2027 based on 525mn DAUs and $50+ in ARPU. Our PO implies 15.5x EV / Revenue, above the peer group at 4x, as we believe Snap’s early stage of ad monetization and potential future leverage in the business model warrants a premium valuation multiple to the social media group. 36 Internet/e-Commerce | 06 April 2017 Bankof America A Merrill Lynch HOUSE_OVERSIGHT_014922¶

TripAdvisor (Underperform, $40 PO) Stock view: EBITDA under pressure, brand ad spend not in Street estimates yet 2016 was a re-platforming year, and with Instant Book fully rolled out globally, the company aims to re-educate visitors on its booking offering. However, we think most TripAdvisor visitors (399mn average monthly unique visitors in 2017 and 148mn average monthly hotel shoppers) still view the site as a review/research portal, and changing customer behavior will be quite difficult, particularly as we do not think TripAdvisor has clarified its value proposition for shoppers. While we think that TripAdvisor’s elevated marketing spend in 2017 will drive a rebound in traffic, we anticipate a poor ROl. Marketing expense continues to ramp as Instant Book rolls out, though traffic growth slows, implying more costly traffic acquisition. In 4Q’16, Sales & Marketing as a % of sales increased to 52.8% vs. 45.6% in 4Q’15, and we think TripAdvisor essentially bought desktop Hotel Shopper traffic, though likely at poor ROI. However, higher marketing spend in 2017 does not yet include potential for a likely return to expensive brand ad campaigns. In our brand ad spend scenario analysis, we expect still more downside to estimates (see Taking a look at TripAdvisor’s potential brand ad spend). The company is encouraged by Revenue per Hotel Shopper growth continuing to improve from down 21% y/y in 1Q. We expect growth continues its improvement trend in 2017. However, if monetization trends decelerate, earnings downside could be significant. We think it will be difficult for TripAdvisor’s Hotel revenue to return to growth next year, let alone double-digit y/y growth, given the mobile monetization headwinds. However, if the company invests heavily in traffic acquisition, particularly on higher monetizing desktop, revenue and traffic growth may reaccelerate meaningfully in 2017, though with ongoing pressure on margins. Chart 15: Quarterly revenue and Sales & Marketing per Hotel Shopper y/y growth 40% 30% Y/Y Growth 20% 10% 0% -10% -20% -30% 205 — Revenue per Hotel Shopper S&M per Hotel Shopper Source: BofA Merrill Lynch Global Research estimates, company report Key theme/metric(s) for 1Q: Update on ad spend targets, 2017 guidance TRIP’s outlook for 2017 is based on “prioritizing revenue growth as opposed to profit growth,” which implies far lower marketing return expectations. However, TRIP notes this expectation for marketing spend does not include potential for a return to brand marketing, which could be an incremental $50-70mn headwind in ‘17, in our view. Biggest 1Q issues/risks: • Marketing spend: TripAdvisor has prioritized revenue growth at the expense of earnings, implying poor marketing ROI. The biggest issue facing TripAdvisor is if it decides to pursue an expensive brand/TV marketing campaign which would further drive further earnings downside. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 37 HOUSE_OVERSIGHT_014923¶

• Instant Book impact: The Instant Book transition could impact meta rates and total monetization as more hotel shoppers flow through large OTA partners. • Hotel Shopper growth: Given elevated marketing spend, we expect to see a rebound in hotel shopper and hotel revenue growth. 4Q16 hotel shopper growth accelerated from 3% in 2Q-3Q16 to 8%. We expect hotel shopper growth to decelerate slightly to 6% in 1Q17 on a 200bps tougher y/y comp. 1Q traffic data points: comScore indicates solid mobile and PC user growth n the US, comScore reported quarter to date through February, average monthly unique visitors of 31 mn on PC and 56mn on mobile, up 24% and up 3% y/y, respectively. TripAdvisor total minutes in 1Q through February is up 10%, with mobile minutes up 5% and PC minutes up 17%. In our view, TripAdvisor’s elevated marketing spend YTD likely targets higher monetizing PC traffic. Estimates vs. Consensus: Broadly in-line on Revenue, below on EBITDA/EPS Our 1Q revenue estimate of $379mn is broadly in line with the Street at $377 mn. We are more cautious on EBITDA and EPS at $71mn/$0.23 vs. the Street at $76mn/$0.27. Table 25: TripAdvisor estimate summary 1Q17 2Q17 2017 Revenue BofAML est. Growth Y/Y% Street BofAML vs. Street EBITDA BofAML est. Street BofAML vs. Street EPS BofAML est. Street BofAML vs. Street $379 8% $377 Above $71 $76 Below $0.23 $0.27 Below $432 10% $433 Below $88 $88 Above S0.31 $0.32 Below Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 $1,647 11% $1,649 Below $346 $339 Above $1.22 $1.23 Below 2018 $1,794 9% $1,852 Below $403 $392 Above $1.57 $1.48 Above 2019 $1,936 8% $2,095 Below $471 $530 Below $1.89 $2.28 Below Our price objective of $40 is based on 25x our 2018 non-GAAP EPS estimate. This multiple represents a modest premium to the group for possibly depressed margins and potential for re-accelerating top-line growth. 38 Internet/e-Commerce | 06 April 2017 Bankof America A Merrill Lynch HOUSE_OVERSIGHT_014924¶

Trivago (Buy, $15 PO) Stock view: Advertising continues to drive growth engine Trivago’s 4Q revenue and EBITDA results highlight the company’s rapid revenue growth and potential for solid profitability. Though there are concerns over the company’s large marketing spend (80-85% of revenue), we think the Street will view Trivago’s results positively given continued revenue ramp while also achieving profitability. The stock remains highly volatile given the limited float. Commentary during 4Q’16 earnings from Trivago’s key customers Expedia and Priceline (as well as from TripAdvisor) indicated that paid traffic has been growing faster than free traffic, and that companies in the sector planned to ramp ad spend to drive continued traffic growth, which is a positive for Trivago. Trivago has best-in-class revenue growth, with 2017 revenue growth expected at 47% (vs. guidance of 45%+), led by 50% qualified referral growth. We also expect Trivago will become more efficient with advertising and start to reap the benefits of past brand advertising, with return on advertising spend (ROAS) improving across regions in 2017, a key driver of modestly improving EBITDA margin from 3.7% in 2016 to 3.9% in 2017. The company remains in growth mode, led by click revenue growth in ROW and Americas regions, as Trivago is driving brand awareness outside its key European foothold through aggressive brand marketing. The company is adding qualified referrals at an accelerating rate as it expands beyond its core Developed Europe markets and penetrates new markets. We think the company has significant runway for growth and can sustain 30%+ revenue growth through the end of the decade. As the business matures in its new Americas and ROW markets, we expect a better balance between profit and growth. We think EBITDA margins should accelerate as the company leverages ‘16 and ‘17 marketing spend, with greater uplift in ‘18. Key theme/metric(s) for 1Q: Qualified referral growth We forecast 56% qualified referral growth in 1Q (920bps deceleration on 730bps tougher y/y comp), led by 38% y/y growth in Developed Europe, 48% in Americas, and 110% in ROW. We expect continued robust marketing spend will drive user growth. Biggest 1Q issues/risks: • Weak return on advertising spend (ROAS) may be an earnings headwind. Competition in the company’s advertising channels may result in lower ROl trends. The company may also see less efficient advertising in newer, less mature markets. • A positive update to 2017 guidance may be expected. Trivago currently expects total revenue growth of 45%+ and adjusted EBITDA margin is guided to flat to slightly up vs. 2016’s 3.7%. Estimates vs. Consensus: Expect revenue in-line vs. the Street, EBITDA ahead For 1Q, we expect revenue/EBITDA of €241mn/(€12mn) vs. the Street at €241mn/(€10mn). We expect 2017 and 2018 revenue and EBITDA to come above the Street and expect there is room for upside to management’s 2017 revenue growth and EBITDA margin guidance. Table 26: Trivago Estimate Summary Revenue 1Q17 2Q17 BofAML est. Growth Y/Y% Street BofAML est. vs. Street EBITDA BofAML est. Street BofAML est. vs. Street EPS €241 52% €241 Below €12 €10 Above €281 57% €270 Above €6 €6 Below 2017 €1,105 47% €1,088 Above €44 €40 Above 2018 €1,498 36% €1,497 Above €127 €98 Above 2019 €1,984 32% €2,035 Below €262 €197 Above Bankof America® Merrill Lynch Internet/e-Commerce | 06 April 2017 39 HOUSE_OVERSIGHT_014925¶

Table 26: Trivago Estimate Summary 1Q17 BofAML est. €0.02 2Q17 Street €0.02 €0.00 BofAML est. vs. Street €0.01 Above Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 2017 €0.05 €0.06 Below 2018 €0.22 €0.15 Above 2019 €0.48 €0.32 Above Our PO of $15 is based on a 3.5x 2018E EV/Sales multiple. We note that 3.5x is roughly in line with the lead generation peer group average 2018E EV/Sales multiple. We think our EV/Sales multiple is warranted as a balance between Trivago’s higher growth and lower profitability. Our price objective is supported by our DCF analysis. 40 Internet/e-Commerce | 06 April 2017 Bankof America T Merrill Lynch HOUSE_OVERSIGHT_014926¶

Wayfair (Neutral, $44 PO) Stock view: Timeline on profitability still an issue, but comps ease in 2Q’17 Wayfair’s two issues have been deceleration in U.S. revenue growth and negative operating margins as the company continues to aggressively invest in logistics, international expansion, marketing, and new categories. 1Q customer and order growth comps remain tough, which was one of the drivers of revenue growth guidance below expectations. Wayfair also attributed weak guidance to caution on the retail environment and added investment. Growth comps ease in 2Q/3Q, and there is potential for more stable growth in 2Q guidance to drive improving investor sentiment. As for margins, management guided to EBITDA margin of (3.5%)-(3.8%), a deceleration from (2.8%) in 1Q’16 due to a lower opex absorption in the quarter on seasonally lower sales. The US is expected to swing back to EBITDA losses in 1 Q’17, while Intl losses are expected to remain steady. We forecast EBITDA margin of (2.4%), with (0.2%) EBITDA margin in the US and (19.0%) margin in International. The company continues to expect little to no ad spend leverage given increase International ad spend. Management historically builds conservativism into its guidance and, until last year, had a track record of beating the upper end of its sales outlook by ~10%. Recently, revenue has been by a low-single digit percentage. Our above consensus 1Q revenue forecast implies 1% upside to the high end of the guidance range, in line with the trend over the past 3 quarters. We think investors expect sales growth above the guidance range as well. Table 27: Revenue and EBITDA Guidance vs. Actuals Revenue - High End of Guidance Revenue Actual Revenue Upside Revenue % Upside 4Q14 $370,000 $408,619 $38,619 10% 1Q15 $390,000 $424,371 $34.371 9% EBITDA - High End of Guidance % EBITDA - High End of Guidance EBITDA Actual EBITDA Upside Source: BofA Merrill Lynch Global Research, Wayfair Note: * 1Q1 7E Actuals are current BofA Merrill Lynch forecasts -4.5% ($16,650) ($7,218) $9.432 -3.5% ($13,650) ($12,340) $1,310 2Q15 $440,000 $491,752 $51,752 12% -2.5% ($11,000) (54,972) S6,028 3Q15 $525,000 $593,972 $68,972 13% -0.8% ($3,938) ($1,445) $2,493 4Q15 $665,000 739,790 $74,790 11% -0.8% ($4,988) $2.828 $7,816 Over the past two quarters, Wayfair has expressed caution on the macro environment, though this proved to be somewhat unwarranted in 4Q. According to February 2017 aggregated BAC credit and debit card data, furniture sales were up 1.3% (down 0.4% on rolling 3-month m/m basis), while home goods were down 1.2% y/y and flat on a rolling 3 month m/m basis. Please see the BofA Merrill Lynch US Economics team’s report for additional commentary on broader retail trends and a detailed explanation of the methodology and limitations in connection with BAC data. Williams-Sonoma reported disappointing 40 earnings (March 15’h report) and provided modest 1Q guidance that the BofA Merrill Lynch Hardline Retail team called “a little rich,” though it is difficult to tell if weak trends are the result of secular home goods weakness or the disruptive impact of eCommerce players like Wayfair. Key theme/metric(s) for 1Q: 2Q revenue guidance on easier y/y comps 1Q revenue guidance was a disappointment, though comps ease in 2Q’17, and opportunity for more stable US growth could aid stock sentiment. Customer growth in 2Q has a 400bps easier y/y comp vs 1Q17, while order growth has a 1700bps easier y/y comp. Overall, revenue growth faces a 1600bps easier y/y comp. and would expect guidance anywhere near the Street’s 2Q estimate at 25% y/y growth to be viewed positively given several quarters of guidance below street estimates. 1Q16 $700,000 747,348 $47,348 7% -3.0% ($21,000) ($20,960) S40 Bankof America Merrill Lynch 2Q16 5785,000 786,928 $1,928 0% -3.2% ($25, 120) ($24,857) $263 3Q16 $850,000 861,525 $11,525 1% 4.3% ($36, 125) (S30,849) $5,276 4Q16 $960,000 1Q17E** S930,000 984,559 943,626** $24,559 3% $13,626 1% -2.8% -3.5% ($26,400) ($32,550) ($12,026) (522,463)** $14,374 $10,087 Internet/e-Commerce | 06 April 2017 41 HOUSE_OVERSIGHT_014927¶

Biggest 1Q issues/risks: • Commentary on US customer trends, particularly repeat rates and unit economics (customer acquisition costs). • AOV trends given street concerns that some customer metrics are benefitting from purchase of lower value items. • Progress with International investments, especially early results from ad spending in UK, Canada, and Germany. 1Q data points indicate mixed traffic trends US data indicates that Wayfair PC minutes growth increased 17% y/y in 1Q through February vs. 14% y/y growth in 4Q’16. Wayfair mobile minutes have decreased 24% y/y through February in 1Q vs. up 3% y/y in 4Q’16. US PC user growth decreased 16% y/y in 1Q through February, vs. 4Q at -25% y/y. Wayfair mobile user growth increased 2% y/y in 1Q through February vs. 16% y/y in 4Q. Estimates vs. Consensus: Expect revenue and EPS upside vs. the Street For 1Q, we expect revenue/EBITDA of $944mn/($22mn) vs. the Street at $933mn/($32mn). Total revenue guidance of $905-930mn implies 2-year stacked growth of 97-101% vs. 121% in 2016, which seems conservative. We expect the company’s revenue to come in above the high end of the sales outlook as Direct Revenue sales were up 30% quarter to date (through nearly 2 months of 1Q’17). Our 1Q revenue growth forecast is based on 48% y/y customer growth (up 9% q/q) and 42% order growth (down 10% q/q). Wayfair expects EBITDA margin of (3.5%)-(3.8%) due to a lower opex absorption in the quarter on seasonally lower sales. The company continues to expect little to no ad spend leverage given increase International ad spend. Table 28: Wayfair Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofAML est. Growth Y/Y% Street BofAML vs. Street $944 26% $933 Above $980 25% $987 Below EBITDA BofAML est. Street BofAML vs. Street -$22 -$32 Above -$19 -$20 Above EPS BofAML est. ($0.49) Street ($0.60) ($0.46) ($0.45) BofAML vs. Street Above Below Source: BofA Merrill Lynch Global Research estimates, Bloomberg, as of 4/4/2017 $4,169 23% $4,237 Below -$48 -$59 Above ($1.55) ($1.65) Above $5,019 20% $5,258 Below $10 $23 Below ($1.00) ($0.94) Below 2019 $5,872 17% $6,585 Below $64 $134 Below (50.47) S0.04 Below Our PO of $44 is based on 0.7x 2018E EV/sales. We continue to focus on EV/Sales given Wayfair’s lack of profitability due to US fulfilment investment and Intl. expansion. Our 0.7x target multiple is a discount to Wayfair’s eCommerce comp group at 1.3x and at a modest discount to a retail peer comp group at 0.8x. We think the multiple is appropriate given strong revenue growth vs. peers, balanced by lower profitability. 42 Internet/e-Commerce | 06 April 2017 3ankof America A Merrill Lynch HOUSE_OVERSIGHT_014928¶

Twitter (Underperform, $14.50) Stock view: Engagement could be improving, but still trailing peers On positive note, DAU growth, tweet impressions, and time spent growth have all been accelerating, and we won’t be surprised if most metrics show stable growth in 1Q17 given event activity (political, sports, awards shows) in 1Q. However, the NFL season is over, the election surprise is slowing fading, competitive pressure is rising (particularly Instagram), and new monetization initiatives will take time, so we are more cautious on 2Q. The high level of executive churn also raises an element of strategic uncertainty that could continue to weigh on sentiment. While it’s possible Twitter could see moderate residual benefit from recent YouTube/Google Display Network boycotts, we continue to believe MAU growth acceleration is key to improving sentiment, and we continue to expect other platforms to grow much faster. The biggest upside driver for 1Q could be conservative guidance, which implied revenues would be down 17% y/y at the midpoint in 1Q. Longer-term, our primary concerns are user growth, rising competition in video, and lack of positive advertiser feedback. Despite execution on the live streaming initiative in 2016, MAU impact was underwhelming and we see risk of rising costs and/or content loss in 2017. At this point, it’s unclear how aggressively management will push live streaming in 2017, and early exploration of potential subscription revenue streams (enhanced Tweetdeck offering beta) could suggest potential strategic shifts. On the advertiser side, we are still hearing limited traction with Twitter’s ad platform changes and ROl measurement, and it seems experimental dollars are being moved to Snap. The biggest risk to our Underperform rating, in our view, is the underlying value of the Twitter platform for users and potential Artificial Intelligence (AI) signals. We remain on the sideline for now, with ever-present M&A potential providing some element of a floor to the stock. We think 3x 2017 revenues plus cash ($12/share in total) is a valuation an acquirer could see as very reasonable given stabilizing DAU trends and value of Twitter Key theme/metric(s) for 1Q: Mgmt focus on engagement, investors on users MAU growth likely remains the primary focus in terms of metrics investors consider. While DAU growth could continue to growth at high single digits, we do not see much upside potential to low single digit MAU growth (we model 322mn, 4% y/y), which lags in comparison to Facebook’s recent17% y/y growth. We expect engagement metrics in general (tweet impressions, DAU growth, time spent) to be solid, though it’s possible lack of NFL and fading US election catalysts could have some negative effect. In terms of monetization, our ARPU estimate for $1.67 implies a 14% y/y decline, which reflects both weaker Twitter pricing trends and potential competitive pricing pressures. Biggest 1Q issues/risks: • MAU growth could slip: We model 4% y/y MAU growth to 322mn, but fading NFL and election tailwinds could lead to weaker user growth trends in 20. • Competition could impact pricing: Management noted elevated competition in mid-January (shortly after Snap’s ad API update), which may have continued throughout the quarter and impacted pricing more than anticipated. • Live streaming pipeline in question: Amazon recently announced a deal with the NFL to steam game content, replacing Twitter. • Ad product wind-down could impact revenue: Management indicated that it is reevaluating lower return ad formats, and a decision to wind down certain formats (like direct response, promoted tweets) could further impact 2Q guidance. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 43 HOUSE_OVERSIGHT_014929¶

Top 1Q data points comScore mobile data indicated US monthly active users were up 2% y/y and down 4% q/q (down 3mn q/q), versus our estimate for +4% y/y, + 1% q/q. Total minutes for 1Q17 (2-mo. data) are tracking down 18% y/y, with mobile down 18% and desktop down 23%. Mobile minutes have averaged a 20% y/y decline for the last 4 months. Estimates vs Consensus Our 1Q17 rev/EPS estimates for $535mn/$0.03 are slightly above the Street and above the implied midpoint of management’s guidance (based on EBITDA and EBITDA margin outlook). Despite our near-term concerns, we believe the outlook was sufficiently conservative. That said, we see risk to current consensus estimates for the year, and we are below Street revenue at $2.3bn for 2017 vs consensus at $2.35bn, though slightly ahead on EBITDA on more moderate cost assumptions. Our 2017 estimates assume a conservative 4% MAU growth for the year. Table 29: Twitter Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofA ML est. Growth Y/Y% Street BofA ML vs Street $535 -10% $510 Above EBITDA BofA ML est. Street BofA ML vs Street $120 $94 Above EPS BofA ML est. Street BofA ML vs Street $0.03 $0.01 Above Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 $544 -10% $548 Below $152 $135 Above $2,301 -9% 52,352 Below $639 $564 Above $2,339 2% $2,496 Below $689 $650 Above $0.08 S0.06 Above $0.33 $0.27 Above $0.34 $0.37 Below Our $14.50 price objective is based on 12x our 2018 EBITDA estimate, which reflects a discount to the online media group (13x). We believe the Twitter platform has slowing user and revenue growth and as such, we expect the stock to trade at a sustained discount to online media peers, with potential M&A adding some offsetting downside support. 44 Internet/e-Commerce | 06 April 2017 Bankof America T Merrill Lynch HOUSE_OVERSIGHT_014930¶

Yelp (Neutral, $43 PO) Stock view: Likely to be some improvement vs last quarter Yelp is coming off of a quarter with decelerating app unique devices, weak new customer adds, and decelerating sales force growth, and it seems likely that one or two of these metrics will improve. The tone at our recent investor meetings with the CFO seem to suggest that 4Q issues did not signal a break in the model (see On the road with Yelp), and we expect an improvement q/q customer adds. We think the company should be able achieve Street 1Q revenue and EBITDA estimates, though we won’t be surprised to see the 2Q17 outlook come in slightly below current Street estimates. For the full year outlook, while we believe the implied expense growth in the 2017 outlook is somewhat conservative, management appears focused on investing in the business for now and we think upside is more likely to come in 2Q or 3Q. Overall, we remain somewhat cautious on the stock given potential revenue deceleration due to tough comps and a deceleration in sales force growth. On the cost front, management has been clear in its intention to invest in performance marketing, which could take time to bear fruit. In addition, we believe sales force growth to stabilize/increase going forward, which would seem to suggest potential cost headwinds relative to recent quarters. Finally, while we don’t have the specific financials, the addition of Nowait ($40mn acquisition closed 2/28) likely encompasses a moderate bump up in opex with limited revenue to offset. As we look ahead, we are encouraged with the three transitions within company and we will be looking for progress on the following on the call. The first is connections between consumers and businesses on Yelp through clicks, reservation services, ordering, and Request a Quote. The second is a ramp up in performance marketing as users engage in more measurable events. The third is new customer acquisition via alternative channels, including national customers from outside sales alongside self- serve customers via online channels. Key theme/metric(s) for 1Q: new account adds, app unique devices growth Given the miss last quarter and pressure on sales force headcount, local advertising accounts will be important gauge of overall execution. Other key metrics include app unique devices growth, which has been decelerating since mid-2015 from 51% y/y to 20% in 4Q16. Performance marketing could reverse the trend, but it could take some time. Finally, while management continues to highlight a decoupling of sales force growth and topline trends, investors still pay attention to overall sales force growth, particularly given the three consecutive quarters of deceleration from 44% y/y (1Q16) to 11% y/y (4Q17). Management has indicated that sales force growth in 2017 should be in the double digits. Table 30: Key 1Q metrics Metrics Claimed Local Business y/y Growth Local Advertising Accounts y/y Growth Reviews yly Growth 4Q16A 3,363 27% 138 24% 121,022 27% 1Q17E 3,552 25% 142 17% 127,135 25% 2Q17E 3,727 24% 150 17% 133,635 23% Source: BofA Merrill Lynch Global Research, company reports Biggest 1Q issues/risks: • Local revenue deceleration: We assume 750bps of y/y growth deceleration in 1Q17 vs 4Q16. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 45 HOUSE_OVERSIGHT_014931¶

• Metrics could remain under pressure: Investors likely will look for stabilization in key metrics such as app unique devices growth and local ad account growth, but it could take time for incremental marketing and sales investments to bear fruit. • Stock comp could create overhang: With Alphabet’s decision to only report GAAP profits, Yelp’s high stock comp (67% of 2017E EBITDA) could create overhang to the valuation. Leading indicator data points: Salesforce growth decelerating While it possible that Yelp sees improving productivity per salesperson, and the mix shift to national and self-serve reduces reliance on direct sales, the deceleration in salesforce headcount is a negative leading indicator for revenues. Chart 16: Salesforce growth versus local advertising revenue growth 80% 70% 60% 50% 40% 30% 20% 10% 0%¶

• Salesforce y/y % — — Salesforce y/y % ( 2-qtr shift)
• Local ad rev y/y % Source: Company, BofA Merrill Lynch Global Research Accrued sales bonus and commissions tracking lower We note that 4Q accrued bonuses and commissions are down y/y and reflect only 0.3% of NTM revenue, which would be the lowest ratio seen in recent years. Even on an absolute basis, the total accrued bonuses and commissions of $3.1mn is the lowest since mid-2013. While this is likely due in part to gains in self-serve and perhaps increased sales focus on National accounts, the change is noteworthy, in our view. Chart 17: Accrued bonuses and commissions as a % of NTM revenue 1.2% 1 1.0% 0.8% 3-year avg: 0.76 0.6% 0.4% 0.2% 0.0% Source: Company, BofA Merrill Lynch Global Research 46 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014932

In addition, the y/y change in commissions expense disclosed in company filings continued a downward trend to negative territory. Over the course of 2016, the number has gone from +$5.7mn in 1Q16, to +$2.4mn in 2Q16, to +$1.4mn in 3Q16, to down $1.7mn in 4Q16. We also consider comScore mobile data, which indicated that US monthly active users were up 2% y/y (2-months data) while desktop monthly active users were down 14% y/y. This reflects a moderate deceleration in mobile from 4Q (+4%) and slightly lower declines in desktop (4Q at - 16%). Total QTD US minutes are down 6% y/y for mobile (vs +4% in 4Q), though App minutes were flat, and desktop was up 6% y/y (vs + 1% in 4Q). The somewhat weaker mobile minutes trend is notable, particularly the lack of growth in Estimates vs Consensus Our revenue and EBITDA estimates are slightly above consensus for both 1Q17 and 2Q17, as well as for 2017 and 2018. We expect local ad revenue to grow 28% y/y in 1Q (vs 36% in 4Q) and transaction revenue to grow 17.5% (vs 19% in 4Q). Our 2017 estimates are near the high end of management’s 2017 outlook, and we would expect any upside potential to likely surface in the latter half of the year. Table 31: Yelp Estimate Summary 1Q17 2Q17 2017 2018 Revenue BofAML est Growth Y/Y% Street BofAML vs. Street $201 26% $198 Above EBITDA BofAML est Street BofAML vs. Street $31 $27 Above EPS BofAML est Street BofAML vs. Street $0.18 $0.16 Above Source: BofA Merrill Lynch Global Research, Bloomberg, as of 4/4/2017 $218 26% $215 Above $40 $37 Above $0.24 $0.25 Below $895 26% $889 Above $166 $161 Above S0.99 $1.04 Below $1,082 21% $1,068 Above $221 $217 Above $1.28 $1.45 Below We are more constructive on the stock given more negative sentiment and recent sell- off, but maintain our Neutral rating given the decelerating sales leading indicator metrics and tougher revenue comps. Our $43 price objective is based on 14x 2018E EV/EBITDA, slightly above online media comps, which we believe is warranted given the higher margin potential in the model. We believe our multiple balances premium growth vs peers with medium-term concerns on competition and limited GAAP profitability. We believe the slight premium valuation is sustainable if the company can continue to deliver 20%+ y/y topline growth, which would be above the advertising industry. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 47 HOUSE_OVERSIGHT_014933¶

Zillow (Buy, $42 PO) Stock view: controversy sounding the mortgage business While we still expect Zillow’s core business to have a solid quarter on product improvements, the self-serve platform, and its recent Seller Boost product, the controversy surrounding Zillow’s mortgage business (which potentially has implications for Zillow’s core business and the retail estate industry) has been a key recent driver of the stock. The Consumer Financial Protection Bureau (CFPB) has indicated that it views Zillow’s mortgage referral system as potentially violating parts of the Real Estate Settlement Procedures Act (RESPA). RESPA (Real Estate Settlement Procedures Act) is an act designed to product potential homeowners by outlawing kickback and referral fees from real estate services, particularly in relation to mortgage brokers who often receive referrals from real estate agents. Since Zillow’s mortgage referrals involve a pre-application and a referral directly to a mortgage agent that than a larger entity like a bank, this could be violating the act. Mortgage brokers often fund some of the real estate agents online advertising expenses and a crackdown on mortgage agents could potentially hurt real estate agents ability to spend dollars on Zillow. For now it is too early to say how this will develop as there are conflicting views for and against this view with the CFPB not releasing an official stance, but we expect this to be a near term overhang on the stock until a clear view of the CFPB’s view and intentions unfold. While a contentious issue, mortgage revenue is still only 8% of total revenue and even a cut back would have a minimal impact to overall revenue growth. As for the impact on real estate agent spend on Zillow, we believe at with only roughly 5% penetration into real estate agents online spend Zillow has plenty of room to grow the core business and the high ROl of the ad unit will ensure agents buy placements on Zillow regardless of mortgage broker involvement and continue to like the stock. Key theme/metric(s) for 1Q: Mortgage requests and revenue per loan With the controversy surrounding the mortgage business, we think investors will be extra focused on the mortgage unit and focus on the mortgage revenue per loan request and consumer load requests. Zillow will be releasing new metrics this quarter to replace ARPA and premier agent count, but has yet to indicate what those metrics will be. Key topics for the call will likely include: 1) mortgage business outlook; 2) premier agent advertising spend; 3) rentals business; and 4) progress on FY17 goals. Biggest 1Q issues/risks: • If the CFPB decides Zillow violates RESPA, Zillow could face fines and have to retool its mortgage platform. • New metrics for FY17 could give less visibility into the business as a whole. • Slower than expected penetration of self-service platform leading to increased S&M costs. • Potential for a weak 2Q guide if mortgage issues overhang the business as a whole. Top 1Q traffic data points: comScore suggests usage up in 10 comScore desktop data suggests that unique visitors were down 5% quarter to date Van. and Feb.) while usage was up 2% QTD. However, on mobile, comScore data suggests usage is up 14% y/y on a bigger unique visitor base to 62mn unique users and usage was up 7%. We note comScore has made several methodology changes which has impacted the consistency of recent months data. Estimates vs. Consensus: We are above the Street Over rev/EBITDA estimates of $239mn/$40mn is above the Street at $236mn/$39mn. We estimate that ARPA will be up 29% y/y to $629 and premier agent subscribers will be flat y/y at 91.9K. Overall, we estimate 28% y/y growth, but note that the mortgage issues could potentially impact revenue. For rentals and other we estimate $32mn in revenue, up 75% y/y. 48 Internet/e-Commerce | 06 April 2017 Born merica a HOUSE_OVERSIGHT_014934¶

Table 32: Zillow estimate summary Revenue BofAML est. Growth Y/Y% Street BofAML vs. Street EBITDA BofAML est. Street BofAML vs. Street EPS BofAML est. Street BofAML vs. Street 1Q17 $239 $236 Above $40 $39 Above $0.06 $0.05 Above Source: BofA Merrill Lynch Global Research estimates 2Q17 $261 $257 Above $51 $46 Above $0.11 $0.07 Above 2017 $1,062 25% $1,048 Above $215 $211 Above $0.48 $0.44 Above 2018 $1,307 23% $1,258 Above Above $0.89 $0.80 Above Zillow has effectively captured the online U.S. real estate market, allowing them to accelerate monetization and access to a large TAM with $87bn in total real estate commissions paid in 2016 and Zillow powering just 5% of the commissions through its Premier Agent platform. Although there is potential for the mortgage business to create a headwind if the CFPB issued a negative ruling against Zillow, we still like the stock into the quarter, as we prefer business with minimal competition, and believe that the high ROl of the real estate premium platform to real estate agents will ensure agents buy placements on Zillow regardless of mortgage broker involvement. We maintain our $42 PO based on a 6x our 2018E EV/Sales and supported by our DCF valuation. Our multiple is roughly in-line for online real estate lead generation sites in other countries operating in developed countries. Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 49 HOUSE_OVERSIGHT_014935¶

Zynga (Underperform, $2.70) Stock view: Live events can improve franchises, but still need new titles Zynga launched Dawn of Titans end of 4Q, and although it progressed into the top 20 grossing games in the U.S. Apple store, it has fallen out of the top 100 at some points during the quarter suggesting that its overall revenue contribution has been fairly low. While this is somewhat disappointing, we think investor expectations for the game are now at reasonable (lower) levels. Instead of big new title launches, Zynga has indicated it is focused on strengthening its current franchises with better engagement and monetization through live events and new features, and progress in this area is key for the 2017 stock outlook. Zynga Poker (up roughly 80% y/y YTD) appears to be benefiting from the focus on engagement and live events with much stronger monetization, which could offset declines in other titles. Overall, we think it could be hard to get the Street excited on the stock without a strong future title that could drive more than single digit growth. Key theme/metric(s): DAUs, and live events impact on DAU trends After launching 10 new games in 2016, Zynga is focusing more heavily on live events to drive engagement with in franchises rather than launching additional titles. This should, if successful, translate into better DAU metrics as consumer engage with a title more often. With Dawn of Titan likely coming below Street expectations, stronger engagement will be necessarily for Zynga to drive a stronger DAU base. For the quarter, we model 17.9mn online game DAUs for 1Q, down slightly q/q, and down 6% y/y. Biggest issues/risks: • Dawn of Titans revenues: Zynga spend several years developing the game and lack of title success could impact sentiment. • Expense leverage and cost-cutting benefits do not materialize: Zynga plans to further improve operational efficiency and potentially cut non-profitable franchises, but this may be hard to do without impacting long term growth opportunities. • Lack of new releases: Zynga gave no indication of when it will release its next title leaving current franchises to carry revenue and earnings. Top data points: Zynga game bookings tracking in-line to slightly below est. Zynga’s largest revenue generating franchises, Zynga Poker was up significantly in 1Q. Zynga Poker appears to be benefiting from live events and is tracking up roughly 89% QTD. Combined slots titles appear a bit more challenged with total revenue down 30% QTD y/y, in part due to lower monetization on Wizard of Oz slots which is tracking down in gross gaming rankings. Overall, QTD January and February) Zynga online game bookings (ex-ad revenue) is tracking up 7% y/y vs our 1Q est. of bookings up 9% y/y. Chart 18: Zynga Poker y/y revenue growth 100% 60% 90% = 80% 50% 70% 40% - 30% 60% 50% 20% 40% 10% 30% 20% 10% 0% - Chart 19: Zynga slots yly revenue growth Source: Superdata Research, BofA Merrill Lynch Global Research -30% - -40% Source: BofA Merrill Lynch Global Research estimates, company report 50 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014936¶

Estimates vs. Consensus: Mostly inline to the Street We are slightly above the street on revenue at $189mn vs. $188mn, but in-line on EBITDA at $20mn. Cost cutting could improve EBITDA and Zynga has restructured some of its workforce and is focusing on driving more engagement with live events in its game franchises. For 2017, we are below the Street on revenue at $779mn vs. $805mn, but above on EBITDA at $101 mn vs $99mn. Table 33: Zynga Estimate Summary Revenue BofA ML est. Growth Y/Y% Street BofA ML vs Street 1Q17 $189 41% $188 Above EBITDA BofA ML est. Street BofA ML vs Street $20 $20 Above EPS BofA ML est. $0.01 Street S0.02 BofA ML vs Street Below Source: BofA Merrill Lynch Global Research estimates, company report 2Q17 $196 41% $200 Below $20 $24 Below 2017 $779 5% $805 Below $101 $99 Above 2018 $786 1% $875 Below $0.01 $0.02 Below $0.05 $0.07 Below $106 $122 Below S0.06 Below Zynga is improving profitability while engaging players better with live services but we remain cautious on the company’s ability to materially grow its audience and still favor the console gaming group. Zynga should have downside support given roughly $1.50 in cash and assets and strategic franchise value (we estimate Poker/Slots generates over $250mn+ in revenue annually). Our $2.70 PO is based on 11x 2018E EBITDA (which is a premium to the Mobile gaming peer group due to margin expansion potential), plus $1.41/share in cash and assets (building). Bankof America T Merrill Lynch Internet/e-Commerce | 06 April 2017 51 HOUSE_OVERSIGHT_014937¶

Company referenced Alphabet A Alphabet C Amazon.com Bankrate Care.com eBay Expedia Facebook Fitbit GrubHub Lending Tree Match Group Netflix ONDK Pandora priceline.com Quotient Snap TripAdvisor Trivago Twitter Wayfair Yahoo! Yelp Zillow A Zillow C ZYNGA ZG ZNGA Source: BofA Merrill Lynch Global Research, Prices as of 5 April 2017 52 Internet/e-Commerce | 06 April 2017 Bankof America A Merrill Lynch HOUSE_OVERSIGHT_014938¶

Price objective basis & risk Alphabet (GOOGL / GOOG) Our price objective is $1025/$1025, representing 17x our core 2018 Google non-GAAP EPS estimate (excluding non-Google losses), plus $118/share in cash, or 21x core Google GAAP EPS plus cash. Alphabet has traded at 12-24x forward P/E over the last five years and we think our 17x multiple is reasonable given shareholder friendly actions that include the non-core revenue and operating loss disclosures, and stock buybacks. Downside risks to our PO are: 1) Search revenue growth decelerates faster than anticipated due to market maturity, 2) mobile transition drives negative search behavior changes, 3) revenue growth pressure from competitor initiatives, 4) margins disappoint due to revenue mix and investment initiatives, and 5) negative regulatory changes, including EU antitrust. The stock has been subject to heavy volatility in the past based on revenue growth and margin trends and this volatility could increase if economic conditions deteriorate. Amazon.com (AMZN) Our PO of $1,100 is based on our SOP that values AWS at $127bn or $259 per share and the retail business at $413bn or $841 per share. Our 5.5x AWS multiple is a modest premium to the software/SaaS comp group at 5.0x on 2018 sales, and 0.9x multiple is a premium to a retail general merchandise comp group at 0.7x. We think the premiums are warranted given share gains and superior growth. Our $1,100 price objective implies 2.8x 2018E Price/Sales, a multiple above the high end of Amazon’s historical range of 1.0-2.5x. We argue the historical P/S multiple should increase given positive 3rd party sales (3P) that is reported on a net basis, a higher AWS revenue contribution, and record gross profit margins. Downside risks to our price objective are a consumer spending slowdown, rich P/E multiple, margin or growth pressure from the digitization of media, more aggressive offline competition, hardware strategy, AWS investments and/or price cuts, Prime Instant Video content costs, and decelerating growth. The stock has been subject to heavy volatility in the past, based on margin trends, and this volatility could increase due to economic uncertainty. Bankrate (RATE) Our $13 price objective is based on 9x our 2018E EV/EBITDA, a slight discount to the online lead-gen and marketplace peer group average of 11x. We believe it is reasonable for RATE to trade at a slight discount given RATE’s recent challenges to both growth and margins and its position as a turnaround in the space. Downside risks to our PO are: 1) limited visibility into intra-quarter trends, 2) stock ependent on economic outlook, 3) card issuer spending is volatile and the turnaround i hort lived, 4) slower growth in personal loans than expected, 5) higher than expecter marketing spending to drive traffic to Bankrate sites, resulting in lower margins, 6) Google changes have a negative impact on marketing margins and EPS, 7) competition Care.com (CRCM) Our $9 price objective is based on 1.3x 2018E EV/Sales or 10x 2018E EV/EBITDA, in line with small cap ecommerce and subscription peers. Care.com has category leadership and a large TAM, but we do not believe 7% 2-yr expected revenue growth warrants a premium to peers. At the same time, we believe that the Google Capital investment could provide some downside support on take-out potential. Downside risks to our PO are 1) need to add more customers each year to grow given high churn, 2) competition from SitterCity and Homestead, and 3) new care offerings Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 53 HOUSE_OVERSIGHT_014939¶

(mobile apps, premium nanny, date night payment services etc.) may not see much traction, 4) lower conversion rates on mobile, 5) mobile conversions with 30% fee to Apple and Google Play marketplaces could negatively impact margins, and 6) international expansion may not be successful given different demographics. Upside risks to our PO are 1) lower marketing spend resulting in higher margins and better leverage in 2016, 2) revenue upside from cross-selling and word of mouth, 3) increase length of stay for paid subscribers, reducing churn, and 4) traction from new care offerings, Care at Work, and international expansion. eBay (EBAY) Our $38 price objective is based on 17x our 2018E EPS. Our 17x P/E multiple is slightly ahead of the retail comp group average of about 16x, reflecting eBay’s potential for a Marketplace growth acceleration in 2017. Risks to our price objective are: 1) competition from Amazon and other new Marketplaces in the U.S., competition from Amazon, Alibaba and local incumbents in International markets, and competition from multi-channel retailers that are aggressively investing in the online channel, 2) vulnerability to future Google algorithm changes, 3) decelerating user growth, resulting in eCommerce market share losses, and 4) currency risk including FX volatility impact on cross border trade. The stock has been subject to heavy volatility in the past based on GMV growth and market share trends and this volatility could increase due to economic uncertainty. Expedia (EXPE) Our $146 price objective is based on our sum of the parts (SOP) that assumes 9x 2018E EBITDA for the core OTA business (a discount to Priceline at approx. 15x due to slower organic growth and higher taxes on earnings), 8x 2018E EBITDA for Egencia (we expect single digit growth), 60% ownership of Trivago (using our PO), and HomeAway at 15x Downside risks to our PO are: 1) economic downturn leading to fewer travel bookings, 2) competition for European traffic lowering the company’s growth or margin opportunity, 3) hotels favoring lower-cost alternative distribution channels and limiting Expedia’s access to inventory, 4) Google and/or TripAdvisor disintermediation, and 5) the negative impact of terrorism and disease on global travel trends. Facebook (FB) Our $165 price objective is based on 24x our non-GAAP 2018E EPS and 27x GAAP EPS, multiples equal to about 1x 2018E revenue growth, mostly in-line with its social and online media peers. Risks are: 1) high valuation that discounts strong growth, 2) changes in user engagement impacts optimism on revenue opportunities and compresses the stock multiple, 3) privacy issues or pushback on Facebook’s policy changes impact revenue generation, 4) risks to executing Messenger & WhatsApp monetization, 5) potential for higher investment to negatively impact margins, and 6) a macroeconomic impact on advertising pricing. Our $6.50 price objective is based on 0.5x EV/S multiple which is below the device manufacturer peer group at 1.8x, but justified in our view given declining revenue and profitability, FCF burn, market saturation, and limited visibility into the next product cycle. Upside risks are: 1) international product launches and expansion, 2) higher-than- expected ASPs, 3) new product launches domestically, 4) slower-than-expected OpEx ramp, 5) software monetization and 6) corporate wellness program growth. 54 Internet/e-Commerce | 06 April 2017 inkof America errill Lyn HOUSE_OVERSIGHT_014940¶

Downside risks are: 1) integration risk from smartwatches and other wearables cannibalizing the fitness tracker market, 2) fad risk, as fitness trackers could be simply a fitness fad with consumers, 3) competitive risk from competitors out-innovating, and 4) execution risk on channel build and inventory management. GoPro (GPRO) Our $8 price objective is based on 10x our 2018E EBITDA, in line with the peer average of 10x, which we believe is appropriate given its slightly higher growth and potential for EBITDA margin expansion after restructuring. GoPro is the leading action camera company in the world but has been challenged by execution issues limiting its ability to drive strong product cycles. Downside risks to our PO are: 1) new products fail to resonate with consumers, 2) competitive pressure pushing down ASPs, and 3) failure to meet market demand during holidays. Upside risks to our PO are: 1) better than expected sales on new products, 2) better than expected holiday sales from extra manufacturing capacity, 3) better than expected drone sales, or new product announcements, and 4) new direct sales partnerships internationally GrubHub (GRUB) Our PO is $49, based on 32x our 2018E P/E (vs. high growth internet at 31x). We believe GRUB warrants a premium to eCommerce peers due to the attractive margins of the core business and, relative to the overall small-cap sector, GRUB has more attractive margins and growth potential. Downside risks to our PO are: Revenue and sales metrics are trailing KPIs for Diners and Restaurant and the potential for diminishing returns on future restaurant and user additions is a risk. GrubHub has significant room for growth in the US ahead, but will need to invest internationally if domestic growth stalls. LendingTree (TREE) Our $140 price objective represents 14x 2018E EV/EBITDA, a premium to the lead generation services and marketplace peer group average of 11x due to market position (category leader in mortgage and personal loans) and faster revenue growth. Risks to achieving our estimates and price objective are: 1) interest rate risks given the demand for leads for mortgage and other loan products, 2) competition with other consumer finance sites and ad networks, 3) potential for search engine disintermediation and traffic competition, 4) potential for recessionary impact on loan products (lower traffic and demand for leads) and credit card markets, 5) premium valuation vs. lead generation and marketplace peers, and 6) acquisition risk. Match Group (MTCH) Our PO is $21 based on 12x our estimated 2018 EBITDA of $562mn and our DCF valuation analysis. The basis for our PO is in-line with the eCommerce group, but a premium to the consumer internet subscription services group due to MTCH’s combination of market dominance, profitability, and cash flow. We think fundamentals help MTCH stand out from its ecommerce peer group and MTCH should be seen as a more defensible platform that is unlikely to see disruption in its core markets. Downside risks are: market share losses to an emerging dating business, potential for higher acquisition costs on mobile, lower conversion rates that lead to lower PMC growth, the need to acquire competing sites to maintain growth or market share, and Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 55 HOUSE_OVERSIGHT_014941¶

higher-than-expected International investments. The biggest downside risk is lower revenue if Tinder experiences a decline in popularity or public perception. Netflix, Inc. (NFLX) Our $154 price objective is based on a peak penetration sum-of-the-parts analysis which discounts back future EPS at peak penetration by 10%. At peak penetration, we assume domestic streams peak at 65mn subscribers in five years while the international segment reaches 200mn seven years later. We assume APRU of $9.99 and 40% contribution margins for the domestic business and a $8.50 APRU and 40% contribution margin for the international business. We also assume a $1.50 price increase domestically over six years and a $3.60 price increase internationally over twelve years which will be 75% incremental to operating income. We assume a US tax rate of 40% and an international tax rate of 25%. At peak penetration, we assume a 15x S&P average multiple. Downside risks to our price objective are: 1) increasing content costs, 2) potential new competitors in the company’s streaming business, 3) execution challenges and competition potentially limiting growth in new markets, 4) U.S. saturation point approaching quicker than expected, and 5) net neutrality repeal causing ISPs to look to recoup higher rents from Netflix’s high bandwidth requirements for streaming. Upside risks to our price objective are: 1) content costs rising slower than expected, 2) total subscriber growth is faster than expected, and 3) international expansion into new large markets (e.g. China). OnDeck Capital (ONDK) Our $6 price objective is based on 10x our 2018E EBITDA. This is below the internet ecommerce comparable group (11x) which is justified in our view given OnDeck’s double digit revenue growth and potential to expand margins starting in 2018 as it gains scale and operating leverage, but tempered by a slower FY18. Upside risks to our PO are: 1) faster than expected originations growth, 2) signing of new large strategic partners, and 3) lower than expected operating expenses. Downside risks to our PO are: 1) higher than expected loss rates from worsening macro environment, 2) credit market freeze shutting down liquidity access, 3) lower effective yield from competition, and 4) increased marketing spend. Pandora Media, Inc. (P) Our $9 price objective is based on 1x our 2018 revenue estimate, a significant discount to online media and subscription service peers, but justified in our view as the multiple takes into account the company’s difficult transition to a subscription on-demand service and lack of near term profitability balanced by the value of its data and user Upside risks to our PO are: 1) direct licensing agreements for lower royalty rates, 2) international expansion announcements, 3) ad-load increases in key demos, increasing monetization rates, 4) faster than expected launch of on-demand service, and 5) the company is acquired. Downside risks to our PO are: 1) emerging competition from both other Internet models like Spotify and Apple Music, as well as large, established radio companies like HeartMedia embracing Internet streaming, 2) slow down in the company’s ability to grow monetization, 3) lack of historical or near-term GAAP profitability, and 4) delayed on-demand service launch 56 Internet/e-Commerce | 06 April 2017 merril America HOUSE_OVERSIGHT_014942¶

priceline.com (PCLN) Our price objective is $1,920 based on 22x our 2018 adj. EPS estimate. The 22x multiple is towards the upper end of Priceline’s historical multiple range of 13-23x and represents a PEG of 1.4x. We think a 22x forward P/E multiple is appropriate given mid- teens EPS growth, strong booking trends, Priceline’s leadership position in the global online travel sector, track record of EPS upside, and increased access to the China market via the Ctrip investment. Risks to our PO are 1) a global economic downturn, especially macro-weakness in Europe, leading to fewer travel bookings and pressure on room rates, 2) competition for traffic lowering the company’s growth or margin opportunity, 3) hotels favoring their own distribution channels, 4) FX volatility, 5) increased competition from Expedia, TripAdvisor and potentially Google, and 6) the impact of terrorism/disease on global travel trends. The stock has been subject to heavy volatility in the past based on travel industry trends and this volatility could increase due to greater economic uncertainty, especially with macro-trends in Europe. Quotient Technology Inc (QUOT) Our $13 price objective is based on a 16x 2018E EBITDA, a premium to eCommerce peers (11x), which we think is justified given stickiness of the Retailer IQ platform and the slightly higher growth of 14% in FY17 vs. eCommerce group at 11%). Quotient is a lead operator in online couponing, has a strong technological platform, relationships with CPGs and a platform that is slowly spreading across grocers in the U.S. Downside risks are: 1) further delays in point-of-sale system rollout with retailers, 2) loss of major retailers or CPG, 3) higher-than-expected R&D and S&M costs due to investment, and 4) limited float may contribute to volatility. Upside risks to our analysis are: 1) additional retailers launching on their point-of-sale system, 2) quicker-than-expected transition to digital couponing, 3) new additional digital coupon retail clients (such as Walmart). and 4) targeted couponing lifting average transaction pricing. Snap (SNAP) Our $25 PO is based on our DCF model as we do not expect the company to be profitable until mid- to late-2019 and any earnings-based valuation exercise would require discounting back future earnings. Our DCF assumes approximately $28bn revenue by 2027 based on 525mn DAUs and $50+ in ARPU. Our PO implies 15.5x EV / Revenue, above the peer group at 4x, as we believe Snap’s early stage of ad monetization and potential future leverage in the business model warrants a premium valuation multiple to the social media group. Upside risks to our PO are: 1) greater than expected reacceleration in North America DAU growth, 2) more rapid monetization of existing user base with increased ad load and/or new ad formats, and 3) better traction and monetization in International markets. Downside risks to our PO are: 1) further deceleration in user growth that would raise concerns on long-term revenue opportunity, 2) pressure on usage due to competing services, and 3) performance into the first lock-up expiration on 7/29/17. TripAdvisor (TRIP) Our price objective of $40 is based on 25x our 2018 non-GAAP EPS estimate. This multiple represents a modest premium to the group for possibly depressed margins and re-accelerating top-line growth. Downside risks to our price objective are: 1) increasing competition (e.g. Yelp), 2) macro- economic factors (e.g. recession in Europe) impacting the travel industry, 3) challenges Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 57 HOUSE_OVERSIGHT_014943¶

to the credibility of online reviews, 4) Instant Book transition puts pressure on revenue growth, and 5) mobile monetization headwinds. Upside risks to our price objective are: 1) improved mobile monetization 2) major OTA sign on for instant booking 3) high non-hotel shopper dollar capture and 4) improved global macro environment. Trivago NV (TRVG) Our PO of $15 is based on a 3.5x 2018E EV/Sales multiple. We note that 3.5x is roughly in line with the lead generation peer group average 2018E EV/Sales multiple. We think our EV/Sales multiple is warranted as a balance between Trivago’s higher growth and lower profitability. Our price objective is supported by our DCF analysis. Downside risks to our price objective are: 1) Growing competition, 2) Elevated marketing spend, 3) High Customer concentration, 4) Macro and FX risks, and 5) Potential for loss of hotel inventory. Twitter (TWTR) Our $14.5 price objective is based on 12x our 2018 EBITDA estimate, which reflects a discount to the online media group (13x). We believe the Twitter platform has slowing user and revenue growth and as such, we expect the stock to trade at a sustained discount to online media peers, with potential M&A adding some offsetting downside Downside risks to our PO are: 1) decelerating user growth that may raise concerns on long-term revenue opportunity, 2) pressure on usage due to emergence of competing services, 3) new ad initiatives may not perform well, resulting in lower advertiser demand for Twitter ads, 4) monetization of logged-out users and third party application users are slow to materialize, and 5) on a EV/EBITDA basis Twitter is more attractive today than in the past, but stock remains subject to multiple compression. Upside risks to our PO are: 1) User adds could ramp on new product initiatives in the 2H, and accelerating user growth may increase optimism on long-term revenue opportunity, 2) with new demographic targeting initiatives, Twitter is able to capture more TV dollars (vs online ad dollars) that are incremental with video ads, 3) the NFL broadcasts and other video content (live political, entertainment, etc.) could help Twitter grow users meaningfully in the long term, 4) guidance could prove to be conservative, 5) traction from monetization of logged-out users and 6) potential that Twitter could be acquired. Wayfair (W) Our price objective of $44 is based on 0.7x 2018E EV/sales. We continue to focus on EV/Sales given Wayfair’s lack of profitability to date. Our 0.7x target multiple is a discount to W’s eCommerce comp group and at a modest discount to W’s retail comp group. We think the multiple is appropriate given stronger revenue growth vs. peers, balanced by lower profitability and competitive risks. Downside risks are: 1) GAAP operating losses expected through 2018, making valuation analysis more complex, 2) competition from several well capitalized companies including Amazon, 3) brand complexity (5 brands), 4) category limitations, 5) partner segment revenue headwinds, and 6) execution risk on International expansion. Yahoo! (YHOO) Our price objective of $57 is based on our sum-of-parts valuation assumptions. Our $53 estimated asset value represents $39/share from the remaining Alibaba stake (using $122 Alibaba valuation {10% discount rate, mid-term FCF FY18-25E CAGR of 18%, 4% terminal growth} x 384mn shares at 20% discount rate), $6.1 for Yahoo Japan, $0.5 for Excalibur patents, and $6.9 in cash and cash equivalents on Yahoo’s balance sheet. We 58 Internet/e-Commerce | 06 April 2017 Bon America a HOUSE_OVERSIGHT_014944¶

assume $4.7/share in value for the core business based Verizon’s pending acquisition value of $4.83bn less $300mn for potential revisions. Downside risks to our PO are: 1) Alibaba stock valuation declines, 2) Alibaba valuation discount is higher than expected, 3) Verizon’s pending acquisition of Yahoo core assets is delayed/challenged, 4) valuation of Yahoo! Japan falls, and 5) valuation of Excalibur Our $43 price objective is based on 14x 2018E EV/EBITDA, slightly above online media comps, which we believe is warranted given the higher margin potential in the model. We believe our multiple balances premium growth vs peers with medium-term concerns on competition and limited GAAP profitability. We believe the slight premium valuation is sustainable if the company can continue to deliver 25% y/y topline growth with y/y margin improvement. Downside risks are Google and Facebook’s ambitions to build a review ecosystem to tap into local ad spending, competition from a variety of online and offline locally focused advertising businesses, Google traffic dependency, and advertiser churn. Zillow (ZG / Z) Our $42 price objective is based on a 6x our 2018E EV/Sales and supported by our DCF valuation. Our multiple is roughly in-line for online real estate lead generation sites in other countries operating in developed countries. In addition, this multiple represents a relative discount given Zillow’s higher sales growth and a larger US TAM in comparison to its peers in smaller developed markets like Australia and Japan. We are positive on Zillow’s long term opportunity to capture the majority of realtor’s dollars moving from offline channels to online marketing channels. Downside risks are: 1) traffic cannibalization between Zillow properties, 2) new lawsuits again Zillow, 3) potential for multiple compression, 4) a U.S. housing market down turn, and 5) lack of profitability support for valuation. Upside risks are: 1) faster than expected growth and S&M leverage, 2) Zillow Digg monetization, 3) accelerated grow the in rentals market, and 4) new market expansion. ZYNGA (ZNGA) Our $2.70 PO is now based on 11x 2018E EBITDA (which is a premium to the Mobile gaming peer group due to margin expansion potential), plus $1.41/share in cash and assets (building). Downside risks to our price objective are mobile market share losses, challenges in establishing successful new content given employee departures, and player churn due t greater competition given low barriers to entry. Upside risks are successful new title releases that accelerate growth, or potential acquisition of Zynga for its game portfolio Analyst Certification We, Justin Post, Jason Mitchell and Nat Schindler, hereby certify that the views each of s has expressed in this research report accurately reflect each of our respective ersonal views about the subject securities and issuers. We also certify that no part o our respective compensation was, is, or will be, directly or indirectly, related to the specific recommendations or view expressed in this research report. Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 59 HOUSE_OVERSIGHT_014945¶

Special Disclosures BofA Merrill Lynch is currently acting as financial advisor to eBay Inc in connection with the extension of a dual branded retail credit card with General Electric and committing to purchase the loan portfolio in 2016. Deal announced along with Second Quarter Earnings on July 16, 2014. BofA Merrill Lynch is currently acting as financial advisor to Verizon Communications Inc in connection with its proposed acquisition of Yahoo! Inc’s operating business, which was announced on July 25, 2016. The proposed transaction is subject to approval by shareholders of Yahoo! Inc. This research report is not intended to (1) provide voting advice, (2) serve as an endorsement of the proposed transaction, or (3) result in the procurement, withholding or revocation of a proxy. 60 Internet/e-Commerce | 06 April 2017 Bankof America T Merrill Lynch HOUSE_OVERSIGHT_014946¶

US - Internet Coverage Cluster Investment rating BUY NEUTRAL UNDERPERFORM RVW Company Alphabet Alphabet Amazon.com Bankrate eBay Expedia Facebook GrubHub IAC InterActive Lending Tree Match Group Netflix, Inc. OnDeck Capital priceline.com Take-Two Interactive Trivago NV Wix.com Yahoo! Zillow Zillow Activision Electronic Arts Quotient Technology Inc Snap Wayfair Yelp Care.com Fitbit GoPro Pandora Media, Inc. TripAdvisor Twitter ZYNGA Chegg Bankof America T Merrill Lynch BofA Merrill Lynch ticker GOOGL GOOG AMZN RATE EBAY EXPE FB GRUB TAC TREE MTCH NFLX ONDK PCLN TTWO TRVG WIX YHOO ZG ATVI EA QUOT SNAP W YELP CRCM FIT GPRO TRIP TWTR ZNGA CHGG Bloomberg symbol AMZN US RATE US EBAY US EXPE US GRUB US MTCH US NFLX US ONDK US PCLN US TTWO US TRVG US ZG US ATVI US EA US QUOT US SNAP US WUS YELP US CRCM US FIT US GPRO US PUS TRIP US TWTR US ZNGA US CHGG US Analyst Justin Post Justin Post Justin Post Nat Schindler Justin Post Justin Post Justin Post Nat Schindler Nat Schindler Nat Schindler Nat Schindler Nat Schindler Nat Schindler Justin Post Justin Post Nat Schindler Nat Schindler Justin Post Nat Schindler Nat Schindler Justin Post Justin Post Nat Schindler Justin Post Justin Post Justin Post Justin Post Jason Mitchell Jason Mitchell Nat Schindler Nat Schindler Justin Post Justin Post Nat Schindler Internet/e-Commerce | 06 April 2017 61 HOUSE_OVERSIGHT_014947¶

Disclosures Important Disclosures Equity Investment Rating Distribution: Electronics Group (as of 31 Mar 2017) Coverage Universe Percent Inv. Banking Relationships* Count 14 Buy Hold Sell Percent 48.28% 40.00% 33.33% 30.61% Equity Investment Rating Distribution: Media & Entertainment Group (as of 31 Mar 2017) Coverage Universe Count Percent Buy 40 56.34% Hold 16 15 22.54% Sell 21.13% Inv. Banking Relationships* Buy Hold Sell Count 21 Percent 52.50% 37.50% 40.00% Equity Investment Rating Distribution: Technology Group (as of 31 Mar 2017) Coverage Universe Count Percent Inv. Banking Relationships* Buy 126 59.43% Hold 35 16.51% Sell 24.06% Buy Hold Sell Count 70 17 17 Percent 55.56% 48.57% 33.33% Equity Investment Rating Distribution: Global Group (as of 31 Mar 2017) Coverage Universe Count Percent Buy 1578 51.33% Hold 690 22.45% Inv. Banking Relationships* Buy Hold Sell 806 26.22% Count 979 434 381 Percent 62.04% 62.90% 47.27%¶

• Issuers that were investment banking clients of BofA Merrill Lynch or one of its affiliates within the past 12 months. For purposes of this Investment Rating Distribution, the coverage universe includes only stocks. A stock rated Neutral is included as a Hold, and a stock rated Underperform is included as a Sell. FUNDAMENTAL EQUITY OPINION KEY: Opinions include a Volatility Risk Rating, an Investment Rating and an Income Rating. VOLATILITY RISK RATINGS, indicators of potential price fluctuation, are: A - Low, B - Medium and C - High. INVESTMENT RATINGS reflect the analyst’s assessment of a stock’s: (i) absolute total return potential and (ii) attractiveness for investment relative to other stocks within its Coverage Cluster (defined below). There are three investment ratings: 1 - Buy stocks are expected to have a total return of at least 10% and are the most attractive stocks in the coverage cluster; 2 - Neutral stocks are expected to remain flat or increase in value and are less attractive than Buy rated stocks and 3 - Underperform stocks are the least attractive stocks in a coverage cluster. Analysts assign investment ratings considering, among other things, the 0-12 month total return expectation for a stock and the firm’s guidelines for ratings dispersions (shown in the table below). The current price objective for a stock should be referenced to better understand the total return expectation at any given time. The price objective reflects the analyst’s view of the potential price appreciation (depreciation). Investment rating Total return expectation (within 12-month period of date of initial rating) Ratings dispersion guidelines for coverage cluster* Buy ≥ 10% ≤ 70% Neutral ≥ 0% ≤ 30% Underperform N/A ≥ 20%
• Ratings dispersions may vary from time to time where BofA Merrill Lynch Research believes it better reflects the investment prospects of stocks in a Coverage Cluster. INCOME RATINGS, indicators of potential cash dividends, are: 7 - same/higher (dividend considered to be secure), 8 - same/lower (dividend not considered to be secure) and 9 - pays no cash dividend. Coverage Cluster is comprised of stocks covered by a single analyst or two or more analysts sharing a common industry, sector, region or other classification(s). A stock’s coverage cluster is included in the most recent BofA Merrill Lynch report referencing the stock. Price charts for the securities referenced in this research report are available at http://pricecharts.baml.com, or call 1-800-MERRILL to have them mailed. MLPF&S or one of its affiliates acts as a market maker for the equity securities recommended in the report: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GoPro, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, Pandora, priceline.com, Quotient, Snap, TripAdvisor, Trivago, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. MLPF&S or an affiliate was a manager of a public offering of securities of this issuer within the last 12 months: Match Group, priceline.com, Trivago. The issuer is or was, within the last 12 months, an investment banking client of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Bankrate, eBay, Expedia Inc, Facebook, Fitbit, LendingTree, Match Group, OnDeck Capital, priceline.com, Trivago, Yahoo!, Zillow. MLPF&S or an affiliate has received compensation from the issuer for non-investment banking services or products within the past 12 months: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, priceline.com, Quotient, Snap, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. The issuer is or was, within the last 12 months, a non-securities business client of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, priceline.com, Quotient, Snap, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. MLPF&S or an affiliate has received compensation for investment banking services from this issuer within the past 12 months: Alphabet, Amazon.com, Bankrate, eBay, Expedia Inc, Match Group, priceline.com, Trivago, Yahoo!, Zillow. MLPF&S or an affiliate expects to receive or intends to seek compensation for investment banking services from this issuer or an affiliate of the issuer within the next three months: Alphabet, Amazon.com, eBay, Expedia Inc, Facebook, Fitbit, LendingTree, OnDeck Capital, priceline.com, Trivago, Yahoo!. MLPF&S together with its affiliates beneficially owns one percent or more of the common stock of this issuer. If this report was issued on or after the 9th day of the month, it reflects the ownership position on the last day of the previous month. Reports issued before the 9th day of a month reflect the ownership position at the end of the second month preceding the date of the report: eBay, Match Group, Pandora, Yahoo!. MLPF&S or one of its affiliates is willing to sell to, or buy from, clients the common equity of the issuer on a principal basis: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GoPro, GrubHub, LendingTree, Match Group, Netflix, OnDeck Capital, Pandora, priceline.com, Quotient, Snap, TripAdvisor, Trivago, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. The issuer is or was, within the last 12 months, a securities business client (non-investment banking) of MLPF&S and/or one or more of its affiliates: Alphabet, Amazon.com, Bankrate, Care.com, eBay, Expedia Inc, Facebook, Fitbit, GrubHub, LendingTree, Match Group, Netflix, priceline.com, Quotient, TripAdvisor, Twitter, Wayfair, Yahoo!, Yelp, Zillow, ZYNGA. BofA Merrill Lynch Research Personnel (including the analyst(s) responsible for this report) receive compensation based upon, among other factors, the overall profitability of Bank of America Corporation, including profits derived from investment banking. The analyst(s) responsible for this report may also receive compensation based upon, among other factors, the overall profitability of the Bank’s sales and trading businesses relating to the class of securities or financial instruments for which such analyst is responsible. 62 Internet/e-Commerce | 06 April 2017 Bankof America Merrill Lynch HOUSE_OVERSIGHT_014948

Other Important Disclosures From time to time research analysts conduct site visits of covered issuers. BofA Merrill Lynch policies prohibit research analysts from accepting payment or reimbursement for travel expenses from the issuer for such visits. Prices are indicative and for information purposes only. Except as otherwise stated in the report, for the purpose of any recommendation in relation to: (i) an equity security, the price referenced is the publicly traded price of the security as of close of business on the day prior to the date of the report or, if the report is published during intraday trading, the price referenced is indicative of the traded price as of the date and time of the report; or (ii) a debt security (including equity preferred and CDS), prices are indicative as of the date and time of the report and are from various sources including Bank of America Merrill Lynch trading desks. The date and time of completion of the production of any recommendation in this report shall be the date and time of dissemination of this report as recorded in the report timestamp. Officers of MLPF&S or one or more of its affiliates (other than research analysts) may have a financial interest in securities of the issuers) or in related investments. BofA Merrill Lynch Global Research policies relating to conflicts of interest are described at http://go.bofa.com/coi. “BofA Merrill Lynch” includes Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and its affiliates. Investors should contact their BofA Merrill Lynch representative or Merrill Lynch Global Wealth Management financial advisor if they have questions concerning this report. “BofA Merrill Lynch” and “Merrill Lynch” are each global brands for BofA Merrill Lynch Global Research. Information relating to Non-US affiliates of BofA Merrill Lynch and Distribution of Affiliate Research Reports: MLPF&S distributes, or may in the future distribute, research reports of the following non-US affiliates in the US (short name: legal name, regulator): Merrill Lynch (South Africa): Merrill Lynch South Africa (Pty) Ltd., regulated by The Financial Service Board; MLI (UK): Merrill Lynch International, regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA); Merrill Lynch (Australia): Merrill Lynch Equities (Australia) Limited, regulated by the Australian Securities and Investments Commission; Merrill Lynch (Hong Kong): Merrill Lynch (Asia Pacific) Limited, regulated by the Hong Kong Securities and Futures Commission (HKSFC); Merrill Lynch (Singapore): Merrill Lynch (Singapore) Pte Ltd, regulated by the Monetary Authority of Singapore (MAS); Merrill Lynch (Canada): Merrill Lynch Canada Inc, regulated by the Investment Industry Regulatory Organization of Canada; Merrill Lynch (Mexico): Merrill Lynch Mexico, SA de CV, Casa de Bolsa, regulated by the Comisión Nacional Bancaria y de Valores; Merrill Lynch (Argentina): Merrill Lynch Argentina SA, regulated by Comisión Nacional de Valores; Merrill Lynch Japan): Merrill Lynch Japan Securities Co., Ltd., regulated by the Financial Services Agency; Merrill Lynch (Seoul): Merrill Lynch International Incorporated (Seoul Branch) regulated by the Financial Supervisory Service; Merrill Lynch (Taiwan): Merrill Lynch Securities (Taiwan) Ltd., regulated by the Securities and Futures Bureau; DSP Merrill Lynch (India): DSP Merrill Lynch Limited, regulated by the Securities and Exchange Board of India; Merrill Lynch (Indonesia): PT Merrill Lynch Sekuritas Indonesia, regulated by Otoritas Jasa Keuangan (OJK); Merrill Lynch (Israel): Merrill Lynch Israel Limited, regulated by Israel Securities Authority; Merrill Lynch (Russia): 000 Merrill Lynch Securities, Moscow, regulated by the Central Bank of the Russian Federation; Merrill Lynch (DIFC): Merrill Lynch International (DIFC Branch), regulated by the Dubai Financial Services Authority (DFSA); Merrill Lynch (Spain): Merrill Lynch Capital Markets Espana, S.A.S.V., regulated by Comisión Nacional del Mercado De Valores; Merrill Lynch (Brazil): Bank of America Merrill Lynch Banco Multiplo S.A., regulated by Comissão de Valores Mobiliários; Merrill Lynch KSA Company, Merrill Lynch Kingdom of Saudi Arabia Company, regulated by the Capital Market Authority. This research report: has been approved for publication and is distributed in the United Kingdom (UK) to professional clients and eligible counterparties (as each is defined in the rules of the FCA and the PRA) by MLI (UK) and Bank of America Merrill Lynch International Limited, which are authorized by the PRA and regulated by the FCA and the PRA, and is distributed in the UK to retail clients (as defined in the rules of the FCA and the PRA) by Merrill Lynch International Bank Limited, London Branch, which is authorized by the Central Bank of Ireland and subject to limited regulation by the FCA and PRA - details about the extent of our regulation by the FCA and PRA are available from us on request; has been considered and distributed in Japan by Merrill Lynch (Japan), a registered securities dealer under the Financial Instruments and Exchange Act in Japan; is issued and distributed in Hong Kong by Merrill Lynch (Hong Kong) which is regulated by HKSFC (research reports containing any information in relation to, or advice on, futures contracts are not intended for issuance or distribution in Hong Kong and are not directed to, or intended for issuance or distribution to, or use by, any person in Hong Kong); is issued and distributed in Taiwan by Merrill Lynch (Taiwan); is issued and distributed in India by DSP Merrill Lynch (India); and is issued and distributed in Singapore to institutional investors and/or accredited investors (each as defined under the Financial Advisers Regulations) by Merrill Lynch International Bank Limited (Merchant Bank) (MLIBLMB) and Merrill Lynch (Singapore) (Company Registration Nos F 06872E and 198602883D respectively). MLIBLMB and Merrill Lynch (Singapore) are regulated by MAS. Bank of America N.A., Australian Branch (ARBN 064 874 531), AFS License 412901 (BANA Australia) and Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795), AFS License 235132 (MLEA) distribute this report in Australia only to Wholesale’ clients as defined by s.761G of the Corporations Act 2001. With the exception of BANA Australia, neither MLEA nor any of its affiliates involved in preparing this research report is an Authorised Deposit-Taking Institution under the Banking Act 1959 nor regulated by the Australian Prudential Regulation Authority. No approval is required for publication or distribution of this report in Brazil and its local distribution is by Merrill Lynch (Brazil) in accordance with applicable regulations. Merrill Lynch (DIFC) is authorized and regulated by the DFSA. Research reports prepared and issued by Merrill Lynch (DIFC) are done so in accordance with the requirements of the DFSA conduct of business rules. Bank of America Merrill Lynch International Limited, Frankfurt Branch (BAMLI Frankfurt) distributes this report in Germany and is regulated by BaFin. This research report has been prepared and issued by MLPF&S and/or one or more of its non-US affiliates. MLPF&S is the distributor of this research report in the US and accepts full responsibility for research reports of its non-US affiliates distributed to MLPF&S clients in the US. Any US person receiving this research report and wishing to effect any transaction in any security discussed in the report should do so through MLPF&S and not such foreign affiliates. Hong Kong recipients of this research report should contact Merrill Lynch (Asia Pacific) Limited in respect of any matters relating to dealing in securities (and not futures contracts) or provision of specific advice on securities (and not futures contracts). Singapore recipients of this research report should contact Merrill Lynch International Bank Limited (Merchant Bank) and/or Merrill Lynch (Singapore) Pte Ltd in respect of any matters arising from, or in connection with, this research report. General Investment Related Disclosures: Taiwan Readers: Neither the information nor any opinion expressed herein constitutes an offer or a solicitation of an offer to transact in any securities or other financial instrument. No part of this report may be used or reproduced or quoted in any manner whatsoever in Taiwan by the press or any other person without the express written consent of BofA Merrill Lynch. This research report provides general information only. Neither the information nor any opinion expressed constitutes an offer or an invitation to make an offer, to buy or sell any securities or other financial instrument or any derivative related to such securities or instruments (e.g., options, futures, warrants, and contracts for differences). This report is not intended to provide personal investment advice and it does not take into account the specific investment objectives, financial situation and the particular needs of any specific person. Investors should seek financial advice regarding the appropriateness of investing in financial instruments and implementing investment strategies discussed or recommended in this report and should understand that statements regarding future prospects may not be realized. Any decision to purchase or subscribe for securities in any offering must be based solely on existing public information on such security or the information in the prospectus or other offering document issued in connection with such offering, and not on this report. Securities and other financial instruments discussed in this report, or recommended, offered or sold by Merrill Lynch, are not insured by the Federal Deposit Insurance Corporation and are not deposits or other obligations of any insured depository institution (including, Bank of America, N.A.). Investments in general and, derivatives, in particular, involve numerous risks, including, among others, market risk, counterparty default risk and liquidity risk. No security, financial instrument or derivative is suitable for all investors. In some cases, securities and other financial instruments may be difficult to value or sell and reliable information about the value or risks related to the security or financial instrument may be difficult to obtain. Investors should note that income from such securities and other financial instruments, if any, may fluctuate and that price or value of such securities and instruments may rise or fall and, in some cases, investors may lose their entire principal investment. Past performance is not necessarily a guide to future performance. Levels and basis for taxation may change. This report may contain a short-term trading idea or recommendation, which highlights a specific near-term catalyst or event impacting the issuer or the market that is anticipated to have a short-term price impact on the equity securities of the issuer. Short-term trading ideas and recommendations are different from and do not affect a stock’s fundamental equity rating, which reflects both a longer term total return expectation and attractiveness for investment relative to other stocks within its Coverage Cluster. Short-term trading ideas and recommendations may be more or less positive than a stock’s fundamental equity rating. BofA Merrill Lynch is aware that the implementation of the ideas expressed in this report may depend upon an investor’s ability to “short” securities or other financial instruments and that such action may be limited by regulations prohibiting or restricting “shortselling” in many jurisdictions. Investors are urged to seek advice regarding the applicability of such regulations prior to executing any short idea contained in this report. Foreign currency rates of exchange may adversely affect the value, price or income of any security or financial instrument mentioned in this report. Investors in such securities and instruments, including ADRs, effectively assume currency risk. UK Readers: The protections provided by the U.K. regulatory regime, including the Financial Services Scheme, do not apply in general to business coordinated by BofA Merrill Lynch entities located outside of the United Kingdom. BofA Merrill Lynch Global Research policies relating to conflicts of interest are described at http://go.bofa.com/coi. Bankof America Merrill Lynch Internet/e-Commerce | 06 April 2017 63 HOUSE_OVERSIGHT_014949¶

MLPF&S or one of its affiliates is a regular issuer of traded financial instruments linked to securities that may have been recommended in this report. MLPF&S or one of its affiliates may, at any time, hold a trading position (long or short) in the securities and financial instruments discussed in this report. BofA Merrill Lynch, through business units other than BofA Merrill Lynch Global Research, may have issued and may in the future issue trading ideas or recommendations that are inconsistent with, and reach different conclusions from, the information presented in this report. Such ideas or recommendations reflect the different time frames, assumptions, views and analytical methods of the persons who prepared them, and BofA Merrill Lynch is under no obligation to ensure that such other trading ideas or recommendations are brought to the attention of any In the event that the recipient received this report pursuant to a contract between the recipient and MLPF&S for the provision of research services for a separate fee, and in connection therewith MLPF&S may be deemed to be acting as an investment adviser, such status relates, if at all, solely to the person with whom MLPF&S has contracted directly and does not extend beyond the delivery of this report (unless otherwise agreed specifically in writing by MLPF&S). MLPF&S is and continues to act solely as a broker-dealer in connection with the execution of any transactions, including transactions in any securities mentioned in this report. Copyright and General Information regarding Research Reports: Copyright 2017 Bank of America Corporation. All rights reserved. iQmethod, iQmethod 2.0, iQprofile, iQtoolkit, iQworks are service marks of Bank of America Corporation. iQanalytics®, ¡Qcustom®, iQdatabase® are registered service marks of Bank of America Corporation. This research report is prepared for the use of BofA Merrill Lynch clients and may not be redistributed, retransmitted or disclosed, in whole or in part, or in any form or manner, without the express written consent of BofA Merrill Lynch. BofA Merrill Lynch Global Research reports are distributed simultaneously to internal and client websites and other portals by BofA Merrill Lynch and are not publicly-available materials. Any unauthorized use or disclosure is prohibited. Receipt and review of this research report constitutes your agreement not to redistribute, retransmit, or disclose to others the contents, opinions, conclusion, or information contained in this report (including any investment recommendations, estimates or price targets) without first obtaining expressed permission from an authorized officer of BofA Merrill Lynch. Materials prepared by BofA Merrill Lynch Global Research personnel are based on public information. Facts and views presented in this material have not been reviewed by, and may not reflect information known to, professionals in other business areas of BofA Merrill Lynch, including investment banking personnel. BofA Merrill Lynch has established information barriers between BofA Merrill Lynch Global Research and certain business groups. As a result, BofA Merrill Lynch does not disclose certain client relationships with, or compensation received from, such issuers in research reports. To the extent this report discusses any legal proceeding or issues, it has not been prepared as nor is it intended to express any legal conclusion, opinion or advice. Investors should consult their own legal advisers as to issues of law relating to the subject matter of this report. BofA Merrill Lynch Global Research personnel’s knowledge of legal proceedings in which any BofA Merrill Lynch entity and/or its directors, officers and employees may be plaintiffs, defendants, co-defendants or co-plaintiffs with or involving issuers mentioned in this report is based on public information. Facts and views presented in this material that relate to any such proceedings have not been reviewed by, discussed with, and may not reflect information known to, professionals in other business areas of BofA Merrill Lynch in connection with the legal proceedings or matters relevant to such proceedings. This report has been prepared independently of any issuer of securities mentioned herein and not in connection with any proposed offering of securities or as agent of any issuer of any securities. None of MLPF&S, any of its affiliates or their research analysts has any authority whatsoever to make any representation or warranty on behalf of the issuer(s). BofA Merrill Lynch Global Research policy prohibits research personnel from disclosing a recommendation, investment rating, or investment thesis for review by an issuer prior to the publication of a research report containing such rating, recommendation or investment thesis. Any information relating to the tax status of financial instruments discussed herein is not intended to provide tax advice or to be used by anyone to provide tax advice. Investors are urged to seek tax advice based on their particular circumstances from an independent tax professional. The information herein (other than disclosure information relating to BofA Merrill Lynch and its affiliates) was obtained from various sources and we do not guarantee its accuracy. This report may contain links to third-party websites. BofA Merrill Lynch is not responsible for the content of any third-party website or any linked content contained in a third-party website. Content contained on such third-party websites is not part of this report and is not incorporated by reference into this report. The inclusion of a link in this report does not imply any endorsement by or any affiliation with BofA Merrill Lynch. Access to any third-party website is at your own risk, and you should always review the terms and privacy policies at third-party websites before submitting any personal information to them. BofA Merrill Lynch is not responsible for such terms and privacy policies and expressly disclaims any liability for them. Subject to the quiet period applicable under laws of the various jurisdictions in which we distribute research reports and other legal and BofA Merrill Lynch policy-related restrictions on the publication of research reports, fundamental equity reports are produced on a regular basis as necessary to keep the investment recommendation current. Certain outstanding reports may contain discussions and/or investment opinions relating to securities, financial instruments and/or issuers that are no longer current. Always refer to the most recent research report relating to an issuer prior to making an investment decision. In some cases, an issuer may be classified as Restricted or may be Under Review or Extended Review. In each case, investors should consider any investment opinion relating to such issuer (or its security and/or financial instruments) to be suspended or withdrawn and should not rely on the analyses and investment opinion(s) pertaining to such issuer (or its securities and/or financial instruments) nor should the analyses or opinion(s) be considered a solicitation of any kind. Sales persons and financial advisors affiliated with MLPF&S or any of its affiliates may not solicit purchases of securities or financial instruments that are Restricted or Under Review and may only solicit securities under Extended Review in accordance with firm policies. Neither BofA Merrill Lynch nor any officer or employee of BofA Merrill Lynch accepts any liability whatsoever for any direct, indirect or consequential damages or losses arising from any use of this report or its contents. 64 Internet/e-Commerce | 06 April 2017 Bankof America A Merrill Lynch HOUSE_OVERSIGHT_014950¶