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Morgan Stanley March 1, 2016 Video I Internet Who's Executing? Watch the video: Video I Internet I March 1 2016 MORGAN STANLEY RESEARCH MORGAN STANLEY & CO. LLC Brian Nowak. CM Dean 1 Prissman .1 212 761-3365 41 212 296-5271 Morgan Stanley does and seeks to do business with companies covered in Morgan Stanley Research. As a result. investors should be aware that the firm may have a conflict of interest that could affect the objectivity of Morgan Stanley Research. Investors should consider Morgan Stanley Research as only a single factor in making their investment decision. For analyst certification and other important disclosures, refer to the Disclosure Section, located at the end of this report. EFTA00596761 Morgan Stanley Video I Internet I March 1, 2016 MORGAN STANLEY RESEARCH 2 EFTA00596762 Morgan Stanley Video I Internet I March 1, 2016 MORGAN STANLEY RESEARCH Disclosure Section The intonation aid opinions in Morgan Stanley Research were prepared by Morgan Staley & Co. LLC, at Mogan Staley S.A., aridly Morgan Stanley Medea Casa de Boise, S.A. de C.V.. and/or Morgan Stanley Canada Limited. As used ii this cisclosue section. "Morgan Stanley" includes Morgan Stariey & Co. LLC. Morgan Stanley la S.A., Morgan Stanley Mexico, Casa de Bdsa, S.A. de C.V., Morgan Staley Canada United aid their affiliates as necessary. For important dsdosures, stock price chats and equity rating histories regarding ccrrpanies that are the subject ot this report, please see the Morgan Stanley Research Disclosure Wetsite at , a contact your investment representatim or Morgan Staley Research at 1555 Broadway, (Attention: Research Management). Now York. W. 10036 USA. For wiluation methodology and risks associated with any price targets referenced in this research report, please contact the Client Suppxt Team as follows: US/Canada +1 803 303-2495; Hong Kong +862 2848-5999; Latin America +1 718 754-5444 (US.): London +44 (0)20-7425-8169: Singapore +65 6834-6660, Sydney +61 (0)2-97704505; Tdcyo +81 (0)36836-9000. Alternathely you may contact yam investment repesentative a Morgan Stanley Research at 1585 Broadway, (Attention: Research Management), New Yak, NY 10026 USA. Analyst Certification The following analysts hereby certify that their views about the companies aid their secuities cftscussed in this report are accurately expressed and that they ham not received aid will not maim erector indirect oempensaffon in exchange for (repressing specific reccmmenda6cris a Veva in this report Brien Nowak, CFA-. Dean J Prissman. Unless otherwise stated, the inthiduas listed on the mar page of this report are research analysts. Global Research Conflict Management Policy Mogan Staley Research has been published in accordance with cur conflict management policy, With is agouti, at Important US Regulatory Disclosures on Subject Companies As of January 29. 2016, Morgan Staley beneficially awned 1% or more of a class of cam= equity securities of the foaming companies cowed in Megan Staley Research: Alphabet Inc., Inc, Qiteo SA, Etsy Inc, Facebook Inc. GrubHub Inc., IACfinterActimarp, Linkectin Cap, Priceline Group Inc, Shutterstock Inc, TrueCar Inc, Twitter Inc. Yelp Inc, ZIllcw Group Inc, Zynga Wdhin the last 12 months. Morgan Stanley managed or co -managed a public offering (or 144A offering) of secuitiesdEtsy Wdhin the last 12 months. Morgan Stanley has recoiled compensation fix investment banking senices from eBay Inc, Etsy Inc, Expedia Inc., Facebook Inc, Comport Inc., Priceline Group Inc. Tvritter Inc. In the next 3 months, Morgan Stanley expects to receive or intends to seek compensation fix investment banking senices from Alphabet Inc., Inc, hc, Qiteo SA eBay Inc. Etsy Inc. Expedia Inc.. Facebodc Inc. Groupon, hc.. GrubHub Inc., IACfinterActimarp, Linkectin Cap, Priceline Group Inc, RetailMeNct Inc, Rubicon Project Inc. Shutterstock Inc. TrueCar Inc, Twitter hc, Yahoo! Inc. Yelp Inc. ZIlare Grow hc, Zynga Inc. Within the last 12 months. Morgan Stanley has recoiled compensation fix products and senices other than in.estment banking sates from Alphabet Inc., hc, eBay Inc. Expedia Inc.. Facebock Inc. IAC/hterActimeorp, Linkedln Cap, Priceline Group Inc, RetailMeNot Inc, Twitter Inc. Zynga hc. Within the last 12 months. Morgan Stanley has prattled or is prasidng investment banking sonless to, or has an imestment banking client relationship with, the following company: Alphabet Inc.. Inc, Inc. Qiteo SA eBay Inc, Etsy Inc, Expedia Inc.. Facebook Inc. Groupon. Inc.. Grublit hc., LAOrterActivaCorp. UnItedln Corp. Pricdine Group Inc, RetailMeNot Inc, Rubicon Project Inc, Shutterstock Inc, TrueCar Inc, Twitter Inc, Yahoo! Inc, Yelp Inc, allow Group Inc, Zynga Inc. Willa the last 12 months. Morgan Stanley has either presided or is prolding nonimestment banking, securities-related senices to and/or in the past has entered into an agreement to preside senices or has a diem relationship with the foaming canpany: Alphabet Inc., Inc. eBay Inc, Expedia Inc., Facebook Inc. IACnnterActimeap, Unkedln Cap, Priceline Group Inc, RetailMeNot Inc, Twitter Inc. Yahoo! Inc. Zynga Inc. An employee. drecta or consultant of Morgan Stanley is a director of eBay Inc. Facebodc Inc. This person is not a research anayst a a member of a research analyst's ho Behold. Morgan Stariey & Co. LLC makes a market in the securities of Alphabet Inc.. Inc. Inc, Qiteo SA. °Bay Inc. Etsy hc. Expedia Inc., Feoetook Inc, Graven Inc., GrubHub Inc., IAC/InterActivaCorp. Linkedln Cap, Match Group Inc. Priceline Group Inc, RetalMeNot Inc, Rubicon Project Inc, Shutterstock Inc, TrueCar Inc, Twitter Inc. Yahoo! Inc. Yelp Inc. 2filow. Group hc. Zynga Inc. The equity research analysts a strategsts principally responsible fix the preparation of Morgan Staley Research haw matched conversation based upon various factors, including quality of research. investor client feedback. stock picking, competitive faders, firm revenues and await imestment banking rewrites. Morgan Stanley and its affiliates do business that relates to companiesfinstruments carotid in Morgan Stariey Research, including market making, pairing liquidity. fund management. ocmmercial banking, extension of credit. investment services and in.estment banking. Morgan Stanley sells to and buys from customers the seaxitiesfinstruments of companies covered in Morgan Stanley Research on a principal basis. Morgan Stanley may have a position in the debt of the Company or instruments discussed in this report. Certain &desires listed above are also for compliance with applicable regulation in non-US juhsdictions. STOCK RATINGS Mogan Staley uses a relative rating system using terms such as Csoweight. Equal-weiglit. Not-Rated a Undenveight (see &tritons below). Morgan Stanley dohs not assign ratings of Buy, Hold a Sell to the stocks we cos. Crameight. Equal-weight. Not-Rated and Underweight are not the equivalent of buy, hold and sell. livastas should carefdly read the defiritions of all ratings used in Morgan Staley Research. In addition, since Morgan Stanley Research contains more complete information canoe ring the analyst's views, inestors should carefully read Morgan Staley Research, in its entirety. and not infer the contents from the rating alone. In any case, ratings (a research) should not be used a relied upon as imestment ackice. An irsestas decision to buy or sell a stock should depend on individual drcumstances (such as the iniesta's existing takings) aid other considerations. Global Stock Ratings Distribution (as of February 29. 2016) For disclosure purposes only (in accadance with NASD and NYSE requirements), we include the category hearings of Buy, Hold, ad Sell alongside our ratings cf aerweight Equal-weight Not-Rated and Underweight. Morgan Staley does not assign ratings of Buy, Hold a Sell to the stocks we coo. aemeight, Equal-weight, Not-Rated and Underweight are not the eqindent of buy, hold, and sell but represent recommended relative weightings (see definition below). To satisfy regulatay requirements. we correspond Overweigh, err most positive stock rating, with a buy recommendation; we correspond Equate-weigh and Net-Rated to hold aid Lhdenveight to sell recanmendations, respectively. 3 EFTA00596763 Morgan Stanley Video I Internet I March 1. 2016 MORGAN STANLEY RESEARCH COVERAGE UNIVERSE INVESTMENT BANKING CUENTS (IBC) STOCK RATING CATEGORY COUNT % OF TOTAL COUNT % OF TOTAL IBC % OF RATING CATEGORY Overweight/Buy 1216 36% 320 44% 26% Equal-weight/Hold 1399 42% 320 44% 23% Not-RatedlHold 69 2% 3 0% 4% Underweight/Sell 671 20% 89 12% 13% TOTAL 3,355 732 Data include common stock and ADFts currertly assigned ratings. kwestment Banking Clients are companies from wrion Mogan Stanley receded imestment banking compensation in the last 12 months. Analyst Stock Ratings Cusivailit (O). The stock's total retum is expected to exceed the earage total return of the analyst's industry (or industry team's) conerage unnerse, on a risk-adjusted basis, oar the next 12-18 maths. Eguakweight (E). The stock's total return is expected to be in line with the warage total return of the analyst's industry (a industry team's) coverage unnerse, on a risk-Ousted basis. oar the next 12-18 moths. Not-Rated (MR). Currently the analyst does not hee adequate =Motion about the stock's total return relativa to the avrage total retum of the analyst's industry (a industry team's) =wage unnerse, on a riskadusted basis. oar the next 12-18 months. Undenveight (U). The stock's total ream is expected to be below the mirage total return of the analyst's industry (a industry team's) cosage urkerse. on a risk-adusted basis, ow the next 12-18 maths. Unless otherwise specified, the time frame for price targets included in Morgan Stanley Research is 12 to 18 rnaAhe. Analyst Industry Views Attractiva (A). The arialyst expects the performance of his or her industry mews unnerse over the next 12-18 moths to be attractiva ‘e. the relevant broad market benchmark. as indcated below. In-tine (I): The analyst expects the periormanoe of his a. her industry coverage unkerse crier the next 12-18 moths to be in line with the releent broad market benchmark, as indicated belay. Cautious (C): The analyst Jews the performance of his a. her industry cosage uterse oar the next 12-18 morths with caution 'is. the relent broad market benchrnark, as indicated below. Benchmarks for each region are as follow North America - 500, Latin America - relevant MSCI country index a MSCI Latin America Index: Europe - MSO Europe; Japan - TCP1X Asia - relevant MSCI country index or MSCI sub-regional index or MSCI AC Asia Pacific ex Japan Index. Stock Price, Price Target and Rating History (See Rating Definitions) LinkedIn Corp (LNKD.N) - As of 2/29/16 in USD Industry : Internet 50 100 • 0/A •OAIR • NAAR •NRAIR •0/14R 350 SI• 300 300 26$ 250 26$ 1246_ . NA 210215 r• 200 10/( —Te.---- 7 - 150 100 50 "Aridsivs 0 03 01 W. 1 20101 20 3 21)14 2015 Stock Rating History: 3/1/13 : 0/NR; 7/2/14 : NA/NR; 11/4/14 : NA/R; 2/25/15 : 0/NR; 5/11/15 : 0/A 190 Pr ce Target Mastery: 2/20/13 160; 4/4/13 210; 5/3/13 : 215; 6,2/13 : 235; 9/4/13 : 26$; 2/7/14 250; 5/2/14 : 240; 712/14 : NA; 2125/15 : 310; 5/1/15 : 304; 616/15 : 280; 2/5/16 : 190 Source: Morgan Stanley Research Date Format: MM/DD/YT Price Target No Price Target Assigned (NA) Stock Price (NotCoveredbsCurrentAmalyst)--. Stock Price (CoveredbyfurrentAnalyst)eis Stock and Industry Ratings(abbreviations below) appear as • Stock Rating/industry View Stock Ratings: Overweight(0) Equal-weight(E) Underweight(U) Not-Rated (NR) No Rating Available (NA) Industry View: Attractive (A) In-line (I) Cautious (C) No Rating (R) Effective January 13. 2014, the stocks covered by Morgan Stanley Asia Pacific will be rated relative to the analyst's industry (or industry team's) coverage. Effective January 13. 2014. the industry view benchmarks for Morgan Stanley Asia Pacific are as follows: relevant MSCI country index or MSCI sub-regional index or MSCI AC Asia Pacific ex Japan Index. 4 EFTA00596764 Morgan 5 Stanley TrueCar Inc (TRUE.0) - Rs of 2/29/16 in USO Industry : Internet VkkolIntenedIMomh1,2016 MORGAN STANLEY RESEARCH 30 • Efil 25 20 15 11.5 10 7 0 mI AI MI J : ISIOINI DI JIF MIAIMIJI JIAI SIOI NIDIJIF MI A : - 'NI DIJI F 03/01 03/01 03/01 0311: 2013 20 4 2015 2016 Stock Rating History: 5/11/15 : NA1A) 7/13/15 : E/A Price Target History: 7/13/16 1 11.6) 7124/16 s 7) 1116/16 1 7.6) 2/19/16 16 Source: Horgan Stanley Research Date Format: IIII/DEVYY Price Target e. No Price Target Assigned (NA) Stock Price (NotCOveredbyCurventAnalyst)-- Stock Price (CoveredbyEurrent Analyst) Stock and Industry Ratingstabbreviations below) appearas *Stock Rating/Industry View Stock Ratings: Overweight (0) Equal-weight(E) Underveight(U) Not-Rated (NR) N. Rating Available (NA) Industry Views Attractive (A) In-line (I) Cautious (C) No Rating (MR) Effective January 13. 2014. the stocks covered by Morgan Stanley Asia Pacific will be rated relative to the analyst's industry (or industry teen's) coverage. Effective January 13. 2014. the industry view benchmarks for Morgan Stanley Asia Pacific are as follows: relevant MSCI country index or MSCI sub-regional index or MSCI AC Asia Pacific ex Japan Index. 50 ts 40 35 30 25 20 15 10 Zillow Group Inc (2.0) - As of 2/29/16 in USO Industry : Internet FAIR •UAR • CAM •NAAIR 0 MI A i m' ) i • 0/R NR/11 Sl otsl l)IJI F 03/41 03/01 03/01 03/0: 20 3 2014 20 5 2616 Stock Rating Nistoryl 3/1/13 I MR) 9/6/13 I LIAR; 244/14 i CAR; 7/2/14 I NAAR) 5/11/16 i NAA; 7,13/15 : 0/A Price Target History: 11/26/12 I MA; 7/11116 SO 11/4/15 1 34 Source: Morgan Stanley Research Date Format: 024/DD/YY Price Target.-- No Price Target Assigned (NA) Stock Price (Not Covered by Current Analyst) — Stock Price (CoueredfroCuennt Analyst) Stock and Industry Ratingstabbreviations below) appear as • Stock Rating/Industry View Stock Ratings: Overweight (0) Equal-weight(E) Underweight (U) Not-Rated (NR) No Rating Available(NA) Industry Views Attractive (A) In-line (I) Cautious (C) No Rating (MR) Effective January 13. 2014. the stocks covered by Morgan Stanley Asia Pacific will be rated relative to the analyst's industry (or industry team's) coverage. Effective January 13. 2014. the industry view benchmarks for Morgan Stanley Asia Pacific are as follows: relevant MSCI country index or MSCI sub-regional index or MSCI AC Asia Pacific ex Japan Index. Important Disclosures for Morgan Stanley Smith Barney LLC Customers Important &closures regarding the relationship between the =panics that are the subject ct Morgan Stanley Research aid Morgan Stanley Smith 5 EFTA00596765 Morgan Stanley Video I Internet I March 1, 2016 MORGAN STANLEY RESEARCH Barney U_C a Morgan Stanley or any of their affiliates, are available cn the Morgan Staley Wealth Management &closure webske at For Morgan Stanley specific &desires, you may refer to Each Morgan Staley Equity Research report is reniewed and approved on behalf of Morgan Stanley Smith Barney LLC. This review and apacnal is ccoducted by the same person who reviews the Equity Research mart on behalf of Morgan Stanley. This could create a conflict of interest. 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INDUSTRY COVERAGE: Internet 0.31/FONY (710(ER) RATING(AS CF) PRICE (02/29/2016) Brian Nowak. CFA Alphabet Inc. (GCCGLO) 0(0&11/2015) $71722 Inc (AMMO) 0(04/24/2015) $552.52 Crtteo SAMOA E(01/26/2016) $37.10 eBaylne (EBAY.0) E(04/23/2015) $23.60 Etsytne(ETSY.0) E(05/11/2015) $7.94 E>pedia ha. (SPED) E(05/01/2015) $104.11 Facebook Inc (FB.0) 0(04/2312015) $106.92 ifelinterticheCorp (L/C.0) E (06126/2015) $4442 Unkedln Corp 0(02/25/2015) $117.19 Mud) troop IncR.0) II (02/01/2016) $10.89 Riceline Group Inc (PCLN.0) E(02/25/2015) $128521 Ftubicon PrcIect Inc MIN) E (01/26/2016) $1649 'Niter Inc U (10/21/2015) 18.12 Yahoo! Inc?". 0(03/26/2015) $31.79 $ Yelp Inc IN= E (07/29/2015) $20.24 Dean J Prisanan M on. E 0203/2016 S6.06 ii:, Inc. E(02/25/2015) $4.78 GbbHub Inc. =En 0(02/25/2015) $23.54 RetalkbNot Inc (SOLED) E (07/13/2015) $8.08 Shutterstock Inc (MM) U (07/13/2015) $34.90 TnieCar tic (TRUED) E (07/13/2015) 55.43 Mow GroupInc(ZD) 0(07/13/2015) $21.60 ZyNa Inc (ZNGA.0) E(07/13/2015) $2.11 Stock Ratings are subject to change. Please see latest research for each company. • historical prices are not spit adjusted. 0 2016 Morgan Stanley 7 EFTA00596767