June 2000 edition Reference Series

The Intermarket Group

The eCommerce Almanac:
Profiles from the Internet economy

Amazon.com, Inc.
1200 12th Avenue South Seattle, WA 98144, U.S.A. Tel. 206-266-1000 Fax 206-266-4206

Amazon.com Home Page

Unique Visitors (March 2000): Reach: Rank:

14,812,000 21.9% 13

ORGANIZATION Business Sector: Books and Music/Videos, Consumer Electronics, Computer Hardware and Software, Toys and Sporting Goods, General Merchandise Founded: July 1994 Employees: 7,600 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Seattle, WA headquarters • Seattle, WA distribution facility • New Castle, DE distribution facility • Fernley, NV distribution facility • Coffeyville, KS distribution facility • Campbellsville, KY distribution facility • Lexington, KY distribution facility • McDonough, GA distribution facility • Grand Forks, ND distribution facility • Marston Gate, UK distribution facility • Bad Hersfeld, Germany distribution facility Telecenter: In-house call centers located in Seattle and Tacoma, WA; Huntington, WV; Grand Forks, ND; Slough, England; The Hague, Netherlands; and Regensburg, Germany
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The eCommerce Almanac

Table of Contents
Company Profiles Amazon.com................................................ 1 Ameritrade ................................................... 8 AMP Electronic Commerce.......................... 10 Art.com Inc. .................................................. 11 Ashford.com, Inc. ......................................... 13 autobytel.com inc.......................................... 15 autoweb.com................................................. 17 BabyCenter Inc. ............................................ 19 BarnesandNoble.com Inc.............................. 21 Beyond.com Corp. ........................................ 24 Biztravel.com, Inc......................................... 26 Bluefly, Inc. .................................................. 28 Bolt, Inc. ....................................................... 30 BUY.COM, Inc............................................. 32 CarsDirect.com Inc. ...................................... 34 CDnow, Inc................................................... 37 CDW Computer Centers, Inc........................ 39 CompUSA Inc. ............................................. 41 Crutchfield New Media LLC ........................ 43 Dell Online.................................................... 44 drugstore.com, inc. ....................................... 45 eBay Inc. ....................................................... 48 Eddie Bauer, Inc. .......................................... 50 Egghead.com, Inc. ........................................ 52 800.com Inc. ................................................. 54 E-LOAN Inc. ................................................ 56 eToys Inc. ..................................................... 59 E*TRADE Group, Inc. ................................. 61 Expedia, Inc. ................................................. 65 FastParts.com................................................ 67 FirstAuction .................................................. 68 Fogdog Inc. ................................................... 70 Food.com Inc. ............................................... 72 FTD.com....................................................... 74 Furniture.com Inc. ........................................ 76 Gap Inc. Direct.............................................. 78 Garden.com, Inc............................................ 80 Gateway, Inc. ................................................ 82 Grainger.com ................................................ 84 HomeGrocer.com, Inc................................... 86 HomePoint Corp. .......................................... 88 IMX Exchange.............................................. 90 Ingram Micro Inc.......................................... 92 InsWeb Corp................................................. 94 International Business Machines .................. 96 iOwn ............................................................. 97 iPrint.com, inc............................................... 99 iQVC........................................................... 101 J. Crew Group Inc....................................... 103 JCP Internet Commerce Solutions, Inc. ...... 105 KBkids.com LLC........................................ 107 Lands’ End, Inc........................................... 109 L.L. Bean, Inc. ............................................ 111 2 Merisel, Inc. ................................................113 MVP.com, Inc. ............................................114 NetB@nk ....................................................116 NetGrocer Inc..............................................118 NextCard, Inc..............................................119 OfficeDepot.com.........................................122 OfficeMax.com ...........................................124 1-800-FLOWERS, Inc. ...............................125 OneCore.com ..............................................128 Outpost.com ................................................130 Peapod, Inc..................................................132 Pets.com, Inc. ..............................................134 PETsMART.com, Inc. ................................136 PlanetRx.com Inc. .......................................138 Priceline.com Inc. .......................................141 Quicken Loans Inc. .....................................143 Recreational Equipment Inc........................145 Reel.com, Inc. .............................................147 Charles Schwab & Co. Inc. .........................149 Sharper Image Corp. ...................................151 SportsLine.com, Inc. ...................................153 Staples.com .................................................156 Tower Records ............................................158 Toysrus.com, Inc.........................................160 Travelocity.com Inc. ...................................162 Wal-Mart.com Inc.......................................164 Webvan Group, Inc. ....................................166 Wells Fargo & Company ............................169 Wine.com ....................................................171 Analysis of Profiled Companies Profiled companies at a glance....................177 Measuring the size of profiled companies .................................179 Offline presence of profiled companies ......182 Profiled websites at a glance .......................183 Technologies deployed by profiled websites ....................................188 Driving traffic to profiled websites .............193 Customer support infrastructure..................196 Financial performance of profiled companies .................................197 eCommerce Market Briefing The Internet user .........................................209 Internet user activities .................................214 Leading Internet sites and brands................218 Sizing B-to-C Internet commerce ...............221 Internet shopper/purchaser behavior ...........227 Sizing B-to-B Internet commerce ...............230 Trends in managing Internet commerce initiatives ...................................233 Internet Commerce executive compensation ..............................238 Online advertising overview .......................245

copyright  2000 by The Intermarket Group

The eCommerce Almanac

List of Charts and Tables Section 2
1.01 1.02 1.03 1.04 2.01 2.02 2.03 2.04 2.05 2.06 2.07 3.01 3.02 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 5.01 5.02 5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 6.01 6.02 6.03 6.04 6.05 7.01 7.02 8.01 8.02 8.03 8.04 8.05 Types of Companies...............................................177 Ownership of All Profiled Companies ...................177 Ownership of Pure-Play Internet Companies .........178 Most Active Investors ............................................178 Online Revenue (1999) ..........................................179 Online Revenue Growth (1999 vs. 1998)...............179 Annualized Online Revenue (Q1 2000) .................180 Internet Employees per Company ..........................180 Customers and Registered Users per Profiled Website (1999)......................................................181 Customers and Registered Users per Profiled Website (1998 vs. 1999)........................................181 Growth in Customers and Registered Users (1998 vs. 1999) ...........................................182 Hardcopy Catalog Circulation................................182 Storefront Locations of Profiled Companies ..........183 Audience of Websites.............................................183 Age of Profiled Websites .......................................184 Size of Profiled Websites .......................................184 Features in Profiled Websites.................................185 Website Back-end Integration ................................185 Advertising on Profiled Websites...........................186 Unique Visitors to Profiled Websites (March 2000) .........................................186 Growth in Unique Visitors to Profiled Websites (March 1999 vs. March 2000) ...............187 Hosting Practices of Profiled Websites ..................187 Number of Hosts & Connectivity Providers Used by Profiled Websites ....................................188 Connectivity Solution Providers Used by Profiled Websites ..................................................188 Use of Mirrored Sites by Profiled Websites ...........188 Hardware Platforms of Profiled Websites ..............187 Operating Systems Deployed by Profiled Websites ..................................................189 Webserver Software Deployed by Profiled Websites ..................................................190 Commerce Platforms Deployed by Profiled Websites ..................................................190 Profiled Websites Employing Personalization .......191 Personalization Solutions Deployed by Profiled Websites ..................................................191 Database Platforms Deployed by Profiled Websites ................................................................192 Payment Processing Applications Deployed by Profiled Websites .............................................192 Affiliate Management Technology Deployed by Profiled Websites .............................................193 Partnerships With Web Portals...............................193 Partnerships With Leading Web Destinations and Services ..........................................................194 Offline Media Employed by Profiled Websites......194 Size of Profiled Websites’ Affiliate Programs .......195 Affiliate Program Commission Rates.....................195 Call Centers at Profiled Companies .......................196 Call Center CRM Representatives..........................196 Business Models of Profiled Websites ...................197 Revenue per Employee (1999) ...............................198 Revenue Per Visitor (Q1 2000) ..............................198 Revenue Per Visitor by Sector (Q1 2000) ..............199 Revenue Per Pageview (Q1 2000)..........................199

8.06 8.07 8.08 8.09 8.10 8.11 8.12 8.13

Revenue Per Pageview by Sector (Q1 2000)......... 200 Customer Acquisition Cost (1999) ........................ 200 Marketing Expenditures (1998 - Q1 2000)............ 201 Marketing Budget as a Percentage of Revenue (Q1 2000) .......................................... 202 Revenue From Repeat Customers (1999).............. 202 Average Order Value (1999) ................................. 203 Profitability of Profiled Companies (1999) ........... 203 Net Margins of Profiled Companies (1999) .......... 204

Section 3 1.01 U.S. Internet Population (1999/2000).................... 209 1.02 Top 5 Markets by Internet Access (1999) ............. 210 1.03 U.S. Internet Population Growth (1995-2003) ..... 210 1.04 Gender of Internet Users (2000)............................ 211 1.05 Education Level of Internet Users (2000) ............. 211 1.06 Household Income of Internet Users (2000).......... 211 1.07 Age of Internet Users (2000)................................. 212 1.08 Number of Years Online (2000)............................ 212 1.09 PC Penetration Rates at Home and at Work (1998-1999) ............................................ 213 1.10 Top 10 Markets by PC Penetration (1999) ............ 213 2.01 Where Users Access the Internet (1999) ............... 214 2.02 Total Time Spent Online (1999-2000) .................. 215 2.03 Time Spent Online by Metro Area (1999)............. 215 2.04 Time Spent Online by Age Group (1999) ............. 216 2.05 Time Spent Online and Pages Viewed (1999-2000) .................................. 216 2.06 Time Spent Online per Session (1999-2000)......... 217 2.07 Leading Online Activities (2000) .......................... 217 3.01 Leading Internet Commerce Sites by Visitor Traffic (2000) ...................................... 218 3.02 Leading Financial Services Sites by Visitor Traffic (2000) ...................................... 219 3.03 Leading Travel Services Sites by Visitor Traffic (2000) ...................................... 219 3.04 Leading Portal Sites by Visitor Traffic (2000) ...... 220 3.05 Brand Recognition of Internet Commerce Sites (1998-1999)............................... 220 4.01 U.S. Population of Online Buyers (1999/2000)..... 221 4.02 Total U.S. Consumer Internet Commerce (1999-2003) ....................................... 221 4.03 Consumer Internet Commerce Spending by Category (Q1-2000) ........................................ 222 4.04 Top Consumer Internet Commerce Categories (Q1-2000) ........................................... 223 4.05 Online Purchasing Penetration by Category (1999)............................................... 223 4.06 Number of Online Purchases per Buyer (1999)..... 224 4.07 Total Spending per Online Buyer (1999) .............. 224 4.08 Average Transaction Value by Category (Q1 2000)......................................... 225 4.09 Total Online Holiday Spending (1998/1999) ........ 226 4.10 Weekly Online Holiday Spending (1999) ............. 226 5.01 How Internet Users Find Websites (1999/2000) ... 227 5.02 Browser-to-Buyer Conversion Rate (2000)........... 227 5.03 Browser-to-Buyer Conversion Rate Trend (1999-2000) ....................................... 228 5.04 Why Buyers Make Online Purchases (1999)......... 229 6.01 Total U.S. Business-to-Business Internet Commerce (1999-2003) .......................... 230 6.02 Top Business-to-Business Internet Commerce Categories (2000)............................... 230

copyright  2000 by The Intermarket Group

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6.03 Business-to-Business Internet Commerce Spending by Category (1999-2003) ......................231 6.04 Average Value of Business-to-Business Internet Commerce Transactions (1999) ...............232 6.05 How E-commerce Transactions are Conducted (1988/2003).........................................232 7.01 Profit Expectations of Internet Commerce Companies (1999-2003)........................................233 7.02 Off-line Advertising by Internet Companies (1998-1999)........................................234 7.03 Estimated Customer Acquisition Cost of Leading Internet Commerce Companies (1999)..................235 7.04 Average Customer Acquisition Cost (1999) .........236 7.05 Technology Spending of Leading Internet Commerce Companies (1998/1999)......................237 8.01 Executive Compensation of Leading Internet Commerce Executives (1999) ...............................238

8.02 Compensation Levels of Internet Management and Operations Personnel (2000) ......................... 244 8.03 Fringe Benefits of Internet Management and Operations Personnel (2000) ......................... 244 9.01 Total Online Advertising Expenditures (1996-1999) .................................... 245 9.02 Online Advertising Expenditure Growth (1998-2003)............................................. 245 9.03 Reach of Leading Ad Networks (2000)................. 246 9.04 Websites Accepting Advertising (1998-1999) ...... 246 9.05 Cost of Online Advertising (1998-1999)............... 247 9.06 Online Advertising Categories (1999)................... 247 9.07 How Online Ads Are Priced (1999) ...................... 248 9.08 Online Ad Spending by Sector (1998/1999).......... 248 9.09 Ad Banner Click-Through Rate (1999-2000)........ 249 9.10 Total Offline Advertising Expenditures by Category (1999) .............................................. 249

Published June 2000 ISBN 1-882113-13-6 Copyright  2000 by The Intermarket Group, L.P. All charts and data quoted from third-party sources and contained herein remain the property of and are copyright by their respective owners. All rights reserved. Reproduction or translation of any part of this work beyond that permitted by Sections 107 and 108 of the 1976 United States Copyright Act without the permission of the copyright owner is unlawful. Requests for permission or further information should be addressed to: The Intermarket Group, L.P., P.O. Box 500126, San Diego, California 92150-0126, USA. All information contained in this publication is believed to be obtained from reliable sources. The publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that neither the authors nor the publisher is engaged in offering legal, accounting or other professional service. If legal advice or other expert assistance is required, the services of a competent professional should be sought. From a Declaration of Principles jointly adopted by a Committee of the American Bar Association and a Committee of Publishers.

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copyright  2000 by The Intermarket Group

The eCommerce Almanac • Nextel (provides access from wireless devices) • Nokia (provides access from wireless devices) • OneClick.com (www.oneclick.com) • OracleMobile (www.oraclemobile.com) • Palm Computing (www.palm.com) • Prodigy Shopping Network (www.prodigy.com) • Sprint PCS (provides access from Sprint PCS phones) • WingspanBank (www.wingspan.com) • wisecity.com (www.wisecity.com) • Yahoo!, Inc. (www.yahoo.com) • Yahoo! Inc. (www.geocities.com) Affiliates Program: Amazon.com Associates Program No. of Affiliates: 430,000+ Commission Rate: 5-15% MANAGEMENT Jeffrey P. Bezos, Chairman. and Chief Executive Officer. Previously employed by D.E. Shaw & Co., a Wall Street investment firm, as a sr. vice president and prior to that as a vice president at Bankers Trust Company. B.S. in Electrical Engineering and Computer Science from Princeton University. Joseph Galli, Jr., President and Chief Operating Officer. Previously served in a variety of positions with The Black and Decker Corp, including president of Black and Decker's Worldwide Power Tools and Accessories. B.S. in Business Administration from the University of North Carolina and M.B.A. from Loyola College. Warren Jenson, Senior Vice President and Chief Financial Officer. Previously served as executive vice president and CFO for Delta Air Lines and senior vice president and CFO for the National Broadcasting Company (NBC). B.S. in Accounting and Masters of Accountancy -- Business Taxation from Brigham Young University. John D. Risher, Senior Vice President of Product Development. Previously employed in various marketing and project management positions at Microsoft Corp., including team manager for Microsoft Access and founder and product unit manager for the company’s personal finance website, MS Investor. B.A. in Comparative Literature from Princeton University, M.B.A. from Harvard Business School. Richard L. Dalzell, Vice President and Chief Information Officer. Previously employed by the Information Systems Division of Wal-Mart Stores, Inc. as vice president of information systems and prior to that as business development manager for E-Systems, Inc. B.S. in Engineering from the United States Military Academy, West Point. Mark Britto, Vice President, Strategic Alliances. Previously served as vice president of Accept.com, which he co-founded, and as executive vice president of credit policy at FirstUSA Bank, and as senior vice president of risk management at NationsBank. B.S. in Industrial

Amazon.com, Inc. - con’t.
Ownership: Public Trading Symbol: AMZN (NASDAQ) Major Shareholders: • Jeffrey Bezos, Chairman and CEO (36%) • Kleiner Perkins Caufield & Beyers (14%) • Jacklyn Gise Bezos and Miguel Bezos (3%) Financing: $2.68 billion ($1.2bn in equity and $1.5bn in long-term convertible subordinated debt) Profitable: No ($719.968 million loss for FY ’99) WEBSITE OVERVIEW Website: www.amazon.com Site Launch: July 1995 Site Type: Business-to-consumer Business Model: Fixed pricing, Auction/Negotiated pricing Site Size: 18+ million product SKUs Languages: English, German Accepts Advertising: No Site Features: General help, contextual help, one-click ordering, customer created content, foreign language help pages, low bandwidth version Back-end Integration: Access to customer account information, order history, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television and radio advertising, consumer and business periodical advertising Partnerships: • America Online (www.aol.com) • America Online (www.netscape.com) • AltaVista Company (www.altavista.com) • Airtouch (provides access from wireless devices) • AppCity Corp. (AppCity Shoplayer) • Bell Atlantic Mobile (provides access from Bell Atlantic wireless devices) • Ceiva (Internet-enabled digital picture frame) • Dell Computer Corp. (www.dell.com) • Della.com (www.della.com) • Earthlink Inc. (www.wizshop.com) • E*Trade Group (www.etrade.com) • Excite@Home (www.home.com) • Excite@Home (www.excite.com) • Hoovers Inc. (www.hoovers.com) • Intuit Inc. (www.quicken.com) • Intuit Inc. (selected Quicken software products) • iVillage (www.ivillage.com) • Liquid Audio Inc. (www.liquidaudio.com) • Microsoft Corp. (www.msn.com) • Motorola (provides access from wireless devices)

copyright  2000 by The Intermarket Group

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The eCommerce Almanac

Engineering and Operations Research and M.S. in Operations Research from the University of California at Berkeley. Joy D. Covey, Chief Strategy Officer. Previously employed as vice president-operations of Avid Technology, Inc.’s Broadcast Division and as vice president of business development for Avid. Also served as CFO of Digidesign, Inc., associate at Wasserstein Perella & Co., and a certified public accountant at Arthur Young & Company (now Ernst & Young LLP). B.S. in Business Administration from California State University, Fresno, M.B.A. from Harvard Business School, J.D. from Harvard Law. Randy Tinsley, Vice President of Corporate Development Douglas Boake, Vice President of Business Development Owen Van Natta, Senior Director of Business Development Shawn Haynes, Director of Business Development INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom, InterNAP Network Services Hardware Platform: Compaq AlphaServer, Sun Microsystems, Hewlett-Packard Operating System: Compaq Tru64 UNIX; HP-UX UNIX, Microsoft Windows NT Web Server Software: Stronghold/Apache Commerce Platform: Proprietary applications Web Servers: Multiple AlphaServer 2000s and HP 9000 V-Class severs Database Platform: Oracle, proprietary application Database Servers: Multiple AlphaServer 2000s Personalization: Net Perceptions GroupLens Recommendation Engine, proprietary applications Affiliate Management: Proprietary application Payment Processing: Proprietary applications, CyberSource Other Applications: AltaVista Search software, BEA Systems WebLogic Enterprise, BMC Software PATROL and BEST/1, Epiphany E.4 customer management suite, DataSage customer analysis software OPERATING BENCHMARKS Total Revenue 1999........................................$ 1.64bn 1998........................................$609.8mn 1997........................................$147.8mn 1996........................................$ 15.7mn International Sales 1999.................................................22% 1998.................................................20% 1997.................................................25% 1996.................................................33%

Sales to Repeat Customers 1999................................................ 70% 1998................................................ 63% 1997................................................ 60% 1996................................................ 46% Marketing Expenditures 1999........................................$413.2mn 1998........................................$132.7mn 1997........................................$ 39.0mn 1996........................................$ 6.1mn Development Expenditures 1999........................................$159.7mn 1998........................................$ 46.4mn 1997........................................$ 12.5mn 1996........................................$ 2.3mn Total Customers (end of period) 1999............................................16.9mn 1998..............................................6.2mn 1997..............................................1.5mn 1996..............................................0.2mn COMMENTS Amazon.com is generally considered to be the leading online retailer. The company is responsible for many firsts, including creation of the first online affiliate sales network and development of the one-click ordering feature (which the company has patented). Founded in 1994, Amazon.com has aggressively expanded its product offerings from exclusively books to today’s twelve different top-level product categories. During the last five years, the company has launched the following online stores: Books (July ‘95), Music (June ‘98), UK and German Books (October ‘98), DVD/Video (November ‘98), Auctions (March ‘99), Electronics (July ‘99), Toys (July ‘99), zShops (October ‘99), UK and German Music (October ‘99), UK and German Auctions (November ‘99), Home Improvement (November ‘99), Software (November ’99), Video Games (November ’99), sothebys.amazon.com (November ’99), UK and German zShops (November ’99), Tools and Hardware (February ’00), UK and German DVD/Video (March ’00), Lawn and Patio (April ’00), Health and Beauty (April ’00), Kitchen Store (May ’00), and Home Furnishings (May ’00). The zShops program enables individuals and small businesses to open an online store on the Amazon.com site. Participating merchants’ products are also included in the site’s search results. An Amazon Payments service allows merchants to accept online credit card payments -direct deposits are made by Amazon to the sellers checking account -- and use the company’s one-click order feature; the service also provides a guarantee to both buyers and sellers. zShops merchants are charged a $0.10 per product

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copyright  2000 by The Intermarket Group

The eCommerce Almanac

listing fee plus a completion fee of 1.25%-5.00% of the sale price for each item sold. The company reported $573.89 million in gross revenue for the first quarter ending March 31, 2000 with a loss of $308.43 million. Approximately 3.1 million new customers were added during the quarter -- bringing the cumulative total to 20 million -- and 76% of sales where generated by repeat customers. The company is organized into three principal operating segments: “U.S. Books, Music and DVD/ video” which encompasses the U.S. online stores for books, music and DVDs/videos; “Early-Stage Businesses and Other” which consists of U.S. online stores for electronics, software, video games, toys, and home improvement products, U.S. marketplace services, and the Amazon.com Commerce Network; and “International” which includes all operations in Germany and the UK. The Amazon.com Commerce Network refers to selected strategic partners that sell products and services under co-branded sections on the Amazon.com Web site. The Network currently consists of the following companies: • Ashford.com. The company purchased a 17% stake in this online retailer of luxury and premium products for $10 million in December 1999. • Audible. The company purchased a 5% stake in this provider of Internet-delivered spoken audio for PCbased listening and playback devices in January 2000. A related agreement provides for Audible to pay the company $30 million over a three year period for access to Amazon.com customers. • Greenlight.com. The company owns a 5% stake in this online auto purchasing service and inked an agreement in January 2000 which provides for Greenlight.com to pay $82.5 million over a five year period for access to Amazon.com customers. • Pets.com. The company owns a 30% stake in this online pet store after investing $58 million between April and November 1999. • drugstore.com. The company owns a 24% stake in this personal and health products retailer after investing $40 million between February 1999 and January 2000 and providing technology and promotional services. A related marketing agreement provides for drugstore.com to pay the company $105 million -- including an initial payment of $30 million - over a three year period for access to Amazon.com customers. • Gear.com. The company purchased a 49% stake in this online discounter of brand-name sporting goods in July 1999. • HomeGrocer.com. The company owns a 28% stake in this online grocery-shopping and home-delivery service after investing $42.5 million in May 1999. • Kozmo.com. The company purchased a 28% stake in this one-hour delivery service for entertainment and
copyright  2000 by The Intermarket Group

convenience products for $60 million in March 2000. A related three-year agreement enables the company to offer one hour delivery for selected products and points of delivery using Kozmo.com’s services. • living.com, an online retailer of home products and services. • NextCard Inc. In December 1999, the company announced a five year partnership with this online issuer of consumer credit cards to create an Amazon.com affinity card. The partnership also granted the company warrants to acquire up to 9.9% of NextCard. • Della.com, an online service for gift registry, gift advice, and personalized gift suggestions. • Sothebys. An auctioneer that the company has partnered with on an online auction site for art, antiques and collectibles. • eZiba.com. Major acquisitions by the company include the April 1998 purchase of online retailers Bookpages and Telebook -- which served as the foundation of its entry into the European marketplace -- and the U.K.-based entertainment content site, Internet Movie Database. In August 1998, the company acquired PlanetAll, which provides a Web-based address book, calendar, and reminder service, and Junglee Corp., a provider of advanced Web-based virtual database (VDB) technology. In April 1999, the company acquired LiveBid.com, a provider of live-event auctions on the Internet, and Exchange.com, an online marketplace for used books. In June 1999, the company announced a ten year alliance with Sotheby’s to launch a joint online auction site, sothebys.amazon.com -- which provides an Internet marketplace for collectibles and general art and enables antiques dealers to reach Amazon.com customers.

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Ameritrade
Ameritrade Holding Corp. 4211 South 102nd Street Omaha, NE 68127, U.S.A. Tel. 402-331-7856 Fax 402-597-7789
Unique Visitors (March 2000): Reach: Rank: 1,867,000 2.8% 311

Ameritrade Customer Account Home Page

ORGANIZATION Business Sector: Banking/Brokerage/Financial services Founded: 1971 Employees: 2,369 total (600 (approx.) IT staff) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Omaha, NE headquarters • Bellevue, NE operations center • Ft. worth, TX operations center • Baltimore, MD technology development center • Kansas City, MO back-up data center • White Plains, NY corporate office Telecenter: Two in-house call centers with 800+ full-time equivalent representatives Ownership: Public Trading Symbol: AMTD (NASDAQ) Major Shareholders: • J. Joe Ricketts, Chairman and CEO Shareholder Equity: $309.993 million (3/31/00) Profitable: No ($18.509 million loss for six months ending 3/31/00) WEBSITE OVERVIEW Website: www.ameritrade.com Related Sites: www.accutrade.com, www.amerivest.com, www.amtd.com, www.advancedclearing.com Site Launch: August 1994 Site Type: Business-to-consumer Business Model: Commission-based Site Size: U.S. stocks, options, treasury securities, listed corporate bonds, and 7,800 mutual funds from 400 fund families Languages: English Accepts Advertising: No Site Features: General help and contextual help Back-end Integration: Access to customer account information, transaction history, transaction processing, and transaction status integrated into website.

MARKETING Media: Television advertising, business periodical advertising, newspaper advertising, direct mail Partnerships: • America Online (Proprietary dial-up service) • America Online (www.compuserve.com) • Prodigy Services Corp. (www.prodigy.com) • Excite@Home (www.excite.com) • Intuit Inc. (www.quicken.com) • MarketWatch.com Inc. (www.marketwatch.com) • Microsoft Corp. (investor.msn.com) • TheStreet.com (www.thestreet.com) • Yahoo! Inc. (www.yahoo.com) • Intuit Inc. (link with Quicken) • Microsoft Corp. (link with MS Money) Affiliates Program: None MANAGEMENT J. Joe Ricketts, Chairman and Chief Executive Officer Ameritrade Holding Corp. Jack McDonnell, President James Ditmore, Chief Information Officer J. Peter Ricketts, Senior Vice President of Marketing and Sales Peter D. Horst, Vice President, Marketing INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom, AT&T CERFnet Internet Connectivity: Multiple DS-3 lines Mirror Locations: One Hardware Platform: Sun Microsystems

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The eCommerce Almanac

Operating System: Solaris UNIX Web Server Software: Apache/Stronghold Commerce Platform: Proprietary; Ameritrade Operating System (ATOS) Web Servers: Multiple Sun Ultra 4000 and Enterprise 10000 servers Database Platform: Oracle Database Servers: Multiple Sun Ultra 4000 and Enterprise 10000 servers Personalization: Ameritrade Operating System (ATOS) Affiliate Management: Not used Transaction Processing: Ameritrade Operating System (ATOS) Other Applications: BEA Systems Tuxedo middleware; InterSystems Cache e-DBMS; Kana Solution customer support; System Management ARTS SMARTS InCharge suite; InterVoice-Brite speech-enabled call automation system; Mercury Interactive Test Director, WinRunner, Xrunner, and LoadRunner. OPERATING BENCHMARKS Net Revenue1 1999........................................$268.4mn 1998........................................$134.9mn 1997........................................$ 77.2mn 1996........................................$ 54.3mn Customer Assets (end of period)2 2000 (Q2) ..................................$38.9bn 1999...........................................$22.9bn 1998...........................................$11.4bn 1997...........................................$ 7.3bn 1996...........................................$ 4.0bn Customer Accounts (end of period)2 2000 (Q2) ..................................992,000 1999...........................................560,000 1998...........................................306,000 1997.............................................98,000 1996.............................................52,000 Transactions (avg. trades per day) 1 2000 (Q2) ..................................149,091 1999.............................................49,305 1998.............................................18,407 1997...............................................6,571 1996...............................................3,670 Advertising Expenditures1 1999........................................$59.72mn 1998........................................$43.61mn 1997........................................$13.97mn 1996........................................$ 7.54mn
1. Fiscal year October 1 – September 30. 2. Core brokerage accounts at end of period.

COMMENTS Ameritrade is the largest operating unit of Ameritrade Holding Corp. Ameritrade Holding also operates Accutrade -- another online broker -- Advanced Clearing, and AmeriVest. The company was formed in 1997 when Ameritrade Holding combined the accounts of Ceres Securities, K. Aufhauser & Company, and the eBroker division of All American Brokers. Total revenue for the six months ending March 31, 2000 were $281.16 million with a loss of $18.51 million. More than 453,000 new customer accounts were added during the half -- at an average acquisition cost of $250.00 each -- and total accounts (net of closures) reached 992,000 at the end of the period. The company owns a 7.1% minority interest in Knight/Trimark Group, the leading wholesale market maker in U.S. equity securities. In 1998, the company also provided funding for OnMoney.com, a personal financial portal that enables customers to access multiple accounts from banks, securities brokers, mutual funds, insurance and mortgage brokers through a MyAccounts feature and view consolidated account statements. The company worked with Vertical One, a subsidiary of S1 Corp., to build the MyAccounts feature. In August 1998, launched a secure electronic trade confirmation option in partnership with PostX Corp. In 1999, the company formed an alliance with Deutsche Bank in Germany, enabling it to offer the bank’s customers access to trading in U.S. markets. The company also entered into an agreement with TROY Group in 1999 which enabled it to offer rapid account opening and funding by new customers. In October 1999, the company partnered with Sprint PCS to provide wireless two-way transactional access to account information, online trading, and stock alerts using the Sprint PCS Wireless Web. In November 1999, the company launched a new online investment bank -- Epoch Partners -- in partnership with TD Waterhouse Group, Charles Schwab & Company, KPCB Holdings, Trident Capital Management, and Benchmark Capital Partners. Epoch will focus its activities on information technology and Internet companies. In December 1999, announced agreement with MicroStrategy to develop a suite of financial service offerings, including personalized investor information available by cellular telephone, pager or e-mail.

copyright  2000 by The Intermarket Group

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AMP Electronic Commerce
AMP Inc. 441 Friendship Road Harrisburg, PA 17111, U.S.A. Tel. 717-564-0100
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

AMP Home Page

ORGANIZATION Business Sector: Electronic parts and equipment Founded: 1941 Employees: 45,000 total Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Harrisburg, PA headquarters • 200+ manufacturing, warehouse, distribution and sales facilities in the U.S. and 50 other countries Telecenter: In-house call centers Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of Tyco International Ltd. (NYSE: TYC) Profitable: Yes WEBSITE OVERVIEW Website: www.amp.com, connect.amp.com, ecommerce.amp.com Site Launch: January 1996 Site Type: Business-to-business Business Model: Fixed pricing Site Size: 90,000 (approx.) part numbers Accepts Advertising: No Languages: English, German, Spanish, French, Italian, Chinese, Korean, Japanese Site Features: General help, contextual help, foreign language product information and order pages Back-end Integration: Access to customer account information, inventory availability, and order status are integrated into website. MARKETING Media: Business periodical advertising, direct mail Partnerships: None Affiliates Program: None MANAGEMENT Jim Kessler, Director-Global Electronic Commerce INTERNET INFRASTRUCTURE Design Consultants: Ft. Point Partners Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: AT&T Internet Connectivity: One shared DS-3 line Mirror Locations: None Hardware Platform: IBM, Sun Microsystems Operating System: Windows NT, Solaris Web Server Software: Microsoft IIS 4.0, Netscape Enterprise Server 2.01 Commerce Platform: IBM Net.Commerce Merchant Server Web Servers: Two IBM RS/6000 servers Database Platform: Oracle 7; links to IBM DB2 legacy database Database Servers: One Sun server running Step Search links to mainframe legacy database Personalization: Not used Affiliate Management: Not used Payment Processing: Not used Other Applications: SAQARRA Systems Step Search

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The eCommerce Almanac

COMMENTS AMP Inc. is the world’s leading supplier of electrical and electronic connectors and interconnection systems. The company’s commerce site is built around a catalog of more than 90,000 part numbers and employs a parametric search capability that enables users to navigate search results using high-resolution graphics, 3-D models, and product charts that illustrate side-by-side comparisons of up to five similar products. The site provides a real-time link to AMP’s ERP system enabling users to retrieve realtime standard or contract pricing information for each part number as well as its availability from every participating distributor. Site content includes technical drawings, specifications, test reports, 3-D models, printed circuit board layouts and panel cutouts, assembly sub-contractor referrals, and links to distributor referrals. The AMP website is available in English and seven foreign languages. It was also among the first large-scale commerce sites to offer complete multi-lingual support. In March 2000, the company eliminated a requirement that users register before they were able to access the online catalog. At that point in time, there were more than 200,000 registered users and the site averaged more than 22,000 unique visitors per month.

122 South Michigan Avenue, 10th Floor Chicago, IL 60603, U.S.A. Tel. 312-360-0100 Fax 312-360-1112
Unique Visitors (March 2000): Reach: Rank: 570,000 0.8% 1,108

Art.com Inc.

ORGANIZATION Business Sector: Other (Art) Founded: 1997 Employees: 100+ Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Chicago, IL headquarters • Lake Forest, IL customer service and distribution center Telecenter: In-house call center Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of Getty Images Inc. (NASDAQ: GETY) Shareholder Equity: $745.69 million (Getty Images) Profitable: No WEBSITE OVERVIEW Website: www.art.com Site Launch: May 1998; Publicly launched March 1999 Site Type: Business-to-business, Business-to-consumer Business Model: Fixed-pricing, Negotiated Pricing/Auctions Site Size: 31,000 products SKUs (29,000 prints and posters, 2,000 fine art pieces, and 450 gifts) Languages: English Accepts Advertising: No Site Demographics: 35% male/55% female; 80% college educated; 50% married; $50,000+ average household income; average age, 37.5 years Site Features: General help, contextual help, online realtime customer service Back-end Integration: Access to customer account information, order history, product availability, order processing, payment processing and order status are integrated into the website. MARKETING Media: Radio advertising, newspaper advertising, consumer and business periodical advertising, direct mail. Partnerships: • Amazon.com Inc. (www.amazon.com)

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The eCommerce Almanac • America Online Inc. (proprietary dial-up service) • America Online Inc. (www.aol.com) • America Online Inc. (www.netscape.com) • America Online Inc. (www.compuserve.com) • Hearst Communications (www.homearts.com) • giftpoint.com (www. giftpoint.com) • iVillage, Inc. (www.ivillage.com) • Office Depot, Inc. (www.officedepot.com) • Women.com Networks (www.astronet.com) • Women.com Networks (www.women.com) • Yahoo Inc. (www.yahoo.com) Affiliates Program: Art.com Affiliates Program No. of Affiliates: 17,000 Commission Rate: 15% plus 2% of additional sales within 90 days of first purchase MANAGEMENT Bill Lederer, Chief Executive Officer. Founded and currently heads Minotaur Capital Management, an Illinoisbased investment firm, previously served as vice president of research at Sound Shore Management and as a securities analyst and portfolio manager for Management Asset Corporation. B.A. in business from Roosevelt University in Chicago. Don Fosen, Chief Information Officer and Vice President. Previously served as a programmer analyst for the Circuit Court Clerk of Dupage County, as a consultant at various companies such as Software Architects, Sears, and the National Futures Association (NFA), and as a project manager and then director of sales systems development for Ameritech Cellular. B.S. in computer information systems and M.B.A. from Benedictine University. Michael Kahn, Vice President of Marketing. Previously served as vice president of consumer marketing and franchise sales for The Great Frame Up and served in various positions at advertising agencies such as J. Walter Thompson, Mitchiner Ross & Kahn (where he was partner and president), Campbell-Mithun-Esty and DDB Needham. B.A. in journalism from the University of Wisconsin at Madison. INTERNET INFRASTRUCTURE Design Consultants: Design One Site Maintenance: In-house staff and outside consultants Hosting Arrangement: On-site and co-located servers Internet Connectivity: 3 T-1 lines Access Providers: InterNAP, Level 3, UUNET/MCI Worldcom Mirror Locations: None Hardware Platform: Dell PowerEdge servers with Intel 450mHz and 500mHz processors Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Four 12

Art.com Home Page

Application Servers: Three Database Platform: Microsoft SQL Server 7.0 Database Servers: Five Personalization: Net Perceptions GroupLens Recommendation Engine Affiliate Management: Be Free BFAST Payment Processing: Signio Other Applications: Microsoft Passport COMMENTS Art.com specializes in selling matted and framed art prints and posters to consumers and small business. The company was originally funded by SOFTBANK, Benchmark Capital, and Sandler Capital. In May 1999, Getty Images, Inc. (NASDAQ: GETY) acquired the company for $200 million in Getty common stock (4.25 million shares) and contributed an additional $10 million in capital to the company. Getty has since combined Art.com with American Royal Arts -- a marketer of collectibles and animation art -- to create its Consumer Division.

copyright  2000 by The Intermarket Group

The eCommerce Almanac

Ashford.com, Inc.
3800 Buffalo Speedway, Suite 400 Houston, TX 77098, U.S.A. Tel. 713-369-1300 Fax 713-623-0444
Unique Visitors (March 2000): Reach: Rank: 432,000 0.6% 1,464

Ashford.com Home Page

ORGANIZATON Business Sector: Gifts/Jewelry Founded: March 1998 Employees: 70+ Offline Activity Storefronts: One Catalogs Mailed: None Facilities: Houston, TX headquarters and fulfillment center Telecenter: None Ownership: Public Trading Symbol: ASFD (NASDAQ) Major Shareholders: • Benchmark Capital (35%) • Amazon.com Inc. (17%) • J. Robert Shaw, Chairman (10%) • James Whitcomb, Jr., COO (10%) • Sequoia Capital (8%) • Markas Holding (8%) • Kenneth Kurtzman (6%) Financing: $257 million in 3 rounds and IPO Profitable: No ($72.06 million loss for FY ‘00) WEBSITE OVERVIEW Website: www.ashford.com Site Launch: April 1998 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 14,000 SKUs from 30 different brands Languages: English Accepts Advertising: No Site Features: General help, real-time online customer service Back-end Integration: Access to inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into the website. MARKETING Media: Newspaper advertising; broadcast radio and television advertising, consumer periodical advertising, and direct mail are planned Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com)
copyright  2000 by The Intermarket Group

• America Online (www.netcenter.com) • America Online (www.compuserve.com) • Amazon.com Inc. (www.amazon.com) • Earthlink Inc. (www.wizshop.com) • FedEx Marketplace (www.fedex.com) • New York Times Company (www.nytimes.com) • USA Today Online (www.usatoday.com) • Yahoo! Inc. (www.yahoo.com) Affiliate Program: Ashford.com Affiliate Program Number of Affiliates: 2,000+ Commission Rate: 5% of purchase value MANAGEMENT Kenneth Kurtzman, Chief Executive Officer. Previously served as vice president and general manager of several divisions of Compaq Computer Corp., including the Small and Medium Business Division and Compaq.com, and as a Principal at McKinsey & Company working in the computing, telecommunications, systems integration, banking and energy industries. B.A. in Economics from Rice University and M.B.A. from Stanford University. Bill Hensler, Chief Operating Officer. Previously held various positions at Compaq Computer Corp., including vice president of the Small and Medium Business Division and vice president of quality for the PC Products Group, directed Coopers & Lybrand's Total Quality Center of Excellence, and held positions as vice president at Qualtec 13

The eCommerce Almanac

Quality Services and director of quality improvement at Florida Power and Light. James Whitcomb, Jr., Chief Information Officer. Previously served as vice president and chief technology officer at Synergy Development Corp. B.A. in Accounting from the University of Texas. David Gow, Vice President, Finance and Chief Financial Officer. Previously served as director of strategic planning at Compaq Computer Corp. and as a consultant with McKinsey & Co., serving the technology, energy, banking and retail industries. B.A. in Economics from Williams College and M.B.A. from the Kennedy School of Government at Harvard University. James Gerber, Vice President of Business Development. Previously served in various positions at Clarify, Inc., most recently as Southwestern Branch Manager. B.A. in Political Economy of Industrial Societies from the University of California at Berkeley and M.B.A. from Stanford University. Mary Lou Kelley, Vice President of Marketing. Previously served as director of product marketing at Ben & Jerry's Homemade, Inc. and as a consultant for McKinsey and Company in Houston, Dallas, Boston and New York. B.A. in economics from Boston College and M.B.A. from the University of Virginia. Jeff Whatcott, Director of Business Development Darrell Starnes, Director of Systems Infrastructure INTERNET INFRASTRUCTURE Design Consultants: Synergy Development Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Insync Internet Services Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Microsoft Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Multiple ProLiant 1850 dual Pentium servers Database Platform: Microsoft SQL Server 6.5 and 7.0 Database Servers: Multiple ProLiant 1850 dual Pentium servers Personalization: Not used Affiliate Management: Be Free BFAST Payment Processing: CyberSource Other Applications: Accuity chat software, Microsoft Passport, Broadbase customer analysis software

OPERATING BENCHMARKS Total Revenue1 2000 Q4....................................$11.8mn 2000 Q3....................................$20.1mn 2000 Q2.....................................$ 4.4mn 2000 Q1.....................................$ 3.6mn 1999...........................................$ 3.6mn Marketing Expenditures1 2000 Q4....................................$10.5mn 2000 Q3....................................$16.1mn 2000 Q2.....................................$ 5.6mn 2000 Q1.....................................$ 2.4mn 1999...........................................$ 1.0mn Total Customers1 2000 Q4.......................................96,157 2000 Q3.......................................66,120 2000 Q2.......................................26,971 2000 Q1.......................................18,866 1999.............................................12,274 Repeat Customers1 2000 Q4.......................................... 25% 2000 Q3.......................................... 22% 1999...................................................n/a
1. Fiscal year ending March 31

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autobytel.com inc.
18872 MacArthur Boulevard, Second Floor Irvine, CA 92612, U.S.A. Tel 949-225-4500
Unique Visitors (March 2000): Reach: Rank: 1,000,000 1.5% 671

autobytel.com Home Page

ORGANIZATION Business Sector: Automobiles/Auto Parts Founded: February 1995 Employees: 225+ Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Irvine, CA headquarters • San Ramon, CA CarSmart.com offices Telecenter: None Ownership: Public Trading Symbol: ABTL (NASDAQ) Major Shareholders: • GE Capital Services • National Union Fire Insurance Company (subs. Of American International Group Inc.) • Inchcape Motors International PLC • ContiTrade Services • National Broadcasting Company (NBC) • Bilia AB • Invision AG • Aureus Private Equity AG • MediaOne Interactive Services • Michael Fuchs Financing: $141.96 million in three rounds and IPO Profitable: No ($23.320 million loss for FY ’99) WEBSITE OVERVIEW Website: www.autobytel.com, www.autobytel.ca, www.autobytel.co.uk, www.autobytel-japan.com, www.autobytel.se, www.carsmart.com Site Launch: March 1995 Site Type: Business-to-consumer Business Model: Fee-based Site Size: 684 basic models from 55 manufacturers Languages: English, Swedish, Japan Accepts Advertising: No Site Demographics: 77% male/23% female; 57% college graduates; average age range 25-54 years; $65K average household income Site Features: General help, contextual help, foreign language product information and order pages

Back-end Integration: Access to customer account information, inventory availability, and payment processing are integrated into website. MARKETING Media: Television advertising, business and consumer periodical advertising Partnerships: • Alta Vista Company (www.altavista.com) • Edmunds.com Inc. (www.edmunds.com) • Excite@Home Inc. (www.excite.com) • AT&T Worldnet (www.att.net) • NBC Internet (www.snap.com) • NBC Internet (www.nbci.com) • NBC Internet (www.xoom.com) • Kelley Blue Book (www.kbb.com) • Go Network (www.go.com) Affiliates Program: Autobytel.com AutoPartner Program Number of Affiliates: n/a Commission Rate: $1.50 - 3.00 per purchase request MANAGEMENT Mark Lorimer, President and CEO Ann Marie Delligatta, Executive Vice President and Chief Operating Officer Robert S. Grimes, Executive Vice President Hoshi Printer, Senior Vice President and Chief Financial Officer David Grant, Chief Technology Officer Josh McCarter, Vice President, International Development Jason Tuschman, Vice President Consumer Products and Website Development Glen Caffey, Vice President, Service Products

copyright  2000 by The Intermarket Group

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The eCommerce Almanac

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Sprint Corp. Internet Connectivity: DS-3 line Mirror Locations: None Hardware Platform: Compaq Computer Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications Web Servers: Twenty Compaq ProLiant 1850R servers Database Platform: Microsoft SQL Server 7 Database Servers: Compaq ProLiant 5000 servers Personalization: Not used Affiliate Management: Proprietary applications Payment Processing: Signio Other Applications: Allaire Cold Fusion, Iconomy.com storefront software OPERATING BENCHMARKS Total Revenue 1999........................................$40.30mn 1998........................................$23.83mn 1997........................................$15.34mn 1996........................................$ 5.03mn Marketing Expenditures 1999........................................$44.18mn 1998........................................$30.03mn 1997........................................$21.45mn 1996........................................$ 7.79mn Development Expenditures 1999........................................$14.26mn 1998........................................$ 8.53mn 1997........................................$ 5.45mn 1996........................................$ 1.75mn Vehicle Purchase Requests 1999........................................2,065,000 1998........................................1,300,000 1997...........................................761,000 1996...........................................345,000 COMMENTS autobytel.com operates one of the leading web properties for consumer car buyers. The company was recognized by Computerworld as one of the “Premier 100 IT Leaders” in May 2000. The autobytel.com websites enable consumers to purchase new and pre-owned vehicles through its network of more than 5,000 dealers, direct through AutobytelDIRECT, or through consumer-toconsumer and dealer-to-consumer online auctions. Information and services are also provided vehicle financing, insurance, and maintenance.

The company’s business model is based primarily on fee income from participating dealers who pay an initial subscription fee plus an ongoing monthly fee which averaged $1,045 during 1999. Many dealers also participate in the AutobytelDIRECT program which costs $100 and $300 per vehicle sold, based on the gross selling price. In the first quarter of 2000, the company reported $15.1 million in revenue and a loss of $8.1 million. The share of first quarter revenue from international fees and from services -- such as financing and insurance -- was 20% compared to 15% in the previous quarter. During 1999, the company launched a consumer banking center in partnership with LendingTree and Credit Management Solutions; financing is also available through E-LOAN’s CarFinance.com. An insurance center provides real-time quotes from eCoverage, Esurance, Avomark Insurance Company, and InsurQuote Systems. Extended warranty products are offered through a partnership with Fireman's Fund. An online automotive superstore was launched in December 1999, enabling customers to purchase parts, accessories, tires, audio and electronics, car care products, tools, books and magazines. Partners include Wrenchead.com, CarParts.com, Crutchfield, Automotive.com, Autoaccessory.com, TireRack.com, 1StopTools.com, and Amazon.com In January 2000, launched AutobytelDIRECT, a directto consumer vehicle purchasing service that provides realtime online access to new vehicles, instant up-front pricing, multiple trade-in options, financing, and at-home or office delivery. Approximately 1,100 dealers were participating in the program at the end of March 2000 In February 2000, the company formed a Business Auction Systems Unit (wholesale.autbytel.com) which provides online wholesale auction services to dealers purchasing and selling new and used vehicles. A webbased vehicle service site was launched in the same month at service.autobytel.com. The company acquired A.I.N. Corp. and its CarSmart.com site in February 2000 for 1.8 million shares of autobytel.com common stock and $3 million in cash. At the time of purchase, CarSmart.com had relationships with approximately 1,500 dealers, more than 200 credit unions and marketing agreements with ten leading portals, including AOL.com, Alta Vista, Snap.com, G02Net and the Go Network. The company has aggressively expanded its business into international markets. In June 1999, Autobytel Japan KK was announced in partnership with ITOCHU Corp., Intec, e-solutions, Recruit Co., Orient Corp., 11 12 TransCosmos and GE Capital. The Japanese site was launched in November 1999. In January 2000, the formation of Autobytel.Europe was announced in partnership with Inchcape PLC, Pon Holdings B.V., GE Capital, and e-LaSer. Autobytel.Europe plans to license, invest in, and offer services to local partners throughout

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Europe who will tailor the Autobytel.com offerings to national markets. Sites in the U.K. and Sweden were launched in April 1999; sites for Denmark, Norway and Finland are expected to launch in 2000. The company also intends to sign licensing agreements in Germany, France, Spain, Portugal and Italy. In February 2000, the company formed Autobytel Australia in partnership with St. George Bank Ltd., Trading Post, Astre Automotive, RACV (Royal Automobile Club of Victoria), Fortis Insurance and Strathfield E-Ventures. The company has a wholly-owned Canadian subsidiary, Autobytel.ca inc., that was launched in 1998 and had relationships with approximately 170 dealers at the end of February 2000.

autoweb.com
3270 Jay Street, Building 6 Santa Clara, CA 95054, U.S.A Tel. 408-970-9100 Fax 408-588-9782
Unique Visitors (March 2000): Reach: Rank: 2,202,000 3.3% 246

ORGANIZATION Business Sector: Automobiles/Auto Parts Founded: 1994 Employees: 218 (84 product development staff) (12/31/99) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Santa Clara, CA headquarters • Westborough, MA • Los Angeles, CA • Atlanta, GA Telecenter: In-house call center Ownership: Public Trading Symbol: AWEB (NASDAQ) Major Shareholders: • Geocapital Partners • Technology Crossover • Farhang Zamani • Payam Zamani Financing: $104.2 million Profitable: No ($18.153 million loss for FY ’99) WEBSITE OVERVIEW Website: www.autoweb.com Site Launch: April 1995 Site Type: Business-to-consumer Business Model: Commission-based Site Size: 241 basic models from 43 manufacturers Languages: English Accepts Advertising: Yes Site Demographics: 56% male/44% female, 34.4% college educated, $65,000 average household income, average age 39 years old Site Features: General help, contextual help, online realtime customer service, customer created content; IP telephony and real-time customer-to-customer chat are planned Back-end Integration: Access to customer account information, customer order history, and payment processing are integrated into website.

copyright  2000 by The Intermarket Group

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The eCommerce Almanac

MARKETING Media: Television advertising and direct mail; Radio advertising, newspaper advertising, and consumer and business periodical advertising are planned Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.digitalcities.com) • CarsDirect.com (www.carsdirect.com) • Citibank (www.citibank.com) • Lycos, Inc. (www.lycos.com) • iWON, Inc. (www.iwon.com) • Wired Digital Inc. (www.hotbot.com) • Yahoo!, Inc. (www.yahoo.com) Affiliates Program: Autoweb.com Affiliate Program No. of Affiliates: 5,000+ Commission Rate: $5.00 per used car ad placement and $6.00 per purchase request MANAGEMENT Dean DeBiase, Chairman and Chief Executive Officer Sam Hedgpeth, President and Chief Operating Officer Thomas Stone, Chief Financial Officer Jerry Karr, Chief Technology Officer Cathy Gordon, Vice President, Product Development David Green, Vice President, Dealer Training Fred Ruffin, Vice President, Human Relations Jim Wolfe, Vice President, Marketing Cheryl Patstone, Vice President, Public Relations INTERNET INFRASTRUCTURE Design Consultants: Razorfish Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications Web Servers: Multiple Dell and Micron servers Database Platform: Microsoft SQL Server 6.5 Database Servers: Multiple Dell and Micron servers Personalization: Not used Affiliate Management: Proprietary application Payment Processing: Not used Other Applications: Net.Genesis Net.Analysis, NetAcumen log analysis software, Checkpoint firewall software, Octane Software Internet Relationship Management (iRM) software.

autoweb.com Home Page

OPERATING BENCHMARKS Total Revenue 1999..........................................$32.8mn 1998..........................................$13.0mn 1997..........................................$ 3.5mn Marketing Expenditures 1999..........................................$33.2mn 1998..........................................$13.0mn 1997..........................................$ 3.5mn Product Development Expenditures 1999..........................................$5.10mn 1998..........................................$0.59mn 1997..........................................$0.33mn COMMENTS Autoweb.com operates one of the leading websites for consumers car buyers. The site provides a combination of research resources, shopping tools, and support services for car buyers and owners. The company also provides web hosting and development services and sales automation services to vehicle manufacturers and dealers. More than 5,000 car dealers participate in the company’s online shopping service. Member dealers were originally charged a flat monthly subscription fee in exchange for receiving consumer purchase inquiries originated through the Autoweb.com site. The pricing model was changed in February 1998 because the number of leads received by dealers varied

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widely so dealers now pay for each qualified purchase inquiry. The Autoweb.com site enables member dealers and category partners to manage their presence on the site, including adding, modifying or updating their pre-owned car inventory listings; upload pictures of pre-owned cars; view their customer information; and generate reports based on their customers' survey responses. In February 1997, the company began negotiating partnerships to offer automotive-related services through its site. Current category partners include Intuit’s Quicken InsureMarket, CarFax Vehicle Histories, Canada Trust, PeopleFirst.com, GE Auto Warranty Services, and CarParts.com. In August 1999, the company launched a real-time Internet vehicle service center, enabling customers to set service appointments with local a local dealer or repair facility. An online auction service for used cars was added in October 1999 as part of the site’s used auto classified channel. In March 2000, the auction service was expanded, enabling consumers to also bid on brand new cars. In July 1999, acquired SalesEnhancer.com, an Internetbased support service that enables auto dealers to manage purchase inquiries by tracking potential buyers from the Internet, telephone, walk ins, or direct mail; instantly alert them to consumer requests; automate responses; and compile customer profiles. The company acquired Automotive Information Center (AIC) from Thomson Corp.'s Gale Group in September 1999 for $20 million in cash and stock. AIC’s AutoSite.com offers a 20,000-page online vehicle buyer's guide and a suite of related services and information to consumers, manufacturers and the media. In March 2000, the company announced an agreement with CarsDirect.com to launch a co-branded direct buying service on Autoweb.com as well as to place links between the two company's sites, and to license data content and tools. The companies also agreed to work together as infrastructure partners on future product development. In April 2000 Lycos Inc. purchased a 10% stake in the company for approximately $10 million and the two companies signed a four-year agreement to co-produce a new car buying resource for the Lycos website. Both companies will split the advertising and transaction revenues generated by the site. The company announced a four-year agreement with America Online in May 2000, under which Autoweb.com’s content and new configuration and comparison services will be integrated into the automotive areas across all of AOL’s various online properties.

BabyCenter Inc.
163 Freelon Street San Francisco, CA 94107, U.S.A. Tel. 415-537-0900 Fax 415-537-0909
Unique Visitors (March 2000): Reach: Rank: 1,212,000 1.8% 459

ORGANIZATION Business Sector: Books; Clothing; Music/Videos; Toys/Sporting Goods; Baby Products Founded: 1997 Employees: 125 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: San Francisco, CA headquarters Telecenter: In-house call center Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of eToys, Inc. (NASDAQ: ETYS) Financing: $13.3 million in two rounds Profitable: No WEBSITE OVERVIEW Website: www.babycenter.com Site Launch: November 1997 (website), October 1998 (storefront) Site Version: 3.0 Site Type: Business-to-consumer Business Model: Fixed-pricing Site Size: 10,000 (approx.) product SKUs Languages: English Accepts Advertising: Yes Site Demographics: 10% male/90% female; 85% college educated; 90% married; $50-60,000 average household income; average age, 25-29 years Site Features: General help, threaded discussions, realtime customer-to-customer chat, and customer-created content Back-end Integration: None MARKETING Media: Consumer periodical advertising and direct mail advertising. Broadcast television and radio broadcast advertising planned.

copyright  2000 by The Intermarket Group

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Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • Buena Vista Internet-Disney (www.family.com) • Buena Vista Internet-Disney (www.go.com) • Excite@Home (www.excite.com) • Inktomi Corp. (Inktomi Shopping Engine) Affiliates Program: BabyCenter Affiliates Program No. of Affiliates: n/a Commission Rate: 15% MANAGEMENT Mari Baker, Senior Vice President and General Manager Brian Laliberte, Chief Information Officer Steve Fram, Vice President of Engineering Greg Goff, Vice President of Marketing Colleen Hancock, Vice President of Merchandising INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Providers: SAVVIS Communications Internet Connectivity: 100Mbps Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris Web Server Software: Netscape Enterprise 3.6, Stronghold Apache Commerce Platform: Art Technology Dynamo Application Server Web Servers: Multiple Sun Enterprise servers Database Platform: Oracle 8 Database Servers: Multiple Sun Enterprise servers Personalization: Art Technology Dynamo Application Server Affiliate Management: Be Free BFAST Payment Processing: CyberCash Other Applications: RedCart Universal Shopping Cart OPERATING BENCHMARKS Registered Users (end of period) 1999...........................................225,000 1998...........................................100,000 1997.............................................10,000 COMMENTS BabyCenter operates a content site and online storefront catering to the information and product needs of new and expectant parents. The company’s original investors include Bessemer Venture Partners, Broderbund Software, Crystal Internet, IDG Ventures, Intel Corp., and Trinity Ventures. In April 1999, BabyCenter was acquired by

BabyCenter BabyStore Home Page

eToys for approximately $150 million in eToys common stock. The company’s Consumer Health Interactive (“CHI”) division was sold in December 1999 for $20 million in cash and securities to an investor group led by J.H. Whitney & Co. and Advance Paradigm, Inc. (Nasdaq: ADVP). The CHI unit assists companies such as Blue Shield of California and Blue Cross Blue Shield of Massachusetts with using the Internet to attract and retain members.

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In February 2000, eToys announced plans to combine the Baby Store on its own website with BabyCenter and operate the businesses under the BabyCenter brand. The eToys Baby Store tab now directs customers to the BabyCenter online store. eToys also plans to move all of the BabyCenter commerce-related functions, such as distribution and customer service, into its own Southern California facilities from BabyCenter’s San Francisco offices during the summer of 2000. In addition, the two companies plan to shift individuals involved with other overlapping functions into eToys’ offices within the same time frame.

BarnesandNoble.com Inc.
76 Ninth Avenue New York, NY 10011, U.S.A. Tel. 212-414-6000 Fax 212-414-6150
Unique Visitors (March 2000): Reach: Rank: 5,401,000 8.0% 72

ORGANIZATION Business Sector: Books, CDs/Videos/DVDs Founded: 1996 Employees: 1,237 Offline Activity Storefronts: 942 (operated by Barnes & Noble, Inc.) Catalogs Mailed: None Facilities: • New York, NY corporate offices • Northern New Jersey customer service facility • Jamesburg, NJ distribution facility • Memphis, TN distribution facility • Reno, NV distribution facility Telecenter: In-house call center Ownership: Public Trading Symbol: BNBN (NASDAQ) Major Shareholders: • Barnes & Noble, Inc. (40%) • Bertelsmann AG (40%) Financing: $670 million Profitable: No ($102.41 million loss for FY ’99) WEBSITE OVERVIEW Website: www.barnesandnoble.com, www.bn.com Site Launch: May 1997 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: One million in-print book titles, 15 million outof-print items, 200,000 music CDs, 2,000 software titles, 1,000 magazine titles, 2,000 eCards, and 9,500 print images Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, customer created content Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and shipment tracking integrated into website.

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MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.compuserve.com) • Affinia Commerce Network (www.affinia.com) • L.L. Bean (www.llbean.com) • BOL Ltd. (www.bol.com) • J. Crew Group (www.jcrew.com) • Electronic Newsstand, Inc. (www.enews.com) • Expedia, Inc. (www.expedia.com) • GiftCertificates.com (www.giftcertificates.com) • giftpoint.com (www.giftpoint.com) • Go2Net, Inc. (www. siliconinvestor.com) • Go2Net, Inc. (www.hypermart.com) • Go2Net, Inc. (www.playsite.com) • Go2Net, Inc. (www.metacrawler.com) • Lycos, Inc. (www.lycos.com) • Lycos, Inc. (www.hotbot.com) • Microsoft Corp. (www.msn.com) • MyPoints.com Inc. (www.mypoints.com) • MyWay.com (www.myway.com) • Netcentives Inc. (www.clickrewards.com) • New York Times Company (www.nytimes.com) • 1-800-Flowers Inc. (www.1800flowers.com) • Oracle Corp. (www.oracleexchange.com) • PETsMART.com, Inc. (www.petsmart.com) • PlanetRx.com Inc. (www.planetrx.com) • Textbooks.com (www.textbooks.com) • theglobe.com inc. (www.theglobe.com) • ThirdAge Media Inc. (www.thirdage.com) • Ticketmaster Online Citysearch (www.ticketmaster.com) • USA Today (www.usatoday.com) • VitaminShoppe.com Inc. (www vitaminshoppe.com) • Winstar Communications (www.office.com) • ZDNet (www.zdnet.com) • Digital Marketing Services (AOL Rewards Program) • Inktomi Corp. (Inktomi Shopping Engine) • uniView Technologies Corp. (set-top Internet boxes) Affiliates Program: BN.com Affiliate Network No. of Affiliates: 360,000 Commission Rate: 5-7% MANAGEMENT Stephen Riggio, Acting Chief Executive Officer. Also currently serves as vice chairman of Barnes & Noble, Inc. (NYSE: BKS). Previously served as chief operating officer of Barnes & Noble and as president of B. Dalton Bookseller, a subsidiary of Barnes & Noble.

BarnesandNoble.com Home Page

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Marie Toulantis, Chief Financial Officer. Previously served as CFO of Barnes & Noble, executive vice president, finance of Barnes & Noble, and senior vice president of Chase Manhattan Bank. Gary King, Chief Technology Officer. Previously served in various positions at Avon Products, including vice president for global information technologies. Carl Rosendorf, Senior Vice President, Marketing. Previously founded and served as president of Cybersmith and as executive vice president of B&N College. William Duffy, Vice President, Operations. Previously served as vice president-Finance of Barnes & Noble and as vice president and general manager of Marboro Books, a subsidiary of Barnes & Noble. Brenda Marsh, Vice President, Merchandising. Previously served as senior vice president and then president, sales and market development for the general book group of HarperCollins Publishers. Also served in various executive positions at Viking Penguin and St. Martin's Press. Tom Simon, Vice President, Content Development Michael Fragnito, Vice President, eBooks INTERNET INFRASTRUCTURE Design Consultants: Interactive Bureau LLC; i|o 360, Business Data Services Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) and co-located server(s) Access Provider: Genuity Inc., UUNET/MCI Worldcom, Sprint Corp., Cable and Wireless, GlobalCenter, Winstar Communications, and three other ISPs Internet Connectivity: Multiple DS-3 and T-1 lines Mirror Locations: One Hardware Platform: Compaq ProLiant Operating System: Windows NT 4 (web front-end), Windows 2000 (back-end systems) Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition; proprietary applications Web Servers: 30 Compaq ProLiant 6400 servers Application Servers: 30 Compaq ProLiant 6400 servers Database Platform: Microsoft SQL Server Database Servers: Multiple Compaq ProLiant 8500 eightway servers Personalization: Microsoft Site Server Personalization, proprietary applications Affiliate Management: BeFree BFAST Payment Processing: Proprietary application Other Applications: Microsoft Chat, Microsoft Transaction Server, Microsoft Message Queue, CyberCash InstaBuy, Microsoft Passport, RedCart Universal Shopping Cart, Kana Solution customer support, Accrue traffic analysis software, Red Brick Systems data warehouse tools, webMethods B2B, EXE Technology EXceed

eFulfill software, i2 Technologies supply chain management software OPERATING BENCHMARKS Total Revenue 1999......................................$202.57mn 1998......................................$ 61.83mn 1997......................................$ 11.95mn Sales to Repeat Customers 1999................................................ 66% 1998................................................ 52% 1997...................................................n/a Marketing Expenditures 1999......................................$111.55mn 1998......................................$ 70.42mn 1997......................................$ 8.86mn Development Expenditures 1999........................................$21.01mn 1998........................................$ 8.53mn 1997........................................$ 3.26mn Total Customers (end of period) 1999........................................4,700,000 1998........................................1,300,000 1997...........................................250,000 COMMENTS BarnesandNoble.com is the Internet’s second-largest bookseller and a retailer of magazines, CDs, videos, DVDs, prints and posters, and electronic greeting cards. The company was formed in October 1998 as an equal partnership between Barnes & Noble, Inc. (NYSE: BKS) which contributed its existing online business and Bertelsmann AG which ultimately contributed $200 million in equity capital. Prior to that time, the online activities of Barnes & Noble were run by a wholly-owned subsidiary, Barnes & Noble Online, Inc. In May 1999, the company raised approximately $484 million in an initial public offering (IPO). Gross revenue for the quarter ending March 31, 2000 was $78.22 million with a loss of $52.11 million. During the same period, the company added more than 850,000 new customers. The company can leverage its partnership with Bertelsmann through cross-marketing and co-promotion programs targeting members of Bertelsmann’s U.S. book and music clubs. The company also outsources various services to Barnes & Noble, including payroll processing, benefits administration, insurance, and taxes. A partnership between the company and BuyEnlarge.com Inc. enables customers to order any of more than 9,500 images and have them printed on

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museum-quality canvas or high-quality paper for delivery on demand. In December 1999, the company launched B&N.com On the Go, a strategy which enables customers to shop at the company’s online storefront through wireless devices such as the Palm VII handheld computer. In January 2000, the company announced a partnership with Microsoft Corp. to create an online eBook store for the Microsoft Reader software. The company also acquired a 32% equity stake in online magazine subscription retailer eNews.com in January for $26.4 million in cash and $12.8 million in BarnesandNoble.com common stock. The company announced a five-year agreement with MBNA America Bank in January to develop and market a co-branded credit card; the agreement also enables BarnesandNoble.com to market its products to MBNA’s 40+ million card holders. In February 2000, the company launched bnRadio, an Internet radio service that allows customers to listen to full-length songs and excerpts from audio books. In May 2000, the company partnered with CitySprint 1800-DELIVER to provide same-day delivery services in the New York City Borough of Manhattan at standard shipping rates. The service applies to in-stock books and music CDs. The two companies have been working together since October 1999 on next-day delivery of selected orders.

Beyond.com Corp.
3200 Patrick Henry Drive Santa Clara, CA 95054, U.S.A. Tel. 408-855-3000 Fax 408-327-6400
Unique Visitors (March 2000): Reach: Rank: 1,423,000 2.1% 446

ORGANIZATION Business Sector: Computer software and hardware Founded: August 1994 Employees: 250 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Santa Clara, CA headquarters • San Francisco, CA IT center • Portland, OR customer service center • Reston, VA government sales office Telecenter: In-house call center Ownership: Public Trading Symbol: BYND (NASDAQ) Major Shareholders: • William McKiernan, Chairman • Bowman Capital Management • Munder Capital Management • Franklin Advisers, Inc. • Barclays Global Investors • C.E. Unterberg Towbin • Zweig-DiMenna Partners • Vanguard Group, Inc. • DLJ Asset Management Group • California Public Employees • Dimensional Fund Advisers Financing: $360.2 million from venture capital, IPO, secondary offering, and convertible debt offering Profitable: No ($124.765 million loss for FY ’99) WEBSITE OVERVIEW Website: www.beyond.com Site Launch: November 1994 Site Type: Business-to-business, business-toconsumer (SOHO) Business Model: Fixed pricing Site Size: 177,000 (approx.) product SKUs, including 13,000 ESD titles Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, customer created content

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Beyond.com Home Page

MANAGEMENT William S. McKiernan, Chairman Ronald Smith, Chief Executive Officer Rick Neely, Senior Vice President, Finance and Administration, and Chief Financial Officer Gordon F. Jones, Senior Vice President, Chief Information Officer John Vigouroux, Senior Vice President, Sales and Marketing Brian Mellea, Vice President, Marketing Eric Chatham, Vice President, Infrastructure Engineering Monty Mars, Vice President, Business and Corporate Development INTERNET INFRASTRUCTURE Design Consultants: Infosys Technologies Ltd. Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications, InterNAP Network Services, Digital Island Internet Connectivity: 200 Mbps Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX, Windows NT 4 Web Server Software: Apache Commerce Platform: Proprietary applications, mySAP.com Web Servers: 30 Sun Ultra 2200 and 2300 servers Database Platform: Sybase Database Servers: Three Sun Enterprise 4500 Personalization: Proprietary applications Affiliate Management: Proprietary application Payment Processing: CyberSource Payment Services Other Applications: CyberSource Digital Delivery Service, CyberSource Internet Fraud Screen, Novadigm Radia E-wrap, RedCart Universal Shopping Cart, CyberCash InstaBuy, pcOrder.com ContentSource OPERATING BENCHMARKS Total Revenue 1999......................................$117.28mn 1998......................................$ 36.65mn 1997......................................$ 16.81mn 1996......................................$ 5.86mn Marketing Expenditures 1999........................................$81.35mn 1998........................................$27.21mn 1997........................................$ 1.70mn 1996........................................$ 0.70mn Development Expenditures 1999........................................$10.39mn 1998........................................$ 4.14mn 1997........................................$ 1.06mn 1996........................................$ 0.43mn

Back-end Integration: Access to customer account information, order processing, payment processing, and order status are integrated into website. MARKETING Media: Offline media not used Partnerships: • Excite@Home (www.home.com) • Time Warner Road Runner (www.rr.com) • Inktomi Corp. (Inktomi Shopping Engine) • AppCity Corp. (AppCity Shoplayer) Affiliates Program: Beyond.com Affiliate Program No. of Affiliates: 88,000 Commission Rate: 5% for physical products 10% for ESD products

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Total Customers 1999........................................2,000,000 1998...........................................634,000 1997...........................................171,270 COMMENTS Beyond.com is an online retailer of computer software, games, hardware, and accessories. The company generates revenue through three online channels: its eStore Group, government sales, and its own online storefront at www.beyond.com. The eStore Group enables companies to outsource their online software storefronts and choose from a menu of services which include in part, website design, transaction processing, physical and electronic order fulfillment, and customer support. Representative eStore customers include Compaq Computer, Hewlett Packard, McAfee.com, Microsoft, Palm Computing, and Symantec. The eStore model allows customers to pay Beyond.com as either a traditional reseller or for service and transaction fees. A Government Systems Group operates under contracts with government agencies, such as the Patent and Trademark Office and the Department of Defense, enabling individuals to easily complete purchases with a negotiated pricing discount and centralized accounting and reporting. The company reported $31.34 million in revenue for the quarter ending March 31, 2000 and a loss of $45.78 million. The company’s website contributed 38% of gross revenue, government sales accounted for 33% and the eStores accounted for 29%. During the same quarter, a $13.7 million restructuring charge was recorded due to a strategic shift from consumer to business customers. The company reduced its workforce by approximately 20%, consolidated facilities, and terminated marketing partnerships with America Online, CNET, Excite, Yahoo! and ZDNet. Recent acquisitions include the purchase of online software retailer BuyDirect.com in March 1999 for $120.5 million in Beyond.com common stock (4.9 million shares). In October 1999, the company also acquired the French online software retailer SoftGallery SARL for $500,000 I cash and 48,000 shares of Beyond.com common stock. In April 2000, the Company partially unwound the transaction, returning an 80% interest in SoftGallery to the previous stockholders and issuing them an additional 177,000 shares of Beyond.com common stock plus $125,000 in cash.

Biztravel.com, Inc.
2401 Walnut Street Philadelphia, PA, U.S.A. Tel. 215-977-4000
Unique Visitors (March 2000): Reach: Rank: ORGANIZATION Business Sector: Travel services Founded: November 1995 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Philadelphia, PA headquarters • Linton, ND customer service office • New York, NY office Telecenter: In-house call center Ownership: Private Trading Symbol: None Major Shareholders: • British Airways • Continental Airlines • Marriott International • Sun Microsystems • Excite@Home • Accel Partners • Comcast • Hummer Winblad Venture Partners • New Enterprise Associates Financing: Not reported Profitable: No WEBSITE OVERVIEW Website: www.biztravel.com Site Launch: December 1996 Site Type: Business-to-consumer; Business-to-business Business Model: Fixed pricing Site Size: 12 airline travel frequency programs supported Languages: English Accepts Advertising: Yes Site Demographics: 70% male/30% female, 80% graduated college and 40% completed graduate degree, $100,000 average household income Site Features: General help, contextual help, one-click ordering/quick buy, online real-time customer service, customer created content; IP telephony, real-time customer-to-customer chat, foreign language product information and order pages are planned 74,000 0.1% 9,529

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Biztravel.com Home Page

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: Three T-1 lines Mirror Locations: None Hardware Platform: Sun Microsystems, Dell Operating System: Windows NT (web servers); Solaris (database servers) Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary application Web Servers: Multiple Dell servers Database Platform: Oracle Database Servers: One Personalization: Not used Affiliate Management: Not used

Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, and order status are integrated into website. MARKETING Media: Direct mail; radio and television advertising, newspaper advertising, consumer and business periodical advertising are planned. Partnerships: • AT&T Wireless Services (www.att.com) • Cable News Network, Inc. (www.cnnfn.com) • Citigroup, N.A. (www.bizzed.com) • Counsel Connect (www.counsel.com) • Epinions.com (www.epinions.com) • EventSource (www.eventsource.com) • Sales.com (www.sales.com) • Salesforce.com (www.salesforce.com) • Weather Channel (www.weather.com) • Work.com (www.work.com) • Global Network Architects (proprietary virtual communities) • Symantec Corp. (links from Norton Mobile Essentials software) • VISA International (eSolutions) Affiliates Program: None MANAGEMENT Hal F. Rosenbluth, Chief Executive Officer Neal Bibeau, President Don Otterbein, Chief Information Officer and Vice President, User Experience Justin Shaw, Vice President Cindy Dale, Vice President Joe McLarney, Controller

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Bluefly, Inc.
42 West 39th Street, 9th Floor New York, NY 10018, U.S.A. Tel. 212-944-8000 Fax 212-354-3400
Unique Visitors (March 2000): Reach: Rank: 661,000 1.0% 1,097

Bluefly Home Page

ORGANIZATION Business Sector: Apparel, home accessories Founded: 1991 (as Pivot Corp.) Employees: 75 full-time, 7 part-time Offline Activity Storefronts: None Catalogs Mailed: None Facilities: New York, NY headquarters Telecenter: In-house call center Ownership: Public Trading Symbol: BFLY (NASDAQ) Major Shareholders: • Kenneth Seiff, CEO • Soros Private Equity Partners • Quantum Industrial Partners Financing: $27.9 million Profitable: No ($13.19 million loss for FY ’99) WEBSITE OVERVIEW Website: www.bluefly.com Site Launch: September 1998 Site Version 2.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 5,000 (approx.) product SKUs from 300+ brands Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy (2-clicks) Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio advertising, consumer periodical advertising Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • Alloy Online Inc. (www.alloy.com) • e-Commerce Solutions (www.brandsforless.com) 28

• Excite@Home (www.excite.com) • theglobe.com inc. (www.theglobe.com) • Inktomi Corp. (Inktomi Shopping Engine) • Lycos Inc. (www.lycos.com) • Lycos Inc. (www.tripod.com) • Microsoft Corp. (www.msn.com) • Netcentives Inc. (www.clickrewards.com) • WingspanBank (www.wingspan.com) • Women.com Networks (www.women.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: None MANAGEMENT Kenneth Seiff, Chief Executive Officer Patrick Barry, Executive Vice President and Chief Financial Officer Robert Stevens, Executive Vice President Marty Keane, Vice President of Product Development Andy Hilford, Vice President of Creative Services INTERNET INFRASTRUCTURE Design Consultants: Evolution Online Systems, Kaufman Patricof Enterprises Site Maintenance: In-house staff

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Hosting Arrangement: Managed hosting Access Provider: Digex Inc., Akamai Technologies Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Database Platform: Microsoft SQL Server 7 Personalization: Net Perceptions Group Lens Recommendation Engine Affiliate Management: Not used Payment Processing: CyberSource Payment Service Other Applications: CyberSource Internet Fraud Screen, Net Perceptions for Marketing Campaigns, Microsoft Passport OPERATING BENCHMARKS Total Revenue1 1999..........................................$4.95mn 1998..........................................$0.22mn 1997......................................................0 Advertising Expenditures 1999..........................................$6.54mn 1998..........................................$0.44mn 1997................................................... n/a Active Customers (end of period) 1999.............................................54,881 1998...............................................3,878 1997......................................................0 Registered Users (end of period) 1999...........................................336,000 1998.............................................26,048 1997......................................................0
1. Company reported $10.3 million in revenue with a $400,000 loss, all from discontinued operations, for FY ‘97

The company has outsourced order fulfillment to Niles, Illinois-based Merchandise-Out-Of-The-Box, Inc. In June 1999, the company launched a house and home division, adding more than 600 home accessories to its online storefront. In July 1999, a complete redesign of the Bluefly.com site was launched and a new teens department and a gifts department were introduced. In December 1999 and January 2000, the company announced alliances with Harpers' Bazaar, Esquire, Marie Claire, Metropolitan Home and Seventeen which provide exclusive content on fashion trends for the Bluefly.com website. During the first quarter of 2000, the company negotiated a commitment from affiliates of Soros Private Equity Partners -- a previous investor -- to provide up to $15 million in additional financing which can be draw from during the year. In March, $3 million was drawn in the form of debt financing. The debt will be converted into equity securities -- and considered part of the $15 million commitment -- when the next round of financing is drawn.

COMMENTS Bluefly is an online discount retailer of designer apparel and home accessories. The company was originally founded in 1991 as Pivot Corp., a marketer of golf sportswear. In June 1998, the company discontinued its golfwear business to focus on developing Bluefly.com. The company name was changed to Bluefly, Inc. in October 1998, one month after the launch of the Bluefly.com site. In the first quarter ending March 31, 2000, the company reported $3.56 million in revenue with a loss of $5.87 million. Total active customers reached 87,500 at the end of the quarter and repeat customers accounted for 42% of sales during the period. The average repeat customer placed three orders during the quarter, according to the company.
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304 Hudson Street, 7th Floor New York, NY 10013, U.S.A. Tel. 212-620-5900 Fax 212-620-4315
Unique Visitors (March 2000): Reach: Rank: 1,157,000 1.7% 493

Bolt, Inc.

Bolt Store Home Page

ORGANIZATION Business Sector: General merchandise Founded: 1996 Employees: 170 (2/29/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • New York, NY headquarters • Chicago, IL office • Los Angeles, CA office Telecenter: Outsourced to PeopleSupport Ownership: Private (IPO pending) Trading Symbol: BOLT (NASDAQ) Major Shareholders: • Bechtel Enterprises Holdings, Inc (21.1%) • Daniel A. Pelson, CEO (17.7%) • Highland Capital Partners (14.1%) • Sandler Capital Management (13.3%) • Oak Associates (7.8%) • Moore Capital Management, Inc. (7.5%) Financing: $56.8 million Profitable: No ($12.917 loss for FY ’99) WEBSITE OVERVIEW Website: www.bolt.com Site Launch: August 1996 (Bolt Store: September 1999) Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 450 (approx.) products Languages: English Accepts Advertising: Yes Site Features: General help, contextual help, online realtime customer service, threaded discussions, real-time customer-to-customer chat, customer created content Back-end Integration: Access to customer account information, order history, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television and radio advertising, newspapers advertising, business periodical advertising

Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • America Online (www.MovieFone.com) • America Online (www.spinner.com) • Emusic.com, Inc. (www.emusic.com) • HearMe (www.hearme.com) • Lycos Inc. (www.lycos.com) • Lycos Inc. (www.tripod.com) • Lycos Inc. (www.angelfire.com) • Microsoft Corp. (www.msn.com) • Microsoft Corp. (www.hotmail.com) • theglobe.com, inc. (www.theglobe.com) • ThirdAge Media Inc. (www.thirdage.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: Planned MANAGEMENT Dan Pelson, Chief Executive Officer -- Previously founded Word, an online magazine acquired by Icon CMT Corp., and as a marketing, sales, and product development executive for Sun Microsystems. B.A. in political science and economics from Colgate University and M.B.A. from New York University. Mark Stutzman, Chief Technology Officer -- Previously served as executive director-technology at Cyberian Outpost and in various positions at IBM Corp., including management of all technical facets of ShopIBM and as a technical team leader for IBM Global Service's web hosting department. B.A. in English from S.U.N.Y. Jane Mount, Executive Vice President Product Development/Empowerment -- Previously served as

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design director of Word magazine. B.A. from Davidson College. Justin Nesci, Vice President, Business Development/Strategic Alliances -- Previously served as an advertising director for E! Online, managed brand marketing and media sales for 2d Interactive, Inc., as a management consultant at Lochridge & Company, and as an industry analyst for Dataquest. B.A. in Organizational Behavior & Management and Political Science from Brown University. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s), hosting service Access Provider: Exodus Communications, Akamai Technologies Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT, Solaris Web Server Software: Microsoft IIS 4.0 Commerce Platform: Interworld Commerce Exchange Web Servers: Multiple servers Database Platform: SQL Server 6.5 and 7, Redbrick Database Servers: Multiple servers Personalization: Interworld Commerce Exchange Affiliate Management: Not used Payment Processing: Cybersource OPERATING BENCHMARKS Total Revenue 1999............................................$4.4mn 1998............................................$2.7mn 1997............................................$0.5mn Marketing Expenditures 1999..........................................$9.08mn 1998..........................................$0.63mn 1997..........................................$0.29mn Technology and Production Expenditures 1999..........................................$3.52mn 1998..........................................$1.14mn 1997..........................................$0.81mn Registered Users (end of period) 1999........................................1,700,000 1998...........................................340,000 1997......................................................0 Website Traffic (avg. pageviews per day) 1999..............................................6.3mn (Dec.) 1998..............................................0.9mn (Dec.) 1997......................................................0

COMMENTS Bolt.com is a leading teen content and community site. During 1999, the company added an online storefront offering merchandise name brand apparel, music accessories, and electronics. Specific products are selected for the Bolt.com store based on regular surveys and polls of its 1.9+ million members. The storefront also includes a real-time interactive feature that indicates which products are being purchased at any given moment in time. E-commerce revenues are generated both directly through product sales as well as from fees for store-instore placements -- slotting fees -- paid by vendors their own branded stores within the Bolt Store.

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BUY.COM, Inc.
85 Enterprise Aliso Viejo, CA 92656, U.S.A. Tel. 949-389-2000 Fax 949-389-2800
Unique Visitors (March 2000): Reach: Rank: 2,281,000 3.4% 203

Buy.com Home Page

ORGANIZATION Business Sector: Computer hardware/software; consumer electronics; books/CDs/Videos; sporting goods (golf products) Founded: June 1997 Employees: 255 (3/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Aliso Viejo, CA headquarters Telecenter: Outsourced to ClientLogic; 350+ customer representatives in Albuquerque, NM and Buffalo, NY. Limited in-house staff to support complex customer support inquiries. Ownership: Public Trading Symbol: BUYX (NASDAQ) Major Shareholders • Scott Blum, Founder (48%) • SOFTBANK (30%) • Ingram Capital, Inc. (4%) Total Financing: $178 million Profitable: No ($130.17 million loss for FY ’99) WEBSITE OVERVIEW Website: www.buy.com, www.buycomp.com, www.buysoft.com, www.buymusic.com, www.buyclearance.com, and approximately 1,200 other domain names Site Launch: November 1997 Site Type: Business-to-consumer; Business-to-business Business Model: Fixed pricing Site Size: 850,000 SKUs in nine product categories Languages: English Accepts Advertising: Yes Site Demographics: 72.5% male/27.5% female; 57.9% college educated; 65.5% married; average age 39.5 years; $79.8K average household income Site Features: General help, one-click ordering/quick buy, online real time customer service Back-end Integration: Access to customer account information, order history, inventory availability, order processing, order status, and shipment tracking are integrated into website.

MARKETING Media: Television and radio advertising, newspaper advertising, consumer periodical advertising, and direct mail. Partnerships: • C-NET Inc. (www.computers.com) • Inktomi Corp. (Inktomi Shopping Engine) Affiliates Program: Buy.com Affiliate Connection Number of Affiliates: n/a Commission Rate: 2.5-8.0% based on product category MANAGEMENT Gregory J. Hawkins, Chief Executive Officer -Previously served as a senior vice president at Ingram Micro, Inc. B.S. in business administration from Oregon State University. Mitch C. Hill, Chief Financial Officer -- Previously served as chief financial officer and senior vice president at Walt Disney Imagineering, chief financial officer and vice president of Disney Development Co., director of finance and new business Disney Development, and as an associate at Goldman, Sachs & Co. B.S. in business accounting from Brigham Young University and M.B.A. from Harvard Business School

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Robb Brock, Vice President, Technology -- Previously served as vice president of software development at Data Faction, Inc. B.A. in computer science from National University. Travis Fagan, Vice President, Customer Service -Previously served in several management positions at Wells Fargo Online Financial Services, including vice president, manager of customer development and vice president, manager of customer care; prior to that, served as a manager, customer service at U.S. West, and senior consultant at Arthur Andersen Business Consulting. B.A. in business administration and Masters in Professional Accounting from the University of Texas. John C. Herr, Vice President, Advertising and Marketing -- Previously served in several management roles at Ziff Davis, Inc., including the vice president of international and executive vice president of worldwide marketing. Prior to that, served as a brand manager in consumer marketing at Johnson & Johnson and as a strategy consultant at Bain & Company. B.A. in Economics from Harvard University and M.B.A. from Harvard Business School. Anthony A. McAlister, Vice President, Information Services -- Previously served as vice president of information services for SpeedServe.com and director of application development for Ingram Entertainment, Inc. Associate degree in data processing from Nashville State Technical Institute. Brent Rusick, Vice President, Sales Operations -Previously served as a U.S. channel sales manager at Packard Bell NEC, Inc. and as a regional sales manager for Tech Data Corp. B.S. in business administration and finance from San Diego State University. Michael D. Walkey, General Manager, Small Business and Vice President, Product Management -- Previously served as president and CEO of BLT Electronics, Inc. and as vice president, purchasing for Ingram Micro, Inc. B.S. in business management from Pepperdine University. Murray H. Williams, Vice President, Global Business Development -- Previously served in various capacities at KPMG Peat Marwick, LLP, most recently as a Manager. B.A. in accounting and real estate from the University of Wisconsin, Madison. Thomas A. Wright, Vice President, Fulfillment Operations -- Previously served in several management positions at Ingram Micro, Inc., including vice president, logistics and sr. director North American operations. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: IBM Netfinity

Operating System: Windows NT 4.0 and Windows 2000 Web Server Software: Microsoft IIS Commerce Platform: Microsoft Site Server Commerce Edition 3.0 Web Servers: 25 total IBM 4000R and Netfinity 5500 dual processor servers and 8500 eight-processor servers; also 12 domain controller servers Database Platform: Microsoft SQL Server 7.0 Database servers: See “Web Servers” above Personalization: Not used Affiliate Management: LinkShare Payment Processing: CyberSource GeoPay Other Applications: RedCart Universal Shopping Cart, Microsoft Passport OPERATING BENCHMARKS Total Revenue1 1999........................................$596.9mn 1998........................................$125.3mn 1997............................................$0.9mn Sales to Repeat Customers 1999................................................ 49% 1998...................................................n/a 1997...................................................n/a Marketing Expenditures1 1999..........................................$71.3mn 1998..........................................$13.4mn 1997..........................................$ 0.1mn Development Expenditures1 1999..........................................$7.84mn 1998..........................................$0.95mn 1997..........................................$0.03mn Total Customers (end of period) 1999............................................1.95mn 1998............................................0.25mn 1997...................................................n/a
1. Figures for 1997 cover period from June 7 to December 31.

COMMENTS BUY.COM is an online-only retailer of computer hardware and peripherals, software, books, videos, DVDs, computer games, music, consumer electronics, golf-related products, and travel services. The company prices its products at a deep discount -- many are sold at cost -- and subsidizes the process through the sale of advertising on its website. The company reported $207.62 million in revenue for the first quarter ending March 31, 2000 and a loss of $32.85 million. Approximately 63% of revenue during the quarter was generated by repeat customers and more than 449,500 new customers were acquired.

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In July 1999, the company announced an agreement with United Air Lines to form BuyTravel.com which sells travel services and products on the Internet. In September 1999, the company announced a partnership with Softbank America and News Corp. to expand its business into the U.K, Australia, New Zealand, and India. A similar partnership was announced with Softbank America and Vivendi to expand into continental Europe. The company will control a 51% interest in each of the international ventures. In June 2000, BUY.COM announced a partnership with the movie content site and video/DVD retailer Reel.com to takeover all aspects of that company’s online storefront and back-end fulfillment. The partnership also provides for BUY.COM to license Reel.com content for its own site.

CarsDirect.com Inc.
10567 Jefferson Blvd. Culver City, CA 90232, U.S.A. Tel. 310-280-4000
Unique Visitors (March 2000): Reach: Rank: 1,301,000 1.9% 491

ORGANIZATION Business Sector: Automobiles Founded: October 1998 Employees: 702 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Culver City, CA headquarters • New York, NY Potamkin headquarters • London, ON, Canada AutoData headquarters • Troy, MI AutoData corporate offices • Clifton, NJ storage facility • Westbury, NY dealer showroom • Brooklyn, NY dealer showroom • Sales offices in New York, Los Angeles, Chicago, San Francisco, Seattle, Miami, Atlanta, Denver, and Washington, DC Telecenter: In-house call center Ownership: Private (IPO pending) Trading Symbol: CRSD (NASDAQ) Major Shareholders: • idealab! (50.1%) • Foundation Capital Management (7.7%) • Primedia Ventures • MSD Capital • Goldman Sachs • Morgan Stanley Dean Witter • Oracle Corp. • Liberty Digital • East Peak Partners • Soros Private Equity Partners Financing: $488.08 million in four rounds Profitable: No ($72.33 million loss for FY ’99) WEBSITE OVERVIEW Website: www.carsdirect.com Site Launch: December 1998 Site Version: 2.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 2,600 (approx.) models of cars and trucks from 38 manufacturers Languages: English Accepts Advertising: No

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CarsDirect.com Home Page

Site Features: General help, contextual help, online realtime customer service Back-end Integration: Access to customer account information and order processing are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, consumer periodical advertising, direct mail Partnerships: • American Airlines (www.aabuy2fly.com) • BizBuyer.com, Inc. (www.bizbuyer.com) • Cendant Corp. (www.move.com) • Cendant Corp. (www.rent.net) • completehome.com (www. completehome.com) • Classified Ventures (www.cars.com) • Cox Interactive Media (www.cimedia.com) • EarthLink Network, Inc. (www.earthlink.net) • Edmunds.com, Inc. (www.edmunds.com) • InfoSpace, Inc. (www.infospace.com) • MarketWatch.com Inc. (www.marketwatch.com) • SINA.com (www.sina.com) • United Airlines (www.odometermiles.com) • Inktomi Corp. (Inktomi Shopping Engine) • Pentagon Federal Credit Union Affiliates Program: CarsDirect.com Affiliate Program Number of Affiliates: 11,000 Commission Rate: $40.00 per qualified lead MANAGEMENT Robert Brisco, Chief Executive Officer. Previously served as president of Universal Studios Hollywood Theme Park and as senior vice president of advertising, marketing and new business development for The Los Angeles Times newspaper company. B.A. in Economics and Journalism from the University of Southern California and M.B.A. from the University of California at Los Angeles. Christine Bucklin, Chief Operating Officer. Previously served as Entrepreneur in Residence at Internet incubator

idealab! and as a principal at McKinsey & Company. B.A. in Mathematics from Dartmouth College and M.B.A. from the Stanford Graduate School of Business. Frederick Silny, Chief Financial Officer. Previously served as CFO of IHOP Corp. and in various positions at Carnation Company, including assistant general manager and division manager of its Dairies Division. B.Sc. in Psychology from McGill University, M.A. in Statistics and Psychology from the University of California at Berkeley, and M.B.A. from the University of Chicago. Gerald Popek, Chief Technical Officer. Previously served as CTO at PLATINUM Technology and at Computer Associates International. B.S. in Nuclear Engineering from New York University, and S.M. and Ph.D in Applied Mathematics from Harvard University. Greg Perrier, Senior Vice President - Data Products and Chief Executive Officer of Autodata. Previously served as president of Autodata prior to its acquisition by CarsDirect.com. H.B.A. from the Richard Ivey School of Business. Larry Tchamkertenian, Executive Vice President of Sales and Operations. Previously served as vice president of operations at Quarterdeck Corp. and as director of operations at Knowledge Adventure. B.S. in Business Administration from California State University, Northridge. Mark Miller, Vice President of Dealer and Industry Relations. Previously served as vice president and chief operating officer of Miller Automotive Group. B.S. in Business from the University of Colorado at Boulder. Ari Wasserman, Vice President of Business Development. Previously served as an associate at Sullivan & Cromwell, a law firm. B.A. in International Relations from the University of Pennsylvania and J.D. from Harvard Law School. Neil Kaplan, Vice President of Strategy and Business Planning. Previously served as vice president of market planning and development for Universal Studios Hollywood and as director of sales, marketing and strategic planning for The Los Angeles Times. B.S. in Economics from the Wharton School at the University of Pennsylvania and M.M. from Kellogg Graduate School of Management at Northwestern University. INTERNET INFRASTRUCTURE Design Consultants: Full Moon Interactive, Fish Interactive Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Level3 Communications, LandMark Communications Mirror Locations: One; site is co-located on opposite coasts of U.S. Hardware Platform: Intel Pentium III Operating System: Microsoft Windows NT 4 and UNIX Web Server Software: Microsoft IIS 4.0

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Commerce Platform: Proprietary Java and C++ applications Database Platform: Microsoft SQL Server 7.0, Oracle 8i Personalization: Not used Affiliate Management: LinkShare Payment Processing: Not used Other Applications: Path online customer service software, WebTrends traffic analysis software, Chrome.com auto configuration engine OPERATING BENCHMARKS Total Revenue 2000 (Q1) ...............................$98.56mn 1999........................................$15.18mn Total Transaction Value 2000 (Q1) .............................$165.32mn 1999......................................$142.71mn Sales & Marketing Expenditures 2000 (Q1) ...............................$33.43mn 1999........................................$14.57mn Development Expenditures 2000 (Q1) .................................$2.14mn 1999..........................................$2.23mn Total Customers 2000 (Q1) ....................................12,885 1999...............................................6,630 1998......................................................8 COMMENTS CarsDirect.com operates an online vehicle shopping service that enables customers to compare more than 2,600 different makes, models and styles; custom configure each with various options; order the vehicle of their choice; apply for lease or purchase financing; and take delivery of the selected vehicle at a local dealer or in selected markets, at their home or workplace. The company’s online storefront was launched in December 1998 and the number of vehicles sold has grown from eight during 1998 to 3,789 in the fourth quarter of 1999 and 6,255 in the first quarter of 2000. California accounted for 36% of the vehicles sold during 1999 and 39% in the first quarter of 2000. The company currently works with more than 2,500 dealers in 40 states -- plus an additional 200 dealers through its subsidiary, Potamkin -- to source customers’ vehicles. The CD1Financial subsidiary currently offers loan financing in 19 states plus the District of Columbia and lease financing in 40 states and the District of Columbia. In addition to the transaction revenues from vehicle sales, CarsDirect.com also generates revenue by licensing vehicle configuration data to automotive manufacturers,

from the sale of extended warranty contracts on the vehicles it sells, and from arranging vehicle financing. In May 1999, the company established CD1Financial.com in partnership with Bank One Corp. (NYSE: ONE) to offer its own financing and leasing products. The company purchased Bank One's 49% interest in December 1999 for $2 million and terminated the underlying partnership, paying Bank One an additional $30.9 million in cash plus approximately 2.1 million shares of CarsDirect.com Class A common stock. In July 1999, the company acquired Autodata, a developer of decision support tools and content for the automotive industry, for $6.8 million in cash and 600,000 shares of CarsDirect.com Class A common stock. In October 1999, acquired certain assets from Potamkin Auto Center for an estimated $14.1 million in CarsDirect.com Class A common stock (1.65 million shares). The acquisition provided the company with relationships with approximately 200 automotive dealers in the Northeastern U.S. In November 1999, the company filed a provisional patent application covering its methods and technology for processing automobile purchases using an electronic medium. In March 2000, the company announced an agreement with Autoweb.com to launch a co-branded direct buying service on the Autoweb.com site as well as place links between the two companies’ sites and to license data content and tools to Autoweb.com. The companies also agreed to work together as infrastructure partners on future product development. Both companies will receive referral fees from each other based on leads resulting from the co-branded site and from the links. In a related transaction, CarsDirect.com agreed to issue 576,701 Series D preferred shares to Autoweb.com and the company purchased 750,000 shares of Autoweb.com common stock at $10.62 per share.

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CDnow, Inc.
1005 Virginia Drive Fort Washington, PA 19034, U.S.A. Tel. 215-619-9900 Fax 215-619-9525
Unique Visitors (March 2000): Reach: Rank: 6,654,000 9.9% 52

CDnow Home Page

ORGANIZATION Business Sector: Music/videos Founded: January 1994 Employees: 502 full-time Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Fort Washington, PA headquarters • New York, NY corporate and sales office • San Francisco, CA sales office • Los Angeles, CA allstar news office • London, U.K. corporate and sales office • Yokohama, Japan CDnow Japan office Telecenter: One in-house call center with 140 representatives Ownership: Public Trading Symbol: CDNW (NASDAQ) Major Shareholders: • Jason Olim (9%) • Matthew Olim (9%) • Grupo Sanborns/Grupo Carso (6%) • Time Warner (7%) • Sony Music Entertainment (7%) Financing: $260.3 million, including $20 million convertible debt issue Profitable: No ($119.229 million loss for FY ’99) WEBSITE OVERVIEW Website: www.cdnow.com Site Launch: August 1994 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 500,000 (approx.) product SKUs for music CDs, tapes, records, movie videos and DVDs, and related products; more than 650,000 sound samples Languages: English, Dutch, French, German, Italian, Japanese, Spanish, and Portuguese Accepts Advertising: Yes Site Features: General help, one-click ordering/quick buy, foreign language product information and order pages Back-end Integration: Access to customer account

information, order history (last order only), inventory availability, order processing, and order status are integrated into website. MARKETING Media: Television advertising; also television advertising, radio advertising, and consumer periodical advertising in joint promotions with marketing partners Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • CBS Cable (www.country.com) • Excite@Home (www.excite.com) • FirstUSA (www.firstusa.com) • giftpoint.com (www.giftpoint.com) • MTV Networks (on-air promotion on MTV and VH1)

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The eCommerce Almanac • • • • • •

Netcentives Inc. (www.clickrewards.com) Rolling Stone Publishing (www.rollingstone.com) Rolling Stone Network (www.rollingstone.com) ShopperConnection (www.shopperconnection.com) ThirdAge Media (www.thirdage.com) Time Inc. (promotion across various online and offline Time properties) • USA Today Online (www.usatoday.com) • Wingspan Bank.com (www.wingspan.com) Affiliates Program: Cosmic Credit Program No. of Affiliates: 260,000 Commission Rate: 7-15% based on monthly sales volume MANAGEMENT Jason Olim, President and Chief Executive Officer. Previously employed in the Professional Services group of Soft-Switch, Inc. BA in Computer Science from Brown University. Michael Krupit, Chief Operating Officer. Previously served as director of technology and product development at Infonautics, Inc. and development manager at Verity, Inc. Matthew Olim, Technical Lead. Responsible for development of the Company's system architecture and transactions systems. BA in Astrophysics from Columbia University. Steven Bobowski, Senior Vice President of Marketing Howard Blumenthal, Senior Vice President of Media Joel Sussman, Vice President and Chief Financial Officer Robert Saltzman, Vice President of Corporate Sales and Development Steve Dong, Vice President of Operations Chris Maccaro, Senior Director of Media Sales Lisa Donovan, Director of Sales Strategy and Operations John Lyons, Director of Media Sponsorships INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: SAVVIS Communications Internet Connectivity: One OC-48 connection Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Apache, Netscape Commerce Server Commerce Platform: Proprietary applications Web Servers: 30 (approx.) total Sun Enterprise 4000 servers Database Platform: Oracle 8 Database Servers: See “Web Servers” above Personalization: Net Perceptions GroupLens Recommendation Engine Affiliate Management: Proprietary applications, ePod Showcase 38

Payment Processing: Proprietary applications Other Applications: Bluestone Software Total-e-Business, Brio Technology data analysis software, RedCart Universal Shopping Cart, Kana Solution customer support OPERATING BENCHMARKS Total Revenue 1999......................................$147.19mn 1998 .....................................$ 56.40mn 1997......................................$ 17.37mn 1996......................................$ 6.30mn International Sales 1999................................................ 19% 1998................................................ 21% 1997................................................ 29% 1996................................................ 40% Sales to Repeat Customers 1999................................................ 63% 1998................................................ 56% 1997................................................ 50% 1996...................................................n/a Marketing Expenditures 1999........................................$89.73mn 1998........................................$44.57mn 1997........................................$ 9.61mn 1996........................................$ 0.77mn Operating and Development Expenditures 1999........................................$23.42mn 1998........................................$ 8.00mn 1997........................................$ 2.54mn 1996........................................$ 0.67mn Total Customers (end of period) 1999............................................3.26mn 1998............................................1.60mn 1997...........................................296,000 1996.............................................88,000 COMMENTS CDnow is one of the web’s original music retailers, launching its online storefront in August 1994. The company’s site catalogs more than 500,000 product SKUs; content includes more than 650,000 sound samples and 125,000 product notes, reviews, and articles from Rolling Stone, MTV/VH1, and the company’s own editorial staff. The company reported $43.58 million in gross revenue -- including $3 million in advertising sales -- and a loss of $37.81 million for the first quarter ending March 31, 2000. During the quarter, 66% of revenue was generated by repeat customers. Approximately 440,000 new customers were acquired in the first quarter, bringing the company’s customer list up to 3.7 million individuals.

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In October 1998, the company merged with competitor N2K Inc. The merger was completed in March 1999 and consolidated N2K’s online music store, MusicBlvd.com, as well as a variety of music-related content into the CDnow site. In July 1999, the company announced an agreement with Sony Corp. and Time Warner to combine its operations with the Columbia House music and video club; Columbia House is owned equally by Sony and Time Warner. The merger was called off in March 2000 and Sony and Time Warner purchased $21 million of CDnow common stock (2.4 million shares) -- as required by the merger agreement -- and replaced a $30 million short-term loan commitment to CDnow with $30 million in long-term convertible debt. In the wake of the failed merger with Columbia House, the company engaged investment bankers Allen & Company to locate an alternative merger partner or strategic investor. In December 1999, the company launched a digital delivery service that enables customers to purchase music online and download the secure, digital versions immediately from the CDnow site or have them copied onto custom compiled CDs. The digital delivery service was initially created in partnership with amplified.com, which provided content along with secure encoding, hosting, and royalty payment services. The service currently offers more than 50,000 downloadable music tracks through partnerships with Liquid Audio, CDuctive.com, and amplified.com.. In May 2000, the company launched CDNOW Radio which webcasts streaming music performed by a variety of bands. The company also launched in May, “The CDNOW Interview,” broadband audio and video interviews of musical artists.

CDW Computer Centers, Inc.
200 N. Milwaukee Avenue Vernon Hills, IL 60061, U.S.A. Tel. 847-465-6000 Fax 847-465-6800
Unique Visitors (March 2000): Reach: Rank: 447,000 0.7% 1,643

ORGANIZATION Business Sector: Computer hardware/software Founded: 1984 Employees: 1,937 total (15 web staff) Offline Activity Storefronts: Two Catalogs Mailed: n/a Facilities: • Vernon Hills, IL headquarters and distribution facility • Buffalo Grove, IL customer sales/service facility • Chicago, IL customer sales/service facility Telecenter: Two in-house call centers with 800+ sales account managers Ownership: Public Trading Symbol: CDWC (NASDAQ) Major Shareholders: • Michael Krasny, CEO Shareholder Equity: $390.98 million Profitable: Yes ($98.084 million profit for FY ’99) WEBSITE OVERVIEW Website: www.cdw.com, www.cdwatwork.com Site Launch: April 1996 (commerce-enabled version) Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 50,000 products (approx.) Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order history, inventory availability, order processing, and order status are integrated into website. MARKETING Media: Television advertising, business periodical advertising, direct mail Partnerships: • Excite@Home (www.excite.com) Affiliates Program: None

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CDW Computer Centers Home Page

OPERATING BENCHMARKS Total Revenue 1999.........................................$2.561bn 1998.........................................$1.733bn 1997.........................................$1.277bn Online Sales 1999........................................$163.4mn 1998..........................................$60.5mn 1997...................................................n/a Marketing Expenditures 1999........................................$66.59mn 1998........................................$51.99mn 1997........................................$44.70mn Active Customers (end of period)1 2 1999...........................................588,000 1998...........................................634,000 1997...........................................575,000
1. 2. Encompasses sales from all channels Customers completing one or more purchases in last 12 months

MANAGEMENT Daniel B. Kass, Executive Vice President of Sales Jim Shanks, Chief Information Officer Joe Kremer, Vice President of Marketing Dan Callen, Vice President of Business Development INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: AT&T Internet Connectivity: One DS-3 line Mirror Locations: One Hardware Platform: Compaq Computer Operating System: Windows NT 4 and Windows 2000 Web Server Software: Microsoft IIS 4.0 and 5.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Three 500MHz quad-processor Compaq ProLiant 6400R servers Database Platform: Microsoft SQL Server 7.0, linked to back-end IBM AS/400 legacy system Database Servers: Four 400MHz quad-processor Compaq ProLiant 5500R servers and one 8-way 550MHz Compaq ProLiant 8000 server Personalization: Microsoft Site Server Commerce Edition Affiliate Management: Not used Payment Processing: Proprietary applications Other Applications: Personify Essentials, RedCart Universal Shopping Cart, ServiceWare Knowledge-Pak suite and Knowledge Kiosk, Microsoft Passport

COMMENTS CDW is a leading direct marketer of computer hardware and software. During 1999, business-to-business transactions accounted for approximately 93% of the company’s gross sales, up from 80% the previous year; out of 588,000 customers serviced during 1999, 285,000 were commercial customers. Approximately 6.4% of the $2.5 billion in gross sales were processed through the CDW website and the CDW@Work extranet. During In the first quarter of 2000, online sales increased to $72.4 million, up 155 percent over the comparable quarter in 1999 and up 35 percent from the previous quarter. The company redesigned its website during 1999 to focus on better serving its core customers, small and medium-sized businesses, and launched an extranet service dubbed CDW@work for its most active customers. The CDW@work sites are integrated directly into the company’s ERP system, enabling customers to track order status, manage current assets, order configured systems, and obtain purchase history. Approximately $10 million in sales were generated through the CDW@work sites during 1999 and more than 26,000 of the customized sites were in use at the end of March 2000. The CDW@work sites also provide each customer with up-to-the-minute availability information on the CDW account team assigned to service their account; the real-time link to CDW’s back-end systems enables reporting on when account team members swipe their company ID cards to clock in or out, indicating whether they’re available to receive customer service calls.

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CompUSA Inc.
14951 North Dallas Parkway Dallas, TX 75240, U.S.A. Tel. 972-982-4000 Fax 972-982-4276
Unique Visitors (March 2000): Reach: Rank: 697,000 1.0% 1,040

CompUSA Home Page

ORGANIZATION Business Sector: Computer hardware/software Founded: 1984 Employees: 19,700 total Offline Activity Storefronts: 218 Catalogs Mailed: None Facilities: • Dallas, TX headquarters • Marlborough, MA website distribution facility • Dallas, TX distribution facility plus five others nationwide Telecenter: Three shared in-house call centers with 1,500 (approx.) customer service and technical support representatives Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of Grupo Sanborns SA de CV Shareholder Equity: $335.5 million (12/31/99) Profitable: No ($45.75 million loss for FY ’99) WEBSITE OVERVIEW Website: www.compusa.com, www.compusapc.com, www.compusaauctions.com, www.compusastores.com Site Launch: December 1996 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing and auction/negotiated pricing Site Size: 180,000 (approx.) product SKUs, including 130,000 (approx.) software titles Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order history, product availability, order processing, and order status is integrated into website MARKETING Media: Television and radio advertising, newspaper advertising, business periodical advertising Partnerships: None Affiliates Program: None

MANAGEMENT Ronald J. Gilmore, Executive Vice President, Marketing Paul Poyfair, Executive Vice President, New Business Development Ed Jurica, Vice President of Information Systems John Woodson, Vice President, E-commerce Michael Laskoff, Vice President of Marketing INTERNET INFRASTRUCTURE Design Consultants: CGN Marketing & Creative Services, IBM Global Services Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Co-located server(s) Access Provider: IBM Global Services Hardware Platform: Compaq Computer Operating System: Solaris, Windows NT4 Web Server Software: Netscape Enterprise Server 3.6, Microsoft IIS 4.0 Commerce Platform: BroadVision, proprietary applications Web Servers: Multiple ProLiant 5000 servers Database Platform: Microsoft SQL Server Database Servers: Multiple ProLiant 5000 servers; links to back-end SAP Retail ERP system Personalization: BroadVision Affiliate Management: Not used

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Payment Processing: Back-end POS payment processing application Other Applications: Fairmarket AuctionPlace software, pcOrder ContentSource 2.0, webMethods B2B, E.piphany E.4 OPERATING BENCHMARKS Total Revenue1 2 1999...........................................$6.32bn 1998...........................................$5.29bn 1997...........................................$4.61bn
1. Fiscal year ending June 30 2. Based on revenue from all sources because company does not break out data for web activity.

The company has signed-on to the RosettaNet ebusiness initiative and has implemented the business process standards with three of its major trading partners, Ingram Micro, 3com, and Compaq Computer.

COMMENTS CompUSA is one of the largest bricks-and-mortar computer retailers in the U.S. with more than 200 storefronts nationwide. Mexican-retailer Grupo Sanborns acquired a 14.8% stake in the company during 1999. In January 2000, Grupo Sanborns announced an agreement with CompUSA to tender the remaining outstanding common shares at $10.10 each and acquired the company for approximately $800 million in cash. The company’s Internet operations reported $13.5 million in revenue for the first-half of FY 2000 ending December 25, 1999, with a loss of $27.86 million; total company-wide sales for the same period were $2.731 billion with a loss of $14.946 million. The company launched its first Internet storefront in December 1996 and the online operations were spun into the CompUSA Net.com subsidiary in March 1999. In a bid to reverse mounting online losses, the website was relaunched in October 1999 under a new brand -- and domain name -- Cozone.com. Cozone.com was shut down in March 2000 and the company returned its Internet storefront to the compusa.com site. The CompUSA Internet storefront today seamlessly integrates online selling with the company’s bricks-andmortar presence. Customers can search for a particular product and from every product page either place their order online or determine if the product is currently instock at one or more nearby CompUSA retail stores. Instore and online pricing also now largely coordinated and items purchased online can be returned to any CompUSA retail storefront. In June 1999, the company launched an online auction site, CompUSAauctions.com. The auction site enables customers to bid on new products returned by companies to CompUSA’s commercial sales division as well as manufacturer closeouts, discontinued merchandise, and refurbished products. In August 1999, the compUSAPC.com site was launched, enabling customers to custom configure CompUSA-brand PCs online and then have it delivered. 42

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The eCommerce Almanac

Crutchfield New Media LLC
Crutchfield Corp. 1 Crutchfield Park Charlottesville, VA 22911, U.S.A. Tel. 804-817-1000 Fax 804-817-1010
Unique Visitors (March 2000): Reach: Rank: 440,000 0.7% 1,440

Crutchfield Home Page

ORGANIZATION Business Sector: Consumer electronics Founded: 1974 Employees: 550 (Web staff: 12) Offline Activity Storefronts: Two Catalogs Mailed: 30 million Facilities: Charlottesville, VA headquarters and fulfillment center Telecenter: In-house facility in Norton, VA with 300 representatives Ownership: Private Trading Symbol: None Major Shareholders: Subsidiary of Crutchfield Corp. Shareholder Equity: Not reported Profitable: Yes WEBSITE OVERVIEW Website: www.crutchfield.com Site Launch: August 1995 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 4,000 products (approx.) Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy; contextual help, online real-time customer service, threaded discussions, real-time customer-to-customer chat, and customer created content are planned. Back-end Integration: Access to inventory availability, order status, and shipment tracking are integrated into website; access to customer account information, and customer order history are planned MARKETING Media: Radio advertising, newspaper advertising, consumer periodical advertising, direct mail Partnerships: • Autobytel.com (www.autobytel.com) Affiliates Program: None MANAGEMENT David Dierolf, Vice President-Information Technology

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: AT&T Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary application Web Servers: Five Database Platform: Microsoft SQL server Database Servers: One Personalization: Not used Affiliate Management: Not used Payment Processing: Proprietary application Other Applications: Microsoft Passport

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Dell Online
Dell Computer Corp. One Dell Way Round Rock, TX 78682, U.S.A. Tel. 512-338-4400
Unique Visitors (March 2000): Reach: Rank: 2,055,000 3.1% 230

Dell Online Home Page

ORGANIZATION Business Sector: Computer hardware/software Founded: 1984 Employees: 36,500 Offline Activity Storefronts: None Catalogs Mailed: n/a Facilities: • Austin, TX headquarters and distribution facility • Limerick, Ireland manufacturing and distribution facility • Penang, Malaysia manufacturing and distribution facility • Nashville, TN distribution facility • Eldorado do Sur, Brazil manufacturing facility • Xiamen, China manufacturing and sales support facility Ownership: Public Trading Symbol: DELL (NASDAQ) Major Shareholders: n/a Shareholder Equity: $5.308 billion Profitable: Yes ($1.860 billion for FY ‘00) WEBSITE OVERVIEW Website: www.dell.com, www.dellauction.com, www.gigabuys.com Site Launch: July 1996 Site Type: Business-to-business, Business-to-consumer Business Model: Fixed pricing and negotiated/auction pricing Site Size: Seven lines of Dell PCs, notebooks, servers and workstations and 30,000 (approx.) hardware and software products Languages: English and 22 other languages for 84 country-specific sites Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service, threaded discussions, foreign language product information and order pages; One-click ordering/Quick buy and real-time customer-to-customer chat are planned Back-end Integration: Access to customer order history, order status, and shipment tracking are integrated into website.

MARKETING Media: Television advertising, newspaper advertising, consumer and business periodical advertising, and direct mail. Partnerships: • Amazon.com Inc. (www.amazon.com) • Healtheon/WebMD (www.webmd.com) • OneClick.com (www.oneclick.com) • ThirdAge Media Inc. (www.thirdage.com) Affiliates Program: Dell Affiliates Program Number of Affiliates: n/a Commission Rate: approx. 1% MANAGEMENT David Hood, Vice President-Dell Online John Zoglin, Director Online technology INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Sprint, UUNET/MCI Worldcom, Cable & Wireless, and three other ISPs Mirror Locations: None Hardware Platform: Intel Pentium II and Pentium III Operating System: Windows 2000 and Windows NT Web Server Software: Microsoft IIS Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: 300+ Dell dual processor PowerEdge Servers Database Platform: Microsoft SQL Server 7.0 Database Servers: 40+ Dell PowerEdge Servers Personalization: Microsoft Site Server P&M
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Affiliate Management: LinkShare Payment Processing: Proprietary application Other Applications: NetIQ AppManager, FairMarket AuctionPlace, AskJeeves search, Microsoft Passport OPERATING BENCHMARKS Total Revenue1 2000..........................................$25.3mn 1999..........................................$18.2mn 1998..........................................$12.3mn Online Sales (avg. sales per day) 1 Q4 2000.......................................$40mn Q3 2000.......................................$35mn Q2 2000.......................................$30mn Q1 2000.......................................$18mn International Sales1 2 2000.................................................29% 1999.................................................32% 1998.................................................31%
1. Fiscal year ending January 2. Covers sales from all channels; company does not break-out data for online sales channel

drugstore.com, inc.
13920 Southeast Eastgate Way, Suite 300 Bellevue, WA 98005, U.S.A. Tel. 425-372-3200 Fax 425-372-3805
Unique Visitors (March 2000): Reach: Rank: 1,591,000 2.4% 329

COMMENTS Dell Computer is one of the world’s largest personal computer manufacturers and a leading e-commerce company. Almost 50% of the company’s total revenue at the end of the most recent fiscal year were generated through its website at www.dell.com and through its Premier Pages extranet. The site enables customers to order new systems, refurbished systems, and software and accessories. Premier Pages are personalized websites developed by the company for its corporate and institutional customers. The individual websites enable customers to order preapproved product configurations and they provide access to negotiated pricing, purchase history, real-time order tracking, and Dell account team information. More than 40,000 Premier Pages had been created at the end of January 2000. Approximately 70% of the company’s online sales during the 2000 fiscal year were business-tobusiness and were originated on the Premier Pages websites. The site has more than 160,000 content pages, including a virtual help desk -- the Ask Dudley service -with natural language search capability and more than 50,0000 pages of technical support documents. The Ask Dudley service receives more than 100,000 requests per week. In July 1999, the company launched its DellAuction service, enabling customers to buy, sell, and trade any brand of used PC in person-to-person auctions and to bid on returned and refurbished Dell products.

ORGANIZATION Business Sector: Health and beauty products Founded: April 1998 Employees: 408 (2/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Bellevue, WA headquarters • Bridgeport, NJ distribution center Telecenter: In-house call centers in Bellevue, WA, Ft. Worth, TX (at RX America), and Bridgeport, NJ Ownership: Public Trading Symbol: DSCM (NASDAQ) Major Shareholders: • Amazon.com, Inc. (23.8%) • Rite Aid Corp. (17.9%) • Kleiner Perkins Caufield & Byers (13.5%) • General Nutrition Investment Co. (5.7%) • Vulcan Ventures Inc. (4.4%) • Peter Neupert, CEO (3.7%) • Maveron Equity Partners (2.7%) Financing: $230 million in three rounds, IPO and secondary offering Profitable: No ($115.8 million loss for FY ’99) WEBSITE OVERVIEW Website: www.drugstore.com, www.mydrugstore.com, www.yourdrugstore.com Site Launch: February 1999 Site Version: 2.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 17,000 (approx.) SKUs excluding pharmacy items Languages: English Accepts Advertising: No Site features: General help, contextual help, one-click ordering, real-time online customer service, customercreated content, and alternative low-bandwidth text-only pages. Back-end Integration: Access to customer account information, order history, inventory availability, order status, and shipment tracking are integrated into website. 45

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MARKETING Media: Television and radio advertising, newspaper advertising, consumer and business periodical advertising, and direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.netscape.com) • Amazon.com, Inc. (www.amazon.com) • AppCity Corp. (AppCity Shoplayer) • Excite@Home (www.excite.com) • Intelihealth (www.intelihealth.com) • Medscape (www.medscape.com) • OnHealth (www.onhealth.com) • ThirdAge (www.thirdage.com) • wisecity.com (www.wisecity.com) • Women.com (www.women.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: drugstore.com Associates Program No. of Affiliates: n/a Commission Rate: 15% plus $5.00-15.00 for each new customer referral MANAGEMENT Peter M. Neupert, President, Chairman and Chief Executive Officer. Previously served in several positions for Microsoft Corp., including vice president of news and publishing for company's interactive media group. BA from Colorado College and MBA from the Amos Tuck School of Business at Dartmouth College. Kal Raman, Chief Operating Officer and Senior Vice President-Operations. Previously served as vice president-technology and as vice president-technology and operations of drugstore.com, vice president and chief information officer of Nations Rent, senior directorinformation systems of Blockbuster Inc. and directorinternational division of Wal-Mart Stores Inc Sean Nolan, Chief Technology Officer David E. Rostov, Vice President and Chief Financial Officer. Previously served as chief financial officer of Nextel International, Inc. and in various capacities at McCaw Cellular Communications, Inc. BA from Oberlin College and MBA and Master's in Public Policy from the University of Chicago Graduate School of Business. Janice Gaub, Vice President of Marketing Mark Silverman, Vice President - Business Development. Previously served as a lawyer with the Venture Law Group and with Heller, Ehrman, White & McAuliffe. B.A. from the University of California, Berkeley and J.D. from the University of California, Los Angeles. Judith McGarry, Vice President - Strategic Relationships. Previously served as a partner with Stone Communications. B.A. from Middlebury College and M.B.A. from the Amos Tuck School of Business at Dartmouth College.

drugstore.com Home Page

Erik Morris, Director - Consumer Marketing. Previously served as director of communications and vice president of communications for RealNetworks, senior vice president in charge of client service at McCann Erickson Advertising Seattle, and managed advertising for the launch of Windows 95 and Internet Explorer 3.0 at Microsoft. B.A. from Western Washington University. Christopher Hauser, Vice President - Operations. Previously served as senior vice president, information technologies and operations for Multiple Zones International, director of distribution for Fingerhut Companies, Inc., and commanded the largest distribution center in the U.S. Department of Defense. M.S. in Logistics Operations and M.B.A. from the United States Naval Academy. John Williams, Vice President of Merchandising and Store Development INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Compaq Computer Operating System: Microsoft Windows NT4 Webserver Software: Microsoft IIS 4.0

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Commerce Platform: Proprietary application Web Servers: 50+ Compaq ProLiant web and database servers Database Platform: Oracle 8 Database Servers: See “Web Servers” above Personalization: Proprietary application Affiliate Management: Proprietary application Payment Processing: Proprietary application Other Applications: Xchange eCRM, Personify Essentials, RedCart Universal Shopping Cart OPERATING BENCHMARKS Total Revenue 1999..........................................$34.8mn 1998......................................................0 Sales to Repeat Customers 1999 (Q4) ........................................44% 1999 (Q3) ........................................33% 1999...................................................0% Marketing Expenditures 1999..........................................$61.5mn 1998..........................................$ 3.1mn Technology and Content Expenditures 1999..........................................$14.9mn 1998..........................................$ 2.2mn Total Customers 1999 (Q4) ..................................695,000 1999 (Q3) ..................................267,000 1999 (Q2) ..................................168,000 COMMENTS drugstore.com was founded in April 1998 and launched its online storefront in February 1999. An Initial Public Offering (IPO) of the company’s stock was completed in July 1999 with the sale of five million common shares at $18.00 each. An additional $138 million was raised through a secondary offering and a private placement with Amazon.com in March 2000. The company sells health and beauty products and prescription drugs to consumers online. It divides its market into five principal segments: health, beauty, wellness, personal care, and pharmacy. On-site services include an implementation of Amazon.com’s 1-Click order feature, e-mail reminders for prescription refills and other frequently purchased items, a Resource Center which includes detailed “buying guides” and interactive “shopping advisors” to assist in locating products, and email based “Ask Your Pharmacist” and “Beauty Expert” services which provide individualized answers to customer questions within one business day. Prescription customers are also able to securely access their individual medication profiles and prescription histories through the site.

Key strategic partners include mail-order pharmacy RxAmerica, which fulfills the company’s prescription orders in all 50 states, and Walsh Distribution which fulfills a substantial majority of non-pharmaceutical orders. A February 1999 technology license and advertising agreement with Amazon.com, Inc. (NASDAQ: AMZN) enables the company to leverage Amazon.com’s proprietary e-commerce technology and its customer base of 15 million individuals. In June 1999, the company also entered into alliances with Rite Aid Corp. (NYSE: RAD), which enables drugstore.com customers to pick-up their prescriptions at any one of 3,800+ Rite Aid stores, and with General Nutrition Companies, Inc. which designates it as the exclusive online provider of GNC-branded vitamins, nutritional supplements, and related products. In April 2000, direct access to the company’s online storefront was added to the Amazon.com site through a “Health & Beauty” tab placed among the navigation tabs which are displayed at the top of every page in the Amazon.com site. The Beauty.com site was acquired by drugstore.com on February 2, 2000 for $40.4 million in stock. The company reported total revenue of $22.74 million for the first quarter ending April 2, 2000 with a loss of $49.48 million. Repeat customers accounted for 50% of orders during the quarter, up from 44% in the previous quarter. Total customers increased by more than 295,000, ending the quarter at slightly more than 1 million.

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eBay Inc.
2125 Hamilton Avenue San Jose, CA 95125, U.S.A. Tel. 408-558-7400 Fax 408-558-7401
Unique Visitors (March 2000): Reach: Rank: 14,032,000 20.8% 16

eBay Home Page

ORGANIZATION Business Sector: General merchandise Founded: September 1995 Employees: 300+ Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • San Jose, CA headquarters • Corporate offices of international subsidiaries located in Australia, England, Germany, Japan and Switzerland Telecenter: In-house customer support center in Salt Lake City, Utah Ownership: Public Trading Symbol: EBAY (NASDAQ) Major Shareholders: • Pierre Omidyar, Chairman • Meg Whitman, President and CEO • Jeffrey Skoll, Vice President Financing: $823.9 million in one round, IPO and secondary offering Profitable: Yes ($10.828 million profit for FY ’99) WEBSITE OVERVIEW Website: www.ebay.com Site Launch: September 1995 Site Type: Consumer-to-consumer; business-to-business Business Model: Auction pricing Site Size: 4.5+ million items listed in more than 4,000 product categories Languages: English, German, Japanese, Chinese Accepts Advertising: No Site Features: General help, customer created content, threaded discussion groups, customer-to-customer chat, foreign information and order pages Back-end Integration: Access to customer account information and order processing are integrated into website. MARKETING Media: Radio advertising, consumer periodical advertising Partnerships: • America Online (Proprietary dial-up service)

• America Online (ICQ) • America Online (www.aol.com) • America Online (www.digitalcities.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • Autotrader.com (www.autotrader.com) • Buena Vista Internet (www.go.com) • Earthlink Inc. (www.wizshop.com) • Go.com (www.go.com) • OracleMobile (www.oraclemobile.com) Affiliates Program: None MANAGEMENT Pierre Omidyar, Chairman. Co-founded Ink Development Corp. which was subsequently renamed eShop and ultimately purchased by Microsoft Corp. Also served in Developer Relations at General Magic and as a

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developer for Claris, a subsidiary of Apple Computer. B.S. in Computer Science from Tufts University. Meg Whitman, President and Chief Executive Officer. Previously served as general manager of Hasbro Inc.'s Preschool Division, president and CEO of Florists Transworld Delivery (FTD), in various positions for Stride Rite Corp., including president of the Stride Rite Division, executive vice president for the Keds Division and corporate vice president of strategic planning, senior vice president of marketing for the Disney Consumer Products Division of Walt Disney Company, vice president of management consultants Bain & Company. B.A. in Economics from Princeton University and M.B.A. from the Harvard Business School. Gary Bengier, Chief Financial Officer Brian Swette, Chief Operating Officer Maynard Webb, President, eBay Technologies Michael Wilson, Senior Vice President, Engineering Steve Westly, Senior Vice President, International and General Manager of eBay Premium Services Jeffrey Skoll, Vice President-Strategic Planning and Analysis Jeff Jordan, Vice President and General Manager of Regionals and Services INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications, AboveNet Communications Internet Connectivity: Eight DS-3 lines Mirror Locations: None Hardware Platform: Sun Microsystems, Intel Pentium Operating System: Solaris and Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications Web Servers: Multiple Sun Starfire servers Database Platform: Oracle Database Servers: Multiple Sun Starfire servers Personalization: Proprietary application Affiliate Management: Not used Payment Processing: Proprietary application Other Applications: Kana Solution customer support OPERATING BENCHMARKS Total Revenue 1999........................................$224.7mn 1998........................................$ 86.1mn 1997........................................$ 41.4mn 1996........................................$ 32.1mn

Gross Merchandise Sales 1999...........................................$2.81bn 1998...........................................$745mn 1997...........................................$ 95mn 1996...........................................$ 7mn Marketing Expenditures 1999........................................$95.96mn 1998........................................$35.98mn 1997........................................$15.62mn 1996........................................$13.14mn Development Expenditures 1999........................................$23.79mn 1998........................................$ 4.64mn 1997........................................$ 0.83mn 1996........................................$ 0.03mn Registered Users (end of period) 1999..........................................10.01mn 1998............................................2.18mn 1997............................................0.34mn 1996............................................0.04mn COMMENTS eBay was founded in September 1995 by Pierre Omidyar. In June 1997, Benchmark Capital invested $3 million in the company’s first round financing. The company sold 3.5 million shares at $18.00 each in a September 1998 IPO and sold another 13.8 million shares in a December 1999 secondary offering. eBay operates a series of online trading communities for individuals. The company’s service enables sellers to list items for sale, buyers to bid on items of interest, and all eBay users to browse through listed items. The web-based service is fully automated and topically arranged into 14 top-level categories -- such as Computers, Dolls & Doll Houses, Coins & Stamps, and Automotive -- and more than 4,000 sub-categories. The company operates it’s flagship national trading community as well as 53 regional sites for 50 leading metro areas and international sites for Canada, Japan -- in partnership with NEC -- the UK, Germany, and Australia. In March 2000, the company launched an eBay Business Exchange for the small business-to-business market segment. All items sold through eBay are priced through an auction format, creating a “person-to-person” trading environment. The number of items listed for sale has increased from 289,000 in 1996 to more than 129 million items at the end of 1999. The average auction closing price during 1999 was $47.00. Total revenue for the first quarter ending March 31, 2000 was $85.8 million with a profit of $6.3 million. Gross

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merchandise sales for the quarter totaled $1.15 billion from 53.6 million hosted auctions. The company also added more than 2.6 million new registered users during the quarter, bringing the total number to 12.6 million at the end of March. The company acquired auctioneers Butterfield & Butterfield in May 1999 for 1.3 million shares of eBay common stock. The acquisition serves as the core of eBay’s “Offline Segment.” Other recent acquisitions include the May 1999 purchase of Kruse International, an appraiser and auctioneer of classic cars, for 787,312 shares of eBay common stock; and alando, Germany's leading online personal trading community, for 316,000 shares of eBay common stock. The company acquired Billpoint Inc., which offers a turnkey credit card authorization, billing, and payment processing solution for Internet merchants, in May 1999 for 524,132 shares of eBay common stock. A related agreement was inked with Wells Fargo Bank in March 2000 which enables eBay sellers to accept payment by credit card using Wells Fargo’s merchant services. As part of the deal, Wells Fargo agreed to purchase a minority equity interest in Billpoint. Wells Fargo also entered into a long-term payment processing and customer care contract at the same time with Billpoint.

Eddie Bauer, Inc.
15010 N.E. 36th Street Redmond, WA 91521, U.S.A. Tel. 425-882-6100
Unique Visitors (March 2000): Reach: Rank: 600,000 0.9% 1,202

ORGANIZATION Business Sector: Apparel, home products Founded: 1920 Employees: 7,400 (approx.) total staff Offline Activity Storefronts: 532 in U.S. and Canada Catalogs Mailed: 97 million Facilities: • Redmond, WA headquarters • Groveport, OH distribution center • Columbus, OH distribution center • Toronto, ONT, Canada distribution center Telecenter: Four in-house call centers; one call center with 600 (approx.) representatives dedicated to website Ownership: Private Trading Symbol: None Major Shareholders: • Spiegel Inc. (100%) Shareholder Equity: $725 million (Spiegel Inc.) Profitable: Yes WEBSITE OVERVIEW Website:www.eddiebauer.com Site Launch: August 1996 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 1,200+ products plus ability to order any hardcopy catalog item by product number Languages: English, Japanese Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service, foreign language product information and order pages (Japanese site only) Back-end Integration: Access to inventory availability, order processing, and payment processing are integrated into website; web access to customer account information, order history, order status, and shipment tracking are planned. MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising, direct mail

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Eddie Bauer Home Page

Access Provider: UUNET/MCI Worldcom, ANS Communications Mirror Locations: One Hardware Platform: Intel Pentium Pro Operating System: Microsoft Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition 3.0 Database Platform: Microsoft SQL Server 6.5/7.0 Personalization: Microsoft Site Server Commerce Edition 3.0, proprietary applications Affiliate Management: Dynamic Trade ConnectCommerce, proprietary application Payment Processing: Proprietary back-end legacy application Other Applications: iDREAM Software Jio, Cisco Local Director, ServiceSoft Technologies online customer service software, CyberCash InstaBuy; Tools: Macromedia DreamWeaver and Fireworks, Photoshop, Quark Express, Microsoft Visual Interdev and Source Save, and custom tools for maintenance & content management OPERATING BENCHMARKS Total Revenue1 2 2000...........................................$1.79bn 1999...........................................$1.71bn 1998...........................................$1.75bn 1997...........................................$1.57bn Active Customers (end of period)1 2 2000..............................................3.4mn 1999..............................................3.4mn 1998..............................................3.4mn 1997..............................................3.2mn
1. 2. Fiscal year ending January 2 Based on sales from all sources because company does not breakout data for web activity

Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • GiftCertificates.com (www.giftcertificates.com) • Microsoft Corp. (www.msn.com) • Microsoft Corp. (www.sidewalk.com) • MyPoints.com Inc. (www.mypoints.com) • Yahoo! Inc. (www.yahoo.com) • National Geographic Ventures (multi-media partnership) • Cahoots Inc. (www.cahoots.com) Affiliates Program: Dynamic Trade Partner Program Number of Affiliates: n/a Commission Rate: Variable MANAGEMENT Mark Staudinger, Divisional Vice President-Interactive Media Sally McKenzie, Director-Interactive Media Merchandising and Operations Luke Friang, Director-Interactive Media Development Jodi Watson, Senior Manager of Interactive Media Marketing INTERNET INFRASTRUCTURE Design Consultants: Fry Multimedia Inc. Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Co-located server(s)

COMMENTS Eddie Bauer is a leading specialty retailer of branded and private label apparel, accessories and home furnishings. The company markets its products through more than 500 stores in the U.S. and Canada, direct mail catalogs, and websites for its individual and business customers. Approximately 74% of the company’s total sales are generated through its retail and outlet stores; the balance is generated through its websites and direct mail catalogs. Goldman Sachs estimates that the company generated approximately $20-$25 million from its online storefront during 1999. Apparel accounts for approximately 86% of the company’s total sales. The company’s marketing strategy is based on leveraging its multiple distribution channels through crosspromotion such as referring retail customers to catalog stations within stores for additional merchandise and size 51

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options; utilizing its catalog customer database to identify potential store locations; and using catalog space and register receipts to advertise its e-commerce site.

Egghead.com, Inc.
1350 Willow Road Menlo Park, CA 94025, U.S.A. Tel. 650-470-2400 Fax 650-324-3190
Unique Visitors (March 2000): Reach: Rank: 2,307,000 3.4% 233

ORGANIZATION Business Sector: Computer hardware & software, Consumer electronics, General merchandise Founded: 1984 Employees: 630 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Menlo Park, CA headquarters • Vancouver, WA corporate offices • Vancouver, WA distribution facility Telecenter: In-house call center Ownership: Public Trading Symbol: EGGS (NASDAQ) Shareholder Equity: $68.9 million Profitable: No ($154.929 million loss for FY ’99) Profitability anticipated 2002 WEBSITE OVERVIEW Website: www.egghead.com, www.onsale.com, www.surplusdirect.com, www.surplusauction.com Site Launch: February 1996; Surplus Direct - May 1997; Onsale - May 1995 Site Type: Business-to-business; Business-to-consumer Business Model: Fixed pricing (superstores) and Auction/Negotiated pricing Site Size: 40,000+ products (approx.) Languages: English Accepts Advertising: No Site Features: General help, one-click/quick buy (ONSALE Auctions & Deals) Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, order status, and shipment tracking integrated into website. MARKETING Media: Radio and television advertising, business periodical advertising Partnerships: • America Online Inc. (proprietary online service) • America Online Inc. (www.aol.com) • America Online Inc. (www.compuserve.com)

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The eCommerce Almanac • • • • • • • • • • • • • • •

America Online Inc. (www.netscape.com) All Business (www.allbusiness.com) CNET Inc.(www.cnet.com) Excite@Home (www.excite.com) Deja News, Inc. (www.deja.com) Everypath Inc. (www.everypath.com) Lycos Inc. (www.lycos.com) Microsoft Inc. (www.msn.com) MySimon (www.mysimon.com) Quicken.com (www.quicken.com) USA.net (www.usanet.net) Wired Digital, Inc. (www.hotbot.com) Yahoo!, Inc. (www.yahoo.com) Yahoo!, Inc. (netscape.yahoo.com) Ziff-Davis ComputerShopper (www.ComputerShopper.com) • Ziff-Davis (www.zdnet.com) • Inktomi Corp. (Inktomi Shopping Engine) Affiliates Program: None MANAGEMENT S. Jerrold Kaplan, Chief Executive Officer. Previously served as chairman and CEO of GO Corp., a developer of pen-based computers. B.A. in History and Philosophy of Science from the University of Chicago and M.S.E. and Ph.D. in Computer and Information Science from the University of Pennsylvania. Jeffrey F. Sheahan, President and Chief Operating Officer. Previously served as COO of Onsale, Inc and President of Microwarehouse Europe. B.S. in Political Science and Economics from University of Massachusetts. John E. Labett, Senior Vice President and Chief Financial Officer. Previously served as executive vice president and CFO of House of Fabrics Inc.; vice president and CFO of The Pet Food Giant Inc. start-up; and executive vice president and CFO of Herman’s Sporting Goods. B.A. in Accounting from the Chartered Accountants Institute in England. Norman F. Hullinger, Senior Vice President of Sales and Operations. Previously served as vice president of retail operations, distribution and real estate for Aaron Brothers Art Marts, Inc. B.S. in Business Administration from the University of Florida. Merle W. McIntosh, Senior Vice President of Merchandise Acquisition. Previously served as vice president of purchasing for Micro Warehouse, Inc.; director of product management for Entex Information Services, Inc.; senior purchasing manager for Wang Laboratories; and production controller for Sensormatic Electronics Corporation. Bari M. Abdul, Senior Vice President of Marketing. Previously served as division marketing director at PepsiCo, Inc. B.S. in engineering from the University of California at Berkeley and MBA from The Wharton School of Business, University of Pennsylvania.

Egghead.com Home Page

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Epoch Internet, Exodus Communications Internet Connectivity: Two DS-3 lines Mirror Locations: None Hardware Platform: Dell Computer, white-box Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Web Servers: 30 Database Platform: Oracle Database Servers: 11 Personalization: Proprietary application, Net Perceptions Group Lens Recommendation Engine Affiliate Management: Not used Payment Processing: First Data Corp. Other Applications: Oracle Application Server, Oracle interMedia, Mercury Interactive WinRunner and LoadRunner, Marimba Castanet, Microsoft Passport OPERATING BENCHMARKS Total Revenue 1999........................................$514.8mn 1998 .......................................$356.5mn 1997........................................$382.1mn 1996........................................$374.9mn

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Sales to Repeat Customers 1999.................................................71% 1998.................................................74% 1997.................................................69% 1996.................................................51% Marketing Expenditures 1999........................................$101.8mn 1998.........................................$ 62.3mn 1997.........................................$ 64.9mn 1996.........................................$ 66.4mn Engineering Expenditures 1999..........................................$15.5mn 1998..........................................$11.8mn 1997..........................................$ 7.7mn 1996..........................................$ 9.5mn Registered Bidders (end of period)1 1999........................................2,923,000 1998........................................1,506,000 1997...........................................669,000 1996...........................................169,000
1. Egghead.com and ONSALE combined

800.com Inc.
1516 N.W. Thurman Portland, OR 97209, U.S.A. Tel. 503-944-3600 Fax 503-944-3690
Unique Visitors (March 2000): Reach: Rank: 887,000 1.3% 664

COMMENTS Egghead.com is an online retailer of computer hardware and software, consumer electronics, travel services, and sports and fitness products. The company originally operated through a chain of more than 150 bricks-andmortar stores across the U.S. In January 1998, plans were announced to close the remaining 80 storefronts and immediately redirect the company’s entire focus towards selling online. In March 1999, the company raised $72.9 million in new equity capital from a secondary common stock offering to finance its restructuring. In April 2000, the company sold three million shares of its common stock to Acqua Wellington to raise an additional $23 million in capital. In July 1999, the company merged with online auctioneer ONSALE. Since that time, Egghead.com’s principal online storefront at www.egghead.com, its auction site (SurplusAuction) and its product liquidation site (SurplusAuction) have been merged with the ONSALE website into a single online storefront at www.egghead.com. In April 2000, the company announced plans to add office products to its storefront through a partnership with United Stationers’ e-NITED Business Solutions division. Total revenue for the first quarter ending March 31, 2000 was $147.8 million with a loss of $25.1 million. During the quarter, 66% of orders originated from repeat buyers. At the end of the quarter, the company reported that the number of registered bidders and customers exceeded 3.25 million. 54

ORGANIZATION Business Sector: Consumer Electronics; Books/CDs/Videos Founded: December 1997 Employees: 125 (12/99) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Portland, OR headquarters, Portland, OR fulfillment center Telecenter: In-house call center with 31 representatives Ownership: Private (IPO pending) Trading Symbol: EHDC (NASDAQ) Major Shareholders: • Olympic Venture Partners (17%) • Berkman Capital (12%) • APV Technology Partners (10%) • Vulcan Ventures (9.9%) • Trinity Ventures (9.3%) • Leverick Ltd. (6.2%) • Amerindo Investment Advisors Financing: $83.3 million in four rounds Profitable: No ($42.809 million loss for 12 months ending 12/31/99) WEBSITE OVERVIEW Website: www.800.com Site Launch: October 1998 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 1,600 (approx.) consumer electronics SKUs and 230,000 (approx.) games, movies, and music titles Languages: English Accepts Advertising: No Site Features: General help, online real-time customer service, threaded discussions, and customer created content Back-end Integration: Access to customer account information, inventory availability, order status, order processing, payment processing, order status, and shipment tracking are integrated into website.

copyright  2000 by The Intermarket Group

The eCommerce Almanac

MARKETING Media: Radio and television advertising, and newspaper advertising Partnerships: • America Online Inc. (proprietary dial-up service) • America Online Inc. (www.aol.com) • America Online Inc. (www.netscape.com) • America Online Inc. (www.compuserve.com) • Della.com (www.della.com) • Earthlink Inc. (www.wizshop.com) • Excite@Home (www.excite.com) • Microsoft Corp. (www.msn.com) • Real Networks, Inc. (www.real.com) • ShopNow Network (www.shopnow.com) • wisecity.com (www.wisecity.com) • ZDnet (www.zdnet.com) Affiliate Program: 800.com Partners Program No. of Affiliates: 22,000 Commission Rate: 5% of sales for electronic products and 8% for games, movies, and music MANAGEMENT Gregory Drew, Chief Executive Officer and President. Previously served as Portland site manager for QUALCOMM, vice president, worldwide sales and vice president and general manager of the End User Products Group of Now Software, vice president, worldwide sales of Clientele Software, Inc., and vice president, worldwide sales of Tut Systems, Inc. Robert Falcone, Senior Vice President and Chief Financial Officer. Previously served as vice president and CFO of NIKE Inc. Frank Sadowski, Senior Vice President, Merchandising. Previously served as merchandise manager for the audio division of Sun Television and Appliances, Inc., a regional consumer electronics and appliance retailer. Timothy Zuckert, Vice President and Chief Marketing Officer. Previously served as vice president of sales and marketing of Disney Interactive, Inc., vice president of marketing of The Palace Inc., a community Web site company, vice president of marketing and president and CEO of Virgin Sound and Vision, a software publishing unit of Virgin Group PLC. Jason Palmer, Vice President, Sales and Operations. Previously served as national sales manager of the End User Products Group of Now Software, channel sales manager for Clientele Software, and senior account manager for Tut Systems. Dave Watrous, Vice President, Information Systems. Previously served as an Information Systems Manager at Now Software and as technical services manager for Advanced Information Solutions, Inc.

800.com Home Page

INTERNET INFRASTRUCTURE Design Consultants: STEP Technology Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Verio Inc., Sprint Internet Services, SAVVIS Communications Internet Connectivity: Three fractional DS-3 lines Mirror Location: Planned Hardware Platform: Compaq ProLiant Operating System: Windows NT 4 Enterprise Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: 56 Compaq ProLiant dual processor servers Database Platform: Microsoft SQL Server 7.0 Database Servers: 20 Compaq ProLiant quad processor servers Personalization: Net Perceptions Group Lens Recommendation Engine, Microsoft Site Server Commerce Edition Affiliate Management: Be Free BFAST Other Applications: Emercis Catalog Server, Epicor Clientele for Customer Support, WebCriteria, Microsoft Passport, Personify Essentials, Radview Web Site Director, Segue Systems testing software

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OPERATING BENCHMARKS Total Revenue1 2000 (Q3) .................................$13.5mn 2000 (Q2) ..................................$ 7.1mn 2000 (Q1) ..................................$ 3.1mn 1999...........................................$ 3.0mn Marketing Expenditures1 2000 (Q3) .................................$21.4mn 2000 (Q2) ..................................$ 6.2mn 2000 (Q1) ..................................$ 2.6mn 1999...........................................$ 8.9mn Technology Expenditures1 2000 (Q3) ...................................$1.1mn 2000 (Q2) ...................................$0.8mn 2000 (Q1) ...................................$0.6mn 1999............................................$1.2mn
1. Fiscal year ending March 31

E-LOAN Inc.
5875 Arnold Road Dublin, CA 94568, U.S.A. Tel. 925-241-2400 Fax 925-556-2178
Unique Visitors (March 2000): Reach: Rank: 527,000 0.8% 1,389

ORGANIZATION Business Sector: Banking/Brokerage/Financial services Founded: 1997 Employees: 350 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Dublin, CA headquarters • Jacksonville, FL auto loan processing facility Telecenter: In-house call center Ownership: Public Trading Symbol: EELN Major Shareholders: • Benchmark Capital (21%) • Chris Larsen, CEO (14%) • Janina Pawlowski, Chairman (14%) • Technology Partners (12%) • Softbank Holdings (9%) • Bank of America (5%) Financing: $249.74 million Profitable: No ($72.975 million loss for FY ’99) WEBSITE OVERVIEW Website: www.eloan.com Site Launch: June 1997 Site Type: Business-to-consumer Business Model: Commission-based Site Size: 50,000 loan offerings from 70+ lenders; available in 50 states and Washington, DC Languages: English, German, French, Japanese Accepts Advertising: No Site Features: General help, contextual help, and online real-time customer service Back-end Integration: Access to customer account information, transaction processing, payment processing, and transaction status are integrated into website. MARKETING Media: Radio and television advertising Partnerships: • Access Technology Services Inc. (www.homeweb.com) • Autobytel.com Inc. (www.autobytel.com)

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The eCommerce Almanac • AutoConnect (www.autoconnect.com) • AutoTrader (www.autotrader.com) • CitiQuest.com (www.citiquest.com) • Consumer Financial Network (www.youdecide.com) • E*Trade Group, Inc. (www.etrade.com) • FirstUSA (www.wingspan.com) • GoTo.com (www.goto.com) • Homes & Land Publishing Ltd. (www.homes.com) • HomeSmart USA (www.homesmart.com) • H&R Block (www.hrblock.com) • InsWeb Corp. (www.insweb.com) • Intelligent Life, Inc. (www.bankrate.com) • Kelly Blue Book (www.kbb.com) • LoanWise.com (www.loanwise.com) • MarketWatch.com Inc. (www.marketwatch.com) • MichaelHoligan.com Ltd. (www.yournewhouse.com) • Microsoft Corp. (www.carpoint.com) • Morningstar, Inc. (www.morningstar.com) • Motley Fool Inc. (www.motleyfool.com) • NetB@nk Inc. (www.netbank.com) • NetNoir Inc. (www.netnoir.com) • NextCard, Inc. (www.nextcard.com) • Owners.com Inc. (www.owners.com) • Prodigy (www.prodigy.net) • RE/MAX International (www.remax.com) • Road Runner (www.rr.com) • Charles Schwab & Company (www.schwab.com) • SeniorCom Inc. (www.senior.com) • Smart Money (www.smartmoney.com) • Stockmaster.com Inc. (www.stockmaster.com) • Talkway Inc. (www.talkway.com) • Time Inc. (www.money.com) • USATODAY.com (www.usatoday.com) • Yahoo!, Inc. (www.yahoo.com) Affiliates Program: CarFinance.com Affiliate Program Number of Affiliates: 300+ Commission Rate: Fixed fee per application MANAGEMENT Christian Larsen, CEO and co-founder. Previously founded Palo Alto Funding Group, a mortgage brokerage firm and served in various positions at Chevron Corp. and NASA Ames Research. B.S. from San Francisco State and M.B.A. from Stanford University. Janina Pawlowski, Chairman of the Board and cofounder. Previously co-founded Palo Alto Funding Group and served in various marketing positions with Xerox Corp. B.S. from Cornell University and M.B.A. from the University of Rochester. Joseph Kennedy, President and COO. Previously Vice President of Sales, Service and Marketing for Saturn Corporation. B.S.E. from Princeton University and an M.B.A. from Harvard Business School.

E-LOAN Home Page

Frank M. Siskowski, CFO. Previously served in various senior financial positions at Visa International, MCI Communications Corp., PepsiCo, Inc. and Indus International. Steve Peterson, Chief Technology Officer. Previously served as acting CTO at World Pages and vice president of product development at eShop. Bill Crane, Senior Vice President of Engineering. Previously held the same position at FrontOffice Technologies and at Network Computing Devices and served in various management positions at Sun Microsystems and IBM. B.S. in Computer Science from Texas A&M University. Cameron King, Senior Vice President of Integrated Technology. Previously served as executive vice president of Countrywide's E-Commerce Division. Graduate of the University of Southern California. Larry Fried, Vice President of Business Technology. Previously Homeshark's (iOwn) first employee responsible for building and overseeing their mortgage operations. B.S. in Civil Engineering and M.B.A. from the University of California at Berkeley.

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Sharon Ruwart, Vice President of Marketing. Previously held a variety of positions at Knight-Ridder, Inc, where she managed the $100 million recruitment classified business at one property and oversaw the development and launch of several online services and print products. M.B.A. from Stanford University. Douglas Galen, Vice President of Business Development. Previously served as vice president of business development at Abele Owners' Network and in executive positions at Limar Realty and The Shidler Group. Undergraduate and M.B.A. degrees from University of California, Berkeley. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Inc. Internet Connectivity: Multiple T-1 lines Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Apache Commerce Platform: E-Loan loan processing engine Web Servers: One Database Platform: Oracle Database Servers: One Personalization: E-Loan loan processing engine Affiliate Management: Proprietary application Payment Processing: CyberCash Other Applications: LivePerson real-time customer service chat OPERATING BENCHMARKS Total Revenue 1999........................................$22.10mn 1998.........................................$ 6.83mn 1997.........................................$ 1.04mn Marketing Expenditures 1999........................................$30.29mn 1998.........................................$ 5.70mn 1997.........................................$ 0.47mn Technology Expenditures 1999..........................................$3.60mn 1998..........................................$1.35mn 1997..........................................$0.10mn Total Loans Closed (No. of loans) 1999................................................... n/a 1998...............................................4,951 1997..................................................448

Total Loans Closed (Loan value) 1999........................................$ 1.63bn 1998........................................$982.2mn 1997........................................$105.1mn COMMENTS E-LOAN is one of the original web-based loan brokers. The company was founded in 1997 as an online mortgage broker and has since expanded to offer credit cards, auto loans, and small business loans. In addition to offering consumers access to a variety of third-party lenders, the company also underwrites and funds a large percentage of its loans and sells the servicing value in the capital markets. The company reported $7.11 million in revenue for the first quarter ending March 31, 2000 with a loss of $24.78 million. International subsidiaries have been established to serve markets in the U.K. (E-LOAN Ltd.) and Australia (ELOAN Pty. Ltd.) in partnership with SOFTBANK and News Corp., in Germany and France (E-LOAN N.V.) in partnership with SOFTBANK and Vivendi, and in Japan (E-LOAN Japan K.K.) in partnership with SOFTBANK. In October 1999, @viso -- a joint venture of SOFTBANK and Vivendi -- acquired a 37% stake in E-LOAN N.V. for a $26 million equity investment. @viso also agreed to assist the company in entering the European market by identifying local competitors and potential partners and by providing local infrastructure, strategic marketing, and personnel. In August 1999, the company acquired Electronic Vehicle Remarketing and its CarFinance.com online auto financing website from Bank of America for 2.88 million shares of E-LOAN common stock, providing a platform for entry into auto financing. In October 1999, the company partnered with LoanWise.com, providing ELOAN customers access to small business loans and referring LoanWise.com visitors to the E-LOAN website for mortgage financing. A similar partnership with Providian Financial enabled the company to offer credit cards through the E-LOAN website. In October 1999, the company’s E-LOAN Ltd. subsidiary acquired U.K.-based loan broker Flexmortgage.com. In March 2000, E-LOAN N.V. acquired Media Kreditbank, a German bank, and the French online lender Aaccrédit. The company received an equity investment in January 1999 from online securities broker E*TRADE Group. In April 2000, the company received an additional $40 million in equity capital from an investor group comprised of Charles Schwab & Company, Abbey National, and FT Ventures, which contributed $10 million each, and Benchmark Capital and Technology Partners, which contributed $5 million each. A related agreement enables the company to provide mortgage services to Schwab customers through the online broker's website.

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eToys Inc.
3100 Ocean Park Blvd., Suite 300 Santa Monica, CA 90405, U.S.A. Tel. 310-664-8100
Unique Visitors (March 2000): Reach: Rank: 1,158,000 1.5% 645

eToys Home Page

ORGANIZATION Business Sector: Toys, Books/Videos Founded: November 1997 Employees: 940 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Santa Monica, CA headquarters • Commerce, CA distribution center • Ontario, CA distribution center • San Francisco, CA distribution center • Greensboro, NC distribution center • Pittsylvania County, VA distribution center • Swindon, U.K. distribution center • Belgium distribution center in process • San Francisco, CA BabyCenter headquarters Telecenter: In-house call center; online support outsourced to PeopleSupport Ownership: Public Trading Symbol: ETYS (NASDAQ) Major Shareholders: • idealab! • Highland Capital • Sequoia Capital • Intel Corp. • DynaFund Ventures • Capital Partners Financing: $724.2 million in four rounds, IPO, subordinated convertible debt offering, and private placement of convertible preferred shares Profitable: No ($189.627 million loss for FY ’00) WEBSITE OVERVIEW Website: www.etoys.com, www.toys.com, www.etoys.co.uk Site Launch: November 1997 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 10,000 (approx.) product SKUs from 750+ manufacturers and 80,000 (approx.) book titles Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, customer created content
copyright  2000 by The Intermarket Group

Back-end Integration: Access to customer account information, order history, inventory availability, order processing, and payment processing, order status, and shipment tracking, integrated into website. MARKETING Media: Television advertising, consumer periodical advertising, newspaper advertising Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) 59

The eCommerce Almanac • AppCity Corp. (AppCity Shoplayer) • Excite, Inc. (www.excite.com) • GiftCertificates.com (www.giftcertificates.com) • Lycos, Inc. (www.lycos.com) • Go Network (www.infoseek.com) • Moms Online, Inc. (www.momsonline.com) • ShopperConnection (www.shopperconnection.com) • USA Today Online (www.usatoday.com) • WingspanBank (www.wingspan.com) • Yahoo!, Inc. (www.yahoo.com) Affiliates Program: eToys Affiliate Program No. of Affiliates: n/a Commission Rate: $10 for each new customer making a qualified purchase MANAGEMENT Toby Lenk, Chief Executive Officer. Former vice president in the Strategic Planning Group of the Walt Disney Company and strategy consultant at the L|E|K Partnership. Summa cum laude graduate of Bowdoin College and MBA from Harvard Business School Frank Han, Senior Vice President of Product Development. Previously served as vice president and manager of the Interactive Markets Department at Union Bank and in various positions in investment banking and corporate development for Salomon Brothers, Donaldson, Lufkin & Jenrette, and Mission Energy Company. Graduate of Yale University and M.B.A. from the Stanford Graduate School of Business. John Hnanicek, Senior Vice President and Chief Information Officer. Previously served as senior vice president of information systems for Hollywood Entertainment, CIO for Homeplace, and senior vice president of Information Systems and Logistics at OfficeMax. B.S. in Computer Science and Accounting from Cleveland State University. Frank Han, Senior Vice President of Product Development. Previously served as vice president of interactive markets and as director of strategic planning at Union Bank of California. B.S. from Yale University and M.B.A. from Stanford University. Janine Bousquette, Senior Vice President of Marketing. Previously served as vice president of marketing for PepsiCo Inc. and in brand management at The Procter & Gamble Company. B.A. from the University of Michigan. Louis Zambello, Senior Vice President of Operations. Previously served in a variety of positions at L.L. Bean, including senior vice president of operations and creative, senior vice president of operations and vice president of merchandise services and manufacturing. B.A. from Cornell University and M.B.A. from Harvard Business School. Stephen Paul, Vice President of Business Development. Previously served as an associate in the Investment Banking Group at Donaldson, Lufkin & Jenrette and in the Strategic Planning Group at Walt Disney Company. 60

Graduate of Cornell University and M.B.A. from the Harvard Business School. Ruben Rodriguez, Vice President, International. Previously served as a project manager for The Boston Consulting Group and as a second vice president and merchant banking officer for Chase Manhattan Bank, Latin America. B.S. from Princeton University, M.S. in Engineering from the University of California at Berkeley, and M.B.A. from Stanford University. Jane Saltzman, Vice President of Merchandising. Previously served as merchandise manager at toy retailer Imaginarium and in various buying and sales management positions at Macy’s California. Graduate of Oberlin College. Kayne Grau, Director of Technical Services INTERNET INFRASTRUCTURE Outside Consultants: Oracle Consulting Services, IBM Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Frontier Global Center Internet Connectivity: Multiple DS-3 lines Mirror Locations: One Hardware Platform: Sequent, VA Linux Systems Operating System: Linux, UNIX Web Server Software: Apache/Stronghold Commerce Platform: Proprietary applications Web Servers: Multiple VA Linux servers Application Servers: Four Sequent NUMA-Q 2000 data and web applications servers Database Platform: Oracle 8i Database Servers: See “Application Servers” above Personalization: Net Perceptions Group Lens Affiliate Management: BeFree BFAST Payment Processing: CyberCash, proprietary applications Other Applications: Personify Essentials, Red Cart Universal Shopping Cart, Mercury Interactive WinRunner, Computer Associates Unicenter TNG, Kana Solution customer support OPERATING BENCHMARKS Total Revenue1 2000......................................$151.04mn 1999......................................$ 29.96mn 1998......................................$ 0.69mn Marketing and Sales Expenditures1 2000......................................$120.46mn 1999......................................$ 20.72mn 1998......................................$ 3.74mn Technology Expenditures1 2000........................................$43.43mn 1999........................................$ 3.61mn 1998........................................$ 1.10mn

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The eCommerce Almanac

Total Customers (end of period) 1 2000........................................1,900,000 1999...........................................365,000 1998................................................... n/a
1. Fiscal year ending March 31

E*TRADE Group, Inc.
4500 Bohannon Drive Menlo Park, CA 94025, U.S.A. Tel. 650-331-6000
Unique Visitors (March 2000): Reach: Rank: 2,461,000 3.6% 212

COMMENTS eToys is the Internet’s leading toy retailer with almost twice the number of visitors as its closest competitor, Toysrus.com. The company reported $151 million in revenue for the most recent fiscal year; 49% of its fourth quarter revenues were generated by repeat customers. The company also reported that 47% of the $120 million it spent for sales and marketing in the latest fiscal year went to advertising while the balance went to fulfillment, customer service and credit card fees. The average order amount for FY 2000 was $62 and average customer acquisition cost was $36. Out of the 1.5 million new customers added during FY 2000, 226,800 were added during the fourth quarter (Jan. 1 through Mar. 31) at an average acquisition cost of $24 each. The company raised an additional $97.5 million of equity capital in June 2000 through a private placement of Convertible Preferred Shares and related warrants among several institutional investors. In May 2000, the company announced plans to add two new product categories -- party goods and hobbies -- to its website before year-end. The site already covers seven product categories: toys, books, software, music, videos, video games, and baby products. Plans for two new content channels for parents and for kids were announced at the same time; the company expects the new content to be available before the 2000 holiday season. In March 1998, the Company acquired the operations and domain name of Toys.com for $270,000 in cash and 2,340,000 shares of eToys common stock. The company acquired BabyCenter, Inc. in April 1999 for 16.7 million shares of eToys common stock. The BabyCenter web site provides a variety of information, products and interactive forums focused on and serving expectant mothers and new parents.

ORGANIZATION Business Sector: Securities brokerage Founded: 1982 Employees: 2,400 (3/31/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Menlo Park, CA headquarters and data center • Rancho Cordova, CA data center • Alpharetta, GA data center Telecenter: In-house call center with 1,000+ representatives Ownership: Public Trading Symbol: EGRP (NASDAQ) Major Shareholders: • General Atlantic Partners LP • Softbank • William Porter, Founder • Christos Cotsakos, President and CEO Shareholder Equity: $1.862 billion Profitable: No ($27.98 million loss for six months ending 3/31/00) WEBSITE OVERVIEW Website: www.etrade.com, www.etradebank.com, www.efn.net Site Launch: February 1996 Site Type: Business-to-consumer Business Model: Commission-based Site Size: U.S. stocks, options, IPOs, treasury securities, listed corporate bonds, and 5,000+ mutual funds Languages: English, French, Japanese, Korean, Swedish, Danish Accepts Advertising: Yes Site Features: General help, contextual help, threaded discussions, real-time customer-to-customer chat, foreign language information and order pages Back-end Integration: Access to customer account information, transaction history, transaction processing, and transaction status are integrated into website.

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MARKETING Media: Television advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (Proprietary dial-up service) • America Online (www.compuserve.com) • CNBC (www.cnbc.com) • Earthlink (www.earthlink.com) • Egghead.com Inc. (www.egghead.com) • Healtheon/WebMD (www.webmd.com) • Marketwatch.com (www.marketwatch.com) • Microsoft Corp. (investor.msn.com) • Netcentives Inc. (www.clickrewards.com) • The Motley Fool (www.fool.com) • TheStreet.com (www.street.com) • Yahoo!, Inc. (www.yahoo.com) • Delta Airlines • Hilton HHonors Worldwide • Intuit Inc. (link to Quicken software) • Microsoft Corp. (link to MS Money software) • OracleMobile (www.oraclemobile.com) • United Airlines • Zones (PCZone and MacZone catalogs) Affiliates Program: None MANAGEMENT Christos Cotsakos, Chairman and Chief Executive Officer. Previously served as president, co-chief executive officer, and chief operating officer of A.C. Nielsen, Inc., president and CEO of Nielsen International, president and COO of Nielsen Europe, Middle East and Africa, and in various senior executive positions at Federal Express Corp. B.A. from William Paterson College and M.B.A. from Pepperdine University. Kathy Levinson, President and Chief Operating Officer. Previously served as a consultant to E*Trade and in various positions at Charles Schwab & Company, including senior vice president of custody services and senior vice president of credit service. B.A. in economics from Stanford University. Judy Balint, Chief International Officer. Previously served as a senior vice president and corporate director of marketing for National Processing Company, consultants in transaction technology, CEO Paris and managing director of CME-KHBB Transactional Advertising, a unit of Saatchi & Saatchi Group, and various positions at Federal Express Corp. and DHL Worldwide Express. B.A. in journalism from the University of Wisconsin, Madison, and M.B.A. from the Monterey Institute of International Studies. Stephen Richards, Chief Online Trading Officer. Previously served in various positions at Bear Stearns & Company, including managing director and CFO of Correspondent Clearing, vice president and deputy controller of Becker Paribas, and first vice president and

E*TRADE Home Page

controller of Jefferies & Company, Inc. B.A. in statistics and economics from the University of California at Davis and M.B.A. from the University of California at Los Angeles. Mitchell H. Caplan, Chief Banking Officer Tom Bevilacqua, Chief Corporate Development and Strategic Investment Officer Connie Dotson, Chief Service Quality Officer Jerry Gramaglia, Chief Marketing Officer Amy Errett, Chief Asset Gathering Officer Joshua Levine, Chief Information Officer Pam Kramer, Chief Content Development Officer Len Purkis, Chief Financial Officer Michael Sievert, Vice President of Marketing Richard Stalzer, Vice President of Advertising Sales INTERNET INFRASTRUCTURE Design Consultants: Ft. Point Partners, Novo Corp., Sapient Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) and co-located server(s) Access Provider: Genuity, UUNET/MCI Worldcom, Electric Lightwave, Digital Island (Local Content Manager) Internet Connectivity: Multiple DS-3 lines
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Mirror Locations: Two Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server Commerce Platform: Netscape Application Server, E*Trade Engine Web Servers: 300+ Sun Enterprise 250, 450, and 6500 servers Database Platform: Oracle 8i Personalization: E*Trade Engine Affiliate Management: Not used Transaction Processing: E*Trade Engine Other Applications: BEA Systems Tuxedo and Manager, Resonate load balancing software, NCR Teradata Active Warehouse, net.Genesis net.Analysis, Clarify eFrontOffice, AskJeeves search, Zantaz.com DigitalSafe remote storage, Critical Path e-mail outsourcing OPERATING BENCHMARKS Net Revenue1 2000 (Q1-Q2) .........................$675.1mn 1999........................................$621.4mn 1998........................................$335.8mn 1997........................................$234.1mn 1996........................................$141.8mn Customer Assets (end of period)2 2000 (Q1-Q2) ............................$62.0bn 1999...........................................$28.0bn 1998...........................................$11.2bn 1997...........................................$ 7.7bn 1996...........................................$ 2.6bn Customer Accounts (end of period)1 2000 (Q1-Q2) .........................2,443,416 1999........................................1,551,000 1998...........................................544,000 1997...........................................225,000 1996.............................................91,000 Transactions (avg. trades per day)1 2000 (Q1-Q2) ............................181,000 1999.............................................68,484 1998.............................................27,620 1997.............................................16,356 1996...............................................6,148 Marketing Expenditures1 2000 (Q1-Q2) .........................$307.2mn 1999........................................$301.7mn 1998........................................$117.3mn 1997........................................$ 67.3mn 1996........................................$ 52.4mn

Technology Expenditures1 2000 (Q1-Q2) ...........................$78.5mn 1999..........................................$76.9mn 1998..........................................$33.7mn 1997..........................................$13.5mn 1996..........................................$ 4.7mn
1. Fiscal year October 1 – September 30 2. Core brokerage accounts at end of fiscal period

COMMENTS E*TRADE Group is the largest of the so-called Internet-only securities brokers. The company’s website, Destination E*TRADE, is being positioned as a personal finance portal, offering a variety of research resources and access to a full menu of financial services from securities trading to insurance and mortgage financing. The company’s web presence also includes branded sites in Australia, Canada, Denmark, France, Japan, Korea, New Zealand, Sweden, the U.K. In June 1999, the company acquired Telebanc Financial Corp. and its pure-play Internet banking unit, Telebank, for $1.8 billion in E*TRADE common stock. The transaction closed in January 2000. At the end of March 2000, Telebank was the 35th largest federally chartered savings bank with $3.2 billion in assets; the number of active banking accounts was 170,584, up from 57,946 one year earlier. In April 2000, Telebank was integrated into the company’s website and renamed E*TRADE Bank. E*TRADE established a bricks-and-mortar presence in March 2000 with the acquisition of Card Capture Services and its network of 8,500 automated teller machines across the U.S. The company has announced plans to turn the ATMs into a network of financial kiosks which deliver a variety of services to customers. In May 2000, a multichannel marketing alliance was announced with Target Stores providing for an in-store pilot of one E*TRADE financial service center at a Roswell, Georgia SuperTarget store and for cross-promotion between etrade.com, target.com, and the Target Stores. The company has aggressively embraced nontraditional trading venues. It was the first online broker to offer after-hours trading through its August 1999 agreement with Instinet, an off-exchange trading network - or Electronic Communication Network (ECN) -- for institutional investors and broker/dealers. In November 1998, the company announced an investment in the International Securities Exchange (ISE), a fully electronic options marketplace that combines electronic trading and auction market principles. In January 1999, the company purchased a 25% stake in Archipelago, the operator of an ECN for trading Nasdaq stocks. In October 1999, a strategic investment in the EASDAQ (European

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Association of Securities Dealers Automated Quotation) electronic exchange was announced along with the company’s participation as a member of the EASDAQ's International Advisory Board. The company has also aggressively pursued international expansion. Since 1998, it has launched E*TRADE Korea in partnership with SOFTBANK and LG Investment & Securities; launched E*TRADE Danmark with Danish broker Difko BØrsmæglerselskab A/S; launched E*TRADE Germany AG with Berliner Effektenbank AG and New York Broker Germany AG; launched E*TRADE Japan K.K. with SOFTBANK, launched E*TRADE Australia in partnership with Nova Pacific Capital, launched E*TRADE Canada with VERSUS Technologies, launched CPR-E*TRADE with French investment bank CPR. The company acquired 100% of E*TRADE Nordic AB, its master licensee for the Nordic countries, in October 1999. In November 1999, it acquired 100% of E*TRADE @ NetBourse S.A., its licensee for Belgium, the Netherlands, Luxembourg, Austria, and Italy; and announced a partnership with Edata Holdings Ltd. to establish E*TRADE Africa in South Africa. In January 2000, the company acquired 100% of E*TRADE UK from partner Electronic Share Information. Recent acquisitions include OptionsLink, which provides web-based and interactive voice response inquiry and order entry system services for companies offering employee stock option and stock purchase plans; ShareData, which supplies stock plan software and consulting services; ClearStation, which operated a financial content website; Confluent Inc. and its Abrio calendar engine; and TIR (Holdings) Ltd., a broker which trades equities, fixed income securities, currencies, and derivatives in more than 35 countries. Strategic investments include online insurance broker E-Coverage, e-mail services provider Critical Path, Garage.com, clearing services firm Knight Trimark, Message Media, and Digital Island. The company also announced an equity investment in E-LOAN in March 1998 along with a three-year agreement designating the online loan broker exclusive multi-lender partner to E*TRADE customers; and an August 1999 investment in online mortgage banker LoanCity.com. A partnership was announced in January 1999 with Sandy Robertson -founder and former CEO of Robertson, Stephens & Company -- and Walter Cruttenden -- former CEO of Cruttenden Roth -- to form a full-service online investment bank, E*OFFERING. E*TRADE also purchased a 28% stake in the new company which was subsequently sold to WitSoundView in May 2000. In April 2000, the company made a strategic investment in Everypath, Inc., a wireless application services provider that will be used by the company to deliver financial applications, content, and services to customers’ wireless data devices.

Other recent events include the July 1999 launch of a cobranded by-owner real estate service in partnership with Owners.com; the March 2000, launch of E*TRADE Account Express which enables customers to open and fund an account online with up to $2,000 and begin trading almost immediately; an April 2000 agreement with Verizon Wireless providing the company’s customers wireless access to transaction capabilities, account services and real-time financial information; and an April 2000 partnership with SINA.com to launch co-branded Chineselanguage banking services through the company’s Telebank subsidiary. The company has content agreements with Reuters, MarketWatch.com, Renaissance Capital, BigCharts, TheStreet.com, ProfessionalEdge, and Morningstar. In April 2000, the company launched “E*TRADE: The Magazine,” in partnership with Imagination Publishing and distributed to customers quarterly.

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Expedia, Inc.
13810 SE Eastgate Way, Suite 400 Bellevue, WA 98005, U.S.A. Tel. 425-564-7200
Unique Visitors (March 2000): Reach: Rank: 4,265,000 6.3% 83

Expedia Home Page

ORGANIZATION Business Sector: Travel services Founded: July 1994 Employees: 200 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Bellevue, WA headquarters Telecenter: Outsourced to Online Fulfillment Services; 250+ representatives Ownership: Public Trading Symbol: EXPE (NASDAQ) Major Shareholders: • Microsoft Corp (85%) Financing: $192 million corporate financing and IPO Profitable: No ($75.9 million loss for 9-months ending 3/31/00) WEBSITE OVERVIEW Website: www.expedia.com; International sites: expedia.co.uk, expedia.de, expedia.msn.ca Site Launch: October 1996 Site Type: Business-to-business, business-to-consumer Business Model: Fixed pricing Site Size: Travel reservations for 450 airlines, 40,000 hotels, and all major car rental agencies Languages: English, German Accepts Advertising: Yes Site Features: General help, one-click ordering/quick buy, threaded discussions, customer-to-customer chat, foreign language information pages, foreign language order pages Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, and order status are integrated into website. MANAGEMENT Richard Barton, President and Chief Executive Officer Gregory Stanger, Vice President and Chief Financial Officer Byron Bishop, Vice President of Product Development Erik Blachford, Vice President of Marketing Simon Breakwell, Vice President of Sales Mike Quin, Director of E-commerce MARKETING Media: Radio and television advertising, newspaper advertising; consumer periodical advertising planned Partnerships: • BarnesandNoble.com (www.barnesandnoble.com) • Microsoft Corp. (www.msn.com) • Netcentives Inc. (www.clickrewards.com) Affiliate Program: None

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INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Microsoft Corp. Internet Connectivity: Eight shared DS-3 lines Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Microsoft Windows NT Web Server Software: Microsoft IIS Commerce Platform: Proprietary web booking engine; Microsoft Site Server Commerce Edition Web Servers: Multiple ProLiant servers Database Platform: Microsoft SQL Server Database Servers: Two ProLiant servers Personalization: Microsoft Site Server Commerce Edition Affiliate Management: Not used OPERATING BENCHMARKS Total Revenue1 2000 (9 mos.) .........................$64.96mn 1999........................................$38.70mn 1998........................................$13.83mn 1997.........................................$ 2.74mn Marketing Expenditures1 2000 (9 mos.) .........................$38.67mn 1999........................................$14.89mn 1998........................................$10.82mn 1997.........................................$ 8.82mn Technology Expenditures1 2000 (9 mos.) .........................$14.61mn 1999........................................$21.18mn 1998........................................$18.51mn 1997........................................$16.21mn
1. Fiscal year ending June 30th

VacationSpot.com in January for 2.6 million shares of Expedia stock worth approximately $82 million. VacationSpot.com operates an online reservation network for vacation homes, rental condos, inns and bed & breakfasts. The company announced a partnership with Microsoft Network in February 2000 to provide flight status, travel itinerary information, and driving directions to webenabled cellular phones via the MSN Mobile Service 2.0 beginning in April 2000. In April 2000, the company announced a partnership with LiquidGolf.com which will serve as the first golf equipment dealer on the Expedia site. LiquidGold.com is an Internet-based on-line country club offering news, information, entertainment and golf products.

COMMENTS Expedia is the one of the leading online travel agencies. The company was founded in 1994 as a unit of Microsoft Corp. (NASDAQ: MSFT) and spun-out as a publiclytraded company in November 1999. Microsoft remains the company’s largest shareholder, with its 85% stake. In June 1999, the company launched Expedia Radio, a weekly, one-hour radio program providing travel news and ideas and celebrity guest interviews. The show is now nationally-syndicated into the top 20 U.S. markets and is carried on the networks of CBS/Infinity Broadcasting and Clear Channel Communications. In January 2000, the company acquired Travelscape.com for three million shares of Expedia common stock worth approximately $95 million. Travelscape.com is an online hotel consolidator which offers discounted rooms at more than 1,200 hotels in 240 cities worldwide. The company also acquired 66
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FastParts.com
133A Bernal Rd. San Jose, CA 95119, U.S.A. Tel. 408-360-1340 Fax 408-360-9119
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

FastParts Home Page

ORGANIZATION Business Sector: Electronic parts and equipment Founded: 1991 Employees: 36 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: San Jose, CA headquarters Telecenter: None Ownership: Private Trading Symbol: None Major Shareholders: • Gerry Haller, Founder • Draper Fisher Jurvetson • SOFTBANK Venture Capital • Synergy Ventures • INVESCO Private Capital Financing: $35 million (approx.) in four rounds Profitable: No WEBSITE OVERVIEW Website: www.fastparts.com Site Launch: May 1996 Site Type: Business-to-business Business Model: Negotiated pricing/auction Languages: English Accepts Advertising: No Site Features: General help, contextual help Back-end Integration: Access to customer account information, inventory availability, and order processing are integrated into website. MARKETING Media: Business periodical advertising and direct mail Partnerships: None Affiliates Program: None MANAGEMENT George Gordon, President and Chief Executive Officer John Spensieri, Sr. Vice President, Sales and Marketing Tim Lavelle, Vice President, Business Development Charles Huh, Vice President, Finance and Strategy Jaleh Gazzi, Vice President, Market Strategy

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Qwest Communications Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris Web Server Software: Apache Commerce Platform: Proprietary application Web Servers: One Database Platform: Oracle Database Servers: One Personalization: Planned Affiliate Management: Not used Payment Processing: Proprietary application COMMENTS FastParts operates an online marketplace for electronic components, enabling OEMs, contract assemblers, manufacturers, and distributors to trade surplus electronic parts and equipment. The company offers four members-only services through its website: The FastParts.com Trading Exchange provides an anonymous, real-time virtual trading floor where buyers and sellers of electronic parts can directly negotiate and conduct trades. FastParts coordinates all trade fulfillment activities, including payment and delivery, in return for a percentage of each completed transaction. SOLD! Internet Auctions are online auctions which are pre-announced to all members and offer

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products for immediate sale. An Equipment Exchange enables members to buy and sell new and used manufacturing equipment in a manner similar to the FastParts.com Trading Exchange. A Branded Supply Channel service enables individual manufacturers and suppliers to sell their products over the Internet through customized sites built on top of the FastParts.com commerce engine. The Branded Supply Channel allows companies to control their product and pricing, offer contract pricing for designated customers, and outsource the coordination of all trade fulfillment activities -including shipping, payment, and collection -- to FastParts.

FirstAuction
Internet Shopping Network, Inc. 500 Macara Avenue Sunnyvale, CA 94086, U.S.A. Tel. 408-617-7400 Fax 408-617-7415
Unique Visitors (March 2000): Reach: Rank: 1,018,000 1.5% 661

ORGANIZATION Business Sector: General Merchandise Founded: February 1994 Employees: 146 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Sunnyvale, CA headquarters Telecenter: In-house call center Ownership: Private Trading Symbol: none Major Shareholders: Subsidiary of Home Shopping Network (NYSE: HSN) Financing: n/a Profitable: No ($42.39 million loss for FY ’99) WEBSITE OVERVIEW Website: www.firstauction.com Site Launch: June 1997 Site Type: Business-to-consumer Business Model: Auction/Negotiated pricing Site Size: 1,000+ auctions per day Languages: English Accepts Advertising: Yes Site Features: General help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order history (7 days only), inventory availability, order processing, and order status are integrated into website. MARKETING Media: No offline advertising used Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • Excite@Home (www.home.com) • MyPoints.com Inc. (www.mypoints.com) Affiliates Program: None

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MANAGEMENT Bill Lane, Chief Operating Officer Edward Zinser, Senior Vice President and Chief Financial Officer Robert Lambert, Vice President and General Manager, FirstAuction Bruce M. Goldstein, Vice President, Sr. Product and Planning Officer Paul Hammer, Vice President, Engineering Jack Kaplen, Vice President, Operations INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Genuity Inc. Internet Connectivity: Two DS-3 lines and multiple T-1 lines Hardware Platform: Sun Microsystems Operating System: Solaris 2.5.1 UNIX Web Server Software: Netscape Enterprise Server 2.01 Commerce Platform: Netscape Application Server, proprietary applications Web Servers: Multiple dual-processor Sun Ultra Enterprise 2 servers Database Platform: Oracle 7 Database Servers: One 12-processor Sun Ultra Enterprise 5000 server Personalization: BroadVision One-to-One Affiliate Management: Not used Payment Processing: Proprietary application OPERATING BENCHMARKS Total Revenue1 1999........................................$24.62mn 1998........................................$21.19mn 1997........................................$12.86mn Registered Bidders 1999...........................................434,000 1998...........................................260,000 1997................................................... n/a
1. 1999 includes results of both FirstAuction and First Jewelry; 1998 and 1997 include results of both FirstAuction and ISN.com site.

FirstAuction Home Page

software; the operation was discontinued by the company in 1999. Internet Shopping Network reported $6.09 million in revenue for the first quarter ending March 31, 2000 with a loss of $10.06 million. In January 2000, an agreement was announced to merge Internet Shopping Network -- and its FirstAuction and FirstJewelry properties -- with Styleclick.com to create a new company named Styleclick, Inc. The merger agreement also provides for USA Networks Interactive, a subsidiary of USA Networks, Inc. (NASDAQ: USAI) and the parent of Home Shopping Network, to invest $40 million in cash and contribute an additional $10 million in dedicated media to the new company.

COMMENTS FirstAuction is the principal e-commerce site of Internet Shopping Network (ISN), a unit of the TV home shopping giant, Home Shopping Network. ISN’s other Internet storefront is FirstJewelry, an online jewelry retailer launched in October 1999. The FirstAuction and FirstJewelry websites each employ its own Internet infrastructure. ISN’s original online storefront was launched in April 1994 at www.isn.com and offered computer hardware and

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Fogdog Inc.
500 Broadway Redwood City, CA 94063, U.S.A. Tel. 650-980-2500 Fax 650-980-2600
Unique Visitors (March 2000): Reach: Rank: 1,006,000 1.5% 572

FogDog Home Page

ORGANIZATION Business Sector: Toys/Sporting goods Founded: October 1994 Employees: 137 (12/31/99) Offline Activity: Storefronts: None Catalogs Mailed: None Facilities: • Redwood City, CA headquarters • Richmond, Surrey, U.K. FogDog International offices Telecenter: None Ownership: Public Trading Symbol: FOGD (NASDAQ) Major Shareholders • Venrock Associates • Draper Fisher Jurvetson • J.H. Whitney & Co. • Vertex Management Group • Sprout Group Financing: $145.5 million in four rounds and IPO Profitable: No ($29.613 million loss for FY ’99) WEBSITE OVERVIEW Website: www.fogdog.com Site Launch: November 1998 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 60,000 product SKUs from 600+ manufacturers Accepts Advertising: No Site Features: General help and customer created content; one click ordering/quick buy, online real-time customer service, and foreign language product information and ordering pages are planned. Back-end Integration: Access to customer account information, order history, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, consumer periodical advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) 70

• • • • • • • • • • • • • • •

America Online (www.netscape.com) America Online (www.compuserve.com) Della.com (www.della.com) Excite@Home (www.excite.com) GiftCertificates.com (www.giftcertificates.com) giftpoint.com (www. giftpoint.com) GO Network (www.go.com) GoTo.com (www.goto.com) Inktomi Corp. (Inktomi Shopping Engine) mySimon Inc. (www.mysimon.com) ShopperConnection (www.shopperconnection.com) WebTV Networks (www.webtv.com) Women.com Networks (www.women.com) Yahoo! Inc. (www.yahoo.com) ZuluSports.com (www.zulusports.com)
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The eCommerce Almanac

Affiliates Program: Fogdog Sports Affiliates Program Number of Affiliates: n/a Commission Rate: 10-20% of sales based on total quarterly activity MANAGEMENT Tim Harrington, Chief Executive Officer. Previously served as general manager of GolfWeb, director of national accounts with Cobra Golf, Inc. and in various financial operations management positions with IBM, including chief operating officer for the company’s education division. Undergraduate degree from Siena College and M.B.A. from Stanford University. Marcy von Lossberg, Chief Financial Officer. Previously served in various financial positions with Walt Disney Studios, including senior financial analyst and business planner for Disney’s Buena Vista Home Video division, and as a financial analyst with Bankers Trust Company. Graduate of Stanford University with dual degrees in economics and political science. Brett Allsop, President, International. Co-founded Cedro Group, Inc., the predecessor to Fogdog Sports, and previously worked in a corporate management training program at West One Bank. B.S. in engineering from Stanford University. Robin Smith, Executive Vice President, Retail & Operations. Previously served as vice president and general manager with Mizuno Sports, Inc., vice president and general manager of Mizuno’s Donner Mountain subsidiary, vice president of marketing for Avia footwear and in various marketing and sales positions with Outdoor Marketing International, Miles Laboratories, Display Mart and Dymo Industries. B.S. in economics from Occidental College and M.B.A. from Wharton. Tom Romary, Vice President, Marketing. Previously served in various marketing and management positions with GolfWeb, Creative Wonders Software, General Mills, and the Dow Co. B.S. degree from Duke University and M.B.A. from Harvard Graduate School of Business. Robert Chea, Vice President, Engineering. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: Fractional DS-3 line Mirror Locations: One Hardware Platform: Sun Microsystems Operating System: Solaris 2.6 Web Server Software: Netscape Enterprise 3.0 Web Servers: Six Application Servers: One Database Platform: Oracle 8 Database Servers: One Personalization: Proprietary applications

Affiliate Management: Be Free BFAST Payment Processing: CyberSource Other Applications: Personify Essentials, HNC Software Retek e-merchandising, Kana Solution customer support OPERATING BENCHMARKS Total Revenue 1999...................................$6.99mn 1998...................................$0.20mn 1997...................................$0.00mn Marketing Expenditures 1999.................................$21.45mn 1998.................................$ 2.40mn 1997.................................$ 1.29mn Technology and Content Expenditures 1999...................................$3.45mn 1998...................................$1.32mn 1997...................................$0.26mn COMMENTS Fogdog Inc. and its Fogdog Sports online storefront offer more than 15,000 products and 60,000 product SKUs from 600+ name brand manufacturers, including Callaway, Nike, Rawlings, Reebok, Taylor Made, and The North Face. The company was the first to offer Nike products online under an exclusive agreement; the exclusive agreement expired in March 2000 but the two companies are still partners in a long-term distribution agreement. Footwear accounted for 21% of total revenue during the first quarter of 2000 ending March 31. The company was founded in 1994 and launched its first online storefront -- SportSite.com -- in July 1997. The company identity was changed to Fogdog in November 1998. In September 1999, the company acquired Sports Universe, Inc. and its sportsuniverse.com website for 266,665 shares of Fogdog common stock. Total revenue for the first quarter was $4.7 million, compared to $0.4 million in the same quarter of 1999, with a loss of $14.75 million. The Fogdog Sports website is organized into specialty shops for soccer, baseball, golf, hockey, snowboarding, tennis/racquet sports, football, fishing, cycling, walking, fitness/health, fans/memorabilia, outdoor, and group sales. Each shop organizes products by brand, department -- such as footwear, apparel and equipment -- and by Fogdog recommendations. Fulfillment of customer orders is outsourced to fulfillment partners -- Keystone Fulfillment and a network of product distributors and manufacturers. The company has developed a proprietary system which links directly to the fulfillment partners. Keystone provides inventory management, warehousing and shipping services; all fulfillment partners deliver products in Fogdog Sports packaging, making the network transparent to customers.

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Food.com Inc.
825 Battery Street San Francisco, CA 94111, U.S.A. Tel. 415-403-5200 Fax 415-981-4801
Unique Visitors (March 2000): Reach: Rank: 1,815,000 2.7% 325

Food.com Home Page

ORGANIZATION Business Sector: Food services Founded: December 1996 Employees: n/a Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • Sales offices in New York, Los Angeles, Atlanta, Charlotte, Baltimore, Seattle, Philadelphia, and Washington D.C. Telecenter: None Ownership: Private Trading Symbol: None Major Shareholders: • Accel Partners • Blockbuster • Kraft Foods • McDonald’s Corp. • Novell Ventures • Tribune Ventures Financing: $115 million in three rounds Profitable: No WEBSITE OVERVIEW Website: www.food.com, www.cybermeals.com, www.cyberslice.com Site Launch: December 1996 (as CyberSlice) Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 16,000 (approx.) restaurants nationwide Languages: English Accepts Advertising: Yes Site Demographics: 62% female/38% male; 43% college graduate; 65% age 35+; 52% $50K+ average household income Site Features: General help and one-click ordering/quick buy Back-end Integration: Access to customer account information, order history, and order processing integrated into website.

MARKETING Media: Radio and television advertising, newspaper advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.digitalcities.com) • AT&T Broadband & Internet Services (AT&T Interactive TV) • Chicago Tribune (www.metromix.com)

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The eCommerce Almanac •

Cornerstone Internet Solutions (www.foodgalaxy.com) • CyberGold Inc. (www.cybergold.com) • Miami Herald (www.herald.com) • MyPoints.com Inc. (www.mypoints.com) • MyWay.com (www.myway.com) • OneClick.com (www.oneclick.com) • Orlando Sentinal (www.orlandosentinal.com) • Peapod Inc. (www.peapod.com) • Philadelphia Inquirer (www.philly.com) • Tampa Tribune (www.tampabayonline.com) • Washington Post Co. (www.washingtonpost.com) • WebTV Networks (WebTV service) Affiliates Program: Food.com Affiliate Program No. of Affiliates: n/a Commission Rate: $1.00 for each unique registered user, $6.00 for each order and .$0.02 per click through MANAGEMENT Richard Frank, Chairman and Chief Executive Officer. Previously served as chairman and CEO of Comcast Content and Communications, chairman of Walt Disney Television and Telecommunications, and as vice-president and president of the Paramount Television Group. John Laing, Executive Vice President and Chief Operating Officer. Previously served as president and CEO of Wayfarer Communications, executive vice president of sales and international marketing at Symantec, and in various positions at Apple Computer, ECZEL Corp. and Xerox. Joan Varrone, Vice President, Chief Financial Officer. Previously served as vice president of finance and CFO at Catapult Communications, corporate treasurer at WatkinsJohnson Company, and in various management positions at Raychem Corp. and Exxon Enterprises. Tatiana Dins, Vice President of Engineering and CIO. Previously served as a senior director of computer systems information resources at Sun Microsystems and in various management positions at Systems Control, GTE Sprint and Badger/TTI. Adam Dubov, Vice President of Content and Executive Producer. Previously served as head of programming and production at AOL's Entertainment Asylum, as a developer for Sony Interactive's "Crimes Online," an Internet project for Sony Station, and as a film director and screenwriter. Angela Wilson Gyetvan, Vice President of Marketing. Previously served as vice president of marketing for Napa Valley Kitchens and in various positions at Electronic Arts and Broderbund Software. David B. Seizer, Vice President of Direct Sales. Previously served as a general manager of GTE Communications Corp., regional sales manager at Konica Business Machines, chief operating officer of Planet Earth Entertainment, and in various positions at Xerox and IBM/ROLM.

Karen Orton, Vice President of Business Development. Previously served as vice president of marketing and business development for Third Age Media, president of the Internet Strategies Group, general manager of Starpress Multimedia, and in various positions at Metaphor Computer Systems, Gupta Technologies, Ashton Tate, and Software Publishing Corporation. Rob Mayfield, Chief Architect INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: AboveNet Communications Hardware Platform: Intel Pentium Operating System: Solaris Web Server Software: Apache 1.3.0 Commerce Platform: Bluestone Software Total-eBusiness, proprietary applications Database Platform: Oracle Personalization: Bluestone Software Total-e-Business, proprietary applications Affiliate Management: LinkShare Payment Processing: Not used Other Applications: Microsoft Passport, Apple WebObjects, Informative Q12 demographic profiling tool, WebGain TOPLink OPERATING BENCHMARKS Registered Members (end of period) 2000(Q1) ................................1,000,000 1999...........................................800,000 1998...........................................450,000 COMMENTS Food.com was founded in December 1996 as CyberSlice, a service that enabled customers to order pizza over the Internet from local pizzerias. The company expanded its service to cover restaurants of all types and changed its name to Cybermeals in April 1998. In March 1999, the company name was changed again to Food.com. The company’s website enables customers to browse menus and order takeout or delivery meals from more than 16,000 restaurants nationwide. The site includes a Dining Guide with information on an additional 150,000 restaurants. Expansion plans include the addition of professional and customer restaurant reviews, reservation services, and delivery of videos and video games through a partnership with Blockbuster. In March 2000, Food.com acquired delivery company Takeout Taxi. The company also plans to tailor its site for access by wireless devices, such as cell phones and personal digital assistants. Two of the cornerstones of Food.com’s business infrastructure are a proprietary voice-automated system that turns online orders into voice messages which are automatically phoned to restaurants and its Menucaster

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software. Menucaster enables a restaurant to receive Internet-generated takeout or delivery orders directly at its point-of-sale (POS) terminal. The company charges each restaurant $79 a month and a percentage of each online order to participate in its service. Corporate partnerships include several major restaurant chains, including Pizza Hut, KFC and Pizza Inn. In March 2000, a group of strategic investors that included McDonald’s Corp, Kraft Foods, TV Guide, and Blockbuster invested $80 million in the company in return for a rumored 20% equity stake. The company has content partnerships with the Washington Post, Chicago Tribune, Los Angeles Times and Orlando Sentinel. Marketing partnerships were negotiated in 1998 with Yahoo, Lycos, and Excite but were not renewed as the company redirected its focus to a more localized approach. A four-year, $20 million partnership with America Online and its local Digital Cities properties was recently extended to six years by the two companies. In May 2000, the company announced plans to launch business-to-business that leverages its existing relationships with restaurants by creating an online purchasing service for the food services industry. In November 1999, the company launched a shopping area offering specialty food items, gifts and other products. The new “Marketplace” area consists of co-branded websites with more than a dozen partners, including wine.com, omahasteaks.com, Proflowers.com, Food & Wine Magazine, Greatfood.com, GreatCoffee.com, EthnicGrocer.com, and Amazon.com. In July 1999, the company announced a partnership with Ameranth Technology Systems to extend the transmission of takeout and delivery orders placed through the Food.com website directly to restaurant kitchens and point of sale systems. The two companies also plan to launch service features which enable customers to check wait times for restaurants, place themselves on wait-lists before leaving for restaurants, and to make reservations online.

FTD.com
3113 Woodcreek Drive Downers Groves, IL 60515, U.S.A. Tel. 630-724-6200 Fax 630-724-6019
Unique Visitors (March 2000): Reach: Rank: 988,000 1.5% 585

ORGANIZATION Business Sector: Floral and Specialty Gifts Founded: December 1994 Employees: 75 Offline Activity Storefronts: 6,500 owned and operated by FTD florists Catalogs Mailed: None Facilities: Downers Grove, IL headquarters Telecenter: In-house customer service call center; two outsourced order-taking call centers Ownership: Public Trading Symbol: EFTD (NASDAQ) Major Shareholders • Florists’ Transworld Delivery, Inc.(FTD) (86.5%) • Public Float (10.5%) • Buena Vista Internet Group (2%) • MSD Capital (1%) Total Financing: $49 million Profitable: No ($23.56 million loss for 9 months ended 3/31/00) WEBSITE OVERVIEW Website: www.ftd.com Site Launch: 1994 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 400 floral products and 200+ specialty gifts. Languages: English Accepts Advertising: No Site Features: General help, IP telephony Back-end Integration: Access to customer account information, order history, inventory availability, order processing, and payment processing are integrated into website. MARKETING Media: Television and radio advertising, newspaper advertising, consumer periodical advertising, and direct mail Partnerships: • America Online (www.netscape.com) • ABC Corp. (www.abc.com) • Buena Vista Internet (www.disney.com)

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The eCommerce Almanac • Egreetings Networks Inc. (www.egreetings.com) • GiftCertificates.com (www.giftcertificates.com) • GoNetwork/Buena Vista Internet (www.go.com) • InfoSpace.com Inc. (www.infospace.com) • Market Day Corp. (www.marketday.com) • Markets In Motion (airport e-commerce kiosks) • Microsoft Corp. (www.msn.com) • Netcentives Inc. (www.clickrewards.com) • OracleMobile (www.oraclemobile.com) • perksatwork.com (www.perksatwork.com) • SkyMall.com, Inc. (www.skymall.com) • Victoria’s Secret (www.vistoriassecret.com) • WingspanBank (www.wingspan.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: FTD.com Affiliates Program Number of Affiliates: n/a Commission Rate: 6-8% of sales based on quarterly volume MANAGEMENT Michael Soenen, President and CEO Peter Poli, Chief Financial Officer Fred Johnson, Chief Information Officer William VanCleave, Vice President of Marketing Brian Chapman, Vice President of Strategy Paul Qualia, Webmaster INTERNET INFRASTRUCTURE Design Consultants: Organic, Inc., IBM Global Services Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Intira Internet Connectivity: Multiple T3 lines Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris 2.7 Web Server Software: Netscape Enterprise Server Commerce Platform: IBM Net.commerce Database Platform: Oracle 8i Personalization: Not used Affiliate Management: LinkShare Payment Processing: NDC Other Applications: IBM Websphere, Net.Data OPERATING BENCHMARKS Total Revenue1 2000 (9 mos.)............................$62.6mn 1999...................................$49.6mn 1998...................................$30.7mn 1997...................................$26.3mn Total Customers (end of period) 1 1999.....................................1.80mn 1998.....................................1.16mn 1997............................................n/a

FTD.com Home Page

Total Orders1 1999....................................856,761 1998....................................602,396 1997....................................513,198 Internet Share of Orders1 2 1999...................................... 53.0% 1998...................................... 33.8% 1997...................................... 17.2% Marketing Expenditures1 2000 (9 mos.)..........................$29.93mn 1999.................................$11.99mn 1998.................................$ 5.99mn 1997.................................$ 4.86mn Technology Expenditures1 2000 (9 mos.)............................$5.29mn 1999...................................$2.16mn 1998...................................$1.42mn 1997...................................$1.55mn
1. Fiscal year ending June 30 2. Company also accepts telephone orders

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COMPANY OVERVIEW FTD.com is an online and telephone marketer of flowers and specialty gifts. The company was founded by FTD in December 1994 to sell directly to consumers. It was spun-out of FTD’s successor, FTDI, in a September 1999 public offering. The company’s parent, Florists’ Transworld Delivery, Inc. (FTDI) links together a network of more than 18,000 FTD Florists in the U.S. and Canada and another 52,000 FTD Florists in 140 countries around the world. FTDI is the successor to Florists' Transworld Delivery Association (FTD), a non-profit cooperative which was founded by a group of ten retail florists 1910. FTD.com sells through its website at www.ftd.com and through its 1-800-SEND-FTD toll-free telephone number. Flower and plant orders are fulfilled through a network of approximately 6,500 FTD florists; specialty gift orders are fulfilled directly by manufacturers or third party distributors. The company reported $20.2 million in Internet revenue -- and $26.6 million in total revenue -- for the third quarter ending March 31, 2000 with a loss of $8.49 million. The average order during the third quarter was $59.00. Total orders and Internet orders completed during the quarter were 405,364 and 317,747 respectively; total customer accounts at the end of the period stood at 2.1 million. The company transmits flower and plant orders for fulfillment through its Mercury Network, which automatically routes each order to a florist based on location and activity levels. A PC at each florist's shop either electronically accepts, rejects or does not respond to each in-bound order. If no electronic response occurs, a manual call is placed by the company and if the problem cannot be rectified immediately, the system automatically routes the order to an alternative florist.

Furniture.com Inc.
1881 Worcester Road Framingham, MA 01701, U.S.A. Tel. 508-416-6300 Fax: 508-416-6370
Unique Visitors (March 2000): Reach: Rank: 889,000 1.3% 661

ORGANIZATION Business Sector: Gardening/Home furnishings Furniture/Home furnishings Founded: June 1998 Employees: 213 Offline Activity Storefronts: One Catalogs Mailed: None Facilities: Framingham, MA headquarters Telecenter: In-house call center with 40 representatives Ownership: Private (IPO pending) Trading Symbol: FURN (NASDAQ) Major Shareholders: • CMGI @Ventures (17%) • Brand Equity Ventures (10%) • Bessemer Venture Partners (9%) • No Bricks L.P. (8%) • Arkaro Holding B.V (6%) • Munder NetNet Fund (6%) • Covestco-AtEura, LLC (5%) Financing: $84 million in four rounds Profitable: No ($46.460 million loss for FY ’99) WEBSITE OVERVIEW Website: www.furniture.com Site Launch: June 1998 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 20,000 (approx.) product SKUs from 200+ manufacturers Languages: English Accepts Advertising: No Site Features: General help, contextual help, one-click ordering/quick buy, online real-time customer service Back-end Integration: Access to customer account information, customer order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, consumer periodical advertising, and direct mail

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Partnerships: • AltaVista Company (www.altavista.com) • America Online (proprietary dial-up service) • America Online (www.aol.com) • Excite@Home (www.excite.com) • Lycos, Inc. (www.lycos.com) • MSN (www.msn.com) • Yahoo!, Inc. (www.yahoo.com) Affiliate Program: Furniture.com Affiliate Program No. of Affiliates: 11,000 Commission Rate: $4.75 per registered user referral and 5% commission on purchases MANAGEMENT Andrew L. Brooks, President and Chief Executive Officer. Previously served as chief operating officer of Channel One Network, general manager of BMG Direct Canada, a division of Bertelsmann AG, and as a consultant with McKinsey & Company. B.A. from Haverford College and M.B.A. from Harvard College. Carl Prindle, Senior Vice President of Product Development. Previously served as a consultant with McKinsey & Company, director of marketing for Product Genesis, and manager of industrial design for Design West, Inc., a design consulting firm. B.S. from Stanford University and M.B.A. from Massachusetts Institute of Technology Sloan School of Management. Guangming Lu, Chief Technical Officer. Previously served as vice president of information systems and CTO at uBid and technical development manager for Rand McNally & Company. B.S. from Huazhong University and M.S. from the University of Memphis Michael Sudik, Senior Vice President of Operations. Previously served in various positions at Bertelsmann A.G., including vice president of inventory and production for BMG Direct Marketing, and as vice president of Canadian operations & inventory/ production for BMG Direct. B.A. and M.A. from Duquesne University and M.B.A. from the University of Pittsburgh Rose Mauriello, Vice President of Sales and Customer Care. Previously served as vice president of telesales at GTE Internetworking, in various positions with Sybase, Inc., including vice president of telesales, and as inside sales manager for Lotus Development Corp. B.A. from University of Massachusetts and M.B.A. from Babson College. Kirsten A. von Hassel, Vice President of Marketing. Previously responsible for new subscriber marketing activities across all media at The New York Times and as head of member acquisition efforts at BMG Direct, a division of Bertelsmann A.G. B.A. in economics from Columbia University and M.B.A. in Marketing from Wharton.

Furniture.com Home Page

INTERNET INFRASTRUCTURE Design Consultants: USWeb/CKS Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Managed hosting Internet Connectivity: Three shared DS-3s Access Provider: Navisite, Akamai Technologies Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Microsoft Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition, proprietary applications

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Database Platform: Microsoft SQL Server Personalization: Net Perceptions Group Lens Recommendation Engine; proprietary application Affiliate Management: Be Free BFAST Payment Processing: Proprietary application, Microsoft Passport OPERATING BENCHMARKS Total Revenue 1999......................................$10.904mn 1998......................................$ 3.691mn 1997......................................$ 1.728mn Marketing Expenditures 1999......................................$33.949mn 1998......................................$ 1.426mn 1997......................................$ 0.269mn Technology Expenditures 1999........................................$6.685mn 1998........................................$1.081mn 1997...............................................$0.00 Customers 1999...........................................260,000 1998................................................... n/a 1997......................................................0

Gap Inc. Direct
The Gap, Inc. One Harrison Street San Francisco, CA 94105, U.S.A. Tel. 415-952-4400
Unique Visitors (March 2000): Reach: Rank: 1,251,000 1.9% 523

ORGANIZATION Business Sector: Clothing Founded: 1969 Employees: 140,000 total Offline Activity Storefronts: 1,781 U.S. Gap stores and 400 international Gap stores; 3,058 stores worldwide Catalogs Mailed: None Facilities: • San Bruno, CA headquarters • San Francisco, CA corporate offices • New York, NY corporate offices • Rocklin, CA data center and call center • Grove City, OH Gap Online call center • Grove City, OH Gap Online distribution center • Fresno, CA distribution center • Ventura, CA distribution center • Baltimore, MD distribution center • Gallatin, TN distribution center • Brampton, ON, Canada distribution center • Roosendaal, Netherlands distribution center • Essex, U.K. distribution center • Funabashi City, Japan distribution center Telecenter: Two in-house call centers Ownership: Public Trading Symbol: GPS (NYSE) Major Shareholders: n/a Shareholder Equity: $2.233 billion Profitable: Yes ($824.5 million profit for FY ’00) WEBSITE OVERVIEW Website: www.gap.com, www.babygap.com, www.gapkids.com, www.bananarepublic.com Site Launch: December 1996; November 1997 (commerceenabled version) Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 5,000 (approx.) products SKUs Languages: English Accepts Advertising: No Site Features: General help, contextual help, one-click ordering/quick buy Back-end Integration: Access to customer account information is integrated into website

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Gap Online Home Page

Mirror Locations: None Hardware Platform: Sun Microsystems, Intergraph Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Multiple Sun Ultra Enterprise servers Database Platform: Informix OnLine Dynamic Server Database Servers: One Sun Ultra Enterprise server Personalization: Not used Affiliate Management: Not used Other Applications: Personify Essentials, RedCart Universal Shopping Cart, Cisco Local Director, CyberCash InstaBuy, Kana Solution customer support OPERATING BENCHMARKS Total Revenue1 2 1999.........................................$11.64bn 1998.........................................$ 9.05bn 1997.........................................$ 6.51bn Advertising Expenditures1 2 1999...........................................$529mn 1998...........................................$419mn 1997...........................................$175mn

MARKETING Media: Television advertising, newspaper advertising, consumer periodical advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • Della.com (www.della.com) • EarthLink Inc. (www.wizshop.com) • GiftCertificates.com (www.giftcertificates.com) • iVillage Inc. (www.ivillage.com) • Microsoft Corp. (www.msn.com) • NBC Internet (www.snap.com) • Netcentives Inc. (www.clickrewards.com) • Prodigy Services Corp. (shopnet.prodigy.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: None MANAGEMENT Ron Beegle, Executive Vice President - Gap Inc. Direct Mitch Rhodes, Vice President, Marketing - Gap Inc. Direct INTERNET INFRASTRUCTURE Design Consultants: Fort Point Partners; Evolve Creative Design; Dataway Design Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Pilot Network Services, Inc.
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1.

2.

Fiscal year ending January 30 Based on company-wide figures because Gap does not break out data for Gap Inc. Direct.

COMMENTS The Gap is a leading U.S. retailer of casual apparel. It’s Internet operations are managed by Gap Online, which is a division within the company’s Gap Inc. Direct unit. The online business is based in San Francisco and New York and shares call-centers in Grove City, Ohio and Rocklin, California with its hardcopy catalog counterpart. Orders for Gap Online and the company’s mail order operations are fulfilled from a Grove City, Ohio distribution center. The Gap online storefront was launched in 1997, followed by online stores for GapKids and babyGap in 1998 and Banana Republic Online in 1999. An online storefront for the company’s Old Navy brand was launched in the second quarter of 2000. The company’s various online storefronts contributed approximately $25 million to top-line revenues in 1998 and an estimated $50$100 million in 1999, according to Goldman Sachs. The company views its online storefronts as an extension of its bricks-and-mortar stores. Its strategy is to re-create the experience of its physical stores in the online storefronts, enabling customers to easily switch between them whenever convenient; for example, customers purchasing items online can either return them using a prepaid return shipping label packed with the order, or they can be returned to any of the company’s physical locations.

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Garden.com, Inc.
3301 Steck Avenue Austin, TX 78757, U.S.A. Tel. 512-532-4000 Fax 512-532-4100
Unique Visitors (March 2000): Reach: Rank: 1,362,000 2.0% 469

Garden.com Online Home Page

ORGANIZATION Business Sector: Home and Garden products Founded: December 1995 Employees: 290 Offline Activity Storefronts: None Catalogs Mailed: 3.5 million Facilities: • Austin, TX, headquarters • San Francisco, CA, Fresh Stems, Cut Flowers • Des Moines, IA publishing office Telecenter: In-house call center with 25 (approx.) representatives Ownership: Public Trading Symbol: GDEN (NASDAQ) Major Shareholders: • Cliff Sharples, President and CEO • James O’Neill, Chief Operating Officer • Lisa Sharples, Chief Marketing Officer • Andy Martin, Chief Science Officer • The E.W. Scripps Company • Global Retail Partners, L.P. • Austin Ventures • Pequot Capital Management, Inc. • Oak Investment Partners • Phillips-Smith Specialty Group, III, L.P. • Patricof & Co. Ventures • Attractor LLC Financing: $100 million in five rounds and IPO Profitable: No WEBSITE OVERVIEW Website: www.garden.com, www.virtualgarden.com Site Launch: March 20, 1996 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 20,000 (approx.) product SKUs Languages: English Accepts Advertising: Yes Site Demographics: 62% female/38% male; 85% college educated; 78% married; 78% age 35+; 88% $35K+ average household income and 45% $75K+ average household income

Site Features: General help, contextual help, online realtime customer service, real-time customer-to-customer chat, customer created content Back-end Integration: Access to customer account information, order history, inventory availability, order processing and payment processing, order status, and shipment tracking are integrated into website.

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MARKETING Media: Television and radio advertising, newspaper advertising, business and consumer periodical advertising, direct mail Major Partnerships: • Excite@Home (www.home.com) • iVillage Inc. (www.ivillage.com) • Microsoft Corp. (www.msn.com) • Netcentives Inc. (www.clickrewards.com) • ShopperConnection (www.shopperconnection.com) • ThirdAge Media Inc. (www.thirdage.com) • HGTV (cable TV channel) • Horticulture Magazine (print publication) • PRIMEDIA (consumer print magazine publisher) • Southern Living (print publication) Affiliates Program: Garden.com Affiliate Program Number of Affiliates: 15,300 Commission Rate: 5-10% MANAGEMENT Cliff Sharples, President and Chief Executive Officer. Previously served as director of business development for pcOrder.com, Inc., a spin-off of Trilogy Development Group, and in various information technology and management positions with Enterprise Integration Technologies (EIT), Coopers & Lybrand Consulting Technology Advisory Services, and Practical Productions, Inc. B.S. in Information Systems from Carnegie-Mellon University and Masters in Management from Kellogg Management School of Business from Northwestern University. James O’Neill, Chief Operating Officer. Previously served as an internal consultant for W.W. Grainger, Inc.’s electronic commerce and Internet marketing initiatives and as chief operating officer of Central Atlantic Packaging. B.A. in economics from University of Wisconsin, Madison and Masters of Management from Northwestern University’s Kellogg School of Business. Lisa Sharples, Chief Marketing Officer. Previously responsible for new products promotion at Silicon Graphics, Sun Microsystems, Inc., and Standish, Ayer & Wood, Inc, and served as director of marketing for pcOrder.com, Inc. B.S. in biochemistry from Bowdoin College and Masters of Management Northwestern University’s Kellogg School of Business. Andrew Martin, Chief Science Officer. Previously employed by Trilogy Development Corp. and led development of DCE based Client Server Solution for the company’s Configuration and Selling Chain products and the Multi Internet Server software used by pcOrder. Prior to that, served as chief programmer for the System Object Model (SOM) and Distributed SOM (DSOM) at IBM Corp. Ph.D. in Computer Science from The University of Leeds.

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Jump Point Communications, Inc. Internet Connectivity: One DS-3 line Mirror Locations: Two Hardware Platform: Sun Microsystems Operating System: Solaris 7 Web Server Software: Apache Commerce Platform: Proprietary application Web Servers: Multiple Sun e450s servers Database Platform: Oracle 8i Database Servers: One Sun e4500 server Personalization: Proprietary applications Affiliate Management: BeFree BFAST Payment Processing: Signio Other Applications: Sage proprietary application server, RedCart Universal Shopping Cart OPERATING BENCHMARKS Total Revenue1 2000 (9 mos.)..............................$8.2mn 1999............................................$5.4mn 1998............................................$1.3mn 1997............................................$ 316K Sales to Repeat Customers1 2000 (Q3) ....................................... 42% 1999 (Q3) ....................................... 38% 1998...................................................n/a Marketing Expenditures1 2000 (9 mos.)............................$16.0mn 1999..........................................$13.3mn 1998..........................................$ 2.4mn 1997..........................................$ 0.9mn Development Expenditures1 2000 (9 mos.)..............................$4.8mn 1999............................................$3.2mn 1998............................................$1.2mn 1997............................................$0.9mn Registered Users (end of period)1 2000 (Q3) ...............................1,070,000 1999...........................................650,000 1998...........................................300,000
1. Fiscal year ending June 30

COMMENTS Garden.com operates online destination sites for individuals interested in all aspects of gardening. The sites -- garden.com, virtualgarden.com, and hortmag.com -provide a combination of original content, community

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features, and an online storefront offering plants, bulbs, seeds, and a wide variety of gardening tools and related items. A print magazine, Garden Escape, was launched in March 1999. The company was originally founded as Garden Escape and changed its name Garden.com in February 1999. At the end of the fiscal third quarter ending March 31, 2000, the company had more than 183,000 customers and more than 1.07 million registered users. Revenues from product sales were $2.6 million for the quarter -- repeat customers accounted for 42% of orders -- and total revenues were 3.16 million with a loss of $11.44 million. The Garden.com online storefront is supported on the back-end by a proprietary virtual supply chain system -TRELLIS -- that integrates seamlessly with the company’s network of more than 85 suppliers to create a "virtual warehouse." The TRELLIS system provides inventory availability information, submits orders to the appropriate suppliers for drop-shipment, and enables customers to check order status. The system is also integrated into FedEx's advanced automation products, providing both the company and customers with real-time shipment tracking information across the entire supplier network.

Gateway, Inc.
4545 Towne Centre Court San Diego, CA 92121, USA Tel. 858-799-3401 Fax 858-799-3402
Unique Visitors (March 2000): Reach: Rank: 2,160,000 3.2% 252

ORGANIZATION Business Sector: Computer hardware Founded: 1986 Employees: 18,700 total Offline Activity Storefronts: 260 U.S.; 58 international Catalogs Mailed: 10,000+ Facilities: • San Diego, CA headquarters • North Sioux City, SD production facility, warehouse, and customer sales and support center • North Sioux City, SD manufacturing and warehouse facility • Vermillion, SD warehouse and customer service facility • Sioux Falls, SD remanufacturing facility • Lake Forest, corporate offices • Hampton, VA manufacturing and customer support and sales facility • Salt Lake City, UT manufacturing and customer support and sales facility • Lake Forest, CA manufacturing and customer support and sales facility • Kansas City, MO customer sales and support center • Rio Rancho, NM customer support center • Colorado Springs, CO customer support center • Lakewood, CO information technology and support center • Dublin, Ireland European headquarters, production facility, and customer sales and support center • Malacca, Malaysia manufacturing facility • Kuala Lumpur, Malaysia call center • Sydney, Australia distribution facility • Yokohama, Japan customer sales and support center • Tokyo, Japan customer sales and support center • Singapore distribution facility • Hong Kong distribution facility • New Zealand manufacturing, sales, customer support facility Telecenter: 11 in-house call centers with 3,900+ sales representatives and 6,600+ customer and technical support representatives

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Ownership: Public Trading Symbol: GTW (NYSE) Shareholder Equity: $17.740 billion Profitable: Yes ($427.9 million company-wide profit for FY ’99) WEBSITE OVERVIEW Website: www.gateway.com, www.gateway2000.com, www.gatewayatwork.com Site Launch: April 1996 (commerce-enabled version) Site Type: Business-to-consumer, Business-to-business Business Model: Fixed pricing Site Size: Six lines of Gateway 2000 PCs, notebooks, servers, and workstations and 30,000+ peripherals and accessories Languages: English with international sites in German, French, Japanese, Swedish, and Dutch Accepts Advertising: No Site Features: General help, threaded discussion groups, foreign language product information and order pages Back-end Integration: Access to order status and shipment tracking are integrated into website. MARKETING Media: Television and radio advertising, newspaper advertising, business and consumer periodical advertising, direct mail Partnerships: • CNET, Inc. (CNET Premier Merchant Program) • quepasa.com (www.quepasa.com) • Virtual Emporium (www.virtualemporium.com) Affiliates Program: None MANAGEMENT Peter Ashkin, Chief Technology Officer James Pollard, Senior Vice President and Chief Information Officer Chuck Geiger, Vice President of Electronic Commerce INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom, Genuity Inc. Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Microsoft Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Database Platform: Microsoft SQL Server Personalization: Note used Affiliate Management: Not used Other Applications: Calico eSales remote configuration software, Xchange eCRM, Kana Solution customer support, iBuyLine TestDriver technology

Gateway Home Page

OPERATING BENCHMARKS Total Revenue1 1999.............................................$8.6bn 1998.............................................$7.5bn 1997.............................................$6.3bn
1. Based on sales from all sources because company does not break out data for web activity.

COMMENTS Gateway has been selling PCs through its website since 1996. Although the company does not disclose web sales figures, analysts estimate that the site accounted for almost $300 million of the company’s $8.6 billion total 1999 sales. In addition to using the Internet as a sales channel, the company is embracing it to offer new services to customers and generate additional revenue streams. Long term, the company hopes to sell help desk, remote diagnostics and asset management services, such as tracking installed systems and software, installing upgrades. Gateway announced an agreement with America Online in October 1999 in which the two companies would offer a joint Internet service. As part of the agreement, AOL agreed to invest $800 million in the company over a threeyear period. At the end of 1999, the Gateway.net ISP service boasted more than one million subscribers and an additional 300,000 were added during the first quarter of 2000. The company acquired a 7.6% stake in quepasa.com, a Spanish language content and community site, for $10 million in March 2000. At the time of the investment, Gateway indicated plans to utilize quepasa.com's position in the U.S. Hispanic community as part of its Spanishlanguage initiative.

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In February 1999, the company acquired a minority stake in the e-commerce operations of NECX Direct and jointly launched "SpotShop.com," a site that offered Gateway branded products as well as complimentary peripherals and software from leading manufacturers. In July 1999, SpotShop.com was integrated into the Gateway website where it is now called the "Accessory Store."

Grainger.com
W.W. Grainger, Inc. 455 Knightsbridge Parkway Lincolnshire, IL 60069, U.S.A. Tel. 847-982-9000
Unique Visitors (March 2000): Reach: Rank: 75,000 0.1% 9,365

ORGANIZATION Business Sector: MRO supplies Founded: 1927 Employees: 15,299 total (web staff: n/a) Offline Activity Storefronts: 348 U.S. Catalogs Mailed: 2mn (print), 150,000 (CD-ROM) Facilities: • Lincolnshire, IL Grainger.com headquarters • Niles, IL national distribution center • Kansas City, MO regional distribution center • Greenville, SC regional distribution center • Six zone distribution centers across U.S. Telecenter: n/a Ownership: Public Trading Symbol: GWW (NYSE) Major Shareholders: n/a Shareholder Equity: $1.332 billion Profitable: Yes ($180.731 million profit from all operations in FY ’99) WEBSITE OVERVIEW Website: www.grainger.com, www.orderzone.com, www.findmro.com, www.totalmro.com Site Launch: June 1995 Site Type: Business-to-business Business Model: Fixed pricing and negotiated/auction pricing Site Size: 220,000+ products in 19 categories Languages: English Accepts Advertising: No Site Features: General help, contextual help, one-click ordering/quick buy, online real-time customer service Back-end Integration: Access to inventory availability and order processing are integrated into website. MARKETING Media: Radio advertising, consumer and business periodical advertising, direct mail Partnerships: • Ariba, Inc. (Ariba.com Network) • Commerce One, Inc. (BuySite software) • Commerce One, Inc. (MarketSite.trading portal)

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Intelisys Electronic Commerce, LLC (i-Procurement software) • PSDI (www.mro.com) • PSDI (MAXIMO software) • SAP AG (B2B Procurement software) Affiliates Program: None MANAGEMENT Elizabeth Olig, President of New Ventures, W.W. Grainger Donald Bielinski, Group President-Emerging Businesses James Ryan, President, Grainger.com Jody Yeganeh, Marketing Director, Grainger.com Daniel Hamburger, President, OrderZone.com Robert Wasserman, Vice President, Grainger Internet Commerce and head Grainger Auctions Tom Condon, Vice President of eBusiness Sales INTERNET INFRASTRUCTURE Design Consultants: Xpedior, MarchFirst, Broadvision. Site Maintenance: In-house staff Hosting Arrangement: Managed hosting by Digex Access Provider: Inter Access Company, IBM Corp. Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server 2.01 Commerce Platform: Broadvision Commerce; proprietary applications Web Servers: One Sun Netra server Database Platform: Oracle Database Servers: One Sun Netra server Personalization: Broadvision One-to-One Affiliate Management: Not used Payment Processing: Not used; orders processed using pre-existing Grainger account number Other Applications: OnDisplay CenterStage, FairMarket AuctionPlace, BEA WebLogic Commerce Server, webMethods B2Bi, Requisite Technology BugsEye OPERATING BENCHMARKS Total Revenue 1999.........................................$4.534bn 1998.........................................$4.341bn 1997.........................................$4.137bn Online Sales 1999...........................................$102mn 1998...........................................$ 13mn 1997................................................... n/a COMMENTS W.W. Grainger is a leading distributor of industrial MRO (maintenance, repairs, and operations) supplies, serving more than 1.3 million customers in North America. The company launched its original Grainger.com site in

Grainger Home Page

1995 and in January 1999 separated its Internet businesses into three distinct units: Grainger.com, OrderZone.com, and Grainger Auctions. Grainger.com is the company’s flagship site and enables customers to search its catalog of more than 220,000 products and place their orders online. OrderZone.com was launched in May 1999 as a multidistributor site that enables users to purchase products from a number of different suppliers through a single order and receive one invoice. Eight suppliers, offering more than 420,000 products SKUs, currently participate in OrderZone.com. Grainger Auctions was launched in November 1999 and serves as an outlet to move discontinued inventory for the company’s various operating units. The company is planning to open the site to other suppliers. FindMRO.com, launched in November 1999, is operated separately as an Internet-based sourcing center for indirect material spot buys. The service is built around 85

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a database of more than 12,000 suppliers and five million products. In March 2000, TotalMRO.com was launched as a onestop, Internet-based MRO supplies solution that provides customers real-time access to product information, contract pricing, and availability for several million products and services from major MRO distributors. Customers access TotalMRO.com through e-commerce platforms such as market exchanges and portals. The annualized run rate for Grainger.com in 2000, based on year-end 1999 activity, is estimated by the company at more than $200 million. Revenue at the company’s other “Digital Businesses” -- OrderZone.com and FindMRO.com -- totaled $2.98 million from product sales and service fees during 1999. Expenditures at Grainger.com were $20.90 million in 1999 and $6.70 million in 1998. Expenditures at OrderZone.com and FindMRO.com were $23.50 million in 1999 and $8.60 million in 1998. Operating losses for the Digital Businesses were $20.56 million in 1999 and $8.09 million in 1998; the company did not breakout results for Grainger.com. For the first quarter ending March 31, 2000, the company reported total sales of $1.2 billion and sales of $62 million from its suite of five business-to-business Internet sites. The 2000 run rate for online sales was approximately $300 million, based on end-of-quarter levels. The company also reports that it invested an additional $25 million in its Internet sites during the first quarter.

HomeGrocer.com, Inc.
10230 N.E. Points Drive, Kirkland, Washington 98033, U.S.A. Tel. 425-201-7500 Fax 425-201-7575
Unique Visitors (March 2000): Reach: Rank: 120,000 0.2% 6,117

ORGANIZATION Business Sector: Groceries Founded: September 1997 Employees: 1,060 (128 IT staff) (1/1/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Kirkland, WA headquarters • Renton, WA customer fulfillment center • Tualatin, OR customer fulfillment center • Fullerton, CA customer fulfillment center • Carson, CA customer fulfillment center • Irvine, CA customer fulfillment center • Azusa, CA customer fulfillment center • Dallas, TX customer fulfillment center* • San Diego, CA customer fulfillment center* • Stamford, CT customer fulfillment center* • Atlanta, GA customer fulfillment center* • Washington, D.C. customer fulfillment center* • Chicago, IL customer fulfillment center* • San Francisco, CA customer fulfillment center* * Facility leased but not in operation as of 5/1/00 Telecenter: n/a Ownership: Public Trading Symbol: HOMG (NASDAQ) Major Shareholders • Amazon.com Inc. (22%) • Kleiner Perkins Caufield & Byers (11%) • Hummer Winblad Venture Partners (11%) • Barksdale Group (5%) • J. Terrence Drayton, President (5%) • Mary Alice Taylor, CEO (5%) Financing: $498.2 million in four rounds and IPO Profitable: No ($83.993 million loss for FY ’99) WEBSITE OVERVIEW Website: www.homegrocer.com Site Launch: June 1998 Site Type: Business-to-consumer Site Version: 2.0 Business Model: Fixed pricing Site Size: 15,000 products (approx.)

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Languages: English Accepts Advertising: No Site Features: General help Back-end Integration: Access to customer account information, inventory availability, order processing and payment processing are integrated into website. MARKETING Media: Television and radio advertising, direct mail Partnerships: • Amazon.com Inc. (www.amazon.com) • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) Affiliate Program: None MANAGEMENT Mary Alice Taylor, Chairman and Chief Executive Officer. Previously served as executive vice president of Global Operations and Technology for Citigroup, in various positions at Federal Express, including senior vice president of Ground Operations, and as financial planning manager of U.S. Operations with Northern Telecom, controller at Cook Investment Properties, and senior accountant, oil and gas explorations at Shell Oil. B.A. in finance from Mississippi State University. J. Terrence Drayton, President. Previously served as president of Terran Ventures, Inc., a venture capital and consulting company, and as a co-founder and senior manager of Aquaterra, a Canadian bottled water company, and Laurentian Spring Valley Water. B.Comm. from the University of Calgary and M.B.A. from York University. Daniel Lee, Chief Financial Officer. Previously served as senior vice president of finance and development and CFO for Mirage Resorts, director of equity research for CS First Boston, and in various positions with the investment bank Drexel Burnham Lambert. B.S. and M.B.A. from Cornell University Rex Carter, Vice President of Systems Development and Technology. Previously served as senior vice president and chief information officer for Carlson Companies, senior manager with EDS, vice president of telecommunications and technology centers for the subsidiary companies of Texas Air Corp., and as a consultant with Booz, Allen & Hamilton. B.S. in engineering from Purdue University. Ken Deering, Vice President of Storefront. Previously served as an independent management consultant through Heldeer Ventures, vice president of sales and marketing for Offshore Systems, and in various marketing and operations positions at Glenayre Technologies. Sales and marketing management diploma from the University of British Columbia. Robert Duffy, Chief Information Officer. Previously served as a management consultant at Analytical Software,

HomeGrocer.com Home Page

BEST Consulting and Andersen Consulting. Also served as a software engineer with NASA's Johnson Space Center. B.S. in applied mathematics/operations research from the University of Tulsa Corwin Karaffa, Senior Vice President of Operations. Previously served as vice president of distribution of Certified Grocers of California and in various management positions with Procter & Gamble, including manager of distribution development. B.S. in political science from the United States Naval Academy. Jonathan Landers, Senior Vice President of Marketing and Sales. Previously served as vice president of marketing for Norm Thompson Outfitters, vice president of corporate marketing and new business development for the National Geographic Society, interim vice president of corporate marketing for Russell Athletic, president and CEO of Neuhaus (U.S.A.), a Belgian chocolate retailer. and in various positions at subsidiaries of Sara Lee. B.A. in government from Bowdoin College and M.B.A. from Columbia University. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Internet Connectivity: n/a Access Provider: InterNAP Network Services Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Stronghold/Apache Commerce Platform: Proprietary Java applications Web Servers: Multiple Sun Enterprise 3500 and 4500 servers Database Platform: Oracle 8i Database Servers: See “Web Servers” above

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Personalization: Net Perceptions Group Lens Recommendation Engine Affiliate Management: Not used Payment Processing: Proprietary applications Other Applications: Vignette content management software; E.piphany E.4; F5 Networks BIG-IP load balancing software; SAS Institute visitor analysis software; Mercury Interactive WinRunner, LoadRunner and Test Director. OPERATING BENCHMARKS Total Revenue 1999.................................$21.65mn 1998.................................$ 1.09mn 1997.................................$ 0.0mn Marketing Expenditures 1999.....................................$7.7mn 1998.....................................$1.0mn 1997.....................................$0.1mn Total Customers (end of period) 1999......................................55,000 COMMENTS HomeGrocer.com is the largest online grocer -- based on sales -- offering a selection of fresh fruit and vegetables, dairy products, baked goods, meat and fish, non-perishable items and household products, health and beauty products, wine and beer, fresh flowers, pet products, home office supplies, postage stamps, seasonal items and top-selling books, video games and movies. Customers order through the company's website at any time up to 11:00 p.m. and then select a 90-minute window for next day delivery. First-time orders and all orders over $75.00 are delivered free. The company has served the Seattle area since June 1998, Portland, OR (May ‘99), Orange County, CA (September ‘99) and Los Angeles, CA (January ‘00). During 1999, the company made deliveries to more than 55,000 different households. Approximately 64% of orders in 1999 came from repeat customers and approximately 36,000 customers placed at least two orders during the twelve-month period. Total revenue in the first quarter ending April 1, 2000 increased to $21.2 million with a loss of $43.47 million. Repeat customers accounted for 77% of orders during the quarter. The company plans to expand into eight to ten new metro areas -- down from 20 forecast during 1999 -- and add approximately two million square feet of warehouse space, more than 1,000 new delivery trucks, and up to 7,000 new employees during 2000. HomeGrocer.com estimates the cost of entry into each new market at $9 to $15 million, approximately $4-7 million to outfit the customer fulfillment center and $5-8 million for brand development, marketing and other promotional activities.

HomePoint Corp.
531 South Main Street, Suite 200 Greenville, SC 29601, U.S.A. Tel. 864-678-1500 Fax 864-678-1600
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

ORGANIZATION Business Sector: Gardening/Home furnishings Founded: August 1998 Employees: 165 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Greenville, SC headquarters Telecenter: In-house call center with 40 representatives Ownership: Private Trading Symbol: none Major Shareholders • Thomas Lee.Putnam Internet Partners • Catterton Partners • GE Equity • Granite Private Equity, II, LLC. Financing: $75 million in two rounds Profitable: No WEBSITE OVERVIEW Website: www.homepoint.com Site Launch: December 1998 Site Version: 2.0 Site Type: Business-to-business Business Model: Fixed pricing Site Size: 60,000 SKUs (approx.) Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, and customer created content; contextual help, online realtime customer service, threaded discussions, and real-time customer-to-customer chat features are planned. Back-end Integration: Access to order history, inventory availability, order processing and order status are integrated into website; web access to customer account information, payment processing, and shipment tracking are planned. MARKETING Media: Radio advertising, newspaper advertising, and business periodical advertising Partnerships: None Affiliates Program: None

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MANAGEMENT Michael R. West, President and Chief Executive Officer. Previously served as vice president of business development and strategic planning for ZCI Integrated Solutions. B.S. in Marketing Management from University of Tennessee. Daniel H. Christie, Chief Financial Officer. Previously served as CFO for Datastream Systems and in various positions at Digital Equipment Corp. B.A. in Economics from Colgate University and M.B.A. from Cornell University. Barbara E. Jessen-White, Chief Information Officer. Previously served as vice president of e-business solutions for ECWerks, Inc. and initiated and led the development of electronic commerce tools for Tech Data Corp. B.S. in Finance and M.B.A. from the University of South Florida. Cody S. McGarraugh, Senior Vice President of Business Development. Previously served as vice president of equity research for Scott & Stringfellow, Inc., a leading investment bank for the home furnishings and consumer products industries and as a vice president of equity research at Arneson, Kerchiville & Associates in San Antonio, TX. B.S. in Economics from Texas Christian University. Melissa G. Selig, Controller, CPA. Previously served as controller for Claremont Technology Group and as a senior, staff, and assistant accountant for KPMG Peat Marwick. B.S. in Mathematics and M.S. in Management from North Carolina State University; Masters of Accounting from University of North Carolina at Chapel Hill. INTERNET INFRASTRUCTURE Design Consultants: In-house, Interworld, and Ericcson Site Maintenance: In-house staff Hosting Arrangement: Co-located servers Access Provider: Global Crossing GlobalCenter Internet Connectivity: 100 Mbps Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris 2.6 Web Server Software: Netscape, Apache Commerce Platform: Interworld Commerce Exchange Web Servers: Two Application Servers: Two Database Platform: Oracle Database Servers: Two Personalization: Under consideration Affiliate Management: Not used Payment Processing: n/a Other Applications: Adobe Photoshop, Macromedia Fireworks COMMENTS HomePoint Corp. employs the Internet to connect home furnishings manufacturers, suppliers, and retailers into

HomePoint Home Page

what it calls the HomePoint Advantage Network. This extranet enables member companies to expand their product offerings and compress distribution cycles so that ultimately consumers have greater access to what they want, and will receive it sooner than expected. With hundreds of retailers and manufacturers already a part of the HomePoint Advantage Network

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IMX Exchange
2305 Camino Ramon, Suite 200 San Ramon, CA 94583, U.S.A. Tel. (925) 983-1707 Fax (925) 983-1705
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

IMX Exchange Home Page

ORGANIZATION Sector: Financial services/Banking/Brokerage Founded: 1995 Employees: 128 (15 Web Staff) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: San Ramon, CA headquarters Telecenter: In-house call center with 40 customer service representatives Ownership: Private Trading Symbol: None Major Shareholders • Hummer Winblad Ventures (28.7%) • Mohr Davidow Ventures (13.3%) • Lehman Brothers (11.0%) • Technology Crossover Ventures (10.5%) • Citicorp, Inc. (5.5%) Financing: $55.5 million Profitable: No ($13.224 million loss for FY ’99) WEBSITE OVERVIEW Website: www.imxexchange.com Site Launch: 1997 Site Version: 4.0 Site Type: Business-to-business Business Model: Auction/Negotiated Pricing Languages: English Accepts Advertising: No Site Features: General help, contextual help; threaded discussions and customer created content are planned Back-end Integration: Access to customer account information, order history, inventory availability, transaction processing, and transaction status are integrated into website. MARKETING Media: Newspaper advertising, business periodicals, and direct mail; broadcast radio and broadcast television advertising under consideration Partnerships: • LoanUpdate (www.loanupdate.com) • MyersInternet (www.meyers.com) 90

Affiliates Program: Planned Number of affiliates: None Commission Rate: None MANAGEMENT Richard Wilkes, Chief Executive Officer. Previously served as CEO of four mortgage banking companies owned and operated by MacAndrews & Forbes Holdings, Inc., including First Nationwide Mortgage and First Gibraltar Mortgage, and as chairman and CEO of North American Mortgage Company. B.S. in Economics and Finance from the University of Houston. Jeff Pullen, Chief Financial Officer. Previously served as vice president of finance at Baker Petrolite Corp. and as an auditor, consultant and partner in the Financial Advisory Services unit at PricewaterhouseCoopers. B.S. in Business Administration/Accounting from the University of Nebraska. Erin Esparza, Senior Vice President of Marketing. Previously associated with Intel's corporate business development effort where she was responsible for making venture capital investments in support of the company's strategic objectives, including Intel's investment in IMX Exchange. Also served in various management positions in product marketing for Intel and as a consultant with the Boston Consulting Group. B.A. in Economics from Harvard University.
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Robbie Mihalyi, Senior Vice President of Engineering and Technology. Previously served as director of the SQL server development division of Sybase. Attended the Human and Real Sciences University in Europe and currently working towards M.B.A. Kevin Gillespie, Senior Vice President, Sales. Previously served as a retail loan manager of First Gibraltar Mortgage, national loan production manager for First Nationwide Mortgage Corp. and for Weyerhaeuser Mortgage, and as executive vice president of Internet and wholesale B2B channels for FiNet.com. A.A. degree from Owens College. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Windows NT, Solaris UNIX Web Server Software: Stronghold Apache; Microsoft IIS Commerce Platform: Proprietary applications Web Servers: One Application Servers: One Database Platform: Oracle Database Servers: One Personalization: Under consideration Affiliate Management: Not used Payment Processing: Not used OPERATING BENCHMARKS Total Revenue 1999.........................................$319,000 1998.........................................$598,000 1997.........................................$ 44,000 Marketing Expenditures 1999..........................................$5.56mn 1998..........................................$2.97mn 1997..........................................$1.70mn Technical Development Expenditures 1999..........................................$1.74mn 1998..........................................$1.08mn 1997..........................................$0.97mn COMMENTS IMX Exchange operates an online marketplace for the wholesale mortgage industry. The company differs from business-to-consumer mortgage sites -- such as iOwn and E-Loan -- which bridge the gap between the consumer and lenders, and instead provides a business-to-business service which links mortgage brokers to prospective lenders.

The company operates an online bid/ask exchange -similar to the NASDAQ stock market -- between more than 1,300 mortgage brokers across 42 states and a network of national, regional, and local mortgage lenders. The exchange enables participating lenders to see and bid on individual loans in real-time as they’re posted by member brokers. More than $1.8 billion in mortgage assets have been traded on the network to-date. In March 2000, the company filed a registration statement with the SEC to sell stock to the public in an IPO. The company announced in June 2000 that it had cancelled its plans for an IPO -- instead opting for additional funding from its existing investors -- and was withdrawing its registration statement.

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Ingram Micro Inc.
1600 East St. Andrews Place Santa Ana, CA 92799, U.S.A. Tel. 714-566-1000 Fax 714-566-7900
Unique Visitors (March 2000): Reach: Rank: 72,000 0.1% 9,745

Ingram Micro Home Page

ORGANIZATION Business Sector: Computer hardware/software Founded: 1979 Employees: 15,363 total worldwide Offline Activity Storefronts: None Catalogs Mailed: None Principal U.S. Facilities: • Santa Ana, CA headquarters • Williamsville, NY Eastern operations center • Fullerton, CA distribution facility • Newark, CA distribution facility • Miami, FL distribution facility • Carol Stream, IL distribution facility • Jonestown, PA distribution facility • Millington, TN distribution facility • Carrollton, TX distribution facility • Santa Ana, CA returns processing center • Memphis, TN assembly/integration center • 63 international distribution centers in 29 countries Ownership: Public Trading Symbol: IM (NYSE) Major Shareholders: • Ingram Family (48%) Shareholder Equity: $1.967 billion Profitable: Yes ($183.42 million profit for FY ’00) WEBSITE OVERVIEW Website: www.ingrammicro.com Site Launch: July 1996 Site Version: 2.0 Site Type: Business-to-business Business Model: Fixed pricing, auction/negotiated pricing (Auction Block) Site Size: 250,000+ product SKUs; 50,000+ content pages Languages: English Accepts Advertising: No Site Features: General help Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, and order status are integrated into website.

MARKETING Media: Business periodical advertising, direct mail Partnerships: None Affiliates Program: None MANAGEMENT Guy Abramo, Senior Vice President and Chief Information Officer Patrick Collins, Senior Vice President of Sales Jerry Lumpkin, Senior Vice President of Marketing INTERNET INFRASTRUCTURE Design Consultants: KPMG High Tech Consulting Group Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Sprint Internet Services, Global Crossing Internet Connectivity: Two shared DS-3 lines Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server 3.06 Commerce Platform: Proprietary applications Web Servers: One Sun Enterprise 10000 server Application Servers: One Sun Enterprise 10000 server Database Platform: Oracle; real-time links to back-end proprietary IMpulse ERP system for inventory availability and customer account information Database Servers: None; application server links to backend database via Java applications/Enterprise JavaBeans components Personalization: Planned Affiliate Management: Not used

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Payment Processing: Open Market Transact, proprietary applications Other Applications: Vignette StoryServer, pcOrder configurator and technical notes OPERATING BENCHMARKS Total Revenue1 1999........................................$28.07mn 1998.........................................$22.03bn 1997.........................................$16.58bn International Sales1 1999.................................................40% 1998.................................................35% 1997.................................................31% Active Customers (end of period)1 1999...........................................175,000 (approx.) 1998...........................................140,000 (approx.) 1997...........................................100,000 (approx.)
1. Based on sales from all sources because company does not breakout data for web activity

approximately $250 million during the first three months of 2000. The company added an online, real-time auction service -- Auction Block -- to its site in 1998, enabling resellers to bid on unopened products which are either discontinued, contained in damaged packaging, or are otherwise not returnable to suppliers. The company is a supporter of RosettaNet. It is also a partner in Viacore, which is developing an e-commerce hub -- based on the RosettaNet specification -- that enables companies to exchange real-time business information.

COMMENTS Ingram Micro is the computer industry’s leading distributor, stocking more than 280,000 product SKUs from over 1,700 hardware manufacturers, networking equipment suppliers, and software publishers. The company’s customers consist of more than 175,000 resellers in over 100 countries. Ingram subsidiaries or offices are located in more than 30 countries worldwide. The company established an eSolutions Group in May 1999 to manage its website and Internet initiatives. The Ingram website was completely re-designed and rearchitected in 1999. The site provides resellers in the U.S. and Canada access to product and technical information, real-time contract pricing and quote generation, product allocations, inventory availability across every Ingram warehouse, custom system configuration, online ordering, purchase-order financing, and order status information. The company plans to extend the availability of all of its site’s features to the rest of its international customers during 2000; Internet ordering is already available in 17 countries. Online sales were an estimated $3 billion -- or 11% of total revenue -- during 1999. In addition to serving VARs (Value-Added Resellers), the company provides the back-end e-commerce engine for numerous online computer hardware and software resellers, including BUY.COM, Outpost.com, and approximately 32 other Internet resellers. The company’s InsideLine service enables online retailers to link directly to Ingram’s mainframe inventory systems for real-time inventory availability. The company also provides outsourced warehouse and distribution services to Internet resellers. Total sales to Internet resellers were

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InsWeb Corp.
901 Marshall Street Redwood City, CA 94063, U.S.A. Tel. 650-298-9100 Fax 650-298-9101
Unique Visitors (March 2000): Reach: Rank: 2,175,000 3.2% 247

InsWeb Home Page

ORGANIZATION Business Sector: Financial services/Banking/Brokerage Founded: March 1995 Employees: 270 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Redwood City, CA headquarters • Westlake Village, CA customer service facility Telecenter: One in-house call center Ownership: Public Trading Symbol: INSW (NASDAQ) Major Shareholders: • Hussein Enan, CEO (15%) • Softbank Corp. (27%) • Nationwide Mutual Insurance (9%) • Insurance Information Exchange (7%) • Century Capital (4%) Financing: $188.26 million in three rounds and IPO Profitable: No ($36.2 million loss for FY ’99) WEBSITE OVERVIEW Website: www.insweb.com Site Launch: October 1995 Site Type: Business-to-consumer, business-to-business Business Model: Commission-based Site Size: 50+ insurance carriers, 10,000+ content pages Languages: English Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service Back-end Integration: Access to customer account information and transaction processing are integrated into website. MARKETING Media: Radio and television advertising, consumer periodical advertising Representative Partnerships: • America Online (www.netscape.com) • America Online (www.compuserve.com) • America Online (www.digitalcity.com) • AllApartments (www.allapartments.com) 94

• • • • • • • • • • • • • • • • • • • • • • • • • • • • •

AutoMall.com (www.automall.com) Banx.com Inc. (www.banxquote.com) Capital One (www.capitalone.com) Cars.com (www.cars.com) CarPrices.com (www.carprices.com) CarSmart Network (www.carsmart.com) Consumers Car Club (www.carclub.com) coolsavings.com inc. (www.coolsavings.com) eHealthInsurance (www eHealthInsurance.com) E-Loan Inc. (www.eloan.com) E*Trade Group Inc. (www.etrade.com) GO Network (www.go.com) Go2Net Inc. (www.go2net.com) InfoSpace Inc. (www.infospace.com) LifeMinders.com (www.lifeminders.com) LookSmart Ltd. (www.looksmart.com) Microsoft Corp. (www.msn.com) Morningstar Inc. (www.morningstar.com) NBC Internet (www.snap.com) NextCard Inc. (www.nextcard.com) Prodigy Communications (www.prodigy.com) Realtors Information Network (www.realtor.com) Recycler Classified (www.recycler.com) Time Inc. (www.money.com) USA Today (www.usatoday.com) Wingspan Bank.com (www.wingspan.com) Yahoo!, Inc. (insurance.yahoo.com) ZDnet (www.zdnet.com) InsWeb has negotiated more than 180 marketing partnerships as of March 31, 2000 Affiliates Program: InsWeb Associates Program Number of Affiliates: n/a Commission Rate: $2.00-3.00 for each e-mail quotation and $3.00-4.00 for each instant quotation based on monthly volume

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The eCommerce Almanac

MANAGEMENT Hussein Enan, Chairman and Chief Executive Officer. Previously founded Enan & Company, a reinsurance intermediary, served as a general partner of E.W. Blanch and in various executive positions at BEP International. Graduate of the American University in Cairo, Egypt. Mark Guthrie, Chief Operations Officer. Previously served in various positions at Industrial Indemnity, including senior operating officer of national programs, and in the International Accounting Division of Intel Corp. B.A. in business administration and finance from California State University, Chico and Master's degree in International Management from the University of Boston in Brussels, Belgium. Kevin Keegan, President-Insurance Services Group. Previously served in various positions at database publisher Marshall & Swift, including as president and COO and vice president of marketing, and in various positions for several McGraw-Hill companies, including vice president of manufacturing for the Sweets Division. B.S. in business administration from Ohio State University. Keith Lippiatt, Chief Technology Officer. Previously served in various management positions at Andersen Consulting. B.S. in management science from University of California, San Diego. Marc Barach, Chief Marketing Officer INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom, SAVVIS Communications, AT&T Internet Connectivity: Three DS-3 lines Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications Web Servers: Multiple Pentium servers Application Servers: Multiple Pentium servers Database Platform: Microsoft SQL Server Database Servers: Multiple Pentium servers Personalization: Not used Affiliate Management: Proprietary application Payment Processing: n/a Other Applications: Broadbase customer analysis software OPERATING BENCHMARKS Total Revenue 1999........................................$21.84mn 1998........................................$ 4.31mn 1997........................................$ 0.75mn

Marketing Expenditures 1999........................................$33.48mn 1998........................................$ 8.95mn 1997........................................$ 3.17mn Development Expenditures 1999........................................$ 8.87mn 1998........................................$10.08mn 1997........................................$ 3.21mn COMMENTS InsWeb has created an online insurance marketplace that links consumers directly with insurance companies and enables comparison shopping for auto, life, health, homeowners, renters, and pet insurance coverage. The company offers coverage in 41 to 50 states, depending upon the type of policy. In December 1998, the company also announced a joint venture with Softbank Corp. to launch InsWeb Japan K.K. which will sell insurance online in Japan and South Korea; InsWeb currently owns 25% of the venture. Total revenue for the first quarter ending March 31, 2000 was $8.6 million with a loss of $13.1 million. The company’s principal revenue source are transaction fees for each qualified lead received -- whether or not the consumer actually purchases an insurance policy. Participating insurance companies also pay development fees to create the customized interface between their own systems and the InsWeb site, together with maintenance fees for periodic upgrades, changes to a company’s information on InsWeb servers, the addition of new products, and changes in geographic coverage. The InsWeb website enables individuals to create a personal profile prior to requesting quotes for specific types of insurance coverage. The company currently aggregates this profile data to provide specialized, Internet-focused marketing reports to participating auto and term life insurance companies. There are currently more than 5.8 million consumer profiles in the InsWeb database and the number is growing by approximately 1.2 million per quarter. The company has developed proprietary filtering software which uses criteria set by each participating insurance company to analyze a consumer's profile and determine whether it fits within the company's targeted risk profiles. Additionally, the software indicates to each insurer what impact a particular filter has on the number of leads it receives and enables them to make changes. From the consumer’s perspective, the filtering ensures that they see only quotes from companies who are interested in doing business with them. The company has also developed proprietary transmission software components which custom format consumer profile data for real-time communication with each participating insurance company based on the requirements of its own systems.

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International Business Machines
New Orchard Rd Armonk, NY 10504, U.S.A. Tel. 914-499-1900
Unique Visitors (March 2000): Reach: Rank: 1,248,000 1.9% 437

IBM Home Page

ORGANIZATION Market Sector: Computer hardware, software, and consulting services Founded: 1911 Employees: 291,067 (Web Staff: 1,000) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: N/A Telecenter: 30 In-house call centers with 6,000 (approx.) representatives Ownership: Public Trading Symbol: IBM (NYSE) Major Shareholders: N/A Shareholder Equity: $20.511 billion Profitable: Yes ($7.692 billion company-wide profit in FY ’99) WEBSITE OVERVIEW Website: www.ibm.com Site Launch: 1994 Site Version: 9th redesign Site Type: Business-to-business, business-to-consumer Business Model: Fixed pricing Site Size: 14,000 (approx.) SKUs Languages: 79 country-specific sites in English, Spanish, Portuguese, French, Japanese, Chinese, Dutch, German, Italian, Russian, Polish, Greek, Hebrew, and six other languages Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service, foreign language product information and foreign language order pages; threaded discussions and real-time customer-to-customer chat are planned Back-end Integration: Access to customer order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website; web access to customer account information is planned.

MARKETING Media: Broadcast radio and television advertising, newspaper advertising, business and consumer periodical advertising, and direct mail Partnerships: • ThirdAge Media Inc. (www.thirdage.com) Affiliate Program: IBM Affiliate Program No. of Affiliates: n/a Commission Rate: 1-4% of order value based of product sold MANAGEMENT Louis V. Gerstner, Chief Executive Officer John R. Joyce, Chief Financial Officer Abby Kohnstam, Senior Vice President, Marketing Bruce Harrald, Senior Vice President, Strategy David Leip, Webmaster INTERNET INFRASTRUCTURE Design Consultants: Ogilvy One, RGA Interactive, THINK New Ideas, and Modem Media Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Managed hosting Access Provider: IBM Global Services’ Events Infrastructure Internet Connectivity: Redundant DS-3 lines Mirror Locations: None; site is hosted in multiple (4) U.S. locations with architecture replicated at each location and each sharing the same filespace for four- way redundancy Hardware Platform: IBM RS/6000 Operating System: AIX Web Server Software: IBM Domino Go Webserver Commerce Platform: Lotus Websphere Web Servers: 12 servers Application Servers: 12 (approx.) servers Database Platform: IBM Universal Database

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Database Servers: 3 servers Personalization: Lotus Websphere Affiliate Management: Proprietary application Payment Processing: Lotus Websphere Other Applications: Tivoli site monitoring software OPERATING BENCHMARKS Total Revenue1 1999.........................................$87.55bn 1998.........................................$81.67bn 1997.........................................$78.51bn Total Advertising Expenditures1 1999...........................................$1.76bn 1998...........................................$1.68bn 1997...........................................$1.71bn
1. 2. Based on sales from all sources because company does not breakout data for the online channel Based on total advertising budget because company does not breakout data for the online channel

iOwn
333 Bryant Street San Francisco, CA 94107, U.S.A. Tel. 415-618-3600 Fax 415-618-3501
Unique Visitors (March 2000): Reach: Rank: 325,000 0.5% 1,996

ORGANIZATION Business Sector: Banking/Brokerage/Financial Services Founded: October 1996 as HomeShark, Inc. Employees: 288 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • Martinez, CA loan processing facility • Santa Clara, CA engineering facility • Calabasis, CA Genesis 2000 subsidiary • Miami, FL HomeBuilders Financial Network subsidiary Telecenter: In-house call center Ownership: Private (IPO pending) Trading Symbol: IOWN (NASDAQ) Major Shareholders: • Ned Hoyt, Chief Executive Officer • Doll Capital Management • ABN-AMRO • Altos Ventures • NIF Ventures • Tribune Ventures • CIBC • Discovery Ventures • Hyperion Partners II, L.P. • Lehman Brothers • Times-Mirror Corp • Pulitzer Corporation • Weiss, Peck & Greer Venture Partners Financing: $59.269 million in four rounds Profitable: No ($49.834 million loss for FY ‘99) WEBSITE OVERVIEW Web site: www.iown.com Site Launch: June 1997 Site Type: Business-to-consumer Business Model: Commission based Site Size: Loan offerings from 36 lenders; available in 49 states Languages: English Accepts Advertising: Yes

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The eCommerce Almanac • Owners.com Inc. (www.owners.com) • Quote.com Inc. (www.quote.com) • SINA.com (www.sinanet.com) • NBC Internet (www.snap.com) • FutureSteps Affiliates Program: iOwn Affiliate Program No. of Affiliates: 100+ Commission Rate: Per-click and per-lead payment rate options available MANAGEMENT Edward Hoyt, Chief Executive Officer Paul Holmes, President and Chief Operating Officer William Terry, Vice President, Finance and Chief Financial Officer Baron Wilhelm, Vice President, Affinity and Wholesale Lending Charles Reed, Vice President, Capital Markets Marcia Donner, Vice President, Customer Service and Operations Michael Zimmerman, Vice President, Consumer Channel Kevin Flood, Vice President, Engineering Jennifer A.M. Marshall, Vice President, Product Development Laura Piltz, Vice President, Marketing INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Managed hosting Access Provider: Global Crossing Global Center, AboveNet Communications Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT and Linux Web Server Software: Microsoft IIS and Apache Commerce Platform: Proprietary applications Web Servers: 20 Database Platform: Microsoft SQL Server and Oracle 8 Database Servers: Five Personalization: Not used Affiliate Management: Proprietary application OPERATING BENCHMARKS Total Revenue 1999........................................$14.77mn 1998........................................$ 1.31mn 1997........................................$ 0.07mn Transaction Revenue 1999..........................................$9.02mn 1998..........................................$1.22mn 1997..........................................$0.05mn

iOwn Home Page

Site Demographics: 70% male/30% female, 75% graduated college, 65% aged 35-54 years old, 50% have $100K+ household income Site Features: General help, contextual help Back-end Integration: Access to customer account information, transaction processing, transaction status, are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising Major Partnerships: • AT&T WorldNet (www.att.net) • America Online (www.digitalcities.com) • America Online (www.netscape.com) • Ameritrade Holding Corp. (www.ameritrade.com) • BellSouth.net (www.bellsouth.net) • CFN (www.youdecide.com) • Classified Ventures (www.classifiedventures.com) • CyberHomes (www.cyberhomes.com) • Earthlink/MindSpring (www.wizshop.com) • Hardware.com (Superbuild) • Harmon Homes • Homes.com Inc. (www.homes.com) • Homefair.com (www.homefair.com) • HomeWareHouse Inc. (www.homewarehouse.com) • Hoovers Inc. (www.hoovers.com) • Infospace Inc. (www.infospace.com) • Netcentives Inc. (www.clickrewards.com) • OnMoney (www.onmoney.com)

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Marketing Expenditures 1999........................................$19.13mn 1998........................................$ 6.11mn 1997........................................$ 0.57mn Development Expenditures 1999........................................$10.39mn 1998........................................$ 4.79mn 1997........................................$ 0.97mn Loan Volume 1999......................................$511.45mn 1998......................................$192.39mn 1997......................................$ 8.61mn Total Loans Closed 1999...............................................3,200 1998...............................................1,028 1997....................................................38 COMMENTS iOwn provides mortgage financing services and related home-buying and homeownership information through its website at www.iown.com. The company launched its online mortgage brokerage in July 1997, under the name HomeShark, and closed its first loans in August 1997. The company name was changed to iOwn in April 1999, reflecting a broadened strategy of providing resources related to all aspects of the home buying process and not just arranging financing. In March 1998, the company acquired HomeScout, a provider of home listings, for $2 million in cash. The HomeScout content has since been integrated into the iOwn website. In December 1999, acquired Genesis 2000, which develops loan origination and processing software for mortgage brokers, for $26.2 million in iOwn stock and notes. The company also acquired in December 1999 the HomeBuilders Financial Network, which provides loan services to home builders, for $2.7 million in cash and $41.5 million in iOwn stock and notes.

iPrint.com, inc.
1450 Oddstad Drive Redwood City, CA 94063 Tel. 650-298-8500 Fax. 650-364-7724
Unique Visitors (March 2000): Reach: Rank: 3,511,000 5.2% 107

ORGANIZATION Business Sector: Business/Office supplies Founded: 1995 Employees: 225 (3/10/00) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Redwood City, CA headquarters Telecenter: None Ownership: Public Trading Symbol: IPRT (NASDAQ) Major Shareholders: • Royal Farros, Chairman and Chief Executive Officer • SOFTBANK Venture Capital • AT&T Ventures • Information Technology Ventures • Canaan Partners • Intel Corp. Financing: $75.2 million in three rounds and IPO Profitable: No ($13.432 million loss for FY ’99) WEBSITE OVERVIEW Website: www.iprint.com Site Launch: January 1997 Site Type: Business-to-business, Business-to-consumer Business Model: Fixed pricing Site Size: 3,500 products across 45 categories, including custom-printed stationery, ad specialty products, promotional items, and gifts Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, contextual help, customer created content Back-end Integration: Access to customer account information, order history, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising, direct mail

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iPrint.com Home Page

Partnerships: • America Online (www.compuserve.com) • Classmates Online (www.classmates.com) • Concentric Networks (www.concentric.com) • eBay Inc. (www.ebay.com) • EarthLink Network, Inc. (www.wizshop.com) • eFax.com (www.efax.com) • eGroups Inc. (www.egroups.com) • Excite@Home (www.excite.com) • Impresse (www.impresse.com) • Intel Corp. (www.intel.com) • MyPoints.com Inc. (www.mypoints.com) • Netcentives Inc. (www.clickrewards.com) • OfficeMax (www.officemax.com) • PetStore.com (www.petstore.com) • Sir Speedy (www.sirspeedy.com) • 3M (www.3M.com) • uReach.com (www.ureach.com) • Xoom.com (www.xoom.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: iPrint.com Associate Program No. of Affiliates: 4,000 Commission Rate: 5-9% based on quarterly cumulative value of orders

MANAGEMENT Royal P. Farros, Chairman and Chief Executive Officer. Previously founded and served as chairman of software developer T/Maker Company. Also served as executive vice president of Deluxe Corp.’s Electronic Direct Group after Deluxe’s acquisition of T/Maker and computer marketing engineer and staff manager for Hewlett-Packard Company. B.S. and M.S. degrees in Industrial Engineering from Stanford University. James P. McCormick, Chief Financial Officer. Previously served as General Magic's Chief Operating Officer and Chief Financial Officer. Also served as Vice President, Finance and Administration and Chief Financial Officer at UB Networks. Bachelor of Business Administration degree from the University of Toledo, and MBA in Finance and Accounting from the University of Michigan. Nickoletta Swank, Vice President-Strategic Relationships. Previously served as Director of International Sales for T/Maker Company and as senior manager in manufacturing group of Andersen Consulting. B.S. in Industrial Engineering from Stanford University. David Hodson, Vice President-Technology. Previously served as a senior technologist for Deluxe Corp. (Electronic Direct division) in charge of retail product development and as an Electronic Commerce Specialist at VISA International. B.S. in Management Information Systems and M.B.A. from California State University, Chico. Talbot Harty, Vice President-Information Technology. Previously served as senior vice president of engineering and operations, Internet Services Division, at General Magic, Inc. Also served as director of information technology at NEC Electronics, Inc., and held executive positions at Newbridge Networks and UB Networks. Greg Korjeff, Vice President-Operations. Previously served as chief administrative officer at Accountants Inc., a national staffing services company, and in various financial and operational positions in the Bankcards Division of Citicorp. A.B. from Dartmouth College. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom, Multiple providers for redundancy and diversity Internet Connectivity: Multiple T-1 lines, burstable to facilitate traffic Mirror Locations: None; currently in process Hardware Platform: Dell and Sun Microsystems Operating System: Microsoft Windows NT 4 Web Server Software: Netscape Enterprise Server Commerce Platform: Proprietary application Web Servers: Multiple servers Database Platform: Proprietary application

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Database Servers: Multiple servers Personalization: Proprietary application Affiliate Management: Commission Junction, Proprietary application Payment Processing: CyberCash OPERATING BENCHMARKS Total Revenue 1999..........................................$3.26mn 1998..........................................$0.57mn 1997..........................................$0.17mn Marketing Expenditures 1999..........................................$8.13mn 1998..........................................$0.97mn 1997..........................................$0.18mn Development Expenditures 1999..........................................$3.54mn 1998..........................................$0.90mn 1997..........................................$0.35mn Total Customers (end of period) 1999...........................................380,000 Registered Users (end of period) 1999...........................................775,000 COMMENTS iPrint.com’s services enable individual and small business customers to purchase printing online through the company’s own website at www.iprint.com and through private-label partnerships. The company offers printing services for stationary and business cards, invitations, apparel, mugs, and a wide variety of other specialty items. A proprietary design engine enables customers to layout their original artwork across the Internet, incorporate uploaded graphics, and store the results on iPrint.com’s servers for future use. The iPrint.com system is automated and connects electronically to the company’s commercial print vendors on the back-end. Total revenue for the first quarter ending March 31, 2000 was $3.03 million with a loss of $11.86 million. Approximately 58% of revenue originated through the company’s own website, 18% was generated through marketing relationships and co-branded website, and 5% was generated through private label websites operated by iPrint.com on behalf of several commercial printers and office supply chains. The company ended the period with 550,000 customers.

iQVC
QVC, Inc. Goshen Corporate Park West Chester, PA 19380, U.S.A. Tel. 610-701-1000 Fax 610-701-8900
Unique Visitors (March 2000): Reach: Rank (qvc.com and iqvc.com) 1,592,000 2.4% 388

ORGANIZATION Business Sector: General merchandise Founded: June 1986 Employees: 9,700 total staff Offline Activity Storefronts: 6 outlet stores Catalogs Mailed: None Facilities: • West Chester, PA headquarters and TV studios • San Antonio, TX telecom facility • Chesapeake, VA telecom facility • Port St. Lucie, Fl telecom facility • Lancaster, PA distribution facility • West Chester, PA distribution facility • Suffolk, VA distribution facility Telecenter: Three in-house U.S. call centers with 5,000 permanent representatives Ownership: Private Trading Symbol: None Major Shareholders: • Comcast Corp. (57%) • Liberty Media (43%) Shareholder Equity: n/a Profitable: Yes ($538.8 million pre-tax profit companywide for FY ’99; iQVC division is profitable but company does not breakout results) WEBSITE OVERVIEW Website: www.qvc.com, www.iqvc.com Site Launch: September 1996 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 100,000 (approx.) products Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, online real-time customer service, real-time customer-tocustomer chat, threaded discussions Back-end Integration: Access to order processing, order status, and order history are integrated into website. MARKETING Media: Television advertising (exclusively on QVC)

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iQVC Home Page

MANAGEMENT Steve Hamlin, Vice President, Operations, iQVC INTERNET INFRASTRUCTURE Design Consultants: Studio Archetype Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Genuity Inc. Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition; proprietary applications Database Platform: Microsoft SQL Server Personalization: Not used Affiliate Management: Not used Payment Processing: Proprietary back-end legacy application Other Applications: LivePerson real-time customer service chat, iChat 3.0 OPERATING BENCHMARKS Total Revenue 1999.............................................$2.8bn 1998.............................................$2.4bn 1997.............................................$2.1bn Online Sales (est.) 1999.............................................$97mn 1998.............................................$38mn 1997.............................................$16mn COMMENTS iQVC is the online division of the television shopping channel pioneer, QVC, Inc. QVC, Inc. sold $2.8 billion in brand name products during 1999, including home furnishings, licensed products, fashion and beauty products, electronics, and jewelry. The company’s shopping channel reaches more than 70 million U.S. homes. QVC purchased a 36% stake in Knot.com, a wedding resource site, for $15 million in April 1999. The two companies agreed to jointly create a national online gift registry and QVC agreed to provide back office operations and distribution services for all of Knot.com’s electronic commerce activities. iQVC fulfills orders from either one of the company’s three U.S. warehouses or from one of the company’s 300+ virtual warehouses…suppliers who are linked to the company via extranet and drop ship directly to the customer. All QVC and iQVC customers are able to easily return unwanted orders using the original shipping box and a shipping label that’s included on the back of each packing slip.

Partnerships: • The Knot Inc. (www.theknot.com) • Microsoft Corp. (www.msn.com) Affiliates Program: None 102

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The company reports that 30% of its annual sales during 1999 were generated in November/December and that more than 700,000 items were shipped between November 1 and December 22.

J. Crew Group Inc.
770 Broadway New York, NY 10013, U.S.A. Tel. 212-209-2500 Fax 212-209-2666
Unique Visitors (March 2000): Reach: Rank: 766,000 1.1% 945

ORGANIZATION Business Sector: Clothing Founded: 1968 Employees: 5,400 (25+ web staff) Offline Activity Storefronts: 127 J. Crew and J. Crew Factory Outlet stores Catalogs Mailed: 75.5 million Facilities: • New York, NY headquarters • Lynchburg, VA distribution facility • Asheville, NC distribution facility Telecenter: Two in-house call centers in Lynchburg, VA and Asheville, NC with 900+ permanent representatives Ownership: Private Trading Symbol: None Major Shareholders: • Texas Pacific Corp. (62%) • Emily Cinader Woods, Chairman (20%) Shareholder Equity: -$264.6 million Profitable: No ($6.6 million loss for FY ’00) WEBSITE OVERVIEW Website: www.jcrew.com Site Launch: August 1995 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 1,500 products (approx.) plus ability to order any hardcopy catalog item by product number Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order history, and product availability are integrated into website. MARKETING Media: Direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • BarnesandNoble.com (www.barnesandnoble.com)
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J. Crew Home Page

OPERATING BENCHMARKS Total Revenue1 2000........................................$716.6mn 1999........................................$824.3mn 1998........................................$834.0mn Online Revenue1 2000..........................................$65.3mn 1999..........................................$22.0mn 1998..........................................$ 4.0mn
1. Fiscal year ending January 30/31

• GiftCertificates.com (www.giftcertificates.com) • giftpoint.com (www.giftpoint.com) • GTE SuperPages Shop Online (shop.gte.net) • Inktomi Corp. (Inktomi Shopping Engine) • Intuit Inc. (www.quicken.com) • Lycos, Inc. (www.lycos.com) • Travelocity.com LP (www.travelocity.com) Affiliates Program: jcrew.com affiliate network Number of Affiliates; n/a Commission Rate: 5% of total sales value MANAGEMENT Richard Boyce, Chief Executive Officer Scott Rosen, Sr. Vice President and Chief Financial Officer Tom Lesica, Sr. Vice President and CIO Scott Gilbertson, President of eCommerce Sundir Rajan, Director of Web Development INTERNET INFRASTRUCTURE Design Consultants: Fort Point Partners Site Maintenance: In-house staff Hosting Arrangement: Managed hosting Access Providers: DIGEX Inc.; Akamai Technologies Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: ART Technology Group Dynamo, Proprietary Java applications Web Servers: Multiple Sun Enterprise 3000 servers Database Platform: Oracle Database Servers: Sun Enterprise 3000 server Personalization: Under development Affiliate Management: Proprietary Java application Payment Processing: Proprietary application Other Applications: Personify Essentials, RedCart Universal Shopping Cart, Kana Solution customer support, E-Color True Internet Color

COMMENTS J. Crew Group is a leading retailer of women's and men's apparel, shoes and accessories which are sold under the company’s own brand name. The company distributes its products through three different channels: 127 retail and factory outlet stores across the United States (plus approximately 70 licensed free-standing and “shop-inshop” stores in Japan); a mail order catalog; and an Internet storefront, jcrew.com. jcrew.com and its mail order catalog counterpart comprise the J. Crew Direct unit of J. Crew Group.

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JCP Internet Commerce Solutions, Inc.
J.C. Penney Company, Inc. 6501 Legacy Drive Plano, TX 75024, U.S.A. Tel. 972-431-1000 Fax 972-431-1977
Unique Visitors (March 2000): Reach: Rank: 1,973,000 2.9% 290

InsWeb Home Page

ORGANIZATION Business Sector: General merchandise Founded: 1902 Employees: 291,000 total (1,000+ IT staff) Offline Activity Storefronts: 1,143 Catalogs Mailed: n/a Facilities: • Plano, TX headquarters • Catalog fulfillment centers in Atlanta, GA, Milwaukee, WI, and four other locations Telecenter: In-house call centers in 14 locations across the U.S. Ownership: Public Trading Symbol: JCP (NYSE) Major Shareholders: n/a Shareholder Equity: $7.23 billion Profitable: Yes ($336 million profit from all operations in FY ’00) WEBSITE OVERVIEW Website: www.jcpenney.com Site Launch: November 1994; August 1996 (commerceenabled version) Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 20,000 (approx.) product SKUs plus ability to order any hardcopy catalog item by product number Languages: English Accepts Advertising: No Site Features: General help Back-end Integration: Access to customer account information, inventory availability and order processing are integrated into website. MARKETING Media: Television advertising, newspaper advertising, direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com)

• America Online (www.compuserve.com) • America Online (www.netscape.com) • Big Planet (www.bigplanet.com) • FairMarket, Inc. (FairMarket Network) • Levi Strauss & Company (www.levi.com) • Lycos Inc. (www.lycos.com) Affiliates Program: JC Penney Affiliate Network No. of Affiliates: n/a Commission Rate: 4-8% based on total sales volume MANAGEMENT Vanessa Castagna, Executive Vice President and Chief Operating Officer for Stores, Merchandise, Catalog and Internet Paul Pappajohn, President, JCPenney E-commerce Richard Last, Executive Vice President of E-commerce Ray Pierce, Senior Vice President and Director of Special Projects David Evans, Senior Vice President and Chief Information Officer Andy Cowan, Vice President and Director of Retail and Catalog Systems. INTERNET INFRASTRUCTURE Design Consultants: Modem Media Site Maintenance: In-house staff 105

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Hosting Arrangement: On-site server(s) Access Provider: Cable & Wireless, Akamai Technologies Internet Connectivity: Multiple shared DS-3 lines Mirror Locations: None Hardware Platform: Dell Computer Operating System: Windows NT 4 Web Server Software: Netscape Enterprise Server, Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition, proprietary applications Web Servers: 100+ Dell PowerEdge 6350 servers Database Platform: Microsoft SQL Server Personalization: Not used Affiliate Management: LinkShare Payment Processing: Proprietary application Other Applications: HydraWEB Technologies Traffic Management software, General Interactive EchoMail, KD1 Greenlight suite, Public Technologies Multimedia My Virtual Model 3-D software OPERATING BENCHMARKS Total Catalog Sales1 1999.........................................$3.964bn 1998.........................................$3.908bn 1997.........................................$3.772bn Online Sales1 1999...........................................$102mn 1998...........................................$ 15mn 1997................................................... n/a Total Advertising Expenditures1 2 1999...........................................$1.05bn 1998...........................................$1.08bn 1997...........................................$0.98bn
1. Fiscal year February 1 – January 31 2. Based on company-wide spending because company does not breakout data for web activity

physical proportions, face shape, hair style and color, and skin tone. In March 2000, the company announced a partnership with Event411.com to jointly develop an integrated instore and online gift registry and to add Event411.com’s wedding planning package to the jcpenney.com website for use by bridal registrants. An online auction service was launched in partnership with FairMarket in April 2000 and enables customers to bid on items in both traditional auctions and AutoMarketdown or reverse auctions. The company plans to initially offer overstock merchandise from its catalog and retail operations. The auction service will be included in the FairMarket Network, providing the company access to portal sites MSN, Lycos and Excite@Home. The company has also negotiated partnerships with online retailers Omaha Steaks, Rocky Mountain Chocolate Factory, Flowers Direct, and Little Tikes Toys to build cobranded storefronts which are accessible from its website.

COMMENTS J.C. Penney Company is one of the largest retailers in the U.S., operating more than 1,100 J.C. Penney stores and almost 2,900 Eckerd drugstores. Vanessa Castagna, executive vice president and COO for stores, merchandise, catalog and Internet predicted in February 2000 that the company’s Internet business would grow to $1 billion in sales over the next three years by leveraging its 35 years of experience in the catalog business and its extensive fulfillment infrastructure. A specialized website offering “plus size” apparel for women, Just4MePlus.com, was launched in May 1999. The site was re-launched in March 2000 after a redesigned by the company and Public Technologies Multimedia which incorporated 3-D modeling features which enable customers to create a likeness of themselves reflecting

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KBkids.com L.L.C.
1099 Eighteenth Street, Suite 1000 Denver, CO 80202, U.S.A. Tel. 303-228-9000
Unique Visitors (March 2000): Reach: Rank: 644,000 1.0% 971

KBkids.com Home Page

ORGANIZATION Business Sector: Toys/Sporting Goods Founded: June 1999 Employees: 105 Offline Activity Storefronts: 1,322 (parent company, KB Toys) Catalogs Mailed: None Facilities: Denver, CO headquarters Telecenter: Outsourced Ownership: Private Trading Symbol: None Major Shareholders: • Consolidated Stores • BrainPlay.com, Inc. • KBkids.com Inc. • Srikant Srinivasan, Founder, BrainPlay.com Financing: $80 million in one round Profitable: No ($17.291 million loss for 12 months ended 9/30/99) WEBSITE OVERVIEW Website: www.kbkids.com Site Launch: July 1999 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 10,000 product SKUs from 100 different brands Languages: English Accepts Advertising: No Site Features: General help, customer created content, threaded discussions Back-end Integration: Access to customer account information, order processing, and payment processing are integrated into website. MARKETING Media: Television and radio advertising, newspaper advertising, consumer periodical advertising, direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • Buena Vista Internet (www.disney.com) • Excite@Home (www.excite.com) • GO Network (www.go.com) • LookSmart Ltd. (www.looksmart.com) • Netcentives Inc. (www.clickrewards.com) • NetZero Inc. (www.netzero.com) • Women.com Networks (www.women.com) • Xoom.com (www.xoom.com) • Yahoo! Inc. (www.yahoo.com) Affiliate Program: KBkids Affiliate Program No. of Affiliates: n/a Commission Rate: $7.50 per new customer plus 5-12% of total sales per quarter based on volume

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MANAGEMENT Michael Wagner, Chief Financial Officer. Previously served as vice president of strategic planning and investor relations and as assistant treasurer of Consolidated. B.S. in Accounting from Marquette University. Shawn Davison, Vice President of Technology. Previously served as vice president of technology and operations at BrainPlay.com, senior consultant and architect at Bold Tech Systems, and service architect and development lead at US West Enterprise Networking Services. B.S. in Computer Information Systems from DeVry Institute of Technology and M.S. in Telecommunications from the University of Colorado at Boulder. David Novitsky, Vice President of Merchandising. Previously served as vice president of sales and marketing at Peachtree Playthings and in various capacities, including senior buyer, at KB Toys. B.S. in Marketing from Pennsylvania State University. Scott Wilder, Vice President of Product Development. Previously served as director of Internet services for Borders.com, in various e-commerce and product development positions at America Online's Internet properties, GNN and WebCrawler, and in key development positions at Apple Computer. B.A. in English from Vassar College, M.A. in International Studies from The Johns Hopkins University and M.B.A. from New York University. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Global Crossing GlobalCenter, Verio Inc., Akamai Technologies Mirror Locations: One Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Commerce Platform: Smith-Gardner WebOrder Web Servers: Multiple Sun 4500 and 6500 Enterprise Servers Database Platform: Oracle 8i Database Servers: Multiple Sun 4500 and 6500 Enterprise Servers Personalization: Smith-Gardner WebOrder; Net Perceptions Group Lens Affiliate Management: LinkShare Payment Processing: Smith-Gardner Other Applications: F5 Networks Big/IP OPERATING BENCHMARKS Total Revenue 1999 (Q3) .................................$1.05mn 1999 (Q2) .................................$0.50mn 1999 (Q1) .................................$0.11mn 1998..........................................$0.51mn

Marketing Expenditures 1999 (Q3) .................................$5.16mn 1999 (Q2) .................................$1.54mn 1999 (Q1) .................................$0.87mn 1998..........................................$1.83mn Development Expenditures 1999 (Q3) .................................$1.25mn 1999 (Q2) .................................$0.75mn 1999 (Q1) .................................$0.30mn 1998..........................................$1.07mn COMMENTS KBkids.com is an online specialty toy retailer, created in June 1999 as a joint venture between Consolidated Stores (NYSE: CNS) and BrainPlay.com. BrainPlay, an online toy retailer founded in August 1995, contributed substantially all of its assets and liabilities to the partnership and Consolidated contributed $80 million in cash plus approximately $4 million in intangible assets. Consolidated operates approximately 2,500 stores across the U.S., including the discount Pic ‘N Save chain and KB Toys. KB Toys is the second largest specialty toy retailer in the U.S. with approximately 1,300 stores nationwide. The company has agreements with KB Toys that enable it to access services as needed on a fee basis for purchasing, advertising, toy research, licensing, data access, processing customer returns, inventory liquidation, and legal and financial services. Order fulfillment is outsourced to Keystone Internet Services. At the end of 1999, the company had more than 417,000 customers. In January 2000, the company filed a registration statement with the U.S. Securities and Exchange Commission for an initial public offering (IPO) of approximately $210 million in common stock. In May 2000, the company announced plans to postpone the IPO and laid-off approximately 45 employees (30% of the workforce) as a stipulation to Consolidated Stores in return for additional funding. In June 2000, the company’s planned IPO was withdrawn by Consolidated Stores.

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Lands’ End, Inc.
1 Lands’ End Lane Dodgeville, WI 53595, U.S.A. Tel. 608-935-9341 Fax 608-935-4998
Unique Visitors (March 2000): Reach: Rank: 514,000 0.8% 1,428

Lands’ End Home Page

ORGANIZATION Business Sector: Clothing Founded: 1963 Employees: 4,600+ permanent, 7,400-9,600 total Offline Activity Storefronts: 17 U.S., 2 international Catalogs Mailed: 236 million Facilities: • Dodgeville, WI headquarters • Dodgeville, WI call center • Reedsburg, WI call center • Cross Plains, WI call center • Dodgeville, WI distribution facility • Reedsburg, WI distribution facility • West Union, IL manufacturing facility • Elkader, IL manufacturing facility • Fujieda City, Japan distribution facility • Oakham, U.K. order and distribution center • Yokohama, Japan order and distribution center • Mettlach, Japan order and distribution center • Maia, Portugal corporate offices Telecenter: Six in-house call centers with 1,000 (approx.) representatives on duty at any given point in time Ownership: Public Trading Symbol: LE (NYSE) Major Shareholders: n/a Shareholder Equity: $296.2 million Profitable: Yes ($48.034 million profit from all operations for FY ’00) WEBSITE OVERVIEW Website: www.landsend.com, www.landsend.co.jp Site Launch: July 1995 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 7,000 (approx.) product SKUs plus ability to order any hardcopy catalog item by product number Languages: English, Japanese and German Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, online real-time customer service, foreign language product information and order pages Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • Ariba, Inc. (Ariba.com Network) 109

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The eCommerce Almanac • Commerce One Inc. (marketSite trading portal) • Earthlink Inc. (www.wizshop.com) • Prodigy Services Corp. (shopnet.prodigy.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: Lands’ End Affiliate Network Number of Affiliates: n/a Commission Rate: 5% of order value MANAGEMENT Francis Schaecher, Senior Vice President of Operations Bill Brass, Senior Vice President of e-commerce David Zentmyer, Vice President and Managing DirectorInternet Ron Frey, Vice President of Research and Development Michael Grasee, Director of Internet Business Development Willy Doyle, Manager of Advertising and Electronic Media INTERNET INFRASTRUCTURE Design Consultants: Berbee Information Networks Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Berbee Information Networks, Akamai Technologies Internet Connectivity: One 10Mbps connection Mirror Locations: None Hardware Platform: IBM Operating System: IBM AIX, Solaris Web Server Software: Netscape Enterprise Server 3.6, Apache Commerce Platform: Proprietary applications Web Servers: Multiple RS/6000 servers Database Platform: Oracle, IBM DB2 Database Servers: None; real-time link to IBM ES/390 back-end system via IBM MQSeries MAPI Personalization: Proprietary applications Affiliate Management: LinkShare Payment Processing: Proprietary application Other Applications: Vignette StoryServer, webMethods B2B Integration Server, Cisco Collaboration Server, Public Technologies Multimedia My Virtual Model 3-D OPERATING BENCHMARKS Total Revenue1 2 2000.........................................$1.320bn 1999.........................................$1.371bn 1998.........................................$1.264bn 1997.........................................$1.119bn Online Sales1 2000...........................................$138mn 1999...........................................$ 61mn 1998...........................................$ 8mn 1997................................................... n/a

International Sales1 2 2000............................................. 10.8% 1999............................................. 10.6% 1998............................................. 10.4% 1997............................................... 8.6% Advertising Expenditures1 2000........................................$225.0mn 1999........................................$262.9mn 1998........................................$226.7mn 1997........................................$195.7mn Active Customers2 3 2000............................................10.3mn 1999............................................10.1mn 1998..............................................9.6mn 1997..............................................9.0mn
1. Fiscal year February 1 through January 31. 2. Based on sales from all sources because company does not break out data for web activity 3. Customers making at least one purchase in last 36 months.

COMMENTS Lands' End is a leading direct marketer of traditional clothing, and soft luggage and home products. The demographics of Lands’ End customers are 52 percent are between 35 and 54 with a median income of $62,000 and approximately 90% either attended or graduated from college. The company generates a substantial majority of its sales from the 200+ million catalogs it mails annually. Approximately 80-85% of catalog orders are placed by telephone with the balance placed by the Internet, mail and fax. The Lands’ End website was launched in 1995. More than 400,000 customers completed purchases through the site in 1999 and the online channel accounted for 10.5% of total revenue in the most recent fiscal year (FY 2000). Approximately 20% of web sales are generated by new customers. The company added new international sites serving Germany and the U.K. in November 1999. In September 1999, a Lands' End Live feature was added enabling shoppers to either request an immediate telephone call back from a Lands' End personal shopper or launch a text-based chat to communicate while both simultaneously view the same Web pages. At the same time, the company launched “Shop With a Friend,” which allows two people to shop on the company’s site together from different computers. Both features are driven by Webline Communications’ Collaboration Server software. In March 2000, the company’s corporate sales division announced a new web strategy that included a redesigned and expanded corporate sales website, partnerships with online business-to-business procurement services Ariba and Commerce One, and the launch of customized online stores for large customers, such as Saturn and Radio Shack. The Custom Online Stores can be tailored to meet

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the merchandise selection and editorial content preferences of each customer and its brand identity requirements. The stores are typically accessible to employees through the customer’s own intranet and, if appropriate, can be accessed through the Internet at a customer’s retail outlets or other locations. In April 2000, the company launched its own proprietary gift certificate service with Complete Business Solutions, enabling customers to purchase and redeem electronic and traditional gift certificates online at the Lands’ End website.

L.L. Bean, Inc.
Casco Street Freeport, ME 04033, U.S.A. Tel. 207-865-4761 Fax 207-552-6821
Unique Visitors (March 2000): Reach: Rank: 528,000 0.8% 1,388

ORGANIZATION Business Sector: Apparel, Sporting Goods Founded: 1912 Employees: 4,000 total Offline Activity Storefronts: 12 U.S. stores Catalogs Mailed: 150 million Facilities: • Freeport, ME headquarters • Portland, ME distribution facility • Brunswick, ME manufacturing facility Telecenter: In-house call center with 3,300 (peak season) customer service representatives Ownership: Private Trading Symbol: None Major Shareholders: n/a Shareholder Equity: n/a Profitable: Yes ($10 million (estimated) profit for FY ’99) WEBSITE OVERVIEW Website: www.llbean.com Site Launch: September 1995 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 5,000 (approx.) product SKUs, plus ability to order 11,000 additional items by product number from hardcopy catalog Languages: English; help pages are provided in Spanish, French, German, and Japanese Accepts Advertising: No Site Features: General help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order processing, and payment processing are integrated into website MARKETING Media: Television advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com)

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L.L. Bean Home Page

COMMENTS L.L. Bean is catalog merchandiser specializing in sporting goods and traditional apparel for men, women, and children. The company reported $1.07 billion in revenue for 1999, comprised of $926 million from domestic and international catalog sales and $142 million from retail sales. More than 50 catalogs were published during 1999 with a circulation of approximately 150 million. A content site was launched by the company in September 1995. A commerce-enabled site was launched in the fourth quarter of 1996; a redesigned version of the site was launched in October 1999. Online sales increased by more than 250% in 1999 and the online storefront contributed more than 10% of the company’s total new customers for the period. In addition to its catalogs and website, the company operates a flagship retail store and children’s clothing store in Freeport, Maine, plus another 10 factory outlet stores around the state. The first full-price store outside of Maine is a 75,000 square foot facility in McLean, Virginia which is scheduled to open in July 2000; plans are in the works to open three additional stores by 2001. Twenty L.L. Bean retail stores are operated in Japan through a partnership with Seiyu and Matsushita Electric Industrial.

• BarnesandNoble.com (www.barnesandnoble.com) • FedEx Corp. (FedEx Marketplace) Affiliates Program: None MANAGEMENT Christopher McCormick, Chief Marketing Officer Pat Robles, Vice President, E-commerce Kathy McCosh, Manager, E-commerce Doug Faherty, Director, Database Marketing INTERNET INFRASTRUCTURE Design Consultants: Strategic Interactive Group, DIGITAS Inc. Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: UUNET/MCI Worldcom Internet Connectivity: Fractional DS-3 line Hardware Platform: IBM Corp. Operating System: IBM AIX Web Server Software: Netscape Enterprise Server 3.6 Web Servers: Multiple IBM RS/6000 servers Database Platform: IBM DB2 Database Servers: Multiple IBM RS/6000 Personalization: Not used Affiliate Management: Not used Payment Processing: Proprietary application Other Applications: ClickAction Email Relationship Management, Personify Essentials

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Merisel, Inc.
200 Continental Blvd. El Segundo, CA 90245, U.S.A. Tel. 310-615-3080 Fax 310-615-6819
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

MANAGEMENT Dwight Steffensen, Chief Executive Officer Timothy Jenson, Senior Vice President and Chief Financial Officer May West, Vice President of Information Technology INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located and on-site server(s) Access Provider: IBM Network Services Internet Connectivity: Two T-1 lines Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Microsoft Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition, proprietary application Web Servers: Three Application Servers: Three Database Platform: Microsoft SQL Server 7.0 Database Servers: Two Personalization: Proprietary application Affiliate Management: Not used Payment Processing: Not used OPERATING BENCHMARKS Total Revenue 1999.........................................$5.189bn 1998.........................................$4.551bn 1997.........................................$4.048bn Registered Users (end of period) 1999.............................................40,000 1998.............................................26,000 1997.............................................21,000 COMMENTS Merisel is a leading distributor of computer hardware and software, serving more than 30,000 resellers in the U.S. and Canada. The company distributes more than 35,000 products from manufacturers such as Apple, Compaq, Hewlett-Packard, IBM/Lotus, Intel, Microsoft, 3Com, Sun Microsystems and Symantec. The company’s website provides access to technical product information, links to 350+ manufacturers, news on daily product promotions and announcements, and downloadable return-authorization and system-return forms. The site also provides a web front-end to the company’s SELline II electronic catalog and ordering system, enabling real-time access to contract pricing information, credit availability information, product availability, and ordering options. Customer and inventory data are retrieved through real-time links to the company’s SAP R/3 ERP system.

ORGANIZATION Business Sector: Computer hardware/software Founded: 1980 Employees: 2,400 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • El Segundo, CA headquarters • Hayward, CA distribution center • Farmington, CT distribution center • Atlanta, GA distribution center • Lees Summit, MO distribution center • Mechanicsville, VA distribution center • Richmond, VA distribution center • Cary, NC corporate offices • Toronto, Ontario Canadian headquarters • Two distribution centers in Canada Telecenter: None Ownership: Public Trading Symbol: MSEL (NASDAQ) Major Shareholders: n/a Equity Capital: $95.173 million Profitable: No ($61.168 million loss for FY ’99) WEBSITE INFORMATION Website: www.merisel.com Launch Date: November 1996 (commerce-enabled) Site Type: Business-to-business Business Model: Fixed pricing Site Size: 35,000 (approx.) product SKUs Languages: English Accepts Advertising: Yes Site Features: General help, one click ordering/quick buy Back-end Integration: Access to customer account information, inventory availability, order processing, order status, and shipment tracking are integrated into website. MARKETING Media: Business periodical advertising, direct mail Partnerships: None Affiliates Program: None

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Between April and December 1999, the company reports that orders placed via SELline II -- through both EDI and web interfaces -- increased over 400 percent and the Web/SELline traffic alone increased by 83% to 12.7 million "hits" per month. For all of 1999, more than 55% percent of the company’s orders were processed electronically.

MVP.com, Inc.
111 East Wacker Drive, Suite 600 Chicago, IL 60601, U.S.A. Tel. 312-596-4444 Fax 312-596-4445
Unique Visitors (March 2000): Reach: Rank: 408,000 0.6% 1,821

ORGANIZATION Business Sector: Sporting goods Founded: October 1999 Employees: 120+ Offline Activity Storefronts: None Catalogs Mailed: None Facilities: Chicago, IL headquarters Telecenter: In-house call center with 25+ representatives Ownership: Private Trading Symbol: None Major Shareholders: • Benchmark Capital • Freeman Spogli • Galyan’s Trading Company • SportsLine.com Inc. • CBS Corp. Financing: $65 million in one round plus $85 million in bartered advertising from CBS Corp. Profitable: No WEBSITE OVERVIEW Website: www.mvp.com Site Launch: January 2000 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 40,000 (approx.) product SKUs from 500 brands Languages: English Accepts Advertising: No Site Features: General help Back-end Integration: Access to customer account information, order history, order processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television advertising, newspaper advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • SportsLine.com Inc. (www.sportsline.com)

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MVP.com Home Page

• VarsityBooks.com (www.varsitybooks.com) • ZuluSports.com (www.zulusports.com) • International Hockey League Affiliates Program: MVP.com Affiliate Program Number of Affiliates: n/a Commission Rate: 5-10% of order value based on total monthly sales MANAGEMENT John Costello, Chief Executive Officer Ian Drury, Vice President and Chief Technology Officer Stuart Feddersen, Vice President of Technology and Operations Mary Slayton, Vice President and Chief Marketing Officer Brent Hill, Vice President-Business Development Michael Beckerman, Vice President-International Andrew Ferraro, Vice President-Fulfillment and Customer Support INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: InterNAP Network Services Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Windows NT 4, Windows 2000 Web Server Software: Microsoft IIS 4.0 and IIS 5.0 Commerce Platform: Microsoft Site Server Commerce Edition Database Platform: Microsoft SQL Server Personalization: Not used Affiliate Management: LinkShare Payment Processing: n/a Other Applications: Online Opinion O-Metrics, NetGenesis Net.Analysis COMMENTS MVP.com is an online retailer of outdoor and sporting goods. The company was founded by sports stars John

Elway, Michael Jordan and Wayne Gretzky in partnership with John Costello, former president of AutoNation and senior executive vice president of Sears, Roebuck & Co. The company received financial backing from Benchmark Capital and Freeman Spogli. Order fulfillment is outsourced through a partnership with Galyan’s Trading Company, an outdoor and sporting goods retailer with 20 stores in nine states and a unit of The Limited Inc. (NYSE: LTD). The partnership also provides for the company to be featured in Galyan advertising, MVP.com ordering kiosks placed in Galyan stores, and enables MVP.com customers to return or exchange their purchases at Galyan stores. The company announced an agreement in December 1999 to acquire and operate the co-branded online storefronts of SportsLine.com. The SportsLine.com storefronts generated $16.5 million in gross revenue during 1999, up from $3.6 million in 1998. The company also entered into a media partnership in which SportsLine.com will receive $120 million in guaranteed cash payments over a 10-year period and an equity interest in MVP.com while MVP.com will receive $85 million in advertising and promotion on CBS Corp. properties over a four year period in exchange for an equity stake.

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NetB@nk
Royal Centre Three, Suite 100 11475 Great Oaks Way Alpharetta, GA 30022, U.S.A. Tel. 770-343-6006
Unique Visitors (March 2000): Reach: Rank: 857,000 1.3% 837

NetB@nk Home Page

ORGANIZATION Business Sector: Banking and financial services Founded: February 1996 Employees: 82 Offline Activity Storefronts: None Catalogs mailed: None Facilities: Atlanta headquarters Telecenter: One call center outsourced to TeleTech for level one service and one in-house call center with 45 representatives. Ownership: Public Trading symbol: NTBK (NASDAQ) Major shareholders: • Carolina First Bank Shareholder Equity: $238.421 million Profitable: Yes ($3.048 million profit for FY ’99) WEBSITE OVERVIEW Website: www.netbank.com Site Launch: October 1996 Site Type: Business-to-Consumer Business Model: Fee-Based Site Size: Checking, Bill Payment, Bill Presentment, IRAs, CDs, Credit Cards, Mortgages, Home Equity Loans, Insurance, Brokerage Services Languages: English Accepts Advertising: No Site Features: General help, contextual help, IP telephony; Online real-time customer service is planned Back-end Integration: Access to customer account information, transaction history, payment processing, and trader status integrated into website. MARKETING Media: Radio advertising, newspaper advertising, consumer and business periodical advertising, direct mail Partnerships/Alliances: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • America Online (www.digitalcity.com)

• Armed Forces Financial Network (www.affn.org) • Microsoft Corp. (moneycentral.msn.com) • Yahoo! Inc. (www.yahoo.com) Affiliates program: None MANAGEMENT T. Stephen Johnson, Chairman. President of TSJ&A, a bank consulting firm specializing in mergers, acquisitions and regulatory consulting. Previously served in a management capacity for two large Atlanta banks before forming TSJ&A in 1987. D.R. Grimes, Vice Chairman and Chief Executive Officer. Served as an independent management consultant before joining NetB@nk, and prior to that in various positions with Servantis Systems, Inc., including Executive Vice President of Technology and Chief Information Officer, Executive Vice President of Technology and Marketing, President, Treasury Products Division, and President, Financial Products Division. Michael R. Fitzgerald, Director, President, formerly served as President of directbanking.com, the electronic banking division of Salem Five Cents Savings Bank. His 20-year career in banking, and most recently online banking, was initiated at Merchants National Bank. Robert E. Bowers, Chief Financial Officer. Previously served as CFO of CheckFree Corp. and prior to that as a CFO and Director of Servantis Systems, Inc. Thomas L. Cable, Chief Technology Officer. Previously served as Vice President, Retail Financial Services of CheckFree Corp. and prior to that in various capacities with Servantis Systems, Inc., including Senior Vice President and Business Unit Manager for Home Banking Products and Services, Vice President and Product Manager for Delivery Systems and Associate and Product Manager for the company’s licensed bill payment software product.

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INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house Staff Hosting Arrangement: Co-Located server(s) Access Provider: PSINet Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: Sun Microsystems, NCR Operating System: Solaris, Windows NT Web Server Software: Netscape Enterprise Server Commerce Platform: Edify Electronic Banking System Web Servers: 16 Application Servers: 4 Database Platform: Oracle Database Servers: n/a Personalization: Edify Electronic Banking System Affiliate Management: Not used Payment Processing: CheckFree Bill Payment Services, BISYS Other Applications: Edify Electronic Workforce, Deluxe ONE for the Internet online check preview and ordering system OPERATING BENCHMARKS Total Revenue 1999......................................$56.432mn 1998......................................$18.771mn 1997......................................$ 2.286mn Total Accounts (end of period) 1999.............................................65,955 1998.............................................17,408 1997...............................................4,750 Total Deposits (end of period) 1999........................................$653.9mn 1998........................................$283.6mn 1997........................................$ 58.7mn Marketing Expenditures 1999........................................$7.358mn 1998........................................$0.695mn 1997........................................$0.525mn Data Processing Expenditures 1999........................................$1.395mn 1998........................................$0.316mn 1997........................................$0.539mn COMMENTS NetB@ank is the largest federally-insured bank operating exclusively on the internet. The company’s total assets stood at $1.4 billion and total accounts reached 82,000 at the end of the first quarter of 2000 (March 31).

An average 5,300 net customer accounts were opened by the company each month during the first quarter of 2000, up from 4,083 in the fourth quarter of 1999. The company’s business was originally operated as a service of Carolina First Bank and became an independent organization after a July 1997 initial public offering (IPO). The company operated under the name Atlanta Internet Bank up until the third quarter of 1998 when it changed to NetB@nk. NetB@nk offers a variety of services which are delivered by both the company itself as well as through third party partnerships. Banking products and services include checking and money market accounts, certificates of deposit, Individual Retirement Accounts, electronic bill payment, debit cards, credit cards, mortgage loans, business equipment leases, securities brokerage services, home equity lines, and electronic document and image storage in “Virtual Safe Deposit Boxes.” The company’s investment and securities brokerage services are delivered through a partnership with UVEST Investment Services. Mortgage loan processing services are provided through a partnership with mortgage.com while home equity lines and second mortgages are originated and serviced for the company by PNC Bank Corp. In October 1998, the bank established a partnership with Republic Leasing Company that enables customers to lease small business equipment from Republic Leasing through NetB@nk. A web-based loan center for the company’s e.card-enabled VISA credit card is operated in partnership with First USA. The company recently announced plans to offer by midyear 2000 a NetB@nk Financial Network service which provides customers “one-click" access to their personal and business account information from multiple banks, brokers, credit card companies, and mortgage companies from a single personalized page on the NetB@nk website. During 2000, the company also plans to add wireless services, insurance related products, bill presentment services, and expanded securities brokerage services.

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NetGrocer Inc.
1112 Corporate Road North Brunswick, NJ 08902, U.S.A. Tel. 732-745-1000 Fax: 732-745-0026
Unique Visitors (March 2000): Reach: Rank: 635,000 0.9% 1,129

NetGrocer Home Page

ORGANIZATION Business Sector: Groceries Founded: October 1995 Employees: 63 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: New Brunswick, NJ headquarters and distribution facility Telecenter: In-house call center Ownership: Private Trading Symbol: None Major Shareholders: • Uri Evan, Founder (16%) • Parmalat SPA (22%) • Cendant Internet Group (27%) Financing: $45 million Profitable: No WEBSITE OVERVIEW Website: www.netgrocer.com Site Launch: July 1997 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 9,500+ product SKUs Languages: English Accepts Advertising: No Site Features: General help Back-end Integration: Access to customer account information, order history, inventory availability, order status, and shipment tracking are integrated into website. MARKETING Media: No off-line media used Partnerships: • Big Planet (www.bigplanet.com) • CollegeClub.com (www.collegeclub.com) • CyberGold Inc. (www.cybergold.com) • EarthLink Inc. (www.wizshop.com) • Foodvision.com (www.foodvision.com) • Inktomi Corp. (Inktomi Shopping Engine) • Intuit Inc. (www.quicken.com) • MyWay.com (www.myway.com)

• Netmarket Group (www.netmarket.com) • Network Commerce Inc. (www.shopnow.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: NetGrocer Affiliate Program Number of Affiliates: n/a Commission Rate: 5% of order value MANAGEMENT James Chambers, Chairman and Chief Executive Officer Fred Horowitz, President Richard Falcone, Executive Vice President and Chief Financial Officer Ari Sabah, Chief Information Officer Stephen Johann, Vice President, Consumer Direct INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Network Plus/InfoHouse Internet Connectivity: One DS-3 line Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary Cold Fusion applications Web Servers: 15 Compaq ProLiant 5000, ProLiant 2500, and ProLiant 850R servers Database Platform: Microsoft SQL Server 7.0 Database Servers: Two Personalization: Proprietary application
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Affiliate Management: Proprietary Cold Fusion application Other Applications: Aditi Corp. Talisma e-mail management software, Intell-A-Check direct-debit service, CyberCash InstaBuy OPERATING BENCHMARKS Total Customers (est. at end of period) 1999...........................................200,000 1998.............................................55,000 1997...............................................7,000 COMMENTS NetGrocer is an online supermarket that offers “dry groceries” and related consumer products which are shipped nationwide to customers’ homes and offices. All orders are packaged at the company's New Jersey distribution center and the majority are shipped via FedEx. Approximately 60% of orders are shipped within the Northeastern corridor, 22% are shipped to the Midwest, and the balance go to the West Coast. The company’s average order is approximately $74.00. The company believes that because its business model is based around the delivery of non-perishable products to customers via Federal Express, it can easily expand into international markets in Europe, Latin America, Asia and Australia with the participation of local financial and strategic partners In February 1999, the company modified its business strategy by embracing a “super center” approach and redesigning its site to add a drugstore, a general store, and a solutions-focused store to the existing grocery store. The solutions store aggregates products around common themes, such as a new baby, pet care, or setting-up a home office. Since its launch, the general store has been expanded to include entertainment products, housewares, toys, home office and school supplies, pet supplies, and gifts. The company generated an estimated $5 million in sales during 1999. In March 2000, Parmalat SpA a multinational Milan-based food company, purchased a 22% equity stake in NetGrocer for $30 million in new capital.

NextCard, Inc.
595 Market Street, Suite 1800 San Francisco, CA 94105, U.S.A. Telephone: 415-836-9700
Unique Visitors (March 2000): Reach: Rank: 3,903,000 5.8% 97

ORGANIZATION Business Sector: Financial services Founded: June 1996 Employees: 365 Offline Activity: Storefronts: None Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • San Ramon, CA operations center • Phoenix, AZ call center • London, UK international branch Telecenter: Two in-house call centers in San Ramon, CA and Phoenix, AZ with 100+ representatives and after-hours support out-sourced to First Data Corp. Ownership: Public Trading Symbol: NXCD (NASDAQ) Major Shareholders: • Jeremy Lent, CEO • Brentwood Venture Capital • Moore Capital Management • Kleiner Perkins Caufield & Byers • Forrest Binkley & Brown • Trinity Ventures • St. Paul Venture Capital • Sequoia Capital Financing: $384.47 million in four rounds, IPO and secondary offering Profitable: No ($77.195 million loss for FY ’99) WEBSITE OVERVIEW Website: www.nextcard.com Site Launch: December 1997 Site Type: Business-to-consumer Business Model: Fee-based Site Size: One service Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service Back-end Integration: Access to customer account information, transaction processing, transaction status, and transaction history are integrated into website.

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NextCard Home Page

MARKETING Media: Radio and television advertising, consumer periodical advertising Partnerships: • Amazon.com Inc. (www.amazon.com) • ChipShot.com (www.chipshot.com) • ebates.com (www.ebates.com) • eGroups Inc. (www.onelist.com) • E-Loan Inc. (www.eloan.com) • Flooz.com Inc. (www.flooz.com) • Hoovers Inc. (www.hoovers.com) • InsWeb Corp. (www.insweb.com) • The Knot (www.theknot.com) • MapQuest.com Inc. (www.mapquest.com) • Planet Out (www.planetout.com) • Priceline.com Inc. (www.priceline.com) • Travelscape.com (www.travelscape.com) • United Media (www.dilbert.com) • USA Today Online (www.usatoday.com) • Weather Channel (www.weather.com) Affiliates Program: NextCard Affiliate Network No. of Affiliates: 40,000 Commission Rate: $20.00 per new account MANAGEMENT Jeremy R. Lent, Chairman and Chief Executive Officer. Previously served as senior vice president and as chief financial officer of Providian Bancorp. B.A. and M.A. from Cambridge University and M.B.A. from the University of Chicago. Timothy J. Coltrell, Chief Operating Officer. Previously served as president and CEO of GE Capital Consumer Credit Card Company and in a variety of positions at Providian Bancorp, including assistant vice president of collections, vice president of acquisitions, and vice president of risk control. B.A. and M.B.A. from the University of California at Irvine.

Steve Rubinow, Chief Information Officer. Previously served as CIO for AdKnowledge, vice president of corporate management information systems at Fidelity Investments, vice president of market planning at Budget Rent a Car, and director of decision support services at the Quaker Oats Company. M.S. in Computer Science from DePaul University, Ph.D. in Chemistry from the University of Illinois, and M.B.A. from the University of Illinois. Molly Lent, Chief Corporate Development Officer. Previously served as president of Art Forms, an art distribution company. B.A. from State University of New York at Buffalo. Daniel D. Springer, Chief Marketing Officer. Previously served as a consultant with McKinsey & Company. B.A. from Occidental College and M.B.A. from Harvard University. Bruce Rigione, Senior Vice President, Business Development. Previously served as a private consultant, as a managing director and global head of asset securitization for HSBC Markets, and as a managing director and head of securitization for Chase Securities. B.A. from Fairfield University and M.B.A. from Columbia University. Yinzi Cai, Senior Vice President, Decision Analytics. Previously served as a principal in the Finance Industry Group of American Management Systems, and as a risk manager for GE Capital. B.S. from Fudan University and M.S. from Case Western Reserve University. Shaun Deane, Vice President, Project Integration and Planning. Previously founded and served as vice president of the New Media Products Group at educational publisher Addison-Wesley Longman and in a variety of positions at Apple Computer, including director of its Evangelism Group. B.A. from Brandeis University and M.A. from the University of San Francisco. Mike Angiletta, Manager - NextCard Affiliate Network INTERNET INFRASTRUCTURE Design Consultants: First Data Corp. Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications; customer account server(s) co-located at First Data data center Mirror Locations: None Hardware Platform: Dell Computer Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary Java applications Web Servers: 30+ total Dell PowerEdge 2300 servers Database Platform: Microsoft SQL Server 7.0, Oracle Database Servers: See “Web Servers” above Personalization: Not used Affiliate Management: Commission Junction Transaction Processing: Proprietary applications

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Other Applications: eShare Technologies online customer service, ART Technology Dynamo Application Server, Resonate load balancing software, SAS Institute data analysis software, Mercury WinRunner and LoadRunner OPERATING BENCHMARKS Total Revenue 1999........................................$26.56mn 1998........................................$ 1.20mn 1997........................................$ 0.09mn Marketing Expenditures 1999........................................$24.65mn 1998........................................$ 4.32mn 1997........................................$ 0.05mn Development Expenditures 1999........................................$22.05mn 1998........................................$ 0.50mn 1997........................................$ 0.09mn Total Accounts (end of period) 1999...........................................220,000 1998.............................................40,000 1997......................................................0 COMMENTS NextCard is an Internet-based credit card issuer. The company offers its own NextCard Visa card as well as affinity Visa cards through partnerships with companies such as Amazon.com, priceline.com, ebates.com, MyPoints.com, Flooz.com, and United Media’s Dilbert cartoon strip. Gross revenue for the first quarter ending March 31, 2000 was $31.02 million with a loss of $17.7 million. Total accounts reached 337,000 at the end of the quarter. The company was originally founded as Internet Access Financial Corp. and changed its name to NextCard Inc. in October 1998. Between December 1997 and September 1999, NextCard Visa cards were issued exclusively through a profit and loss sharing partnership with Heritage Bank of Commerce. In September 1999, the company acquired Textron National Bank, which was subsequently renamed NextBank. Since the acquisition of Textron, the company has originated accounts on its own behalf through NextBank. The company offers its NextCard Visa card within the context of a broader e-commerce platform. Cardholders are provided access to online account reporting and management services, a NextCard Concierge electronic wallet software which simplifies online shopping, a GoShopping! online shopping portal -- created in partnership with Epinions, Flooz.com, and BizRate.com -and a NextCard Rewards which provides reward points based on spending and balance transfer activity.

In February 1999, the company announced an agreement with Flooz.com that provides for a variety of cross-marketing initiatives and for NextCard to integrate the Flooz.com online gift currency into its e-commerce platform; as part of the agreement, the company purchased a minority stake in Flooz.com. The company also acquired PayTrust, an online bill payment service, in the first quarter of 2000. PayTrust will be used as a platform to offer online bill payment services to cardholders.

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OfficeDepot.com
Office Depot, Inc. 818 Mission Street, Fourth Floor San Francisco, CA 94103, U.S.A. Tel. 415-974-1000
Unique Visitors (March 2000): Reach: Rank: 715,000 1.1% 1,020

ORGANIZATION Business Sector: Office supplies Founded: 1986 Employees: 48,000 total Offline Activity Storefronts: 798 U.S., 70 International Catalogs Mailed: 296 million Facilities: • Delray Beach, FL headquarters and data center • San Francisco, CA officedepot.com office • Torrance, CA Viking Office Products office • Charlotte, NC data center • 30 distribution facilities in 18 states • 17 international distribution facilities in 10 countries • 60 regional sales offices Telecenter: Seven in-house U.S. call centers with 1,000+ customer account managers; 14 international call centers Ownership: Public Trading Symbol: ODP (NYSE) Major Shareholders: n/a Shareholder Equity: $1.876 billion Profitable: Yes ($257.638 million profit for FY ’99) WEBSITE OVERVIEW Website: www.officedepot.com Site Launch: January 1998 Site Version: 5.0 Site Type: Business-to-business Business Model: Fixed pricing Site Size: 7,000+ products plus ability to order any catalog item by product number Languages: English Accepts Advertising: No Site Features: General help; foreign language product information and order pages are planned. Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and order tracking are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, business periodical advertising, direct mail

Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • America Online (www.digitalcities.com) • ChamberBiz (www.chamberbiz.com) • Chase Manhattan/Chase.com (www.chase.com) • Intelisys Electronic Commerce (IEC Portal service) • Intuit Inc. (www.quicken.com) • Oracle Corp. (Oracle Exchange) • PurchasePro (www.purchasepro.com) • iVillage, Inc. (www.ivillage.com) Affiliates Program: None MANAGEMENT William Seltzer, Executive Vice President Information Systems and Chief Information Officer Monica Luechtefeld, Senior Vice President of ECommerce Joan Broughton, Director of Web Publishing Francis Juliano, Director of Product Development and Technology INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: MCI Telecommunications Corp., IBM Corp. Internet Connectivity: Multiple shared DS-3 lines Mirror Locations: None Hardware Platform: Compaq Computer Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Multiple Compaq AlphaServers Database Platform: Microsoft SQL Server 7.0 Database Servers: Multiple Compaq AlphaServers; realtime links to IBM AS/400 legacy system via proprietary messaging layer Personalization: Microsoft Site Server Commerce Edition Affiliate Management: Not used Payment Processing: Proprietary application; links to chain-wide POS system and AVS Other Applications: GroupOne AVS, Microsoft Visual InterDev and SourceSafe, AskJeeves search, NCR Teradata retailDecisions, Kana eBusiness System OPERATING BENCHMARKS Total Revenue 1999.......................................$10.263bn 1998.........................................$8.998bn 1997.........................................$8.100bn

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OfficeDepot.com Home Page

Online Sales 1999........................................$349.7mn 1998........................................$ 66.5mn 1997................................................... n/a Total Advertising Expenditures 1999........................................$285.3mn 1998........................................$230.8mn 1997........................................$201.8mn Online Customer Accounts (end of period) 1999...........................................292,000 1998.............................................42,000 1997................................................... n/a COMMENTS Office Depot is the largest retailer of office products in the U.S. The company began offering online purchasing to

its larger customers in 1996 through individually customized websites. The public site was launched in 1998 for individuals and small businesses. The Office Depot website is integrated into the mainframe systems which support the company’s bricks-and-mortar operations. All online orders, as well as orders received through the call centers by telephone or by fax, are electronically routed over the Internet to the store or distribution facility closest to the customer for pick-up or delivery. Customers can use the website to look at inventory availability in both the local store as well as the closest distribution center and to track orders regardless of the channel used to place them. Online sales from all sources for the first quarter ending March 25, 2000 were $171.6 million compared to $50.4 million in the same quarter of 1999. The company expects to do upwards of $1 billion in online sales during 2000 and $3-4 billion by 2004. The company has partnered with several firms to offer its online customers business services from Stamps.com, ELetter, DigitalWork, Intuit, WebsitePros, Art.com, PurchasePro.com, and Jintek/ScheduleOnline. In 1998, the company acquired Viking Office Products. Office Depot intends to leverage Viking’s international sales infrastructure to expand its online sales outside of the U.S. Viking operates an online storefront at www.vikingop.com and international sites where launched for Germany in February 1999 and for the U.K. and the Netherlands in March 1999. An additional ten international sites are planned for 2000. The company has endorsed the Digital Receipt Alliance standard for XML-based digital receipts proposed by NCR Corp. and backed by Visa International, Microsoft, AOL, and HP's VeriFone division. It is also a supporter of the OBI protocol. In October 1999, the company announced an equity investment in PurchasePro.com and a strategic alliance in which the two companies will cross-market to each other’s customers and will jointly create an online marketplace targeting small and medium-sized businesses. In the first quarter of 2000, the company invested $10 million in three additional companies: Bigstep.com, which provides a free integrated suite of e-business services to the small office/home office market; Cellmania.com, which provides web-based cellular telephone appliances and services; and 2Wire, which provides a residential business-to-business Internet gateway service to home-based workers. In May 2000, the company announced a five-year, $44 million marketing partnership with America Online. Office Depot will be promoted across all of AOL’s properties and the two companies will develop a cobranded business with content, services, and business products for small business customers. The partnership will also providing AOL with visibility across Office Depot’s various sales channels, including its retail stores, website, and its national advertising.

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The eCommerce Almanac • Excite, Inc. (www.excite.com) • Gateway Computer (icon on Gateway PCs) • Inktomi Corp. (Inktomi Shopping Engine) • Lycos, Inc. (www.lycos.com) • Lycos, Inc. (www.tripod.com) • Microsoft Corp. (plaza.msn.com) • Netcentives, Inc. (www.netcentives.com) • OneCore.com (www.onecore.com) • Winstar Communications Inc. (www.office.com) Affiliates Program: OfficeMax.com Affiliate Program Number of Affiliates: n/a Commission Rate: 4-10% tiered MANAGEMENT Ryan Vero, Vice President-OfficeMax.com INTERNET INFRASTRUCTURE Outside Consultants: Digital Boardwalk Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: Multiple DS-3 lines Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: Broadvision One-to-One Web Servers: Multiple Sun servers Database Platform: Oracle Database Servers: Sun/EMC Personalization: Proprietary application; BroadVision One-to-One Affiliate Management: LinkShare Payment Processing: Proprietary application Other Applications: Microsoft Passport, RedCart Universal Shopping Cart OPERATING BENCHMARKS Total Revenue1 2000.........................................$4.843bn 1999.........................................$4.338bn 1998.........................................$3.765bn Online Sales1 2000..........................................$40.2mn 1999..........................................$ 6.3mn 1998..........................................$ 1.0mn
1. Fiscal year ending January 22.

OfficeMax.com
OfficeMax Inc. 3605 Warrensville Center Road Shaker Heights, OH 44122, U.S.A. Tel. 216-471-6900 Fax 216-471-4040
Unique Visitors (March 2000): Reach: Rank: 794,000 1.2% 910

ORGANIZATION Business Sector: Office supplies Founded: 1988 Employees: 41,000 total (100+ interactive staff) Offline Activity Storefronts: 971 Catalogs Mailed: n/a Facilities: • Shaker Heights, OH headquarters • 19 fulfillment centers across U.S. • 2 PowerMax Distribution Centers in U.S. Telecenter: In-house call centers in Cleveland, OH and Dallas, TX Ownership: Public Trading Symbol: OMX (NYSE) Major Shareholders: n/a Shareholder Equity: $1.1 billion Profitable: Yes ($10.041 million profit for FY ’99; OfficeMax.com segment reported $3.906 million loss for FY ’99) WEBSITE OVERVIEW Website: www.officemax.com Site Launch: March 1995 Site Type: Business-to-business Business Model: Fixed pricing Site Size: 25,000+ product SKUs plus 17,000+ downloadable software titles Languages: English, Spanish (officemax.com.mx), Japanese (officemax.co.jp) Accepts Advertising: No Site Features: General help, contextual help Back-end Integration: Access to customer account information, order history, inventory availability, order and payment processing, order status, and shipment tracking are integrated into website MARKETING Media: Television and radio advertising, consumer and business periodical advertising, direct mail Partnerships: • Amazon.com Inc. (www.zshops.com) • America Online Inc. (Proprietary dial-up service) 124

COMMENTS OfficeMax.com is the Internet marketing division of OfficeMax Inc. OfficeMax Inc is currently organized into three business segments: a Core Business Segment that encompasses the company’s retail stores, call centers, and outside sales force; a Computer Business Segment which

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OfficeMax.com Home Page

1-800-FLOWERS, Inc.
1600 Stewart Avenue Westbury, NY 11590, U.S.A. Tel. 516-237-6000 Fax 516-237-6060
Unique Visitors (March 2000): Reach: Rank: 995,000 1.5% 675

is focused on in-store computer hardware and software sales; and the OfficeMax.com Segment. Although OfficeMax.com is currently managed as a division within OfficeMax Inc., the company announced plans in December 1999 to evaluate alternate organizational strategies, including issuing a tracking stock for the Internet unit or even spinning it off in an IPO. The OfficeMax.com unit leverages the parent company’s existing infrastructure, which includes 21 delivery centers across the U.S. and two national call centers. The unit also piggybacks on OfficeMax Inc.’s advertising and marketing programs which spent more than $123 million during 1999 net of vendor reimbursements. Online sales were $26.13 million for the first quarter ending April 22, 2000, up from $4.43 million in the same quarter of 1999, with a loss of $7.36 million. The Internet infrastructure of OfficeMax.com is substantially autonomous, although transaction processing systems are integrated into the parent’s SAP/R3 ERP system for order management, payment processing, distribution, accounting and financial systems.

ORGANIZATION Business Sector: Gifts Founded: 1987 Employees: 2,100 total (25 interactive staff) Offline Activity Storefronts: 36 company-owned, 87 franchised, and 2,000 (approx.) Partner Florists Catalogs Mailed: 36 million (FY ’99) Facilities: • Westbury, NY headquarters • Madison, VA distribution and service center • Phoenix, AZ distribution and service center • Denver, CO distribution center • Westbury, NY customer service center • Bethpage, NY customer service center • Marietta, GA customer service center • San Antonio, TX customer service center Telecenter: Six in-house call centers Ownership: Public Trading Symbol: FLWS Major Shareholders: • James McCann, Chairman and CEO • Chase Venture Capital Associates • Benchmark Capital Partners • SOFTBANK America • Waelinvest S.A Financing: $239.7 million from two rounds and IPO Profitable: No ($53.92 million loss for nine months ended 3/26/00) WEBSITE OVERVIEW Website: www.1800flowers.com, www.800flowers.com Site Launch: April 1995 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 1,500 plants and floral arrangements, 6,000 (approx.) gift product SKUs Languages: English, Spanish Accepts Advertising: No Site Features: General help, online real-time customer service, foreign language product information and order pages

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The eCommerce Almanac • Microsoft Corp. (www.msn.com) • NBC Internet (www.snap.com) • StarMedia Network (www.starmedia.com) • Virtual Emporium (www.virtualemporium.com) • United Airlines • American Airlines • Delta Airlines • American Express • VISA • MasterCard Affiliates Program: 1-800-Flowers.com Commission+ Affiliate Network Number of Affiliates: 14,000 Commission Rate: 6-8% based on aggregate monthly order value MANAGEMENT James McCann, Chairman and Chief Executive Officer Christopher McCann, Senior Vice President T. Guy Minetti, Senior Vice President, Corporate Development Jerry Noonan, Senior Vice President and Chief Marketing Officer Jeffry Borror, Senior Vice President and Chief Technology Officer Donna Iucolano, Senior Vice President, Interactive Services Joe Hage, Vice President of Marketing Norman Dee, Director of Planning and Web Strategies INTERNET INFRASTRUCTURE Design Consultants: Fry Multimedia Inc. Site Maintenance: In-house staff and outside consultant Hosting Arrangement: Co-located server(s) Access Provider: UUNET/MCI Worldcom, Exodus Communications Mirror Locations: One Hardware Platform: Intel Pentium, Sun Microsystems Operating System: Windows NT, Solaris (BloomLink) Web Server Software: Microsoft IIS, Netscape Enterprise Server 3.6 (BloomLink) Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Multiple Pentium servers, two Sun Ultra 2 servers (BloomLink) Application Servers: Two Compaq 2500 servers (BloomLink) Database Platform: Microsoft SQL Server, Oracle (BloomLink) Database Servers: Two Sun Ultra 2 servers (BloomLink) Personalization: Microsoft Site Server Commerce Edition, proprietary applications Affiliate Management: LinkShare Payment Processing: Signio, OrderTrust, Achex Payment Service

1-800-FLOWERS Home Page

Back-end Integration: Access to customer account information, order history, order processing, and payment processing are integrated into website. MARKETING Media: Radio and television advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • America Online (www.digitalcity.com) • America Online (ICQ service) • Amazon.com Inc. (www.amazon.com) • BarnesandNoble.com (www.barnesandnoble.com) • Dawson's Desktop (www.dawsonsdesktop.com) • Excite@Home (www.excite.com) • GiftCertificates.com (www.giftcertificates.com) • GiftPoint.com (www.giftpoint.com) • iParty Corp. (www.iparty.com) • Inflightonline.com (www Inflightonline.com)

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Other Applications: RedCart Universal Shopping Cart, Prime Response PrimeVantage marketing software, iPivot load balancing software, eShare Technologies NetAgent, Kana Solution customer support OPERATING BENCHMARKS Total Revenue1 1999........................................$295.9mn 1998........................................$220.6mn 1997........................................$186.4mn Online Sales1 1999........................................$52.89mn 1998........................................$26.75mn 1997........................................$16.09mn Marketing Expenditures1 1999........................................$92.15mn 1998........................................$55.42mn 1997........................................$47.46mn Technology and Development Expenditures1 1999..........................................$8.07mn 1998..........................................$1.79mn 1997..........................................$1.41mn Total Customers (end of period) 1999..............................................7.8mn 1998..............................................6.5mn 1997................................................... n/a
1. Fiscal year ending June

to process web site orders as well as orders from the call centers, fax, and America Online. Fulfillment partners are able to log-in to BloomLink, access orders, download information to their point-of-sale system, and process other database-intensive information. BloomLink also supports user editable dealer home pages, special interest chat sessions with floral and small business experts, and an ecommerce application for dealer supplies. In November 1999, the Company acquired GreatFood.com, an online retailer of specialty and gourmet food products for approximately $18.7 million in cash. The company also inked a partnership the same month with Fulton Street Lobster and Seafood Company to add a gourmet storefront to the 1-800-FLOWERS website offering lobster, seafood and aged porterhouse steaks beginning in December 1999.

COMMENTS 1-800-FLOWERS was already selling millions of dollars worth of flowers in 1995 when it launched its first online storefront. Sales from the online channel have increased from 8.6% of total sales in FY 1997 to 17.9% in 1999. Cumulative online customers have expanded from 400,000 at the end of FY 1998 to 700,000 in 1999. During the first nine months of FY 2000 (6/28/99 to 3/26/00), online revenues totaled $71 million, representing a 135% increase over the comparable period last year, and the number of online customers exceeded 1.8 million. Many customers also place orders through multiple channels; the company reports more than one million customers placed orders during the most recent quarter (Jan. 1, 2000 to March 26, 2000), approximately 40 percent were repeat customers and more than 25 percent of the repeat customers placed their orders both online and by telephone. A majority of orders processed by the company are fulfilled through its BloomNet network of independent florists or one of its own retail stores. The company has developed an extranet called BloomLink that leverages its website infrastructure and connects the company to many of its fulfillment partners. The BloomLink extranet is used
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OneCore.com
5 Oak Park Drive Bedford, MA 01730, U.S.A. Tel. 781-275-5900 Fax 781-275-7797
Unique Visitors (March 2000): Reach: Rank: n/a n/a n/a

OneCore.com Home Page

ORGANIZATION Business Sector: Financial services/Banking/Brokerage Founded: 1998 Employees: 80 (5 Web Staff) Offline Activity: Storefronts: None Catalogs Mailed: None Facilities: Bedford, MA headquarters Telecenter: In-house call center with 14 representatives Ownership: Private Trading Symbol: None Major Shareholders • CMGI @ Ventures • Century Capital Management, Inc. • Paine Webber Group, Inc. • Merrill Lynch • Onex Ventures Financing: $37.5+ million in three rounds Profitable: No WEBSITE OVERVIEW Website: www.onecore.com Site Launch: April 1998 Site Version: 3.0 Site Type: Business-to-business Business Model: Fee-based Site Size: 10 services Languages: English Accepts Advertising: No Site Features: General help, contextual help, customer created content Back-end Integration: Access to account information, order history, order status, and payment processing are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, business periodical advertising, direct mail Partnerships • Bigstep (www.bigstep.com) • Cisco Resource Network (www.cisco.com) • Concentric Network (www.concentric.com) • The Company Corporation (www.corporate.com) • EarthLink (www.earthlink.com) 128

• eCongo.com Inc. (www.econgo.com) • Entrepreneur.com (www.entrepreneur.com) • Inc. magazine/inc.com (www.inc.com) • National Small Business United (www.nsbu.org) • NetLedger Inc. (www.netledger.com) • OfficeMax Inc. (www.officemax.com) • Peachtree Software (www.peachtree.com) • SBT Accounting Systems (www.sbt.com) • TrueAdvantage.com (www.trueadvantage.com) • Webforia Inc. (www.webforia.com) Affiliates Program: OneCore.com Affiliate Marketing Program No. of affiliates: 15,000+ Commission Rate: $50.00 per converted referral MANAGEMENT Jack Littman-Quinn, Chief Executive Officer. Previously served as co-founder and president of PCs Compleat and as senior vice president, international sales for Microamerica/Merisel, Inc. B.A. and Masters degree from Boston College.

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Joseph McConnell, Chief Financial Officer. Previously served as senior vice president and CFO of AT/Comm Inc., president and CEO of Acentech Inc., a wholly-owned subsidiary of Bolt Beranek and Newman (BBN), and in various senior management positions with The Carlson Group, Inc. B.S. from Northeastern University. Christopher M. Hill, Vice President, Product Management. Previously served as director of product marketing at Farsight Financial Services and in various positions at IDD Information Services, a Dow Jones Company. B.S. in Communications from Suffolk University and M.B.A. candidate at Bentley College. Paul B. Poh, Vice President, Technology. Previously served as an officer with State Street Brokerage Services and as manager of software engineering at IDD Information Services. Attended Tufts University. Tomas S. Yurkstas, Vice President, Marketing. Previously served as vice president and senior product manager for Fleet Financial Group's online financial services division, marketing manager for Interactive Media Group, and business development director with Gofax International. B.S. in Electrical Engineering and M.B.A. from University of Massachusetts. Gregory D. Tuel, Vice President, Business Development. Previously served as director of business development for CheckFree Corp.’s Electronic Commerce Division and as founder and president of LaserMail, Inc. B.A. from Muskingum College in New Concord, Ohio. John J. Nusslein, Vice President and General Manager, Member Support. Previously responsible for management of the trading and operations division at Insight Management and in various positions at Fidelity Investments. B.S. and M.B.A. from Bentley College. Pamela J. Brewster, Director, Marketing Communications. Previously served as a managing editor at Standard & Poor's Published Image, as principal of Brewster Ingraham Consulting Group and in various positions at Bankers Trust Company. B.A. in Economics from Cornell University and M.B.A. from Stanford University. Larry Jansen, President, OneCore Securities, Inc. Previously served as a financial representative at Spartan Brokerage, Fidelity Investment's deep discount division, and as a registered representative for Dean Witter Reynolds. B.S. in General Business from Boston College and Masters degree in Personal Financial Planning from Bentley College. INTERNET INFRASTRUCTURE Design Consultants: Corey MacPherson and Nash Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: Two 100 BTX Connections Mirror Locations: One Hardware Platform: Intel Pentium

Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary application Database Platform: Microsoft SQL Server Personalization: Under consideration Affiliate Management: BeFree BFAST Payment Processing: Proprietary application COMMENTS OneCore.com offers a complete financial solution for small businesses and entrepreneurs, including cash management, online bill payment, payroll services, 401(k) plans, merchant services, loans, credit cards, and leases. A bricks-and-mortar presence -- enabling customers to immediately deposit funds in their OneCore accounts -has been created through partnerships with seven banks operating more than 3,100 branches in 33 states. The company was originally founded as Boston Financial Network and changed its name to OneCore in March 1999. The company has partnered with Fiserv Securities, Scudder Kemper Investments, Federated Investors, and PNC Bank to support its OneCore accounts. Online bill payment services are provided through a partnership with CheckFree Corp. Payroll services and 401(k) plan administration are provided by Computing Resources and Bankers Systems respectively. Merchant services are provided through Cardservice International and Michigan Bankard Services. Credit card, lease financing, and SBA loans are provided through partnerships with Advanta, Sierra Cities, company finance.com, and CIT Financial Services.

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Outpost.com
Cyberian Outpost, Inc. 23 North Main Street Kent, CT 06757, U.S.A. Tel. 860-927-2050 Fax 860-927-2055
Unique Visitors (March 2000): Reach: Rank: 643,000 1.0% 1,116

Outpost.com Home Page

ORGANIZATION Business Sector: Computer hardware/software Founded: March 1995 Employees: 164 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Kent, CT headquarters • Wilmington, OH distribution facility Telecenter: n/a Ownership: Public Trading Symbol: COOL (NASDAQ) Major Shareholders: • Darryl Peck, Chairman • Winfield Capital Corp. • Primus Venture Partners • Brand Equity Ventures Financing: $129.2 million in 3 rounds, IPO and private placement Profitable: No ($35.62 million loss for FY ’00) WEBSITE OVERVIEW Website: www.outpost.com, www.outpostauction.com, www.cyberianoutpost.com Site Launch: May 1995 Site Type: Business-to-consumer, Business-to-business Business Model: Fixed pricing and auction/negotiated pricing Site Size: 170,000 products (approx.), including 130,000 software titles Languages: English, Cantonese, Chinese, Dutch, French, German, Italian, Japanese, Korean, Portuguese, Spanish, Swedish, and Taiwanese Accepts Advertising: Yes Site Features: General help, one-click ordering/quick buy, foreign language product information and order pages Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, business periodical advertising Partnerships: • Amazon.com Inc. (www.amazon.com) • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • Big Planet (www.bigplanet.com) • Computer.com (www.computer.com) • theglobe.com inc. (www.theglobe.com) • Lycos Bertelsmann (www.lycos.co.uk) • Netcentives Inc. (www.clickrewards.com) • Scandinavia Online (www.scandinaviaonline.com) • StarMedia Network (www.starmedia.com) • ShopperConnection (www.shopperconnection.com) • The Magma Group (gross roots marketing) • USA Today Online (www.usatoday.com) • WingspanBank (www.wingspan.com) Affiliates Program: Outpost Affiliates Network

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No. of Affiliates: 80,000+ Commission Rate: 3% of order value or 5% of order value paid in the form of store credit MANAGEMENT Darryl Peck, Founder and Chairman Robert Bowman, President and Chief Executive Officer Katherine Vick, Executive Vice President for Busines Development and Chief Financial Officer Philip Rello, Chief Sales Officer Raymond Karrenbauer, Chief Technology Officer Don Bachman, Director-Business Intelligence Derek Holding, Director-Customer Experience INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Inc. Internet Connectivity: One DS-3 line Mirror Location: None Hardware Platform: Sun Microsystems Ultra Enterprise, Hewlett-Packard Vectra Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server Commerce Platform: Broadvision One-to-One Commerce and One-to-One Enterprise, proprietary applications Web Servers: 20 total servers Application Servers: See “Web Servers” above Database Platform: Oracle 8 Database Servers: See “Web Servers” above Personalization: Broadvision One-to-One Commerce Affiliate Management: LinkShare Payment Processing: Smith-Gardner and Associates MACS II Other Applications: BroadVision One-to-One Publishing Center, Sagent Technology and SAS Institute visitor analysis software, DataSage buyer analysis software, Rubric Enterprise Marketing Automation e-mail marketing software, FairMarket AuctionPlace, Verity search software, Engage Accipiter Ad Server, Andromedia Aria real-time tracking software OPERATING BENCHMARKS Total Revenue1 2000........................................$188.6mn 1999........................................$ 85.2mn 1998........................................$ 22.7mn 1997........................................$ 10.8mn International Sales1 2000.................................................10% 1999.................................................14% 1998.................................................36% 1997.................................................47%

Sales to Repeat Customers1 2000................................................ 50% 1999................................................ 45% 1998................................................ 48% 1997...................................................n/a Total Customers1 2000...........................................627,000 1999...........................................280,000 1998...........................................103,000 1997.............................................32,500 Marketing Expenditures1 2000........................................$41.67mn 1999........................................$26.87mn 1998........................................$ 5.94mn 1997........................................$ 1.41mn Technology Expenditures1 2000..........................................$7.00mn 1999..........................................$3.72mn 1998..........................................$1.06mn 1997..........................................$0.38mn
1. Fiscal year ending February 28/29.

COMMENTS Outpost.com was founded in 1995 as Cyberian Outpost. The company brand was shortened to Outpost.com in 1998. The company operates its own fulfillment center in Wilmington, Ohio -- a hub for its primary shipping partner, Airborne Express -- which typically inventories approximately 5,000 product SKUs. A substantial portion of products sold are supplied by distributors and wholesalers -- primarily Ingram Micro, Tech Data, and Pinacor/MicroAge -- who drop ship many orders directly to customers. In August 1999, the company unveiled a new initiative that enabled other retailers to leverage its e-commerce infrastructure by providing them with site design, site maintenance, and order management and fulfillment services through partnership agreements. The initial partnership was with Tweeter Home Entertainment Group. Additional partnerships have since been negotiated with Wolf Camera, Brookstone, Golf Galaxy, Sandbox.com Computer.com and Exactly Vertical, which collectively operate more than 1,000 storefronts. The company began offering same day delivery service in April 2000 to Chicago, Detroit, Milwaukee, St. Louis, Minneapolis, Pittsburgh, Ohio, New York, Washington (D.C.), Memphis, Miami, Orlando, Houston, Dallas/Fort Worth, Boston, Phoenix, Salt Lake City, Charlotte, San Francisco, Denver, Los Angeles, and Atlanta for orders placed by 10:30 AM (EST). A new retrieval service was also launched in April, enabling customers to contact the company and arrange to have product returns picked-up. 131

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Peapod, Inc.
9933 Woods Drive, Suite 375 Skokie, IL 60076, U.S.A. Tel. 847-583-9400 Fax 847-583-9595
Unique Visitors (March 2000): Reach: Rank: 173,000 0.3% 4,319

PeaPod Home Page

ORGANIZATION Business Sector: Groceries Founded: 1989 Employees: 610 full-time; 410 part-time Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Skokie, IL headquarters • Niles, IL distribution center • Union City, CA distribution center • Chicago, IL distribution center • Dallas, TX distribution center • Long Island, NY distribution center Telecenter: In-house call center Ownership: Public Trading Symbol: PPOD (NASDAQ) Major Shareholders: • Koninklijke Ahold N.V. (16%) • Nevis Capital Management (13%) • Tribune National Marketing Company (8%) • Thomas Parkinson, CTO (5%) • Andrew Parkinson, Chairman (5%) Financing: $145 million Profitable: No ($28.453 million loss for FY ’99) WEBSITE OVERVIEW Website: www.peapod.com Site Launch: January 1997 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 50,000+ products Languages: English Accepts Advertising: Yes Site Features: General help Back-end Integration: Access to customer account information, order history, and order processing are integrated into website. MARKETING Media: Radio advertising, newspaper advertising, and direct mail Partnerships: • Excite@Home (www.excite.com) 132

• Follett (www.efollet.com) • Food.com (www.food.com) • Hearst Corp. (www.homearts.com) Affiliates Program: Peapod Affiliate Program Number of Affiliates: <1,000 Commission Rate: $15.00 per referred first-time order and $15.00 for each referred customer’s third order MANAGEMENT Andrew B. Parkinson, Chairman Marc van Gelder, President and Chief Executive Officer Dan Rabinowitz, Senior Vice President and Chief Financial Officer Thomas L. Parkinson, Senior Vice President and Chief Technology Officer. John A. Furton, Senior Vice President and Chief Information Officer Raymond Britt, Senior Vice President of Business Operations and Development Michael Brennan, Senior Vice President of Marketing and Product Management Randy Pickard, Director Electronic Marketing INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: InterNAP Network Services, UUNET/MCI Worldcom Internet Connectivity: Two T-1 lines Mirror Locations: None Hardware Platform: Hewlett-Packard Operating System: HP-UX UNIX Web Server Software: Netscape FastTrack 2.01 Commerce Platform: ART Technology Group Dynamo
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Web Servers: Multiple HP 9000 servers Database Platform: Informix v.7, proprietary application Database Servers: One HP 9000 server Personalization: ART Technology Group Dynamo Affiliate Management: Proprietary application Payment Processing: Proprietary application OPERATING BENCHMARKS Total Revenue 1999........................................$73.13mn 1998........................................$69.27mn 1997........................................$56.94mn Marketing Expenditures 1999..........................................$7.17mn 1998..........................................$7.55mn 1997..........................................$7.73mn Technology Expenditures 1999..........................................$3.54mn 1998..........................................$3.39mn 1997..........................................$1.70mn Orders Processed 1999...........................................571,300 1998...........................................494,700 1997...........................................396,600 Total Customers (end of period) 1999...........................................111,900 1998.............................................95,000 1997...........................................100,400 COMMENTS Founded in 1989, Peapod is one of the original ecommerce companies. The company initially employed proprietary client software which dialed into the Peapod system and enabled customers to shop for groceries online; the transition to a browser-based service was completed in 1999. At the end of March 2000, the company served 129,800 customers in eight metropolitan markets: Chicago, San Francisco/San Jose, Columbus, Boston, Houston, Dallas and Austin, and Long Island. First quarter 2000 revenues were $24.9 million with a $12.7 million loss. Peapod originally fulfilled customer orders by using shoppers who simply picked items at a local grocery retailer that had partnered with the company. Twenty-two of these fulfillment centers across eight metro areas were used at the end of March 2000, down from 32 at the end of 1998. In 1998, a shift in distribution strategy was initiated and the company began establishing its own centralized, dedicated fulfillment centers. At the end of 1999, company-owned fulfillment centers were operating in five locations. The new distribution strategy will enable the company to improve order fulfillment efficiency, reduce

costs, and expand the product selection to include nongrocery items. In addition to offering online shopping services, the company also enables consumer packaged goods companies to conduct highly-targeted, one-to-one advertising and promotion programs, such as electronic couponing, and research consumer shopping behavior and preferences. A Consumer Directions service provides companies with information about consumer behavior in the Internet distribution channel. In May 1999, the company partnered with Walgreen Company to expand its product offering to include health and beauty products, household hardware, small appliances, electrical supplies, audio and video tapes, stationary and art supplies, and seasonal items, In October 1999, a Peapod Packages service was launched, enabling customers outside the company’s normal service areas to order from 7,000 non-perishable grocery items, health- and beauty-care products, pet supplies, and other household goods and receive them through U.P.S. In November 1999, the company partnered with McLane Group, which provides distribution-logistics services and technology for food companies. The two companies also announced a personal investment in Peapod by McLane Group’s chairman and his appointment to Peapod's board of directors.

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Pets.com, Inc.
435 Brannan Street, Suite 100 San Francisco, CA 94107, U.S.A. Tel. 415-222-9999 Fax 415-222-9998
Unique Visitors (March 2000): Reach: Rank: 1,731,000 2.6% 338

Pets.com Home Page

ORGANIZATION Business Sector: Pet Supplies Founded: October 1998 Employees: 279 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • Union City, CA fulfillment center • Greenwood, IN fulfillment center Telecenter: In-house call center with 80+ representatives Ownership: Public Trading Symbol: IPET (NASDAQ) Major Shareholders: • Amazon.com Inc. (30%) • Hummer Winblad Venture Partners (16%) • Bowman Capital Management (5%) • Catalyst Investments (4%) • Julie Wainwright (3%) Financing: $214.89 million in three rounds and IPO Profitable: No ($61.78 million loss for FY ’99) WEBSITE OVERVIEW Website: www.pets.com Site Launch: February 1999 Site Version: 3.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 15,000 (approx.) product SKUs Languages: English Accepts Advertising: No Site Features: General help, contextual help, threaded discussions Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Radio and television advertising, consumer periodical advertising Partnerships: • Amazon.com Inc. (www.amazon.com) 134

• • • • • • • • • • • • • • • • • • • • • •

America Online (proprietary dial-up service) America Online (www.aol.com) America Online (www.compuserve.com) America Online (www.netscape.com) Buena Vista Internet (www.go.com) Buena Vista Internet (www.disney.com) Buena Vista Internet (www.family.com) Buena Vista Internet (www.mrshowbiz.com) Discovery Communications (www.discovery.com) eHow Inc. (www.ehow.com) Excite@Home (www.bluemountainarts.com) FreeShop.com Inc. (www.freeshop.com) Lycos Inc. (www.lycos.com) NBC Internet (www.snap.com) PetPlace.com, Inc (www.petplace.com) PlanetOut Corp. (www.planetout.com) Xoom.com, Inc (www.xoom.com) Yahoo! Inc. (www.yahoo.com) American Veterinary Medical Foundation Best Friends Animal Sanctuary Design Industries Foundation Fighting AIDS Discovery Communications (Discovery, TLC, and Animal Planet cable TV channels) • NADRA Productions • Pet Sitters International • Safeway Inc. (in-store promotion) Affiliates Program: Pets.com Associates Program Number of Affiliates: n/a Commission Rate: $5.00 per new customer plus 10% of order value MANAGEMENT Julie Wainwright, Chairman and Chief Executive Officer. Chris Deyo, President
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Paul Melmon, Vice President of Engineering John Hommeyer, Vice President of Marketing Sue Ann Latterman, Vice President of Strategic Alliances John Benjamin, Vice President of Merchandising Diane Hourany, Vice President of Operations Ralph Lewis, Vice President of Logistics Paul Manca, Chief Financial Officer John Hollon, Vice President of Editorial John Boyden, Creative Director INTERNET INFRASTRUCTURE Design Consultants: Amazon.com Inc., eFORCE Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Internet Connectivity: 100 Mbps connection Mirror Locations: One location planned Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: BroadVision One-to-One, proprietary applications Web Servers: Multiple Sun Enterprise servers Database Platform: Oracle 8i Database Servers: Multiple Sun Enterprise servers Personalization: BroadVision One-to-One Affiliate Management: Be Free BFAST Payment Processing: CyberSource Credit Card Services Other Applications: Quality Software Systems back-end warehouse management system, Kana Solution customer support, Broadbase Software customer data analysis suite, BroadVision Dynamic Command Center OPERATING BENCHMARKS Total Revenue 2000 (Q1) .................................$7.65mn 1999 (Q4) .................................$5.17mn 1999 (Q3) .................................$0.57mn 1999 (Q2) .................................$0.04mn Sales & Marketing Expenditures 2000 (Q1) .................................$28.9mn 1999 (Q4) .................................$30.7mn 1999 (Q3) .................................$10.7mn 1999 (Q2) .................................$ 1.1mn Development Expenditures 2000 (Q1) .................................$2.69mn 1999 (Q4) .................................$2.65mn 1999 (Q3) .................................$2.19mn 1999 (Q2) .................................$1.62mn COMMENTS Pets.com operates one of the Internet’s leading pet supply and content sites. Customer accounts reached

264,000 at the end of March 2000, up from 144,000 at the end of 1999 and repeat customers accounted for 50% of total orders during the first quarter of 2000 compared to 39% during the fourth quarter of 1999. Total revenue for the first quarter ending March 31, 2000 was $7.65 million with a loss of $39.09 million. The company’s largest shareholder is Amazon.com, which invested $58 million between April and November 1999. In addition to investing in the company, Amazon.com has provided consulting services to Pets.com across a range of operational and strategic initiatives and has participated in a variety of joint marketing activities, including e-mail promotions distributed to Amazon.com customers and inserting Pets.com discount coupons in outbound orders. The company began publishing a bi-monthly hardcopy publication, “Pets.com: The Magazine For Pets and Their Humans,” in November 1999. The first issue was distributed to approximately 760,000 households and approximately 300,000 copies were distributed to veterinary offices, shelters, pet sitter organizations, and inserted into outbound Pets.com orders. In November 1999, the Company purchased a 10% interest in PetPlace.com for approximately $2 million and an additional 7.5% stake for $1.5 million in March 2000. In December 1999, acquired Coolpetstuff.com for $75,000 in cash and 40,000 shares of Pets.com common stock. During the first quarter of 2000, acquired an equity stake in the U.K.-based online pet retailer Petspark.com, Ltd. for $700,000 in cash. Acquired competitor Petstore.com in June 2000 for 5.8 million shares of Pets.com common stock.

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PETsMART.com, Inc.
35 Hugus Alley, Suite 210 Pasadena, CA 91103, U.S.A. Tel. 626-817-7100
Unique Visitors (March 2000): Reach: Rank: 1,547,000 2.3% 348

PETsMART.com Home Page

ORGANIZATION Business Sector: Pet supplies Founded: February 1999 Employees: 72 Offline Activity Storefronts: 490 (operated by PETsMART, Inc.) Catalogs Mailed: None Facilities: • Pasadena, CA headquarters • Brockport, NY contract distribution facility Telecenter: Outsourced to PETsMART Inc.; 83 customer representatives in Brockport, NY Ownership: Private; IPO pending Trading Symbol: PSCM (NASDAQ) Major Shareholders • PETsMART, Inc. (48%) • Idealab! Holdings L.L.C. (22%) • Global Retail Partners L.P. (9%) • Idealab! Capital Management (4%) Financing: $81.9 million in two rounds Profitable: No ($52.0 million loss for FY ‘99) WEBSITE OVERVIEW Website: www.petsmart.com Site Launch: June 1999 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 20,000 (approx.) SKUs Languages: English Accepts Advertising: No Site Features: General help, real-time customer-tocustomer chat, customer created content Back-end Integration: Access to customer account information, order history, inventory availability, order processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television and radio advertising, direct mail Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.compuserve.com) • America Online (www.netscape.com) • BarnesandNoble.com (www.barnesandnoble.com) 136 • • • • • • •

Big Dog Holdings (www.bigdogs.com) Buena Vista Internet (www.go.com) coolsavings.com inc. (www.coolsavings.com) GiftCertificates.com (www.giftcertificates.com) LifeMinders.com (www.lifeminders.com) Microsoft Corp. (www.msn.com) Women.com Networks (www.women.com)

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Affiliates Program: PETsMART.com Affiliate Program Number of Affiliates: 14,000 Commission Rate: 10% of net sales plus $5.00 one-time bounty for each new customer MANAGEMENT Thomas P. McGovern, Jr., President and Chief Executive Officer -- Previously served as president and CEO of Interpet, senior vice president, international of Warner Bros. Retail Stores, and vice president, international for Warner Bros. Worldwide Retail. B.A. from the University of Colorado and M.B.A. from Harvard Business School. Richard A. Horn, Senior Vice President and General Merchandise Manager -- Previously served as vice president, merchandising at PETsMART, Inc., chief financial officer of The Weisheimer Companies, and partner in Coopers & Lybrand. Graduate of Indiana University. Michael D. Houlahan, Senior Vice President of Business Development and Off-line Marketing -- Previously served in various positions at Bain & Company, most recently as a Manager in the Technology Practice and Private Equity Group. B.A. from Yale University and M.B.A from Harvard Business School. Daniel M. Kahn, Vice President of Merchandising -Previously served as director of corporate consumable brands for PETsMART, Inc., and as director of category management and as director of marketing and procurement for Alliant Foodservice. B.S. from the University of Illinois and M.B.A. from DePaul University. Eric D. Kidd, Chief Technology Officer and Vice President of Engineering -- Previously served in various positions, including director of corporate technology development, at AltaVista and as a Member of Technical Staff at NASA's Jet Propulsion Laboratory. B.S. from California State Polytechnic University and M.S. from the University of Southern California. Gary R. Marcotte, Chief Financial Officer -- Previously served as vice president and CFO of Walt Disney Company’s Regional Entertainment division, and as vice president of international accounting and finance, assistant treasurer, and assistant controller of Walt Disney Company. B.A. in Economics and Physics from Gustavus Adolphus College and M.B.A. from the University of Wisconsin. Carina J. Schaldach-Walker, Senior Vice President of Site Development and Operations -- Previously served as director of marketing for Consumer's Network and as director of new ventures for the Recycler Classifieds. B.A. Duke University and M.B.A. Harvard Business School. Mark J. Williams, Vice President of Online Marketing -Previously served as director of catalog circulation and database marketing for PETsMARTDirect and as group manager of database marketing for Sara Lee Direct. B.A. from University of Missouri and M.B.A. from Rockhurst College

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: One Hardware Platform: Sun Microsystems Operating System: Solaris Web Server Software: Apache Commerce Platform: InterWorld Commerce Exchange Database Platform: Oracle 8 Personalization: Net Perceptions Group Lens Recommendation Engine Affiliate Management: Be Free BFAST Payment Processing: Proprietary application OPERATING BENCHMARKS Total Revenue 1999 (Q4) .................................$7.79mn 1999 (Q3) .................................$2.09mn 1999 (Q2) .................................$0.57mn Marketing Expenditures 1999 (Q4) ...............................$23.21mn 1999 (Q3) ...............................$ 9.95mn 1999 (Q2) ...............................$ 0.31mn Development Expenditures 1999 (Q4) .................................$1.10mn 1999 (Q3) .................................$0.78mn 1999 (Q2) .................................$0.46mn Total Customers (end of period) 1999...........................................180,000 COMMENTS PETsMART.com was created in May 1999 when PETsMART, Inc., a bricks-and-mortar pet supplies retailer, merged its online operations -- together with a $16 million equity investment -- with competitor PetJungle.com. idealab! and Global Retail Partners, the principal investors in PetJungle.com own a 50.1% majority interest in the newly-created enterprise. An agreement between PETsMART.com and its offline counterpart enables the company to leverage the purchasing, distribution, and customer service infrastructure of PETsMART, Inc. as well as participate in a variety of joint marketing activities, including in-store promotions and visibility in print and broadcast advertising campaigns. The partnership agreement allows the company to sell PETsMART, Inc.'s proprietary branded products. The company’s website is integrated with PETsMART, Inc.’s AS/400 system over a virtual private network for inventory management and fulfillment. PETsMART, Inc.

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processes all orders for fulfillment and its warehouse management system updates the website data on inventory receiving, shipping, quantities and location. In September 1999, the company announced a partnership with Big Dog Holdings (NASDAQ: BDOG) to co-market and co-promote each other’s products and services. Big Dog agreed to provide in-store promotion of PETsMART.com in its 182 retail stores as well as promote the company in the 2+ million catalogs it distributes annually and on its Big Dog website. Big Dog also invested $2.5 million in the company as part of the partnership and PETsMART.com purchased warrants for 121,000 shares of Big Dog of common stock at $10 per share. In October 1999, the company acquired Digital Communities, which operates the AcmePet.com pet community site. In March 2000, the company announced an agreement with HomePage.com to provide the infrastructure and services to enable customers and visitors to create their own customized home pages on the PETsMART.com website.

PlanetRx.com Inc.
349 Oyster Point Blvd., Suite 201 South San Francisco, CA 94080, U.S.A. Tel. (650) 616-1500 Fax (650) 616-1585
Unique Visitors (March 2000): Reach: Rank: 1,427,000 2.1% 378

ORGANIZATION Business Sector: Personal products (online pharmacy) Founded: March 1995 Employees: 390 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • Memphis; TN distribution facility Telecenter: None Ownership: Public Trading Symbol: PLRX (Nasdaq ) Major Shareholders • Benchmark Capital (10.5%) • Sequoia Capital (10.5%) • Markas Holding B.V (5.5%) • Express Scripts, Inc (19.9%) Financing: $144.5 million from 4 rounds and IPO Profitable: No ($98.014 million loss for FY ’99) WEBSITE OVERVIEW Website: www.planetrx.com Site Launch: March 1999 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 27,000 (approx.) product SKUs Languages: English Accepts Advertising: No Site Features: General help, contextual help, real-time customer-to-customer chat, threaded discussions Back-end Integration: Access to customer account information, order history, inventory availability, order status, and shipment tracking are integrated into website. MARKETING Media: Does not advertise in off-line media Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.digitalcity.com) • BabyCenter.com (www.babycenter.com) • BarnesandNoble.com (www barnesandnoble.com) • ePhysician.com (www.ephysician.com)

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PlanetRx.com Home Page

MANAGEMENT Michael Beindorff, Chief Executive Officer James Chong, Senior Vice President and Chief Technology Officer -- Previously served in various positions at Charles Schwab and Company, including vice president, architecture and planning. Steve Valenzuela, Senior Vice President of Finance and Chief Financial Officer -- Previously served ad vice president of finance and CFO for LinkExchange and as vice president of finance for Coherent Laser Group Stephanie Schear, Senior Vice President of Business Development and Sales -- Co-founded PlanetRx. Previously managed e-commerce and healthcare venture investments for Intel Corp.'s Corporate Business Development Group, served as vice president of business development at FireFly, and associate at Alex. Brown & Sons. B.A. and M.A. in Economics from Brandeis University and M.B.A. from Harvard Business School. John McAlpin, Senior Vice President of Distribution Services -- Previously served as vice president of technical operations at Skywire, Inc., a networking company, vice president at First Union Corp. and managing director of FedEx Corp.’s Logistics Services Division. B.S. in Mechanical Engineering from the University of Memphis. Allan Goldman, Vice President of Merchandising -Previously served as senior vice president of marketing and merchandising for The Cosmetic Center, a retail cosmetic company and vice president of merchandising for Rite Aid 48 Corp. B.S. in Health Science from James Madison University. Matthew Naythons, M.D. -- Vice President of Editorial and Publisher -- Founder of Epicenter Communications (1991), and its two online health subsidiaries, NetHealth and NetMed (1996). B.S. from Muhlenberg College and M.D. from Hahnemann University. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Microsoft NT 4.0 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: One Application Servers: One Database Platform: Microsoft SQL Server and IBM UDB Database Servers: One Personalization: Not used Affiliate Management: Be Free BFAST Payment Processing: CyberCash, Achex Payment Service

• Express Scripts Inc. • Gazoontite.com (www.gazoontite.com) • iVillage, Inc. (www.ivillage.com) • Netcentives Inc. (www.clickrewards.com) • News America Inc. (mixed media agreement) • NextCard Inc. (www.nextcard.com) • ShopperConnection (www.shopperconnection.com) • Women.com Networks (www.women.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: PlanetRx Affiliate Program Number of Affiliates: n/a Commission Rate: 15% of non-prescription product sales

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OPERATING BENCHMARKS Total Revenue 1999...................................$8.99mn 1998...................................$0.00mn Online Sales 1999...................................$7.86mn 1998...................................$0.00mn Sales to Repeat Customers 1999......................................... 35% 1998........................................... 0% Marketing Expenditures 1999.................................$55.18mn 1998.................................$ 0.91mn Development Expenditures 1999.................................$12.95mn 1998.................................$ 1.03mn Total Customers (end of period) 1999....................................254,000 1998...............................................0 Registered Users (end of period) 1999....................................537,000 1998...............................................0 COMMENTS PlanetRx.com is a full-service online pharmacy, offering products across six categories: prescription drugs, non- prescription drugs, personal care, beauty and personal care, vitamins and nutrition, and medical supplies. The company’s website also provides numerous content and community services, including detailed information on symptoms, treatments and alternative care for over 100 disease categories. Domain names owned by the company include aids.com, diabetes.com, alzheimers.com, acne.com and 25 others; 16 of these satellite sites are currently operated as part of the PlanetRx website. For the first quarter ending March 31, 2000, the company reported $8.77 million in revenue with a loss of $49.64 million. Repeat customers accounted for 33% of orders during the period and prescription drug sales accounted for 49% of revenue. Registered members increased to 854,000 and total customers reached 400,000 at the end March. A substantial majority of the prescription and over-thecounter products sold by the company are supplied through a strategic partnership with McKesson. The two companies have negotiated a multi-year agreement that requires PlanetRx to purchase 80% of prescription and non-prescription drugs, home healthcare products, sundries and health and beauty aids from McKesson.

In October 1999, the company acquired the ecommerce operations of YourPharmacy.com from pharmacy benefits manager Express Scripts for a 19.9% stake in PlanetRx plus a minimum of $14.65 million annually for five years. The acquisition agreement also appoints PlanetRx as the exclusive on-line pharmacy to Express Scripts 36 million members and Express Scripts will actively promote the company and its online storefront to its members. In January 2000, PlanetRx was the first online pharmacy to fulfill a prescription transmitted over the Internet. The transaction used AHT Corp.’s @Rx prescription-management service to securely transmit a script from a physician in Chicago to the company’s Memphis distribution center. In June 2000, the company announced that it had laidoff 70 employees -- approximately 15% of its workforce -as a cost cutting measure. The cut-backs reportedly affected all areas of the company.

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Priceline.com Inc.
800 Connecticut Avenue Norwalk, CT 06854, U.S.A. Tel. 203-299-8000
Unique Visitors (March 2000): Reach: Rank: 4,421,000 6.6% 81

Priceline.com Home Page

ORGANIZATION Business Sector: Automobiles, Travel, Banking/Financial Services, Food/Coffee/Tea Founded: July 1997 Employees: 378 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Stamford, CT headquarters • New York, NY branch office Telecenter: Outsourced to CallTech Communications with call centers in Stamford, CT, Columbus, OH, and Charlotte, NC. Ownership: Public Trading Symbol: PCLN (NASDAQ) Major Shareholders: • Jay Walker, Vice Chairman (42%) • Richard Braddock, CEO (12%) • General Atlantic Partners (18%) • Delta Airlines, Inc. (12%) • Vulcan Ventures Inc. (6%) Financing: $1.592 billion in three rounds, IPO, secondary offering, and convertible debt offering Profitable: No ($152.6 million loss for FY ’99) WEBSITE OVERVIEW Website: www.priceline.com Site Launch: April 1998 Site Type: Business-to-business, business-to-consumer Business Model: Negotiated pricing (“name your own price”) Site Size: Nine product/service categories covering travel, automobiles, groceries, home loans, gasoline, longdistance telephone service, and person-to-person sales. Languages: English Accepts Advertising: No Site Features: General help, contextual help Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, and order status are integrated into website.

MARKETING Media: Television and radio advertising, and newspaper advertising Partnerships: • AT&T WorldNet (www.att.net) • Preview Travel (www.previewtravel.com) • Travelocity.com (www.travelocity.com) Affiliate Program: Priceline.com Affiliate Network No. of Affiliates: n/a Commission Rate: 1% of net revenue from “bound” (completed) transactions MANAGEMENT Richard Braddock, Chairman and Chief Executive Officer. Previously served as the non-executive chairman of True North Communications, Inc., an advertising company, and Ion Laser Technology, a laser technology company, as a special advisor to General Atlantic Partners, principal of Clayton, Dubilier & Rice, CEO of Medco Containment Services, and in a variety of positions at Citicorp Daniel Schulman, President and Chief Operating Officer. Previously served in various positions at AT&T, including president of AT&T Consumer Markets, president of AT&T WorldNet Service, and vice president, business services marketing of AT&T Business Markets Division. Michael McCadden, Executive Vice President and Chief Marketing Officer. Previously served as executive vice president of Gap, Inc. Direct, E.V.P. of Gap Global Marketing, director of global advertising and public relations for Calvin Klein Cosmetics Company, and in various positions at Lever Brothers/Chesebrough-Pond's and The Gillette Company.

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Heidi G. Miller, Senior Executive Vice President, Strategic Planning and Administration. Previously served as CFO of Citigroup, CFO of Travelers Group, and in various positions at Chemical Bank. Ronald Rose, Chief Information Officer. Previously served in various positions with Standard & Poor's, including chief technology officer of Retail Markets. Michael Diliberto, Senior Vice President, Technology Mitch Truwit, Senior Vice President, Corporate Development Andy Abowitz, Vice President, International Business Development INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located Server(s) Access Provider: Exodus Communications Mirror Locations: One Hardware Platform: Compaq ProLiant Operating System: Windows NT 4 Webserver Software: Microsoft IIS 4.0 Commerce Platform: Proprietary Java middleware application Web Servers: 30+ ProLiant 1850R and 6400 servers Database Platform: Oracle 8 Database Servers: Multiple ProLiant 1850R servers Personalization: Not used Affiliate Management: LinkShare Payment Processing: CyberSource Other Applications: BEA Systems WebLogic Server, Chrome.com auto configuration engine OPERATING BENCHMARKS Total Revenue 1999........................................$482.4mn 1998........................................$ 35.2mn 1997.................................................$0.0 Marketing Expenditures 1999..........................................$79.6mn 1998..........................................$24.4mn 1997..........................................$ 0.4mn Technology Expenditures 1999..........................................$14.0mn 1998..........................................$11.1mn 1997..........................................$ 1.1mn Total Members (end of period) 1999........................................3,800,000 1998...........................................100,000 1997......................................................0

OVERVIEW Priceline.com is the originator of the interactive “name your own price” approach to online sales, a method it calls “demand collection” selling. The company describes the process as “collecting consumer demand,” in the form of individual customer price offers for a given product or service and then electronically communicating that demand to participating sellers -- or accessing the participating sellers' private databases directly -- to determine if the customer's offer can be fulfilled based on sellers’ pricing rules and information. “Adaptive marketing programs” enable the company to integrate customer acquisition programs for third parties into the demand collection sales process, increasing the percentage of successful transactions and generating additional fee income. The company launched its website in April 1998, offering name-your-own-price airline tickets. In July 1998 the service was expanded to include automobiles, followed by hotel rooms in November 1998, home loans in January 1999, groceries in November 1999, car rentals in February 2000, and gasoline and long distance telephone service in June 2000. In January 2000, the company launched a Priceline Perfect YardSale service, enabling individuals to sell items online in their own name-your-own-price person-to-person transactions. The company’s key partners include United Airlines, American Airlines, US Airways, Delta Air Lines, Continental, Northwest, TWA, and America West for airline tickets; National Car Rental, Alamo Rent A Car, Hertz, and Budget Rent A Car for car rentals; AutoNation for car purchases; LendingTree and Alliance Capital Partners for home loans; Net2Phone, deltathree.com, and ZeroPlus.com for long distance service; and Kroger, Safeway, Albertson's Ahold USA, and more than 30 other supermarkets chains in the northeast, southeast and Midwest for Priceline WebHouse Club. Total revenue for the first quarter ending March 31, 2000 was $313.8 million with a loss of $7.3 million. The company added 1.5 million new customers during the quarter -- bringing its total customer base to 5.3 million -and served 830,000 repeat customers. The Priceline WebHouse Club added more than 300,000 new customers during the quarter. In April 1999, the company announced a five year partnership with credit card issuer First USA to create an adaptive marketing program which enables customers to increase the amount of their Priceline purchase offers by specified amounts if they apply for a First USA credit card or pay for their purchase with a First USA credit card. Other adaptive marketing partners include Discover, AT&T, Sprint, and Earthlink.

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In September 1999, the company purchased an equity stake in LendingTree, participating in a $50 million round of financing with GE Capital and three other institutional investors. The company licensed its name-your-own-price technology to the WebHouse Club in September 1999 in return for royalties plus warrants which entitle Priceline to acquire a majority stake in WebHouse. WebHouse, which is backed in-part by Vulcan Ventures, enables consumers to name their own private prices for a variety of retail products and then get those prices when they shop at any of more than 10,000 participating supermarkets. In May 2000, WebHouse partnered with direct mail company ADVO to co-develop internet-based marketing solutions for ADVO's 24,000 clients and 600 sales associates, based on WebHouse’s Half-Price token loyalty program. In January 2000, the company announced a partnership with Hutchison Whampoa Limited to extend the nameyour-own-price process into Asia, including China, Hong Kong, India, Taiwan, Indonesia, Singapore, Thailand, Korea, Malaysia, the Philippines and Vietnam. In February 2000, the company partnered with Frank Blount and Peter Shore, former senior executives of Telstra Corp. Ltd., to launch MyPrice and expand into Australia and New Zealand.

Quicken Loans Inc.
Intuit Inc. 20555 Victor Parkway Livonia, MI 48152, U.S.A. Tel. 734-805-5000
Unique Visitors (March 2000): Reach: Rank: 2,431,000 3.6% 185

ORGANIZATION Business Sector: Financial Services Founded: 1983 Employees: 600 (approx.) Offline Activity: Storefronts: None Catalogs Mailed: None Facilities: • Livonia, MI headquarters • Rochester, MI branch office • West Bloomfield, MI branch office Telecenter: In-house call center with 400+ loan officers/customer service representatives Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of Intuit Inc. (NASDAQ: INTU) Shareholder Equity: $1.561 billion (Intuit Inc.) Profitable: Yes (Intuit reported a $142.36 million profit for 9 months ending April 30, 2000) WEBSITE OVERVIEW Website: www.quicken.com, quickenloans.quicken.com Site Launch: November 1997 Site Type: Business-to-consumer Business Model: Fee-based Site Size: Conventional, sub-prime, home equity, government, and jumbo mortgage loans from Quicken Loans and from 12+ other lenders Languages: English Accepts Advertising: Yes Site Features: General help, contextual help, threaded discussions, real-time customer-to-customer chat, customer created content Back-end Integration: Access to customer account information, payment processing, transaction processing, and transaction status are integrated into website. MARKETING Media: Radio and television advertising, newspaper advertising, business and consumer periodical advertising, direct mail

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QuickenLoans Home Page

Access Providers: UUNET/MCI Worldcom, Cable & Wireless Mirror Locations: Two Hardware Platform: Intel Pentium Operating System: Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications Web Servers: 20 Application Servers: 20 Database Platform: Microsoft SQL Server Database Servers: 3 Personalization: Not used Affiliate Management: Not used Payment Processing: First USA Other Applications: Microsoft SourceSafe, Brio Technology Brio.Enterprise suite OPERATING BENCHMARKS Total Revenue1 2 2000 (9 mos.)........................$931.57mn 1999......................................$847.57mn 1998......................................$592.74mn Marketing Expenditures1 2 2000 (9 mos.)........................$216.19mn 1999......................................$191.63mn 1998......................................$164.83mn

Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • BUYandHold.com Securities (www.buyandhold.com) • Excite@Home (www.excite.com) • CNNfn (www.cnnfn.com) • Homebid.com (www.homebid.com) • ImproveNet (www.improvenet.com) • Realtor.com (www.realtor.com) Affiliate Program: None MANAGEMENT Daniel Gilbert, Chief Executive Officer (Quicken Loans) David Kinser, Senior Vice President, Service Delivery and Operations (Intuit Inc.) Greg Santora, Senior Vice President, Finance and Chief Financial Officer (Intuit Inc.) Raymond Stern, Senior Vice President, Corporate Strategy and Marketing (Intuit Inc.) Eric Dunn, Senior Vice President and Chief Technology Officer (Intuit Inc.) INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) (located at Intuit) Internet Connectivity: Multiple shared DS-3 lines

1.

2.

Fiscal year ending October Total revenue and expenditures because company does not breakout data for Quicken Loans unit

COMMENTS Quicken Loans was launched by Intuit Inc. in November 1997 under the name QuickenMortgage. The original service was an online intermediary between home mortgage applicants and the company’s partner financial institutions. Loan applications were simply collected and transmitted to lenders for processing. Intuit partnered with Mortgage.com to provide the site’s back-end processing engine. In October 1999, Intuit acquired Rock Financial -- a traditional and online mortgage broker -- for $370 million in Intuit common stock and combined it with the QuickenMortgage unit. Rock Financial reported $49.0 million in revenue for the nine months ending September 30, 1999 -- the last reporting period prior to its acquisition by Intuit -- and $97.6 million for the 1998 fiscal year. The two companies originated and closed a combined $3.5 billion in mortgages during 1999. In October 1999, Intuit also acquired Detroit-based Title Source, a provider of title insurance and escrow services, for $6 million. In January 2000, QuickenMortgage was renamed Quicken Loans and the company’s website was relaunched. At the same time, the company began offering borrowers its own direct mortgage loans -- which
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the company resells servicing rights for to various financial institutions -- along with loans from more than a dozen other lenders, such as GE Capital Mortgage and GMAC Mortgage. Integration of the QuickenMortgage and Rock Financial websites and back-end infrastructures was completed in March 2000. The Quicken Loans site is integrated into Intuit’s Quicken.com personal and small business financial services and content site.

Recreational Equipment Inc.
6750 South 228th Street Kent, WA 98032, U.S.A. Tel. 253-891-2500

Unique Visitors (March 2000): Reach: Rank:

297,000 0.4% 2,219

ORGANIZATION Business Sector: Sporting goods Founded: 1938 Employees: 5,500 total (Web staff: 150) Offline Activity Storefronts: 54 Catalogs Mailed: n/a Facilities: • Kent, WA headquarters • Sumner, WA distribution facility Telecenter: In-house call center with 250 representatives Ownership: Private; membership cooperative Trading Symbol: None Major Shareholders: n/a Shareholder Equity: $196.9 million (membership equity) Profitable: Yes WEBSITE OVERVIEW Website: www.rei.com, www.rei-outlet.com Site Launch: September 1996 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 94,000 products and 45,000+ content pages Languages: English and Japanese Web sites; ordering information in French, German, Spanish Accepts Advertising: No Site Features: General help, contextual help, online realtime customer service, threaded discussions, customer created content, foreign language order pages, foreign language product information Back-end Integration: Access to customer account information, order history, inventory availability, order processing, and payment processing are integrated into website; web access to order status and shipment tracking are planned. MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • Della.com (www.della.com)

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REI Home Page

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: InterNAP, U.S. West Internet Services Internet Connectivity: DS-3, multiple T-1's Mirror Locations: None Hardware Platform: IBM RS/6000 Operating System: IBM AIX Web Server Software: IBM Lotus Domino Go Commerce Platform: IBM Net.Commerce Web Servers: Multiple RS/6000 servers Database Platform: IBM DB/2, Oracle Database Servers: Multiple RS/6000 servers Personalization: Digital Impact (personalized e-mail) Affiliate Management: Proprietary application Other Applications: RedCart Universal Shopping Cart OPERATING BENCHMARKS Total Revenue 1999........................................$620.9mn 1998........................................$587.1mn 1997........................................$536.1mn Estimated Online Sales 1999........................................$40.98mn 1998........................................$11.74mn 1997...................................................n/a Total Members (end of period) 1999..............................................1.7mn 1998..............................................1.6mn 1997..............................................1.5mn

• Lycos, Inc. (www.lycos.com) • Microsoft Corp. (www.msn.com) • ShopperConnection (www.shopperconnection.com) Affiliates Program: REI Online Affiliates Program Number of Affiliates: n/a Commission Rate: 5% MANAGEMENT Dennis Madsen, President and CEO Mary Park, Vice President Internet Technologies Matt Hyde, Vice President, Online Sales

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1400 65th Street, Suite 250 Emeryville, CA 94608, U.S.A. Tel. 510-549-3333 Fax 510-549-3331
Unique Visitors (March 2000): Reach: Rank: 1,373,000 2.0% 461

Reel.com, Inc.

Reel.com Home Page

ORGANIZATION Business Sector: Videos and DVDs Founded: September 1996 Employees: 230 Offline Activity Storefronts: 1,700 (Hollywood Entertainment) Catalogs Mailed: None Facilities: • Emeryville, CA headquarters • San Leandro, CA distribution center • Seattle, WA corporate office • Los Angeles, CA corporate office Telecenter: In-house call center with 70+ representatives and outsourced to Modus Media International; E-mail support outsourced to PeopleSupport and Kana Communications Ownership: Private Trading Symbol: None Major Shareholders: Wholly-owned subsidiary of Hollywood Entertainment (NASDAQ: HLYW) Financing: $96.88 million Profitable: No WEBSITE OVERVIEW Website: www.reel.com Site Launch: January 1997 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 50,000 video tape titles and 4,500 DVD titles Languages: English Accepts Advertising: Yes Site Features: General help, one-click ordering/quick buy, online real-time customer service Back-end Integration: Access to customer account information, order status, and order processing are integrated into website. MARKETING Media: Radio advertising and consumer periodical advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com)

• • • • • • • • • • •

America Online (www.compuserve.com) Ask Jeeves Inc. (www.ask.com) Collaborative Media (www.etown.com) CoolSavings.com (www.coolsavings.com) Digital Chicago (www.suntimes.com) Discover Financial Services Excite@Home (www.excite.com) Excite@Home (www.home.com) E! Online (www.eonline.com) e-commerce Solutions (www.brandsforless.com) eHow Inc. (www.ehow.com) 147

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The eCommerce Almanac • Film.com (www.film.com) • Inktomi Corp. (Inktomi Shopping Engine) • Lycos Inc. (www.lycos.com) • Microsoft Corp. (www.msn.com) • Movieline Online (www.movielinemag.com) • mySimon Inc. (www.mysimon.com) • PlanetOut Corp. (www.planetout.com) • Promotions.com (www.webstakes.com) • ShopNow.com Inc. (www.bottomdollar.com) • ShopperConnection (www.shopperconnection.com) • Times Mirror (www.calendarlive.com) • Times Mirror (www.latimes.com) • Turner Network Television (www.roughcut.com) • TV Guide Inc. (www.tvguide.com) • Visa International • WingspanBank.com (www.wingspan.com) • Yahoo! Inc. (geocities.yahoo.com) Affiliates Program: Reel.com Producers Program No. of Affiliates: 200,000+ Commission Rate: 5% of gross revenue MANAGEMENT Dave Rochlin, Chief Operating Officer Alex Bond, Chief Financial Officer Keith Osborne, Chief Information Officer Harry Bernstein, Vice President of Corporate Development Jeff Schwager, Vice President of Content INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Compaq ProLiant Operating System: Microsoft Windows NT 4, Windows 2000 Web Server Software: Microsoft IIS 4.0 and IIS 5.0 Commerce Platform: Microsoft Site Server Commerce Edition Database Platform: Microsoft SQL Server 7.0 Personalization: Entertainment Decisions Clair V, Microsoft Site Server Commerce Edition Affiliate Management: Be Free BFAST Other Applications: Verbind LifeTime, Brodia Group Personal Commerce Manager, CyberCash InstaBuy, RedCart Universal Shopping Cart, Digital Impact e-mail marketing services OPERATING BENCHMARKS Total Revenue 1999 (9 mos.) .........................$21.61mn 1998........................................$15.04mn 1997........................................$ 0.75mn

Marketing Expenditures 1999 (9 mos.)..........................$16.67mn 1998........................................$13.22mn 1997........................................$ 0.57mn Development Expenditures 1999 (9 mos.)............................$6.78mn 1998..........................................$4.33mn 1997..........................................$0.95mn COMMENTS Reel.com was founded in September 1996, enabling customers to rent movie videos online and receive and return them through U.P.S. Early investors included CMGI, Allen & Company, and Vulcan Ventures. The company was acquired by Hollywood Entertainment in October 1998 for approximately $97 million; $32.7 million in cash and $64.2 million in Hollywood Entertainment common and redeemable preferred stock. At the time of the acquisition, a group of Reel.com’s investors -- CMG Information Services, Intel Corp., and Vulcan Ventures -purchased a $53 million stake in Hollywood Entertainment. The company abandoned the video rental business in October 1998 to focus exclusively on video and DVD sales. The reel.com site today serves as an online community for movie enthusiasts, providing a combination news, film reviews, trivia, interviews, film clips, recommendations and an online storefront offering approximately 50,000 video and 4,500 DVD movie titles. The company reported $13.8 million in revenue for the first three months of 2000 and 1.1 million total cumulative customers. In February 1999, Hollywood Entertainment announced the creation of a digital assets subsidiary, Internet Hollywood Inc., which now owns and operates its online businesses, including Reel.com. The unit also plans to develop and acquire Internet-based entertainment businesses. The company launched a hardcopy entertainment magazine, Reel Magazine, in March 2000. The publication will be published 10 times per year with 200,000 copies distributed through the Reel.com website, the 200,000 Producers Program affiliate sites, and the 1,700 Hollywood Entertainment video rental stores. In June 2000, the company announced that it was shutting down its e-commerce operations, closing its San Leandro, CA distribution center, and would cut its staff count by approximately 200 individuals. The company plans to continue operating Reel.com as a content site and will maintain its database of movies available at the Hollywood Video stores. BUY.COM will take over all aspects of the site’s video/DVD online storefront and back-end fulfillment -- and will also license Reel.com content for its own site -- under a partnership agreement between the two companies.

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Charles Schwab & Co. Inc.
Charles Schwab Corp. 101 Montgomery Street San Francisco, CA 94104, U.S.A. Tel. 415-627-7000 Fax 415-627-8840
Unique Visitors (March 2000): Reach: Rank: 1,013,000 1.5% 668

Charles Schwab Home Page

ORGANIZATION Business Sector: Banking/Brokerage/Financial services Founded: 1971 Employees: 20,300 total (2,400+ IT staff) Offline Activity Storefronts: 356 U.S. branches Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • Phoenix, AZ data center (2 locations) • Phoenix, AZ telecommunications center • Indianapolis, IN telecommunications center • Orlando, FL telecommunications center • Denver, CO telecommunications center • Jersey City, NY Schwab Capital Markets headquarters Telecenter: Four in-house call centers with 8,000 customer contact staff Ownership: Public Trading Symbol: SCH (NYSE) Major Shareholders: n/a Shareholder Equity: $2.274 billion Profitable: Yes ($577.973 million profit for FY ’99) WEBSITE OVERVIEW Website: www.schwab.com, www.myschwab.com, www.schwab.com/chinese, www.schwab-worldwide.com Site Launch: April 1996 Site Type: Business-to-consumer, business-to-business Business Model: Commission-based Site Size: U.S. stocks, options, Treasury securities, listed corporate bonds, and 1,100 mutual funds Languages: English and Chinese Accepts Advertising: No Site Features: General help, contextual help, threaded discussions, low bandwidth version, foreign language information and order pages Back-end Integration: Access to customer account information, transaction history, transaction processing, and transaction status integrated into website. MARKETING Media: Radio and television advertising, consumer and business periodical advertising
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Partnerships: • Excite, Inc. (www.excite.com) • iVillage, Inc. (www.ivillage.com) • BabyCenter Inc. (www.babycenter.com) • Microsoft Corp. (investor.msn.com) • Intuit Inc. (link with Quicken) • Microsoft Corp. (link with MS Money) Affiliates Program: None MANAGEMENT Giddeon Sasson, Enterprise President-Electronic Brokerage Dawn Gould Lepore, Vice Chairman and Chief Information Officer Fred Matteson, Executive Vice President of Technology/ Services Jan Hier-King, Senior Vice President of Electronic Brokerage Technology Arthur Shaw, Senior Vice President-Electronic Brokerage Development Neal Goldstein, Senior Vice President for Architecture and Planning Randy Goldman, Vice President-Electronic Brokerage Development

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Martha Deevy, Vice President-Electronic Brokerage Marketing Michael Raneri, Vice President-Product Development INTERNET INFRASTRUCTURE Outside Consultants: eFORCE, Razorfish, USWeb Corp., Inventa Technologies Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Qwest Communications, Genuity Inc. Internet Connectivity: Multiple DS-3 lines Mirror Locations: One Hardware Platform: IBM, Sun Microsystems Operating System: Solaris, AIX, JOSP Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: Proprietary applications, IBM Websphere Web Servers: 600 (approx.) IBM RS/6000 SP2 and Sun servers Database Platform: Oracle, IBM DB2 Database Servers: Web front-end links to back-end mainframe cluster (IBM and Hitachi) via RS/6000 middleware layer Personalization: Proprietary applications; Aptex SelectResponse Affiliate Management: Not used Transaction Processing: Proprietary applications Other Applications: Enterprise JavaBeans, Resonate load balancing software, BEA Systems WebLogic Enterprise, Epiphany E.4 customer management suite, Net.Genesis Net.Analysis, Tivoli systems management software OPERATING BENCHMARKS Total Revenue 1999.........................................$3.945bn 1998.........................................$2.736bn 1997.........................................$2.299bn 1996.........................................$1.851bn Online Customer Assets1 1999.........................................$348.7bn 1998.........................................$174.1bn 1997.........................................$ 80.8bn 1996.........................................$ 41.7bn Online Customer Accounts1 1999..............................................3.3mn 1998..............................................2.2mn 1997..............................................1.2mn 1996..............................................0.6mn Total Customer Accounts1 1999..............................................6.6mn 1998..............................................5.6mn 1997..............................................4.8mn 1996..............................................4.0mn

Online Transactions (avg. trades per day)2 1999...........................................119,100 1998.............................................56,300 1997.............................................26,800 1996.............................................13,500 Marketing Expenditures 1999...........................................$242mn 1998...........................................$155mn 1997...........................................$130mn
1. Accounts at end of period. 2. Commission trades only, does not include mutual fund trades.

COMMENTS Charles Schwab & Company is the largest online securities broker with more than 3 million online accounts and almost $350 billion in online assets. The company’s initial online trading service was launched in 1996 after eight weeks of development by a 13-person task force. The initial service cost $2.4 million to develop and deploy. Today, the company’s online channels include the Schwab website for individual investors, the PC-based SchwabLink for independent investment managers, and Velocity for highly active traders. The online channels handled 68% of total trades in 1999 and 79% in the first three months of 2000. At the end of March 2000, the company had 3.7 million online accounts with $418 billion in assets. In 1999, the company’s Electronic Brokerage Technology (EBT) Enterprise unit began an initiative to re-architect the Schwab website’s current C and CGI web trading code with a component based design using Java technology and to migrate the current mainframe-based COBOL applications to Java applications. The projected time frame for the effort is three to five years. In May 1999, the company introduced MyResearch which enables customers to design their own research reports, and MySchwab which allows users to customize a personal Schwab home page with content provided by Excite@Home. In July 1999, the company announced a partnership with Spear, Leeds & Kellogg; Fidelity Capital Markets; Donaldson, Lufkin & Jenrette; and Pershing to create a new electronic communications network (ECN) for extended-hours trading of NASDAQ and other exchangelisted stocks. In November 1999, the company launched a new online investment bank -- Epoch Partners -- in partnership with TD Waterhouse Group, Ameritrade Holding Corp., KPCB Holdings, Trident Capital Management, and Benchmark Capital Partners. Epoch will focus its activities on information technology and Internet companies. In November 1999, launched eConfirms, an e-mail based subscription service that delivers trade confirmations directly to customers electronically.

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In February 2000, the company acquired CyBerCorp, a provider of Internet-based trading services to day traders, for 13.7 million Schwab common shares. The company intends to use CyBerCorp’s order entry, routing and management technology to improve its services for active traders. In March 2000, Schwab and the British bank, Barclays PLC, announced plans to develop and operate an automated foreign exchange facility for investors who trade securities denominated in different currencies. The service, dubbed FX facility, will only be available to Schwab’s international customers. The two companies expect the service to launch in the fourth quarter of 2000. In April 2000, the company announced a $10 million equity investment in online loan broker E-Loan and received warrants for up 13.1 million additional E-Loan shares. The two companies also inked a four-year marketing agreement under which Schwab will refer its online customers to E-Loan for various lending services.

Sharper Image Corp.
650 Davis Street San Francisco, CA 94111, U.S.A. Tel. 415-445-6000 Fax 415-445-1574
Unique Visitors (March 2000): Reach: Rank: 414,000 0.6% 1,787

ORGANIZATION Business Sector: General merchandise Founded: 1977 Employees: 1,400 total (36 IT and web staff) Offline Activity Storefronts: 90 in 28 states and Washington, D.C. Catalogs Mailed: 47.6 million Facilities: • San Francisco, CA headquarters • Little Rock, AR distribution facility and call center Telecenter: One in-house call center; outsourced call center services used during peak seasons Ownership: Public Trading Symbol: SHRP (NASDAQ) Major Shareholders: • Richard Thalheimer, CEO (41%) Shareholder Equity: $77.1 million Profitable: Yes ($9.325 million profit for FY ’00) WEBSITE OVERVIEW Website: www.sharperimage.com Site Launch: April 1995 Site Type: Business-to-consumer Business Model: Fixed pricing and auction/negotiated pricing Site Size: 2,000 (approx.) products Languages: English Accepts Advertising: No Site Features: General help, contextual help, one-click ordering/quick buy Back-end Integration: Access to customer account information, order processing, and payment processing are integrated into the website; web access to order status and shipment tracking planned. MARKETING Media: Radio and television advertising, newspaper advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online Inc. (proprietary dial-up service) • America Online Inc. (www.aol.com) • America Online Inc. (www.netscape.com) • America Online Inc. (www.compuserve.com) 151

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Sharper Image Home Page

Access Provider: Exodus Communications Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris UNIX Web Server Software: Apache Commerce Platform: Evergreen Internet Ecential Web Servers: Multiple Sun Enterprise 450 servers Database Platform: Oracle Database Servers: Two Sun Enterprise 450 servers Personalization: Not used Affiliate Management: LinkShare Payment Processing: Evergreen Internet Ecential; proprietary back-end application Other Applications: F5 Networks BIG-IP load balancing software, OpenSite Technologies Open Site Merchant Edition, RedCart Universal Shopping Cart, Digital Impact Merchant Mail, Shells Interactive 3D Dreams, Broadbase customer data analysis suite, Macromedia Shockwave OPERATING BENCHMARKS Total Revenue1 2000........................................$294.4mn 1999........................................$243.1mn 1998........................................$216.8mn Online Revenue1 2000..........................................$28.5mn 1999..........................................$ 4.9mn 1998..........................................$ 1.6mn

• Catalog City (www.catalogcity.com) • Excite@Home (www.home.com) • GiftCertificates.com (www.giftcertificates.com) • giftpoint.com (www.giftpoint.com) • Lycos Inc. (www.lycos.com) • Microsoft Corp. (www.msn.com) • MyPoints.com Inc. (www.mypoints.com) • Yahoo! Shopping (www.yahoo.com) Affiliates Program: sharperimage.com Affiliate Program Number of Affiliates: n/a Commission Rate: 10% -14% based on total monthly order value MANAGEMENT Anthony Farrell, Senior Vice President of Creative Services Greg Alexander, Senior Vice President of MIS Davia Kimmey, Senior Vice President of Marketing Meredith Medland, Director of Internet Marketing Peter Park, Lead Digital Architect INTERNET INFRASTRUCTURE Design Consultants: Evergreen Internet, Inc. Site Maintenance: In-house staff and outside consultants Hosting Arrangement: Co-located server(s)

Average Online Order Value 2000...........................................$ 97.00 1999...........................................$140.00 1998...........................................$111.00 Total Advertising Expenditures1 2000........................................$37.99mn 1999........................................$27.40mn 1998........................................$22.80mn
1. Fiscal year ending January 31

COMMENTS The Sharper Image is a multi-channel retailer of specialty products in electronics, recreation and fitness, personal care, housewares, travel, toy, and gift categories. Approximately two-thirds (64%) of the company’s fiscal year 2000 revenues were generated through its 89 physical storefronts, 22% were generated through its direct mail catalog, and the balance (14%) was generated through its online storefront. At the end January 2000, the company had a customer list of more than 10 million individuals. The sharperimage.com site was launched in April 1995 and an auction site, auction.sharperimage.com, was launched in February 1999. The company uses its auction site for price discovery in new products, to liquidate

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closeout products, and to move returned, repackaged, and refurbished merchandise. The company’s Corporate Marketing Division also employs the Internet in its operations. The unit has established online partnerships with Merrill Lynch, American Express, Dell, CitiGroup, United Airlines, Microsoft, Boeing, and Hilton Hotels to support their employee incentive and client rewards programs. The Company reports that its Internet sales were profitable during the last fiscal year because it incurs only incremental costs related to the online channel. The company leverages existing catalog fulfillment and customer service operations in servicing its online customers. Online customers are also provided an option of exchanging or returning products purchased through the Internet at any Sharper Image store if that is more convenient than returning it by U.P.S.

6340 N.W. 5th Way Ft. Lauderdale, FL 33309, U.S.A. Tel. 954-351-2120 Fax 954-776-4745
Unique Visitors (March 2000): Reach: Rank: 5,572,000 8.2% 68

SportsLine.com, Inc.

ORGANIZATION Business Sector: Internet Sports Content Founded: February 1994 Employees: 500+ (web development staff: 97) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Ft. Lauderdale, FL headquarters • Chicago, IL sales office • New York, NY sales office • San Francisco, CA sales office • Los Angeles, CA sales office • Denver, CO sales office • Tacoma, WA editorial office • New York, NY content development office • London, U.K. Sports.com Ltd. headquarters Telecenter: One in-house call center Ownership: Public Trading Symbol: SPLN (NASDAQ) Major Shareholders • CBS Corp.. (18.6%) • Massachusetts Financial Services Co. (10.4%) • MediaOne Interactive Services, Inc. (6.8%) • Michael Levy, Chairman and Chief Executive Officer (5.7%) • Reuters NewMedia Inc. (1.9%) Financing: $333.879 million Profitable: No ($17.097 million loss for FY ’99) WEBSITE OVERVIEW Website: cbs.sportsline.com Site Launch: August 1995 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 1+ million content pages Languages: English; company’s Sports.com property is published in English, French, German, Italian, and Spanish Accepts Advertising: Yes Site Demographics: 76% male/24% female, 62% college graduates, 69% married, average age 35-44, average household income $60-75,000 Site Features: General help, contextual help, threaded discussions, and real-time customer-to-customer chat

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SportsLine.com Home Page

Back-end Integration: Access to customer account information, order processing, and payment processing are integrated into website. MARKETING Media: Radio and television advertising, consumer and business periodical advertising, direct mail Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • CBS Corp. (www.cbs.com) • Excite@Home (www.home.com) • Financial Times (www.ft.com) MVP.com (www.mvp.com) • Intel Corp. (www.intel.com) • Time Warner Road Runner (www.rr.com) • Microsoft Corp. (Active Channel placement) • Major League Baseball • PGA TOUR Affiliates Program: CBS SportsLine News Affiliate Program (content sharing program) Number of Affiliates: 1,000 Commission Rate: None MANAGEMENT Michael Levy, Chairman, Chief Executive Officer and President. Previously served as president and CEO of Lexicon Corp. and as chairman and CEO of Sports-Tech International, Inc. Mark J. Mariani, President-Sales & Marketing. Previously served as executive vice president of sports sales for Turner Broadcasting Sales, Inc., senior vice president and national sales manager for CNN, vice president for CNN sales Midwest, and account executive for CBS affiliate WBBM in Chicago, Illinois. Andrew S. Sturner, President-Business & Corporate Development. Previously served as vice president of business development for MovieFone, Inc., an interactive telephone service company, president and co-founder of Interactive Services, an interactive audiotext development company, and bankruptcy associate at the law firm of Stroock & Stroock & Lavan Kenneth W. Sanders, Chief Financial Officer. Previously served as senior vice president and CFO of Paging Network,Inc., executive vice president and CFO of CellStar Corp., and in various positions with KPMG Peat Marwick, including audit partner. Dan Leichtenschlag, Senior Vice President, Operations. Previously served in various technical and management capacities at General Electric Corp., including manager of systems development for Genie, the company's on-line service, and manager of UNIX software development. Thomas Jessiman, Managing Director, Sports.com. Previously served as director of business development for US WEST Media Group's Interactive Services Division,

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director of business development in the US WEST Multimedia Group, and a manager in IBM Corp.’s Multimedia Group. INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) and co-located server(s) Access Provider: UUNET/MCI Worldcom, Exodus Communications Internet Connectivity: Multiple DS-3 lines plus several hundred Mbps bandwidth at Exodus co-located site Mirror Locations: Two Hardware Platform: Sun Microsystems, IBM, Compaq, VA Linux Operating System: Solaris UNIX, Microsoft NT, Linux Web Server Software: Netscape Enterprise Server on Sun, Apache on Linux, Microsoft IIS 4.0 on NT Commerce Platform: Microsoft Site Server Commerce Edition Web Servers: Multiple Sun, VA Linux, and Compaq servers Database Platform: Oracle, SQL Server 7 Database Servers: Multiple Sun servers for Oracle, IBM RS/6000 for SQL 7 Server Personalization: Net Perceptions Group Lens Recommendation Engine Affiliate Management: Not used Payment Processing: Signio Other Applications: Internet Profiles (I/PRO) traffic auditing, BEA Systems WebLogic, Vignette Story Server, LivePerson real-time customer service chat OPERATING BENCHMARKS Total Revenue 1999..........................................$60.3mn 1998..........................................$30.6mn 1997..........................................$12.0mn Membership Revenue 1999............................................$5.6mn 1998............................................$5.0mn 1997............................................$2.7mn Sales & Marketing Expenditures 1999..........................................$36.4mn 1998..........................................$20.5mn 1997..........................................$14.0mn Development Expenditures 1999..........................................$1.59mn 1998..........................................$1.31mn 1997..........................................$2.54mn

Site Traffic (page views per day)1 1999 (Q4) ...................................11.6mn 1998 (Q1) .....................................4.3mn 1997 (Q4) .....................................2.7mn
1. Traffic data provided by company

COMMENTS SportsLine.com is one of the Internet’s leading sports content companies, providing both free and subscription content through its www.sportsline.com and www.sports.com sites as well as syndicated online content and three syndicated radio shows. The company generated approximately 9% of its 1999 revenues from membership and subscription fees and 50% from advertising. In January 1998, the company acquired Golfweb, a golf content site, for 844,490 shares of SportsLine.com common stock. In June 1998, acquired the online golf equipment retailer, International Golf Outlet for $2 million -- $350,000 in cash and 46,924 shares of Sportsline.com common stock -- plus an additional 42,658 shares if certain revenue and earnings targets were met; 14,220 of those shares were issued at the end of 1999. In May 1999, acquired Golf Club Trader for approximately $7 million in SportsLine.com common stock (195,850 shares). In December 1999, acquired Daedalus World Wide Corp., which offers sports-related fantasy products, for approximately $31.78 million -- $4 million in cash and $27.78 million in SportsLine.com common stock (599,998 shares). In May 1999, the company spun off its European operations into Sports.com Ltd. and also announced the purchase of Sportsweb for an undisclosed amount. In June 1999, Sports.com acquired the sports division of Infosis Group for an undisclosed amount. In December 1999, the company announced the transfer of its online sports products and memorabilia e-commerce business to sports retailer MVP.com, a start-up involving sports stars Michael Jordan, John Elway, and Wayne Gretsky. As part of the deal, the company received a minority position in MVP.com while MVP.com would continue to operate an online storefront on the SportsLine.com site and agreed to pay a minimum of $120 million in promotional fees to SportsLine.com over a 10year period. The agreement included three of the company’s subsidiaries, International Golf Outlet, Golf Club Trader, and TennisDirect.com. The SportsLine.com e-commerce businesses transferred in the deal generated $16.49 million in revenue during 1999, up from $3.6 million in 1998 and $1.05 million in 1997.

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Staples.com
500 Staples Drive Framingham, MA 01702, U.S.A. Tel. 508-253-5000 Fax 508-370-8989
Unique Visitors (March 2000): Reach: Rank: 1,130,000 1.7% 505

Staples.com Home Page

ORGANIZATION Business Sector: Office supplies Founded: 1999 Employees: 140 Offline Activity Storefronts: 1,129 in U.S., Canada, U.K., and Germany (Staples, Inc.) Catalogs Mailed: n/a Facilities: • Framingham, MA headquarters • Plus use of 29 Staples, Inc distribution facilities, including: • Hagerstown, MD distribution facility • Killingly, CT distribution facility • Putnam, CT distribution facility • Terre Haute, IN distribution facility • Charlotte, NC distribution facility • Rialto, CA distribution facility • Stockton, CA distribution facility Ownership: Private (subsidiary of Staples, Inc.; IPO pending) Trading Symbol: SDOT (NASDAQ) Major Shareholders: • Staples, Inc. (49%) • General Atlantic Partners (16.8%) • Highland Capital Partners (11.2%) • Jeanne Lewis, President (7.4%) • Greylock (6.7%) Financing: $52.3 million in four rounds Profitable: No ($16.358 million loss for FY ’00) WEBSITE OVERVIEW Website: www.staples.com, www.stapleslink.com, www.quillcorp.com Site Launch: November 1998 Site Type: Business-to-business Business Model: Fixed pricing Site Size: 130,000 (approx.) product SKUs, including 100,000 downloadable software titles Languages: English Accepts Advertising: No Site Features: General help, low bandwidth version

Back-end Integration: Access to customer account information, order history, and order status are integrated into website. MARKETING Media: Staples.com leverages the existing advertising campaign of Staples Inc. in broadcast radio and television, newspaper circulars, consumer and business periodicals, and direct mail. Partnerships: • Ariba Network (www.ariba.com) • CNN Inc. (www.cnn.com) • Commerce One, Inc. (BuySite software) • Intelisys Electronic Commerce, LLC (i-Procurement software) • Oracle Corp. (www.oracleexchange.com) • Register.com (www.register.com) • Yahoo! Geocities (www.geocities.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: Staples.com Affiliate Program No. of Affiliates: n/a Commission rate: 4-10% of sales based on cumulative value of quarterly sales

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MANAGEMENT Jeanne Lewis, President. Previously served in various positions at Staples, Inc., including executive vice president--marketing, senior vice president--marketing and small business, vice president/divisional merchandise manager, director of operations, and director of sales and marketing. B.A. from Wellesley College and M.B.A. from Harvard Business School. Kevin Dempsey, Vice President--Merchandising. Previously served as vice president--international merchandising for Staples in Brussels, vice president-import buying and product development of Staples, and vice president merchandising and a founding member of the management team for Staples' Canadian operation, Business Depot. B.A. from The University of Western Ontario, Canada. Anne Marie Keane, Vice President--Business-to-Business Electronic Commerce. Previously served in a variety of positions in Staples, Inc.’s marketing, merchandising and strategy organizations. B.A. from Dartmouth College and M.B.A. from Harvard Business School. Christine Komola, Chief Financial Officer. Previously served as vice president--planning, margin and control for Staples, Inc. and prior to that for eight years at Ernst & Young, LLP. B.S. from Miami University in Oxford, Ohio. Jeffrey Levitan, Sr. Vice President - Strategic Planning & Business Development. Previously employed by the Boston Consulting Group, where he developed growth strategies for companies in the consumer goods, telecommunications and pharmaceutical industries, and in a variety of marketing positions at the Gillette Company and Stride Rite’s Children's Group. Graduate of Cornell University and M.B.A. from the Wharton School at the University of Pennsylvania. J.B. Lyon, Director - Staples.com. Previously served as a senior associate of strategic planning for Staples Inc., founder and manager of Uncle Dave's Kitchen, a nationally-distributed pasta sauce and condiment packaged foods company, and a financial advisor with Cooper's and Lybrand. B.A. from Tufts University and M.B.A. from Harvard Business School. Michael J. Ragunas, Chief Information Officer and Director - Strategic Technology & Systems Architecture. Previously served in various other positions within the Information Systems Group of Staples Inc. and as general manager in the Washington, DC metropolitan area. Also directed development of Staples.com’s Internet-based electronic commerce applications, including the continuing maintenance and improvement of the site's technology. Graduate of Harvard College. Kelly Mahoney, Chief Marketing Officer. Previously served as chief marketing officer at Arnold Direct, the integrated marketing division of Arnold Communications, and as senior vice president at direct marketing firm

Bronner Slosberg Humphrey (now Digitas). B.A. from the University of Michigan. Jackie Shoback, Vice President--Operations. Previously served as vice president--call center operations for Staples Direct, Staples, Inc.’s catalog division. B.A. from Wellesley College and M.B.A. from Harvard Business School. INTERNET INFRASTRUCTURE Design Consultants: Fry Multimedia Site Maintenance: In-house staff Hosting Arrangement: Co-located servers Access Provider: Digex (staples.com), EMC Corp. (stapleslink.com) Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Windows NT Web Server Software: Microsoft IIS 4.0 Commerce Platform: NetResults ProShop/B Database Platform: Microsoft SQL Server 7 Personalization: Not used Affiliate Management: Be Free BFAST Payment Processing: Proprietary POS system Other Applications: Kana Solution customer support, Intell-A-Check direct-debit service OPERATING BENCHMARKS Total Revenue1 2000........................................$94.35mn 1999........................................$16.89mn 1998........................................$ 3.71mn Marketing Expenditures1 2000........................................$27.06mn 1999........................................$ 2.06mn 1998........................................$ 0.64mn Development Expenditures1 2000..........................................$4.05mn 1999..........................................$0.94mn 1998....................................................$0 Sales to Repeat Customers1 2000................................................ 25% 1999...................................................n/a
1. Fiscal year ending January 30.

COMMENTS Staples.com is a subsidiary of Staples Inc., established in December 1998, approximately one month after the company launched its commerce-enabled website. The unit, and its Staples.com website, primarily target the small business market. Staples.com also operates QuillCorp.com, an offices supplies website targeting small and mid-size companies, and StaplesLink.com which is a web-based extranet service that offers large organizations 157

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features such as customized pricing, payment terms, usage reporting, and account management. The unit received approximately $2.7 million in funding from its corporate parent during 1997 and 1998 and $29.9 million during 1999; an additional $19.6 million was raised from venture capitalists through a private placement in 1999. Staples filed a registration statement with the U.S. Securities and Exchange Commission on February 18, 2000 for an initial public offering of approximately $250 million in Staples.com common stock. The unit’s gross revenue for the first quarter ending April 29, 2000 was $75.36 million with a before-tax loss of $39.72 million. The number of repeat customers expanded by 75% during the quarter to 143,500. The unit purchased a 10% minority interest in BizBuyer.com, an online business-to-business marketplace, for $19 million in February 2000 and minority interests in two other web companies in May 1999, investing $7 million in the domain name registration company Register.com and $3.5 million in the wireless phone shopping site Point.com. The Staples.com site includes a Business Solutions Center which the company intends to use as a business-tobusiness trading hub -- in conjunction with strategic partner BizBuyer.com -- which enables customers to request quotes from a network of over 20,000 service providers offering over 40 services and to provide messaging boards and other interactive features. Staples.com is building the trading hub through a partnership with several service providers. Users of the Office Services feature have access to hosted intranet, Email, online conferencing, and document sharing services from HotOffice.com. An Internet Services feature provides access to domain name search and registration capabilities. Payroll management services are offered through Claricom, which was recently acquired by Staples. Wireless telephone services and long-distance plans will be available through a partnership with Point.com. Staples.com has agreements with its parent that enable it to conduct cross-marketing, co-promotion, and other types of customer acquisition programs which leverage Staples' database of approximately 8,000,000 business customers. The company is also able to leverage the 250 sales representatives of Staples’ catalog business and the 505 sales representatives of Staples’ contract stationers business. There are also plans to generate web sales by locating electronic kiosks in Staples’ retail stores, enabling customers to purchase products online when they’re not immediately available in the store itself. A Staples Dividend$ Program is available to all business customers, enabling them to earn rebates up to 2.5% on purchases made both online and offline. Dividend$ rebates can be used to make additional purchases at Staples.com or any Staple storefront location.

Tower Records
MTS Inc. 2500 Del Monte Street West Sacramento, CA 95691, U.S.A. Tel. 916-373-2500 Fax 916-373-2535
Unique Visitors (March 2000): Reach: Rank: 363,000 0.5% 2,045

ORGANIZATION Business Sector: Music and Videos/DVDs Founded: 1960 Employees: 7,500 total Offline Activity Storefronts: 218 in the U.S. and 16 other countries Catalogs Mailed: None Facilities: • West Sacramento, CA headquarters • West Sacramento, CA distribution center Ownership: Private Trading Symbol: None Major Shareholders: • Russell Solomon, President and CEO • Michael Solomon, Vice President Shareholder Equity: $118.113 million Profitable: No ($8.218 million loss for 12-months ended 1/31/00) WEBSITE OVERVIEW Website: www.towerrecords.com, www.towereurope.com, www.towerrecords.co.jp Site Launch: November 1996 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 450,000 titles (approx.) Languages: English, Japanese Accepts Advertising: No Site Features: General help, one-click ordering/quick buy, foreign language product information and order pages Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, and order status are integrated into website. MARKETING Media: Television and radio advertising, newspaper advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com)

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Tower Records Home Page

Kevin Ertell, Internet Technologies Manager Stewart Stearns, Online Development Manager INTERNET INFRASTRUCTURE Design Consultants: eMerging Media, USWeb/CKS Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Global Crossing, Sprint Internet Connectivity: Two T-1 lines Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Microsoft Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Microsoft Site Server Commerce Edition Database Platform: Informix Personalization: Net Perceptions Group Lens Recommendation Engine, Microsoft Site Server Commerce Edition Affiliate Management: Commission Junction Payment Processing: Merchant Technical Systems, CyberCash InstaBuy Other Applications: RedCart Universal Shoppng Cart, Mercado IntuiFind Merchant Catalog, Merant Egility Data Integration middleware, Liquid Audio Liquid Distribution, DiscoverMusic.com music clips, Digital Impact e-mail marketing OPERATING BENCHMARKS Total Revenue1 2 2000 (6 mos.)...........................$0.587bn 1999.........................................$1.026bn 1998.........................................$1.008bn 1997.........................................$0.992bn
1. Based on sales from all sources because company does not break out data for web activity 2. Fiscal year ending July 31

• America Online (www.compuserve.com) • Flooz.com Inc. (www.flooz.com) • MyPoints.com Inc. (www.mypoints.com) Affiliates Program: TowerRecords.com Affiliates Program Number of Affiliates: n/a Commission Rate: 4% of sales from linked items MANAGEMENT Mike Farrace, Vice President of Worldwide Marketing Kevin Winnik, Director of New Product & Sideline Merchandise

COMMENTS Tower Records was the first bricks-and-mortar music retailer to begin selling online, launching a storefront on America Online in 1995. The company’s web storefront was launched in November 1996 with a selection of music CDs and related products; videos and DVDs were added in 1998. In 1999, the online business was transferred into a subsidiary company, Tower Direct, although Tower Records still provides fulfillment services and receives revenues from Tower Direct. The current version of the company’s site was launched in June 1999, introducing database-driven dynamic pages along with new content and services such as reviews, columns, a create-your-own CD offering, and a "voyeur" service that queries the site's database to report on what other shoppers are buying at the moment. In September 1999, the company added used CDs to the site and currently offers more than 30,000 titles.

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Toysrus.com, Inc.
Toys “R” Us, Inc. 461 From Road Paramus, NJ 07652, U.S.A. Tel. 201-262-7800 Fax 201-845-0973
Unique Visitors (March 2000): Reach: Rank: 1,133,000 1.7% 591

Toysrus.com Home Page

ORGANIZATION Business Sector: Toys Founded: 1948 Employees: 76,000 (web unit: 475) Offline Activity Storefronts: 1,552 across U.S. Catalogs Mailed: n/a Facilities: • Montvale, NJ headquarters • Fort Lee, NJ Toysrus.com East Coast headquarters • San Francisco, CA Toysrus.com West Coast office • Memphis, TN website distribution center • Mira Loma, CA website distribution center • Chambersburg, PA website distribution center • Parsippany, New Jersey, data center • 11 Toys R Us and 4 Kids R Us distribution centers located across the U.S. and 8 internationally Ownership: Public Trading Symbol: TOY (NYSE) Major Shareholders: n/a Shareholder Equity: $3.68 billion Profitable: Yes ($279 million profit for FY ’00) WEBSITE OVERVIEW Website: www.toysrus.com, www.imaginarium.com Site Launch: 1996; June 1998 (e-commerce site) Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 5,000 (approx.) product SKUs Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick-buy Back-end Integration: Access to customer account information, order history, inventory availability, order processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television advertising, newspaper advertising, consumer periodical advertising, direct mail Partnerships: • America Online (Proprietary dial-up service) • America Online (www.aol.com) 160

• America Online (www.netscape.com) • America Online (www.compuserve.com) • America Online (www.digitalcity.com) • coolsavings.com (www.coolsavings.com) • employeesavings.com (www.employeesavings.com) • Microsoft Corp. (www.msn.com) • Microsoft Corp. (www.hotmail.com) • MyPoints.com Inc. (www.mypoints.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: Toys.rus.com Affiliate Program Number of Affiliates: n/a Commission Rate: 5-12.5% based on value of sale MANAGEMENT John Barbour, Chief Executive Officer Jonathan Foster, Executive Vice President and Chief Operating Officer Joel Anderson, Vice President - General Manager Raiymond Arthur, Vice President - Finance and Controller Lawrence McGuire, Vice President - Human Resources John Sullivan, Vice President - General Manager Gregg Treadway, Vice President - Logistics Robert Hyland, Director of Technology

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INTERNET INFRASTRUCTURE Design Consultants: G. Triad Development, Quadrix Solutions, MarchFirst Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Global Crossing Frontier GlobalCenter Mirror Locations: None Hardware Platform: Intel Pentium Operating System: Microsoft Windows NT 4 Web Server Software: Microsoft IIS 4.0 Commerce Platform: Proprietary applications, Cold Fusion applications Database Platform: Microsoft SQL Server Personalization: Not used Affiliate Management: LinkShare Payment Processing: Proprietary back-end POS application Other Applications: Kana Solution customer support, Allaire Cold Fusion OPERATING BENCHMARKS Total Revenue1 2 2000.........................................$11.86bn 1999.........................................$11.17bn 1998.........................................$11.04bn
1. 2. Fiscal year ending January 30 Based on sales from all sources

COMMENTS Toys “R” Us is the largest toy retailer in the U.S. with more than 1,500 storefront locations, including 710 Toys “R” Us stores, 205 Kids "R" Us children’s clothing stores, 131 Babies "R" Us toddler’s stores, and 40 Imaginarium educational specialty stores. The company also operates 462 toy stores outside the U.S. The Toysrus.com online storefront was launched in June 1998. In October 1999, a redesigned and reengineered version of the site was launched. The Internet unit was spun out into an independent subsidiary in April 1999. An equity investment from Benchmark Capital was announced at the same time but ultimately collapsed over conflicts about the specific terms of the deal. The company ultimately sold a 20% minority stake to Softbank Venture Capital for $57 million in February 2000. Two Softbank venture funds concurrently purchased $10 million in warrants to acquire 1.2 million Toys "R" Us common shares at $13.00 per share. The Blackstone Group, KKR & Company, and Evercore Partners have also committed to minority investments in Toysrus.com During the 1999 holiday shopping period, the Toysrus.com site was the second busiest toy site, after eToys.com. Unique visitors in November and December 1999, according to PC Data, were 4.46 million and 3.10 million respectively.

The Toysrus.com unit reported $49 million in sales during the 2000 fiscal year ending January 29, 2000 and a loss of $86 million. The company reported $2.319 billion in revenue for the first quarter ending April 29, 2000 and a profit of $215 million, including $315 million in proceeds from the IPO of its Japanese subsidiary. The Toysrus.com unit reported $8 million in first quarter revenue and a pretax loss of $14 million. The Toysrus.com unit leverages its parent’s bricks-andmortar presence by allowing customers to return merchandise to Toys “R” Us storefront locations. Plans are also in the works to place kiosks throughout the company’s retail locations, enabling customers to access the Toysrus.com site and order items that are out of stock or unavailable in the store. The Internet unit also leverages numerous marketing assets of its parent, including a database of more than 62 million families, a sizable national advertising budget, and various in-store promotions. In October 1999, the company announced a partnership with Tutornet.com, an online tutoring service, to add the educational site’s content and services to the Toysrus.com site. The Tutornet service employs online chat and whiteboarding technology to provide interactive, live teacher moderated tutoring to students in math and science courses. In June 2000, the company announced a partnership with the children’s cable TV network Nickelodeon to launch a Nickelodeon boutique content channel on the Toysrus.com Web site. The company also agreed to acquire the inventory of Viacom’s recently-closed online toy-retailing venture, Red Rocket. Viacom is the parent company of Nickelodeon.

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Travelocity.com Inc.
4200 Buckingham Blvd. Ft. Worth, TX 76155, U.S.A. Tel. 817-963-2923 Fax 817-963-8869
Unique Visitors (March 2000): Estimated Reach: Extrapolated Rank: 6,330,000* 9.4%* 56*

Travelocity.com Home Page

* Combined traffic for travelocity.com and previewtravel.com domains

ORGANIZATION Business Sector: Travel services Founded: February 2000 Employees: 350 Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Ft. Worth, TX headquarters • New York, NY corporate offices • San Antonio, TX customer service center • San Francisco, CA corporate offices and customer service center • Rancho Cordova, CA customer service center Telecenter: Three in-house call centers with 400 contract representatives Ownership: Public Trading Symbol: TVLY (NASDAQ) Major Shareholders: • The Sabre Group, Inc. (70%) Shareholder Equity: $334.738 million Profitable: No ($118.427 million proforma operating loss for FY ’99) WEBSITE OVERVIEW Website: www.travelocity.com, www.previewtravel.com Site Launch: March 1996 Site Type: Business-to-consumer, business-to-business Business Model: Fixed pricing Site Size: 420 airlines, 45,000 hotel properties, 50 car rental agencies, 70,000+ vacation packages, 200,000+ content pages Languages: English Accepts Advertising: Yes Site Demographics: 52% Male/47% Female, 70% married, 40% college educated, average household income range $50-75K, average age range 18-34 Site Features: General help, contextual help, quick-buy, threaded discussions, customer created content Back-end Integration: Access to customer account information, inventory availability, order processing, payment processing, and order status integrated into website

MARKETING Media: Radio and television advertising, business periodical advertising Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.digitalcity.com) • America Online (www.compuserve.com) • Excite@Home (www.home.com) • Excite@Home (www.excite.com) • Go Network (www.go.com) • Lycos Inc. (www.lycos.com) • MyWay.com (www.myway.com) • OracleMobile (www.oraclemobile.com) • Palm Computing (www.palm.com) • Rezworks Corp. (www.vacationspot.com) • Time Warner Road Runner (www.rr.com) • Yahoo!, Inc. (www.yahoo.com) • Visa International • British Airways

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Sabre Interactive has also developed co-branded Travelocity web sites for more than 12,000 travel agents. Affiliates Program: Travelocity.com Affiliate Program Number of Affiliates: n/a Commission Rate: $2.00 per ticket booked MANAGEMENT Terrell Jones, President and Chief executive Officer Ramesh Punwani, Chief Financial Officer Mike Stacy, Senior Vice President-Consumer Marketing Jim Marsicano, Executive Vice President, Sales and Service Dave D'Elia, Senior Vice President, Customer Service Chris Vasiliou, Senior Vice President, International Mamie Millard, Vice President Applications Development Richard Pendergast, Director of Systems INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) (reservations services), on-site server(s) (content) Access Provider: Sprint Internet Services, InterNAP Network Services, Level 3 Communications Internet Connectivity: 200+mbps Mirror Locations: None Hardware Platform: Sun Microsystems, Silicon Graphics Operating System: Solaris UNIX, IRIX UNIX Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: Netscape Commerce Server, Netscape Applications Server, proprietary applications Web Servers: Multiple Sun E10000 Enterprise servers and 16-processor SGI 2000 servers Application Servers: Multiple 16-processor SGI 2000 servers Database Platform: Oracle; links to Sabre’s back-end IBM mainframe reservations system Database Servers: SGI 2000 servers Personalization: Net Perceptions GroupLens Recommendation Engine, proprietary applications Affiliate Management: BeFree BFAST Payment Processing: Proprietary application Other Applications: NCR Teradata Active Warehouse, Netscape Communications Server, Cisco Load Director, Kana Solution customer support, Vignette Story Server, Mercury Interactive ActiveTest, OnDisplay CenterStage eContent, CyberCash InstaBuy OPERATING BENCHMARKS Total Revenue1 1999 (Q4) ...............................$30.22mn 1999 (Q3) ...............................$25.41mn 1999 (Q2) ...............................$19.20mn 1999 (Q1) ...............................$16.11mn 1998........................................$35.54mn

Transaction Revenue1 1999 (Q4) ...............................$23.40mn 1999 (Q3) ...............................$19.38mn 1999 (Q2) ...............................$14.71mn 1999 (Q1) ...............................$12.80mn 1998........................................$29.33mn Marketing Expenditures1 1999 (Q4) ...............................$20.20mn 1999 (Q3) ...............................$20.82mn 1999 (Q2) ...............................$15.13mn 1999 (Q1) ...............................$12.04mn 1998........................................$33.36mn Technology Expenditures1 1999 (Q4) ...............................$ 3.21mn 1999 (Q3) ...............................$ 3.04mn 1999 (Q2) ...............................$ 2.93mn 1999 (Q1) ...............................$ 2.93mn 1998........................................$10.18mn Registered Users (end of period)1 1999............................................19.0mn 1998............................................11.4mn 1997..............................................4.2mn
1. Proforma consolidated results for Travelocity and Preview Travel.

COMMENTS Travelocity.com is a partnership created in February 2000 through the merger of Sabre Interactive’s Travelocity unit with Preview Travel. Sabre, which contributed Travelocity and $102.7 million in equity capital, ultimately controls 70% of the company while the former shareholders of Preview Travel (NASDAQ: PVTL) control the remaining 30%. The predecessor companies, Travelocity and Preview Travel were originally founded in 1987 and 1995 respectively. Proforma revenue for the merged companies during the first quarter ending March 31, 2000 were $35.7 million with a loss of $40.7 million. The merger of the two companies is intended primarily to combine the customer support capabilities, technology infrastructure, and back-end reservations systems of Travelocity -- which are primarily outsourced to Sabre -with the content and community resources of Preview Travel. Post merger, the software and hardware for destinations, vacations, and cruise reservations are located in what was previously Preview Travel’s San Francisco computer center while airline, car rental, and hotel reservations systems continue to be located at Sabre’s computer center. Both companies expect to complete the process of integrating the content, features, and underlying technologies of their two websites by the third quarter of 2000. The company has not translated any part of its website into any foreign languages, but it does operate localized 163

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versions for the Canadian market (www.travelocity.ca) and for the United Kingdom (www.travelocity.co.uk). Local customer service is provided through partnerships with Rider/BTI Travel in Canada and Hillgate Travel in the United Kingdom. The company’s Agency Locator feature enables customers in other countries to locate participating Sabre travel agencies where they can pick-up their tickets. In addition to its own website, Travelocity.com also builds and hosts sites for travel agents who use the Sabre reservations service. The company has built more than 12,000 such sites, including cheaptickets.com. The company has partnered with InfoSpace.com to build a co-branded Travelocity Shopping area on its website. In December 1999, the company partnered with Club Photo to create the Travelocity.com Photo Gallery, an online photo-sharing service that enables customers to post and share travel photos and destination recommendations. In March 2000, announced an agreement with Hotel Reservations Network (HRN) to integrate a variety of HRN's negotiated discounts into Travelocity.com's own hotel offerings. The agreement also granted warrants to Travelocity.com which entitle it to purchase an undisclosed quantity of HRN’s common stock. In April 2000, announced a five-year, $200 million agreement with America Online which designated the company as the exclusive travel reservations service for the AOL service, AOL.com, AOL Digital City, and Netscape Netcenter.

702 S.W. 8th Street Bentonville, AR 72716, U.S.A. Tel. 501-273-4000 Fax 501-273-1917
Unique Visitors (March 2000): Reach: Rank: 1,601,000 2.4% 381

Wal-Mart.com Inc.

ORGANIZATION Business Sector: General merchandise Founded: 1962 (Wal-Mart Stores) Employees: 1.14 million (Wal-Mart Stores) Offline Activity Storefronts: 1,784 Wal-Mart Stores; 3,110 total worldwide Catalogs Mailed: None Facilities (Wal-Mart Stores): • Bentonville, AR headquarters • Tulsa, OK back-up data center • 51 distribution centers worldwide. Telecenter: In-house call center operated by Wal-Mart Stores Ownership: Private (subsidiary of Wal-Mart Stores Inc. - NYSE: WMT) Trading Symbol: None Major Shareholders: • Wal Mart Stores Inc. • Accel Partners Shareholder Equity: $25.83 billion (Wal-Mart Stores) Profitable: Yes (Wal-Mart Stores: $5.38 billion profit for FY’ 00) WEBSITE OVERVIEW Website: www.walmart.com, www.wal-mart.com Site Launch: July 1996; re-launch January 2000 Site Version: 3.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 600,000 SKUs (approx.) in 24 product categories plus photo and travel services Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick-buy Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website. MARKETING Media: Television advertising, newspaper advertising, consumer periodical advertising

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Wal-Mart.com Home Page

Personalization: BroadVision One-To-One Retail Commerce Affiliate Management: Not used Payment Processing: Proprietary back-end legacy application Other Applications: Coremetrics eLuminate visitor analysis, Applied Graphics Technologies Digital Link image management OPERATING BENCHMARKS Total Revenue1 2 2000.......................................$165.01bn 1999.......................................$137.63bn 1998.......................................$117.96bn Total Advertising Expenditures1 2 2000...........................................$523mn 1999...........................................$405mn 1998...........................................$292mn
1. 2. Revenue from all sources because company does not break-out sales of Walmart.com, Inc. unit Fiscal year ending January 31

Partnerships: • America Online (proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) Affiliates Program: None MANAGEMENT Jeanne Jackson, President - Walmart.com Greg Penner, Vice President of Business Development Walmart.com INTERNET INFRASTRUCTURE Design Consultants: Cambridge Technology Partners, Grey Interactive, Quantum Leap (Walmart.com travel site) Site Maintenance: In-house staff and outside consultants Hosting Arrangement: On-site server(s) Access Provider: Southwest Bell Internet Services Internet Connectivity: Multiple shared DS-3 lines Mirror Locations: None Hardware Platform: Hewlett-Packard, IBM (back-end) Operating System: HP-UX UNIX, OS/390 Web Server Software: Netscape Enterprise Server 3.6 Commerce Platform: BroadVision One-to-One Retail Commerce Database Platform: IBM DB2

COMMENTS Walmart.com is the online subsidiary of Wal-Mart Stores, the world’s largest retailer with more than one million employees and more than 90 million customers. The online unit was spun-off into the current stand-alone subsidiary in January 2000. Wal-Mart Stores is the majority owner of the unit and venture capitalists Accel Partners is a minority investor. The two companies plan to locate the unit in Palo Alto, California, however, most of the operation is still centered in Bentonville, Arkansas. Wal-Mart launched its first website in July 1996. The current site was launched in January 2000 after an eight month-long redesign and an estimated $35 million investment, including $22 million in outside consulting and development expenses, $6 million for development and production hardware, and $4 million for software licenses. The current site includes more than 600,000 SKUs across 24 product categories, an online travel agency, and a photo center; plans are in the works to add an online pharmacy later in 2000. Content services include an online gift registry, personalized calendars, and a photo posting/sharing area. The company has worked with Cambridge Technology Partners to fully integrate the walmart.com site with its existing mainframe-based order-fulfillment, credit-card processing, inventory, and content-management systems. This integration between the site and the systems which support the company's brick-and-mortar stores enables customers to pick-up and return items ordered online at any of the almost 1,800 Wal-Mart stores nationwide. In December 1999, the company announced an agreement with America Online to offer in-store customers a co-branded Wal-Mart/AOL version of the CompuServe 165

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service and to distribute a version of the AOL 5.0 software that includes an automatic link to Walmart.com. The agreement also provided for promotion of Walmart.com in the online shopping areas of all AOL properties.

Webvan Group, Inc.
310 Lakeside Drive Foster City, CA 94404, U.S.A. Tel. 650-627-3000 Fax: 650-627-3099
Unique Visitors (March 2000): Reach: Rank: 140,000 0.2% 5,287

ORGANIZATION Business Sector: Groceries, Household Products, General Merchandise Founded: December 1996 Employees: 1,000+ (101 IT/web development staff) Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Foster City, CA headquarters • Oakland, CA distribution center • Suwanee, GA distribution center • Springfield, VA distribution center site* • Grapevine, TX distribution center site* • Carol Stream, IL distribution center site* • Kent, WA distribution center site* • Denver, CO distribution center site* • North Bergen, NJ distribution center site* • Logan, NJ distribution center site* • Bronx, NY distribution center site* • Ayer, MA distribution center site* • Foothill Ranch, CA distribution center site* • Glen Burnie, MD distribution center site* * Site leased and distribution center is planned or under construction but is not in operation as of 5/31/00 Telecenter: In-house call center with 250+ customer service representatives Ownership: Public Trading Symbol: WBVN (NASDAQ) Major Shareholders: • Louis Borders, Chairman • SOFTBANK America • Benchmark Capital • Sequoia Capital • CBS Inc. • Knight-Ridder Company Financing: $966.03 million in four rounds and IPO Profitable: No ($144.6 million loss for FY ’99) WEBSITE OVERVIEW Website: www.webvan.com Site Launch: May 1999 Site Type: Business-to-consumer

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Webvan Grocery Shopping Home Page

Business Model: Fixed pricing Site Size: 18,000 (approx.) product SKUs Languages: English Accepts Advertising: No Site Features: General help, one-click ordering/quick-buy, online real-time customer service Back-end Integration: Access to customer account information, order history, inventory availability, order processing, and payment processing are integrated into website. MARKETING Media: Television advertising, newspaper advertising Partnerships: • AT&T@Home (www.home.com) • SchoolPop.com (www.schoolpop.com) Affiliates Program: None MANAGEMENT Louis Borders, Chairman. Previously served as president and CEO of Webvan, co-founded Synergy Software, founded Borders Books and served as its president and CEO. B.A. in Mathematics from the University of Michigan. George Shaheen, President and Chief Executive Officer. Previously served as managing partner and chief executive officer of Andersen Consulting. B.A. in marketing and master's degree in finance from Bradley University. Robert Swan, Chief Financial Officers. Previously served in various positions at General Electric Company, including vice president, finance and CFO of GE Lighting, and as vice president, finance of GE Medical Systems in

Europe. B.S. in Management from the State University of New York at Buffalo and M.B.A. from the State University of New York at Binghamton. Arvind Peter Relan, Senior Vice President, Technology. Previously served in various management positions at Oracle Corp., including vice president of Internet server products, founded Oracle's Internet Server Division, and served in various positions at Hewlett-Packard, including principal technologist for the HP Openview Platform. B.S. in Computer Engineering from the University of California, Los Angeles and M.S. in Engineering Management from Stanford University. Maigread Martinez, Vice President, Marketing and Strategic Alliances. Previously served in various strategic brand alliance, marketing and brand management, and sales positions with the Pepsi-Cola Company, including vice president of northeast sales. Vivek Joshi, Vice President, Program Management. Previously served in various positions at General Electric Company, including general manager, off-highway/transit operations at GE Transportation Systems, as a management consultant at Booz Allen & Hamilton, and a Manufacturing Team Leader at Johnson & Johnson Advanced Materials Company. B.Tech in Chemical Engineering from the Indian Institute of Technology, Bombay, and M.S. in Chemical Engineering and M.B.A. from the University of Virginia. Christian Mannella, Vice President, Marketing. Previously served in various positions at MCI WorldCom, including vice president of sales & service operations, and as group product manager at Credit Card Service Corp., marketing manager at Marriott International, and as a management consultant with Laventhol & Horwath. B.A. in Hotel, Restaurant and Institutional Management from Michigan State University. Dan Mosher, Manager of Business Development INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: AboveNet Communications Mirror Locations: None Hardware Platform: Sun Microsystems, Intel Pentium Operating System: FreeBSD, Solaris, Microsoft Windows NT 4 Web Server Software: Apache, Microsoft IIS 4.0 Commerce Platform: Proprietary applications Database Platform: Oracle 8 Personalization: Proprietary applications Affiliate Management: Not used Payment Processing: Proprietary applications Other Applications: Descartes Systems Group eScheduler, LivePerson Internet sales and customer service solution, Mercury Interactive LoadRunner and WinRunner

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OPERATING BENCHMARKS Total Revenue 1999........................................$13.31mn 1998......................................................0 1997......................................................0 Marketing Expenditures 1999........................................$11.75mn 1998......................................................0 1997......................................................0 Development Expenditures 1999........................................$15.24mn 1998........................................$ 3.01mn 1997......................................................0 Total Customers 1999.............................................47,000 1998......................................................0 1997......................................................0 COMMENTS Webvan is a full-service online retailer that enables customers to order groceries and general merchandise over the Internet 24 hours a day, 7 days a week, and select a 30minute delivery window and delivery location that are most convenient. The company currently serves customers in the San Francisco Bay area, Sacramento, CA, and Atlanta, GA; plans are in the works to begin deliveries in Chicago, IL, Seattle, WA, Northern New Jersey, and Baltimore, MD during 2000 and another 18 U.S. metropolitan markets within three years. Webvan was founded, and is headed-up by Louis Borders, founder of the Borders bookstore chain. The core of Webvan’s operations are a nationwide network of highly-automated distribution centers. At a cost of approximately $35 million each, the facilities are built around a proprietary automated materials handling controller that links the company’s online storefront with its warehouse management system and issues instructions in real-time to the various mechanized areas of the distribution center for the fulfillment of orders. Products are picked by robotic devices and transported on automated conveyors and carousels to a central location where the finished orders are inspected for delivery. Each facility is capable of handling up to 8,000 orders per day and as many as 50,000 product SKUs. The company’s product mix includes a variety of fresh produce, prepared meals, and packaged food and household products. During the first quarter of 2000, office supplies, books, pet supplies, postage stamps, and mass transit fare and toll cards were added. In June 2000, the company added magazines, consumer electronics, CDs, videos, and DVDs to its product offerings.

The company has partnered with numerous key suppliers, including The Pillsbury Company, Kellogg Company, The Quaker Oats Company, and General Mills. Revenues for the first quarter ending March 31, 2000 were $16.3 million with a loss of $38.7 million. The company added approximately 40,000 new customers, ending the quarter with more than 87,000 active accounts. Repeat customers accounted for 78% of total orders during the quarter and the average order was $90.33, up from $81.31 in the previous quarter. In July 1999, the company announced an agreement with Bechtel Corp. worth an estimated $1 billion for the construction of up to 26 additional distribution centers over a three year period. The two companies planned to jointly develop specifications for a standardized Webvan distribution center and Bechtel would oversee construction of the facilities. Bechtel has also received warrants to purchase up to 1.8 million shares of Webvan common stock; 150,000 shares have already been purchased and Bechtel may purchase an additional 150,000 shares when the first six distribution centers are completed plus 57,690 additional shares upon the completion of each subsequent distribution center.

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Wells Fargo & Company
420 Montgomery Street San Francisco, CA 94163, U.S.A. Tel. 415-396-3053 Fax 415-788-7404
Unique Visitors (March 2000): Reach: Rank: 1,320,000 2.0% 481

Wells Fargo Online Home Page

ORGANIZATION Business Sector: Banking/Brokerage/Financial Services Founded: 1852 Employees: 103,000 (850 web staff) Offline Activity Storefronts: 2,851 branch banking locations Catalogs Mailed: None Facilities: • San Francisco, CA headquarters • San Francisco, CA data center • Portland, OR data center • Phoenix, AZ data center • Approximately 5,500 banking, mortgage, consumer finance, insurance, and investment storefronts and secondary offices nationwide Telecenter: In-house call center with 600+ representatives for Internet Services Group Ownership: Public Trading Symbol: WFC (NYSE) Shareholder Equity: $22.13 billion Profitable: Yes ($3.75 billion profit for FY ’99) WEBSITE OVERVIEW Website: www.wellsfargo.com Site Launch: January 1995; May 1995 (transaction enabled version) Site Type: Business-to-consumer, business-to-business Business Model: Fee-based Site Size: Bank, loan and credit card account access, bill payment, securities trading, home equity loan and credit card application/approval, 10,000+ content pages Languages: English Accepts Advertising: No Site Features: General help, contextual help Back-end Integration: Access to customer account information, transaction history, transaction processing, and transaction status are integrated into website. MARKETING Media: Television advertising, consumer and business periodical advertising Partnerships: • America Online (Proprietary dial-up service) Affiliates Program: None MANAGEMENT Clyde Ostler, Group Executive Vice President of Internet Services Cathy Graeber, Executive Vice President, Consumer Internet Services Debra Rossi, Executive Vice President, Business Internet Services Steven Ellis, Executive Vice President, Wholesale Internet Services Shelley Freeman, Executive Vice President, Investment Internet Services George Cheng, Senior Vice President, Online Banking Services Michelle Banaugh, Senior Vice President, Electronic Commerce INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: On-site server(s) Access Provider: Genuity Mirror Locations: One Hardware Platform: Sun Microsystems, Compaq 169

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Operating System: Compaq Tru64 UNIX, Solaris Web Server Software: Netscape Enterprise Server Commerce Platform: Proprietary applications Database Platform: Oracle, real-time link to back-end legacy databases Personalization: Planned, currently in process Affiliate Management: Not used Payment Processing: CheckFree bill payment services, proprietary applications Other Applications: Information Builders WebFOCUS, E.piphany E.4 System, Banter Relationship Manager, Just in Time BillCast 2.0, Financial Fusion Server and OFX Adapter OPERATING BENCHMARKS Total Revenue 1999.........................................$21.80bn 1998.........................................$20.48bn 1997.........................................$19.28bn Total Advertising Expenditures 1999...........................................$238mn 1998...........................................$237mn 1997...........................................$202mn Core Deposits (end of period) 1999.......................................$126.20bn 1998.......................................$132.29bn 1997.......................................$122.33bn Retail Banking Customers (end of period) 1999......................................10,800,000 1998........................................9,100,000 1997................................................... n/a Online Accounts (end of period) 1999........................................1,500,000 1998...........................................760,000 1997...........................................420,000 COMMENTS Wells Fargo & Company is the seventh largest bank holding company in the U.S. in terms of total assets. The company has bank branches in more than 20 states and operates the second-largest online banking service. The company’s online banking service was originally launched on the Prodigy proprietary online service in 1989; the Internet counterpart was launched in 1995. In 1998 the company abandoned its service on Prodigy to focus its online activities exclusively on the Internet. At the end of March 2000, the online banking service had more than 1.7 million registered users and more than 450,000 customers using its online bill payment service. The number of online banking customers has been increasing by more than 100,000 per month since August 1999. Approximately 80% of online customers are signed-

up from the bank’s existing customers and the balance are new account holders. The bank expects the number of Internet customers to exceed 2.5 million by 2002. The company consolidated its various Internet and ecommerce initiatives into an Internet Group in July 1999. The 844-person unit is working on approximately 300 projects for 1999. The company expects the unit to more than double to 1,700+ software developers, technicians, and other staff by year-end 1999. A major facelift of the Wells Fargo website was unveiled in March 2000. The company’s strategy is to build a financial portal, providing individuals and businesses access to Wells Fargo and third-party bank accounts, credit cards, loans and brokerage accounts; bill payment services; online shopping and procurement services; travel services; and information resources. Content partners include real estate information publisher Homestore.com, automobile buying service DriveOff.com, which provides car pricing information and dealer locations, and Netstock Direct, which provides investors information about direct stock plans and mutual funds, as well as online enrollment and transaction services. The company has been involved in a wide variety of ecommerce initiatives in addition to its online banking services. It has partnered with Chase Manhattan and First Union to launch The Exchange, a banking and financial services aggregator. In July 1999, the company purchased a $25 million stake in Navidec and its online auto sales unit, DriveOff.com. In September 1999, partnered with First Data Corp. to launch the “One-Stop eStore,” an ecommerce solution for small- and mid-sized businesses, providing web design, development and hosting services, payment processing, and traffic building. In December 1999, partnered with Brodia to launch “Wells Fargo EasyOrder,” an online shopping service that would automatically complete online store order forms at more than 1,000 participating retailers. In April 2000, completed the first of a multi-phase investment in BusinessBots, Inc, a provider of digital exchanges for net marketplaces. In March 2000, announced the launch of “eStore Business Solutions,” an end-to-end e-commerce solution for mid-size businesses that provides Internet catalog and marketing support services. The company also announced an alliance with online auctioneer eBay in March to create an industry standard for person-to-person payment on the Internet based on the technology of eBay subsidiary Billpoint. As part of the deal with eBay, Wells Fargo purchased a 35% stake in Billpoint and inked a long-term payment processing and customer care contract. In May 2000, the company led a $23 million second round of venture capital in iPin, who’s services enable online shoppers to pay for purchases by debiting their bank account or charging their ISP, telephone, mobile phone, or credit card account.

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Wine.com
650 Airpark Road, Suite D Napa, CA 94558, U.S.A. Tel. 707-265-2860 Fax 707-265-9165
Unique Visitors (March 2000): Reach: Rank: 179,000 0.3% 4,197

Wine.com Home Page

ORGANIZATION Business Sector: Wine/Beverages and Gifts Founded: August 1994 Employees: n/a Offline Activity Storefronts: None Catalogs Mailed: None Facilities: • Napa, CA headquarters • Fremont, CA engineering offices Telecenter: In-house call center with 30 representatives; currently staffing-up to 100 Ownership: Private Trading Symbol: None Major Shareholders: • TH Lee.Putnam Internet Partners • New Millennium Partners • GE Equity • Value Vision • MediaOne Ventures • J. & W. Seligman • Inroads Capital • Applied Technology Financing: $88 million in four rounds Profitable: No WEBSITE OVERVIEW Website: www.wine.com, www.virtualvin.com Site Launch: January 1995 Site Version: 4.0 Site Type: Business-to-consumer Business Model: Fixed pricing Site Size: 1,500+ wines and 100+ gift and accessory SKUs Languages: English Accepts Advertising: No Site Features: General help, contextual help, one click ordering/quick buy Back-end Integration: Access to customer account information, order history, inventory availability, order processing, payment processing, order status, and shipment tracking are integrated into website.

MARKETING Media: Radio and television advertising, consumer periodical advertising Partnerships: • Amazon.com (www.amazon.com) • America Online (Proprietary dial-up service) • America Online (www.aol.com) • America Online (www.netscape.com) • America Online (www.compuserve.com) • della.com (www.della.com) • Excite@Home (www.excite.com) • CyberGold Inc. (www.cybergold.com) • GiftCertificates.com (www.giftcertificates.com) • giftpoint.com (www.giftpoint.com) • Lycos Inc. (www.lycos.com) • MarketWatch.com Inc. (www.marketwatch.com) • Microsoft Corp. (www.msn.com) • OfficeClick.com Inc. (www.officeclick.com) • PeoplePC, Inc. (www.peoplepc.com) • Public Broadcasting Service (Regina's Vegetarian Table, Great Food, and Master Chef USA programs) • ShopperConnection (www.shopperconnection.com) • Third Age Media (www.thirdage.com) • WingspanBank (www.wingspan.com) • Yahoo! Inc. (www.yahoo.com) Affiliates Program: Wine.com Affiliate Program Number of Affiliates: n/a Commission Rate: 8% of order value

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MANAGEMENT Kenneth Orton, Chairman of the Board. Previously served as president and CEO of Preview Travel. B.A. in Marketing from California State University at Fullerton. William Newlands, President and Chief Executive Officer. Previously served as president and CEO of Domaine Chandon and Simi Winery for Moet Hennessy Chandon Estates, management consultant for A&A Foods and Canandaigua Wine Company, and as vice president, marketing for E&J Gallo Winery. B.S. from the University of Pennsylvania and M.B.A. from Harvard Business School Douglas T. Koo, Chief Financial Officer. Previously served as CFO of Blue Chalk Café Corp., as a principal with Gemini Consulting, and as an associate with KPMG Peat Marwick. B.A. from the University of California, San Diego and M.B.A. from Stanford University. Peter Granoff, Founder, Senior Vice President and Chief Merchant. Previously served as the sommelier and wine director for Square One restaurant and as food and beverage director for the Stanford Court Hotel. Rob Jennings, Senior Vice President of Content and Programming. Previously served in various positions at AOL Interactive Services, including vice president of programming and development, and as vice president, new media research & development for Warner Bros. M.F.A. from the University of California, Los Angeles' School of Film and Television. Kennedy Brooks, Senior Vice President, Business Development. Previously served as executive vice president of Global Planning and Development for NETEQ and as vice president and general counsel for USWeb. B.S.F.S. from Georgetown University's School of Foreign Service and J.D. from the University of Maryland School of Law. Chris Fehrnstrom, Senior Vice President, Marketing. Previously served as vice president of marketing for Domaine Chandon, general manager of the grapefruit division of Ocean Spray, and as a marketing executive at Gallo winery. B.A. from the University of New Hampshire and M.B.A. from the University of North Carolina's Kenan-Flagler Business School. Tim Moran, Senior Vice President, Technology and Operations. Previously served as CFO and head of IT at TravelSmith and in various positions at Hanover Direct. B.A. in Finance from Rutgers University. Cyrus Khoshnevisan, Vice President of Engineering. Previously served as lead software engineer for Integral Development Corp., as a senior product manager at ParcPlace Systems, and in a variety of engineering roles at Amdahl Corp. B.S. in Computer Science from Columbia University, B.A. in Engineering Sciences from Franklin & Marshall and M.B.A. from Santa Clara University.

INTERNET INFRASTRUCTURE Design Consultants: None Site Maintenance: In-house staff Hosting Arrangement: Co-located server(s) Access Provider: Global Crossing GlobalCenter, Akamai Technologies Mirror Locations: None Hardware Platform: Sun Microsystems Operating System: Solaris Web Server Software: Apache, Netscape Enterprise Server Commerce Platform: Proprietary Java and Perl applications Web Servers: Multiple Sun Ultra 5 and Ultra 10 servers Database Platform: Oracle Database Servers: Sun Enterprise 3000 server Personalization: Net Perceptions GroupLens Recommendation Engine, Net Perceptions for ECommerce Affiliate Management: LinkShare Payment Processing: Signio Payflow Pro Other Applications: Netscape Application Server, Radware WSD-Pro load balancing software, Personify Essentials, Agog Software's e- Business Scorecard, Digital Impact e-mail marketing, CyberCash InstaBuy COMMENTS Wine.com was founded in 1994 as Virtual Vineyards and assumed its current name in September 1999 after acquiring competing online wine retailer, Wine.com. Since the acquisition of Wine.com, the company has positioned itself as a “wine portal,” offering a mix of wines, related gifts and accessories, reviews, and reference material. In September 1999, the company also launched a new service, The Winery Shops@Wine.com, that enables wineries to create co-branded pages on the Wine.com site and leverage its e-commerce, distribution, and customer service infrastructure. Wine.com is private and does not release financial results but the company reports that sales have increased by approximately 100% per year since it was founded. Because the company sells alcoholic beverages, it must comply with a variety of regulations that vary from state to state and from country to country. Since mid-1998, the company has assembled a three-tier network of wholesalers and retailers which enables it to ship wine legally to the majority of U.S. markets and to certain markets in Europe, Asia, and South America. The company currently delivers to about 20 states where direct shipping is permissible and uses wholesale and retail partners in approximately 20 other states. The Wine.com website and back-end order processing systems are designed to properly route orders for fulfillment based on delivery address and ensure that appropriate taxes are paid. A secure extranet is used to link the company with its distribution facilities and fulfillment partners.

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Notes

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Notes

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Section 2

Analysis of Profiled Companies

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1.0 Profiled Companies at a Glance A majority (60%) of companies profiled by The eCommerce Almanac are socalled “pure-play Internet firms,” companies that use the Internet as their principal -or exclusive -- sales channel. The balance are “clicks-and-mortar firms” which predate today’s mainstream Internet and use the online channel to supplement their existing sales force or bricks-and-mortar distribution infrastructure.
1.01 Types of Companies Percent of all profiled companies
Clicks-andmortar Firms 39.9%

Pure-play Internet Firms 60.1%

More than 400 Internet-related companies -- including e-commerce, content, services, and infrastructure companies -- have sold shares to the public during the last three years so it shouldn’t be surprising that substantially more than one-half of the companies profiled are publicly-held. Among the profiled pure-play Internet companies, almost two-thirds are publicly-held and another one-in-seven have recently filed registration statements in preparation for an initial public offering of their shares.
1.02 Ownership of All Profiled Companies Percent of all profiled companies

Privately-held 24.7% Publicly-held 66.7% IPO Pending 8.6%

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1.03 Ownership of Pure-Play Internet Companies Percent of all profiled pure-play companies

Privately-held 22.4%

Publicly-held 63.3% IPO Pending 14.3%

Softbank Holdings has been an aggressive investor in the Internet space during the last four years and leads the list of venture capitalists behind the profiled companies, followed closely by Benchmark Capital. The leading corporate and strategic investors included Amazon.com (NASDAQ: AMZN), Intel (NASDAQ: INTC), MediaOne Interactive (NYSE: UMG), and Tribune Company (NYSE: TRB). Other corporate investors included units of CitiGroup (NYSE: C), Oracle Corp. (NASDAQ: ORCL), and Bechtel. Prominent individuals, such as Michael Dell (MSD Capital) and hedge fund operator George Soros also showed-up as major investors in more than one company each.
1.04 Most Active Investors # of profiled companies in portfolio

Investor

Softbank Holdings (and affiliates) Benchmark Capital Sequoia Capital Kleiner Perkins Caufield & Beyers Hummer Winblad Venture Partners GE Capital (and affiliates) Intel Corp. MediaOne Interactive Amazon.com General Atlantic Partners idealab! Vulcan Ventures Tribune Company Accel Partners Trinity Ventures

10 7 5 4 4 3 3 3 3 3 3 3 3 3 3

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2.0 Measuring the Size of Profiled Companies Revenue from online sales and Internet-related activity among the profiled companies is growing at a rapid pace, expanding by an average of 486% during 1999 and a median rate of 224% over the same period. Median annualized revenues for the first quarter of 2000 and for all of 1999 were $124.72 million and $51.25 million respectively. Almost one-in-ten (8.5%) of the profiled companies will generate more than $1 billion in online revenue during the 2000 fiscal year; the largest, Dell Computer, should generate more than $10 billion in online sales during 2000 based on current run rates. ActivMedia reports that revenues among the sites tracked in its ‘Real Numbers Behind Net Profits’ increased by an average 464% from 1998 to 1999. The average projected growth rate for 2000, among the same companies, is 656% and 40% expect their top line revenues to more than double over 1999.
2.01 Online Revenue (1999) Percent of profiled companies
$500mn $250mn - $999mn > $1bn $499mn 5.6% 7.4% 5.6% < $1mn $100mn 1.9% $249mn 14.8% $1mn - $9mn 13.0%

$25mn - $99mn 33.3%

$10mn - $24mn 18.5%

2.02 Online Revenue Growth (1999 vs. 1998) Percent of profiled companies
>2000% 6.7% 1000% - 1999% 8.9% 500% - 999% 6.7% 400% - 499% 13.3% 100% - 199% 22.2% 200% - 299% 15.6% < 50% 8.9% 50% - 99% 13.3%

300% - 399% 4.4%

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2.03 Annualized Online Revenue (Q1 2000) Percent of profiled companies
> $1bn 14.3% $500mn $999mn 9.5% $250mn $499mn 11.9% $10mn - $24mn 9.5%

$25mn - $99mn 33.3%

$100mn $249mn 21.4%

The average head count of Internet-related operations in the profiled companies is 962 persons and the median head count is 253. The head count data is based on total staffing levels at the pure-play Internet companies and at the stand-alone Internet units of clicks-and-mortar companies only.
2.04 Internet Employees per Company Percent of profiled companies
500 - 999 Employees 11.9% 250 - 499 Employees 22.0% > 1,000 Employees 16.9%

< 50 Employees 1.7% 50 - 99 Employees 15.3%

100 - 249 Employees 32.2%

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2.05 Customers and Registered Users per Profiled Website (1999) Percent of profiled websites
> 5mn 8% 1mn - 5mn 32%

< 10,000 5% 10,000 - 99,999 14%

500,000 999,999 14%

100,000 499,999 27%

The largest proportion of profiled companies’ websites had between one and five million customers/users at the end of 1999. A majority (55%) had at least 500,000, compared to 39% one year earlier. Total customers and registered users among the sites increased by an average 117% during 1999. At the end of 1999, the average profiled company’s site had approximately 2.1 million customers or registered users compared with 969,529 one year earlier.
2.06 Customers and Registered Users per Profiled Website (1998 vs. 1999) Percent of profiled websites
1998 40%
32%
Percent of w ebsites

1999

30%

25% 22%

27% 19%

20%
14% 14%

14% 15% 6% 8%

10%
5%

0%
< 10,000 10,000 99,999 100,000 499,999 500,000 999,999 1mn - 5mn > 5mn

Num ber of custom ers/users

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2.07 Growth in Customers and Registered Users (1998 vs. 1999) Percent of profiled websites > 1,000% 12.1% 500% - 999% 9.1% < 50% 9.1%

50% - 99% 24.2%

200% - 499% 30.3%

100% - 199% 15.2%

3.0 Offline Presence of Profiled Companies Approximately one-in-five (21.3%) of the profiled companies publish hardcopy catalogs in addition to operating an online storefront. More than two-thirds (68.8%) of those companies distributed 10+ million catalogs during 1999. The largest circulation catalogs in 1999 were published by Office Depot (296 million), Lands’ End (236 million) and L.L. Bean (150 million).
3.01 Hardcopy Catalog Circulation Percent of all profiled companies which publish catalogs

< 1mn 12.5% > 50mn 37.5%

1mn - 9mn 18.8%

10mn - 49mn 31.3%

Approximately one-third (35.8%) of the profiled companies also operate one or more “bricks-and-mortar” storefronts. The largest proportion of companies (11%) had more than 1,000 storefronts, followed by companies with between 100 and 500 storefronts (10%). The average number of storefronts among them was 1,005 at the end of March 2000.

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3.02 Storefront Locations of Profiled Companies Percent of profiled companies 100%

60%

40%
11.1%

64.2%

80%

6.2%

0% None 1-9 10 - 99 100 - 499 500 - 999 > 1,000

4.0 Profiled Websites at a Glance
4.01 Audience of Websites Percent of profiled websites Mixed Audience 28% Business-toconsumer 56%

Business-tobusiness 16%

A majority (56%) of the profiled companies’ websites target retail consumers exclusively while approximately one-in-six (16%) focus on business customers. Approximately one-in-four (28%) of the websites target a mixed audience of both individuals and businesses. A majority (51.9%) of the websites were launched between three and five years ago. Among all of the sites, those of the pure-play Internet companies were generally newer than their clicks-and-mortar counterparts. More than one-third (34.7%) of the pure-play company sites were less than 24 months old, compared with only 6.2% among the clicks-and-mortar companies. Conversely, almost twice as many clicks-and-mortar companies (81.2%) as pure-play companies (46.9%) had commerce sites that were three or more years old.

3.7%

4.9%

20%

9.9%

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4.02 Age of Profiled Websites Percent of profiled companies within each category
All Firms 60% 40.6% 50% 40% 30% 20% 4.9% 6.1% 3.1% 10% 0% < 12 Mos. 12 - 24 Mos. 25 - 36 Mos. 37 - 48 Mos. 49 - 60 Mos. > 60 Mos. Pure-play Internet Firms Clicks-and-mortar Firms

28.6%

28.4%

18.5%

18.4%

20.4%

23.5%

16.0%

12.5%

16.3%

34.3%

8.6%

10.2%

The average number of product SKUs (stock keeping units) cataloged -- or services offered -- on the profiled companies’ websites is slightly more than 539,000; the median number is 16,000. When the mega-sites -- those with more than one million catalogued items, such as Amazon.com (18+ million) and eBay (14+ million) -- are excluded, the average drops to approximately 64,000. The most common site size was between 10,000 and 50,000 items.
4.03 Size of Profiled Websites Percent of profiled websites
10,001 - 50,000 items 29.5% 50,001 250,000 items 17.9%

3.1%

250,001 - 1mn items 5.1% > 1mn items 3.8% < 1,000 items 15.4%

1,000 - 10,000 items 28.2%

All of the profiled companies’ websites provide general customer service and help pages; almost one-half (47%) also offer at least a limited “contextual help” feature which answers questions related to content or functions provided on specific pages or areas located inside the site. Other popular features include one-click ordering or a quick-buy function (38%) that enables returning customers to by-pass re-keying their shipping and payment details, real-time customer service (32%) -either through an online chat window or through a call-back button that prompts a
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customer service agent to contact the customer at that moment by telephone -- and customer-created content (29%), such as reviews, comments, and even free personal websites. For context, an October 1999 survey of e-commerce websites by Jupiter Communications found that 90% had a customer service FAQ (Frequently Asked Questions) but only 10% had deployed real-time chat/messaging for customer service. A substantial majority of the sites have implemented at least some type of integration to back-end systems. The most common feature enabled by such integration is providing web access to customer account information; this access is also the key to offering a one-click or quick-buy feature. Other popular forms of back-end integration include providing customers access to the status of open orders (71%), access to order history (58%), and indications of product availability in online catalogs based on current inventory (57%).
4.04 Features in Profiled Websites Percent of profiled websites
100%
100%

80%
Percent of w ebsites

60%
47%

40%

38% 32% 24% 29% 22% 15% 3% 4% Customer Chat Customer Created Content Text-Only Version Foreign Language Content Threaded Discussions Foreign Language Ordering 21%

20%

0%
Contextual Help Quick Ordering General Help IP Telephony Real-Time Customer Service

4.05 Website Back-end Integration Percent of profiled websites
100%
88.3% 79.2% 71.4% 58.4% 57.1% 50.6% 40.3%

80%
Percent of websites

60%

40%

20%

0%
Account Information Order History Inventory Availability Order Processing Payment Processing Order Status Shipment Tracking

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Almost one-in-four (23.4%) of the profiled companies’ websites include advertising on their home pages and or on their inside pages. Some of the companies, such as BUY.COM, have built their business models around the assumption that products/services can be sold at cost and advertising revenue will ultimately provide a substantial share of any earnings. Other companies, such as CDnow, view their advertising revenue as a high-margin source of incremental income.
4.06 Advertising on Profiled Websites Percent of profiled websites
Accepts Advertising 23.4%

No Advertising on Site 76.6%

A majority (54%) of the profiled companies’ websites receive more than one million unique visitors per month, according to data from PC Data. The average number of unique visitors per site during the first three months of 2000 was 1.87 million and the median was 1.1 million. The largest proportion of sites (33.8%) received between one and two million unique visitors during March 2000. The number of unique visitors to the sites expanded by an average of 213% and a median of 100% from March 1999 to March 2000, according to PC Data. Almost one-half (49.9%) of the sites experienced an increase in visitors of 100% or more during the period while traffic at 16% of the sites actually declined by an average 24.6%.
4.07 Unique Visitors to Profiled Websites (March 2000) Percent of profiled websites
> 5mn per Month (6.5%) 3mn - 5mn per Month (7.8%) 2mn - 3mn per Month (6.5%) < 250,000 per Month (11.7%)

250K - 499K per Month (14.3%)

1mn - 2mn per Month (33.8%)

500K - 999K per Month (19.4%)

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4.08 Growth in Unique Visitors to Profiled Websites (March 1999 vs. March 2000) Percent of profiled websites
> 500% Visitor Growth (10.7%) 250% - 500% Visitor Growth (10.7%) 150% - 249% Visitor Growth (8.9%) < 0% Visitor Growth (16.2%)

0% - 49% Visitor Growth (12.5%)

100% - 149% Visitor Growth (19.6%)

50% - 99% Visitor Growth (21.4%)

5.0 Technologies Deployed By Profiled Websites A majority (54%) of the profiled companies’ websites are maintained on colocated servers. Approximately 15% of the sites employ managed hosting, at least to some extent. More than one-in-eight (13%) also use distributed content hosting services such as Akamai and Digital Island to serve graphics and various types of content to their visitors. As sites scale-up and the costs associated with downtime increase, a growing number of e-commerce sites are building in some degree of redundancy by sourcing bandwidth upgrades from a second (32%) or even three or more (15%) connectivity providers. The development of mirror locations -- and other types of redundant back-ups -- are also becoming increasingly common for the same reason (see 5.04). More than one-in-four (28%) of the profiled companies have either already brought online one or more mirror sites, or they have plans to do so within the next 12 months.
5.01 Hosting Practices of Profiled Websites Percent of profiled websites
Combination of Hosting Options 9% On-site Servers 29%

Managed Hosting 8%

Co-located Servers 54%

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5.02 Number of Hosts and Connectivity Providers Used by Profiled Websites Percent of profiled websites Two Providers 32% Three Providers 9% Four or More Providers 6%

One Provider 53%

Co-location provider Exodus Communications is the most popular solution provider among the profiled companies, serving almost one-in-three (32%) websites. UUNET and Global Crossing’s GlobalCenter subsidiary are the second and third most frequently used connectivity solution providers. Other connectivity providers and hosting firms mentioned by the profiled companies, in addition to those listed below, are Qwest, Level3 Communications, Verio, SAVVIS, and AboveNet.
5.03 Connectivity Solution Providers Used by Profiled Websites Share of Profiled Websites

Connectivity Solution Provider

Exodus Communications UUNET/MCI Worldcom Akamai Technologies Global Crossing/GlobalCenter Genuity InterNAP Network Services Sprint Internet Services AT&T IBM Corp. Digex Cable & Wireless

32% 20% 11% 11% 10% 9% 9% 8% 4% 4% 4%

5.04 Use of Mirror Locations by Profiled Websites Percent of profiled websites
Yes 24%

Planned 4%

No 72%

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5.05 Hardware Platforms of Profiled Websites Percent of profiled websites
60%

50%
44.2% Percent of websites

40%

30%
20.8%

24.7%

20%
9.1% 9.1% 5.2% 2.6% 5.2%

10%

0%
Sun Dell Computer Microsystems IBM Compaq Hew lett Packard VA Linux Generic Pentium Other

5.06 Operating Systems Deployed by Profiled Websites Percent of profiled websites
80%

59.7%

60%
Percent of websites 45.5%

40%

20%
11.7% 6.5% 5.2% 5.2%

0%
Windows NT Windows 2000 Solaris Linux IBM-AIX Other

Most of the profiled companies have deployed servers from a combination of manufacturers and servers based on more than one type of processor. Not surprisingly, Intel Pentium-based servers are used by more of the profiled sites than any other single processor platform. No single hardware manufacturer, however, accounted for a substantial share of the Pentium servers deployed. Servers from Dell Computer were deployed by 9% of the sites and Compaq’s ProLiant servers -as well as its non-Pentium-based AlphaServers -- were deployed by 21%. Sun Microsystems’ servers were the most widely deployed of any single manufacturer,
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with 44% of sites including them in their server farms. Among the sites which standardized on a single manufacturer’s servers, Sun was the most frequently selected platform. As is the case with server hardware, many of the profiled websites deployed more than one operating system. Microsoft’s Windows NT was the most widely deployed, showing up in almost 60% of the sites; Microsoft’s new Windows 2000 also showed up in almost 7% of sites. Sun’s Solaris is the second most widely deployed OS (46%) and the most popular flavor of UNIX among the sites. Although Linux has received a great deal of attention during the last 12 months, only 5% of the sites have deployed any servers in their Internet infrastructure which use the OS. Other operating systems deployed by the sites include HP-UX, Compaq Tru64, and JOSP.
5.07 Web Server Software Deployed by Profiled Websites Percent of profiled websites
Microsoft IIS 47%

Other 3%

Apache 22%

Netscape Enterprise 28%

5.08 Commerce Platforms Deployed by Profiled Websites Commerce Platform Share of Profiled Sites

Proprietary applications Microsoft Site Server Commerce Edition Broadvision IBM Net.Commerce ART Technology Group Dynamo Server Interworld Commerce Exchange Bluestone Total-e-Business Other solutions

52% 25% 7% 5% 4% 4% 3% 10%

With almost 60% of the profiled companies’ websites running Windows NT, it should be no surprise that Microsoft’s Internet Information Server (IIS) is the most widely deployed web server software, running on almost one-half (47%) of the sites. Netscape (iPlanet) Enterprise Server and Apache are the next most popular web server software. A slim majority of the profiled sites (52%) have opted to develop their own home-grown commerce platforms -- online storefront, catalog, customer data management, and order processing applications -- over deploying off-the-shelf

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solutions. The most widely deployed off-the-shelf commerce platforms are Microsoft’s Site Server Commerce Edition (25%) and BroadVision’s commerce solutions (7%). Other commerce platforms deployed by profiled companies include Smith-Gardner WebOrder, Evergreen Ecential, Netscape Commerce and Application Server, NetResults ProShop, and vertical industry platforms such as Edify’s Electronic Banking System. Almost two-thirds (65%) of profiled companies have employed one or more advanced personalization technologies, such as collaborative filtering, in their sites. Among these firms, 43% have opted to deploy home-grown solutions despite the growing number of off-the-shelf products. Net Perceptions Group Lens is the most widely deployed off-the-shelf application. Other personalization technologies deployed by profiled companies include features embedded in commerce platforms such as ART Technology Group’s Dynamo Application Server (6%), Lotus Webshpere (4%), Bluestone Total-e-Business (2%), Smith-Gardner WebOrder (2%), and vertical industry platforms such as Edify’s Electronic Banking System.
5.09 Profiled Websites Employing Personalization Percent of profiled websites
Sites with no Personalization Features 27%

Sites Employing Personalization Technologies 65%

Sites Planning Personalization 8%

5.10 Personalization Solutions Deployed by Profiled Websites Share of Sites With Personalization

Solution

Proprietary applications Net Perceptions GroupLens Recommendation Engine Microsoft Site Server Personalization Personify Essentials BroadVision One-to-One Vignette Content Management & Personalization Other solutions

43% 29% 20% 12% 10% 8% 32%

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5.11 Database Platforms Deployed by Profiled Websites Percent of profiled websites
60%
51%

50%
44% Percent of websites

40%

30%

20%

10%
4%

7% 4% 3%

0%
Oracle Microsoft SQL Server Informix IBM Proprietary Other

Home-grown payment processing solutions are used by more of the profiled companies’ websites than all of the off-the-shelf solutions combined. The most popular off-the-shelf solution among the sites is Cybersource’s ASP-based service, followed by the software solutions of Signio and Cybercash. Other off-the-shelf applications include the payment processing functionality embedded in the IBM and Smith-Gardner commerce platform software. Many of the profiled clicks-and-mortar companies, such as Office Depot and WalMart, have opted to process online payments using the same back-end POS systems which support their existing offline operations. Several of the profiled business-to-business sites (15.1%), such as Grainger.com and AMP, do not accept online payments, but instead require customers to place orders with pre-approved account numbers and a purchase order number.
5.12 Payment Processing Applications Deployed by Profiled Websites Percent of profiled websites
Cybercash 7.6% Cybersource 13.6% Other Applications 12.2% Signio 7.6% Proprietary Application 43.9%

Not Used 15.1%

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5.13 Affiliate Management Technology Deployed by Profiled Websites Percent of profiled websites
Other 10% Proprietary Applications 27%

Be Free 34%

LinkShare 29%

Almost two-thirds of profiled companies (64%) have established affiliate marketing programs, paying commissions to complementary websites in return for referring registered users or paying customers. The most popular affiliate management and tracking solutions among the profiled companies are the ASPbased services of Be Free (BFAST) and LinkShare. Other outsourced affiliate management solutions include Dynamic Trade and Commission Junction. Only 27% of profiled companies relied on home-grown solutions for affiliate management, down from 72% two years ago (eCommerce Almanac 1.0).

6.0 Driving Traffic to Profiled Websites America Online, with its 20+ million members worldwide, is the most popular portal marketing partner among the profiled companies. Approximately one-half of the companies have inked either advertising agreements or operate online storefronts on AOL’s proprietary online service. AOL’s other portal sites are almost as popular, with AOL.com, Netscape.com, and Compuserve occupying the next three positions after the
6.01 Partnerships With Web Portals Deals With Profiled Companies

Portal Sites

America Online Service America Online/AOL.com America Online/Netscape.com America Online/Compuserve Yahoo! Microsoft Network Excite@Home/Excite.com Lycos Earthlink Buena Vista Internet/Go Network Excite@Home/@Home Network

42 37 36 33 30 26 21 16 12 11 7

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company’s proprietary service. Outside of the AOL properties, Yahoo!, Microsoft Network (MSN), and Excite@Home’s Excite.com site were the next three most popular online marketing partners. Companies offering incentive and convenience services to online shoppers account for more marketing partnerships among the profiled companies than hightraffic destinations, such as USA Today Online and iVillage. The most popular partners in the former category were Netcentives and its Click Rewards program, the Inktomi Shopping Engine service, and online gift certificate services GiftCertificates.com and Giftpoint.com. Amazon.com, which is busily building itself into an online shopping “portal,” is also a popular marketing partner, having inked deals with 11 profiled companies.
6.02 Partnerships With Leading Web Destinations and Services Deals With Profiled Companies

Web Destinations and Services

Netcentives/Click Rewards Inktomi Shopping Engine Amazon.com GiftCertificates.com America Online/Digital City Wingspan Bank.com ShopperConnection USA Today Online Intuit/Quicken.com Giftpoint.com iVillage

13 12 11 11 10 9 8 8 7 7 7

6.03 Offline Media Employed by Profiled Websites Percent of profiled companies
100%

80%
68.0%

74.7%

60%

52.0%

53.3% 40.0%

52.0%

40%

20%
4.0%

0%
Radio Television Newspaper Consumer Periodical Business Periodical Direct Mail No Offline Media

As Internet use and online shopping have become mainstream activities, ecommerce companies have aggressively employed mass media advertising to build their respective brands and to drive traffic to their websites. Three-quarters (74.7%)
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of the profiled companies have used television advertising during the last 12 months and 68% have advertised on radio. More than one-half have also used national or local newspapers, consumer periodicals, and direct mail in their marketing and branding campaigns. Almost two-thirds of profiled companies (64%) have established an affiliates program, paying commissions to complementary websites in return for referring registered users or paying customers. The concept is most popular among companies whose websites focus exclusively on serving retail consumers. They are almost as popular among sites serving a mixed audience of businesses and retail consumers. None of the profiled companies’ sites which focus exclusively on business customers have implemented an affiliates program. The average affiliates program among the profiled companies has almost 72,000 members; 9% have less than 500 members, 27% have less than 5,000 members, and
6.04 Size of Profiled Companies’ Affiliate Programs Percent of profiled companies with affiliate programs
50,000 > 100,000 100,000 Members Members 9% 6% < 500 Members 9% 25,000 - 49,999 Members 18%

500 - 4,999 Members 18%

10,000 - 24,999 Members 25%

5,000 - 9,999 Members 15%

6.05 Affiliate Program Commission Rates Percent of profiled companies with affiliate programs

Hybrid Commission Model 10.9% Per-lead Commission 21.7%

< 5% Commission 13.0%

> 12% Commission 8.7% 9% - 12% Commission 6.5%
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5% - 8% Commission 39.1%

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9% have more than 100,000 members. Amazon.com, which pioneered the concept for the online marketspace, operates the largest network of referring sites with more than 430,000. Amazon.com competitor BarnesandNoble.com operates the second largest program with 360,000 members, followed by online music retailer CDnow with 260,000, and Reel.com with more than 200,000. Almost one-third (32.6%) of the affiliates programs employ a per-lead/order commission or a hybrid model that combines a per-lead/order payment with the traditional percentage commission. The balance of programs offer commissions that range from 1% to 20% of sales, with a mean of 7.49%. The average per-lead/order commission is $12.38 and the median is $5.50. The highest per-lead/order commission is $50.00, which is paid by financial services aggregator OneCore.com for each converted lead.

7.0 Customer Support Infrastructure As the Internet matures into a mainstream sales channel, companies are working aggressively to expand their back-end customer support infrastructure to keep up with demands created by increasingly comprehensive websites and the rapidly expanding number of online prospects and customers. Clicks-and-mortar
7.01 Call Centers at Profiled Companies Percent of profiled companies
In-house 75.3% Outsourced 8.2% In-house and Outsourced 5.5% None 11.0%

7.02 Call Center CRM Representatives Percent of profiled companies with call centers
60% 50% 40% 30% 20%
7.8% 23.4% 35.9%

10% 0%

< 25

25 - 99

100 - 249

6.3%

250 - 499

9.4%

> 500

Not specified

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companies are typically leveraging their existing telemarketing and telephone support operations while the newer, pure-play Internet firms scramble to build these operations from scratch. Approximately 90% of profiled companies either operate their own in-house call center or they have outsourced the function. The largest proportion of companies with call centers employed more than 500 customer relationship management representatives, followed by the 23% of call centers which employed between 25 and 100 representatives.

8.0 Financial Performance of Profiled Companies Predictably enough, a substantial majority (71%) of the profiled companies employ a fixed-price business model on their websites. Only 5% employ an online auction or other negotiated pricing model exclusively, however, an increasing number are adding auction areas to their fixed-price sites. Companies such as Ingram Micro and Egghead.com use their online auction areas to move surplus merchandise, Dell Computer uses auctions to move returned and reconditioned hardware, and Sharper Image uses its auction area in part for price discovery for new products.
8.01 Business Models of Profiled Websites Percent of profiled websites
Auction/ Negotiated Price Model 5% Combination Fixed/Negotiated Price Model 10% Commission/Fe e-based Model 14%

Fixed Price Model 71%

Online revenue per employee averaged $405,489 during 1999 and the median revenue per employee was $147,771 during the same period. Computer software and hardware retailers generally reported the highest revenue per employee. Online auctioneer eBay and “name your own price” Priceline.com reported more than $1 million in revenue per employee during 1999. The online drugstores -- PlanetRx and drugstore.com -- and the online grocers -- HomeGrocer.com, Peapod, and Webvan Group -- were in the bottom quartile in terms of revenue per employee. Actual revenue numbers – rather than gross sales or bookings – were used to calculate employee productivity for the online travel sites, auto sites, and auction sites.

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The average revenue per unique visitor among the profiled companies ranged from a high of more than $100 -- on several of the business-to-business sites -- to a low of $0.28 during the first quarter of 2000; the mean value was $17.43. The office products, computer hardware and software, and home products sites -- the online grocery shopping sites, specifically -- generally realized the highest top-line revenue per visitor while the toys and sports, and books/CDs/videos/DVDs sites produced the least revenue per visitor. The revenue per visitor estimates are calculated by dividing the number of unique visitors, according to PC Data, into each company’s top line revenue. It’s important to emphasize that these estimates are based on the number of unique visitors to each company’s site(s) during the first quarter of 2000 as opposed to the total visitor traffic of the site(s). Inasmuch as most sites -- especially in the business-to-business sectors -- receive multiple visits from many individuals, revenue per visitor based on
8.02 Revenue per Employee (1999) Percent of profiled companies
< $100,000 per employee 45.2% > $2mn per employee 4.8% $1mn - $2mn per employee 2.4% $500K - $999K per employee 14.3% $250K - $499K per employee 9.5% $100K - $249K per employee 23.8%

8.03 Revenue Per Visitor (Q1 2000) Percent of profiled websites
> $50.00 per Visitor 12.8% $40.00 - $49.99 per Visitor 5.1% $30.00 - $39.99 per Visitor 7.7%

> $2.00 per Visitor 15.4%

$20.00 - $29.99 per Visitor 10.3%

$2.00 - $4.99 per Visitor 23.1%

$10.00 - $19.99 per Visitor 12.8%

$5.00 - $9.99 per Visitor 12.8%

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8.04 Revenue Per Visitor by Sector (Q1 2000) Dollars per unique visitor among profiled sites in each sector
$50

Gross Revenue per Visitor

$40

$30
$24.83 $22.48 $19.82

$25.53

$20
$12.04 $13.89 $9.88 $6.79 $6.68 $8.81

$10

$0
Apparel Autos Books, Computers Financial Videos & CDs Gifts Home Products Office Products Toys & Sports Travel Services

total traffic would be some fraction of the value based on unique visitors. Indeed, buyers -- as opposed to browsers -- frequently visit a site more than once, and spend more time on the site, according to PC Data, which estimates that buyers view approximately three times as many pages as browsers before completing a purchase. Average revenue per pageview among the profiled companies ranged from a high of $2.76 to a low of $0.01 during the first quarter of 2000; the mean value was $1.10 and the median was $0.35. The highest revenues per pageview were generally found in the computer hardware and software, automobile, and office products sectors while the lowest returns on pageviews were among the travel services, books/CDs/videos/DVDs, and apparel sites.
8.05 Revenue Per Pageview (Q1 2000) Percent of profiled websites
> $3.00 per Pageview 4.7% $2.00 - $2.99 per Pageview 9.3% $1.00 - $1.99 per Pageview 11.6% $0.75 - $0.99 per Pageview 7.0% $0.50 - $0.74 per Pageview 7.0% > $0.10 per Pageview 20.9%

$0.10 - $0.24 per Pageview 16.3%

$0.25 - $0.49 per Pageview 23.3%

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8.06 Revenue Per Pageview by Sector (Q1 2000) Dollars per unique visitor among profiled sites in each sector
$1.50 $1.25
Gross Revenue per Pageview

$1.18 $1.05

$1.00 $0.75 $0.50
$0.25 $0.72 $0.64

$0.90

$0.39 $0.29 $0.18 $0.17

$0.25 $0.00
Apparel Autos

Books, Computers Financial Videos & CDs

Gifts

Home Products

Office Products

Toys & Sports

Travel Services

Sales and marketing were in most cases the largest expense item below the gross profit line among the profiled companies during 1999. Although it is quite possible that there is long-term brand-building value in these expenditures, it is impossible to quantitatively separate this “investment” component from the cost of acquiring new customers in the current year. Estimated customer acquisition costs were therefore calculated by dividing total 1999 sales and marketing expenditures by the number of new customers acquired during the year. By this measure, the mean cost to acquire a new customer during 1999 was $461 among the profiled companies. The median cost over the same period was $78. Several companies -- including online loan brokers E-LOAN and iOwn -- invested more than $1,000 to acquire each new customer; eliminating those companies dropped the mean cost to $185. The largest proportion of the profiled companies (29.7%) spent between $10.00 and $49.00 to acquire each new customer during 1999 and a slim majority (51.3%) spent $100.00 or less.
8.07 Customer Acquisition Cost (1999) Percent of profiled companies
$500+ 8.2% < $10 5.4%

$200 - $499 21.6%

$10 - $49 29.7%

$100 - $199 18.9%

$50 - $99 16.2%

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8.08 Marketing Expenditures (1998 - Q1 2000) FY 1998
Company Revenue Marketing % of Revenue Revenue

FY 1999
Marketing % of Revenue

Jan. - Mar. 2000
Revenue Marketing % of Revenue

Amazon.com, Inc. Ameritrade Ashford.com, Inc. autobytel.com inc. autoweb.com BarnesandNoble.com Beyond.com Corp. Bluefly, Inc. Bolt Inc. BUY.COM, Inc. CarsDirect.com Inc. CDnow Inc. drugstore.com, inc. eBay Inc. Egghead.com, Inc. E-LOAN Inc. eToys Inc. E*TRADE Group, Inc. Expedia, Inc. Fogdog Inc. FTD.com Furniture.com Inc. Garden.com, Inc. HomeGrocer.com, Inc. InsWeb Corp. iOwn iPrint.com inc. NetB@nk NextCard, Inc. Outpost.com Peapod, Inc. Pets.com, Inc. PETsMART.com Inc. PlanetRx.com Inc. Priceline.com Inc. Charles Schwab & Co. Staples.com Travelocity.com Inc. Webvan Group Inc.

$609.8 134.9 3.6 23.8 13.0 61.8 36.7 0.2 2.7 125.3 0 56.4 0 86.1 356.5 6.8 29.9 335.8 13.8 0.2 30.7 3.7 1.3 1.1 4.3 1.3 0.6 18.8 1.2 22.7 69.3 0 0 0 35.2 2,736.0 16.9 35.5 0

$132.7 43.6 1.0 30.0 13.0 70.4 27.2 0.4 0.6 13.4 0 44.6 3.1 36.0 62.3 5.7 20.7 117.3 10.8 2.4 6.0 1.4 2.4 1.0 8.9 6.1 1.0 0.7 4.3 5.9 7.6 0 0 0.9 24.4 155.0 2.1 33.4 0

21.8% 32.3% 28.1% 126.0% 100.0% 113.9% 74.2% 200.0% 23.3% 10.7% 0% 79.0% n/a 41.8% 17.5% 83.5% 69.2% 34.9% 78.2% 1200.0% 19.5% 38.6% 184.6% 91.7% 207.7% 466.4% 170.2% 3.7% 360.0% 26.2% 10.9% 0% 0% n/m 69.3% 5.7% 12.2% 93.9% 0%

$1,640.0 268.4 39.9 40.3 32.8 202.6 117.3 4.9 4.4 596.9 15.2 147.2 34.8 224.7 514.8 22.1 151.0 621.4 38.7 7.0 49.6 10.9 5.4 21.7 21.8 14.8 3.3 56.4 26.6 85.2 73.1 5.8 10.4 9.0 482.4 3,945.0 94.4 90.9 13.3

$413.2 59.7 34.6 44.1 33.2 111.6 81.4 6.5 9.1 71.3 14.6 88.1 61.5 96.0 101.8 30.3 120.5 301.7 14.9 21.5 12.0 34.0 13.3 7.7 33.5 19.1 8.1 7.4 24.7 26.9 7.2 42.5 33.5 55.2 79.6 242.0 27.1 68.2 11.7

25.2% 22.3% 86.7% 109.6% 101.2% 55.1% 69.4% 132.1% 206.4% 12.0% 96.0% 59.9% 176.7% 42.7% 19.8% 137.1% 79.8% 48.6% 38.5% 306.9% 24.2% 311.3% 246.3% 35.6% 153.3% 129.5% 249.4% 13.0% 92.8% 31.5% 9.8% 734.3% 320.5% 613.8% 16.5% 6.1% 28.7% 75.0% 88.3%

$573.9 194.0 11.8 15.1 15.8 78.2 31.3 3.6 n/a 207.6 98.6 45.6 22.7 85.8 147.8 7.1 23.0 407.4 31.9 4.7 26.6 n/a 3.2 21.2 8.6 n/a 3.0 24.1 31.0 76.1 24.9 7.7 n/a 8.8 313.8 1,572.0 75.4 35.7 16.3

$140.1 54.8 10.5 16.9 14.7 32.2 17.0 5.3 n/a 24.5 33.4 23.5 29.9 33.9 21.9 9.1 22.9 177.5 21.4 11.2 11.5 n/a 8.4 5.6 14.3 n/a 8.7 2.8 11.2 14.6 1.3 28.9 n/a 28.7 40.4 100.9 33.2 24.4 8.4

24.4% 28.2% 88.7% 111.8% 92.9% 41.2% 54.2% 149.4% n/a 11.8% 33.9% 51.6% 131.6% 39.5% 14.8% 128.4% 99.4% 43.6% 67.0% 238.7% 43.4% n/a 267.3% 26.3% 166.0% n/a 287.9% 11.8% 36.2% 19.2% 5.4% 377.8% n/a 327.2% 12.9% 6.4% 44.1% 68.2% 51.4%

Source: company SEC filings

The average budget for sales and marketing among the profiled companies which are publicly-held -- or have filed a registration statement with the SEC -- was $63.31 million in 1999, up from $24.95 million in 1998; as a percentage of total revenue, expenditures were equal to 126% and 127% during 1998 and 1999 respectively. For the first quarter of 2000, annualized sales and marketing spending among the same companies averaged $119.34 million, however, expenditures as a percentage of total revenue dropped to 91%. The largest marketing budgets during 1999 belonged to Amazon.com ($413 million), E*Trade Group ($302 mn), Charles Schwab & Co. ($242 mn), eToys ($121 mn), and BarnesandNoble.com ($112 mn). In the first quarter of 2000, the biggest spenders were Amazon.com ($140 mn), E*Trade Group ($178 mn), Charles Schwab & Co. ($101 mn), eBay ($34 mn), and CarsDirect.com ($33 mn).
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8.09 Marketing Budget as a Percentage of Revenue (Q1 2000) Percent of profiled companies from 8.08 above
> 200% 14.3% 150% - 200% 2.9% 100% -149% 11.4% < 10% 5.7% 10% - 24% 17.1%

75% - 99% 8.6% 50% - 74% 14.3%

25% - 49% 25.7%

The mean share of revenue derived from repeat customers has increased steadily since 1997 among the profiled companies as a group. The largest proportion of companies (31%) are generating more than 75% of their online revenue from repeat customers, however, a majority (59%) still depend on new customers for 50% or more of their revenue. Companies selling consumables -- such as PeaPod, Webvan Group, and Grainger.com -- or delivering online banking and brokerage services, generally reported the highest share of revenue from repeat customers. Sites with a lower than average proportion of revenue from repeat customers generally focused on high-end durable goods or services with an extended cycle between purchases, such as autoweb.com, autobytel.com, E-Loan, and iOwn. A slight majority (52%) of purchases from the profiled companies’ websites were less than $100.00 and the overall average purchase price was $164.17 during 1999. The largest proportion of online purchases (38%) were valued between $50.00 and $99.00.
8.10 Revenue From Repeat Customers (1999) Percent of profiled companies < 10% of Revenue 15% 10% - 25% of Revenue 9%

> 75% of Revenue 31%

51% - 75% of Revenue 18%

26% - 50% of Revenue 27%

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8.11 Average Order Value (1999) Percent of profiled companies
> $500 9% $200 - $499 10% < $50 14%

$100 - $199 29%

$50 - $99 38%

Among the profiled companies, a substantial majority of pure-play Internet firms (77.9%) continue to lose money; less than one-in-four (22.1%) were profitable during 1999. Among the privately-held companies, most of whom declined to provide financial details, the results were similar with 25% reporting their Internet operations were “profitable” and 75% reporting they were “unprofitable.” The average net margin among the 57 profiled companies providing detailed financial results for 1999 was -327%. The average net margin for 1999 improves to -179% if the five profiled companies who reported net losses in excess of ten-times their total revenue -- CarsDirect.com, IMX Exchange, KBkids.com, PlanetRx.com, and Webvan Group -- are removed.
8.12 Profitability of Profiled Companies (1999) Percent of profiled companies

Profitable 22.1%

Unprofitable 77.9%

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8.13 Net Margins of Profiled Companies (1999) Percent of profiled companies
"Profitable" 7.4% "Unprofitable" 22.3%

> (500%) 6.2%

(201%) - (500%) 16.0%

>10% 3.7% 10% - 0 11.2% 0 - (10%) 4.9% (11%) - (25%) 7.4%

(101%) - (200%) 8.6% (51%) - (100%) 3.7% (26%) - (50%) 8.6%

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Notes

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Notes

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Section 3

eCommerce Market Briefing

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1.0 The Internet User Definitive data on the number of Internet users and the penetration rate for Internet access among U.S. households is impossible to find. Every analyst offers an estimate and no two are the same due to differing methodologies, samples, and survey periods as well as the rapid evolution of the Internet itself. In May 1999, estimates ranged from 37.2 million (Roper Starch) to 84 million (Opinion Research) individual users in the U.S. and Forrester Research estimated that approximately 34 million U.S. households had Internet access. One year later, the estimates have grown to between 80.8 million (Boston Consulting Group) and 123.6 million (Nielsen/NetRatings). Media Metrix estimates that 35.9 million Americans used the Internet on any given day during the month of March 2000 while a March 2000 poll by the Pew Research Center found that 55 million Americans are online on an average day. Cahners InStat estimates that 46% of U.S. households had Internet access at yearend 1999. The company expects 8% of PC-equipped households will go online during 2000 and that 6% of households will purchase both a PC and Internet access. Harris Interactive estimates that 81% of all computer users at the end of 1999 were already Internet users. Internet use is growing rapidly among minority groups, according to Forrester Research. The number of African-American households online will increase by 74% during 2000, followed by Caucasian households at 28% and Hispanic households at 20%. Growth in Internet use by Asian-American households is the slowest among ethnic groups, primarily because 64% of them are already online, representing the largest proportion of any group.
1.01 U.S. Internet Population Internet Users Age of Users Date of Survey Source

123.6 mn 121.3 mn 117.1 mn 115.9 mn 112.9 mn 110.8 mn 101.8 mn 95.6 mn 91.0 mn 80.8 mn 72.0 mn

All All 18+ All 18+ All All All 18+ All 18+

February 2000 Year-end 1999 Q1-2000 January 2000 Spring 2000 Year-end 1999 February 2000 March 2000 March 2000 Year-end 1999 Year-end 1999

Nielsen/NetRatings Cahners InStat Harris Interactive Forrester Research(1) Mediamark Research (MRI) Computer Industry Almanac Yankee Group (2) PC Data Online Pew Research Center IDC CyberDialogue
(1) Based on estimate of 44.4mn households (2) Based on estimate of 39mn households

Although numbers for the overall Internet population vary widely, estimates of active users -- those individuals who have used the Internet at least once in the last 30 days -- are much closer among the leading firms. Nielsen/NetRatings estimates that 81.6 million individuals went online during March 2000 while Media Metrix puts the number at 76.8 million; MRI estimated the number of adults (18 years or older) who used the Internet during the last 30 days at 86.3 million based on a Spring 2000 survey. The penetration rate of Internet access varies significantly between markets, according to Nielsen/NetRatings. Among the top 20 markets alone, the penetration rate in February 2000 swung from 61% in the San Francisco metro area down to 37% in Cleveland. The nationwide penetration rate ranges from Harris Interactive’s estimate of 56% of households to CyberDialogue’s estimate of 32%. CyberDialogue has also
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1.02 Top 5 Markets by Internet Access (1999) Percent of households within each market Metro Area Penetration Rate No. of Users Time Online

San Francisco, California San Diego, California Washington, DC Seattle, Washington Portland, Oregon Boston, Massachusetts

61.0% 58.0% 56.1% 55.9% 54.0% 51.7%

2,199,000 894,000 1,850,000 1,324,000 816,000 1,995,000

10:17:44 hrs 11:15:52 hrs 9:28:58 hrs 9:11:50 hrs 9:13:21 hrs 8:00:39 hrs
Source: Nielsen/NetRatings

identified a growing segment within the category of adults without Internet access: an estimated 27.7 million individuals who have tried the Internet and subsequently discontinued use; approximately 9 million of these individuals, however, indicated that they expect to go back online at some point soon.
1.03 U.S. Internet Population Growth Millions of Internet users at end of period
200
177.0 148.6

150
126.0 103.1

100
62.8

80.8

50
23.2 9.7

38.9

0 1995 1996 1997 1998 1999 2000 2001 2002 2003
Source: IDC

Cahners InStat predicts that women will comprise 49% of Internet users by mid2000, up from 45% at the beginning of the year. Nielsen NetRatings and the Pew Research Center both estimate that the number of women and men using the Internet is already at parity while Mediamark estimates that women actually comprise a slim majority (50.2%). The number of female users increased by 32% during 1999, according to NetRatings, while the number of men grew by only 20%. Although Pew estimates the number of men and women online are roughly equivalent, the group also found that men use the Internet more frequently; on an average day, only 47% of Internet users are women while 53% are men. As the Internet has become more mainstream, the demographics of its users have

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1.04 Gender of Internet Users Percent of all U.S. Internet users Women Online Men Online Date of Survey Source

49.0% 49.5% 50.2% 45.0% 50.0% 47.4% 48.0% 48.0%

51.0% 50.5% 49.8% 55.0% 50.0% 52.6% 52.0% 52.0%

March 2000 March 2000 Spring 2000 Year-end 1999 Year-end 1999 Fall 1999 Nov. 1999 Nov. 1999

Strategis Group Pew Research Center Mediamark Research Cahners InStat Nielsen/NetRatings PC Data Online BCG Media Metrix

begun to look more like those of the U.S. at large. The proportion of Internet users with college degrees has declined from 39.6% in the Fall of 1999 to 33.6% in the Spring of 2000, according to Mediamark. The company also estimates the number of users with a household income of $50,000 or less has increased from 33.1% to 38.3% during the same period.
1.05 Education of Internet Users (Spring 2000) Percent of all U.S. Internet users
College graduate 26.9% No college 36.0%

Attended college 37.0%

Source: Mediamark CyberStats

1.06 Household Income of Internet Users (Spring 2000) Percent of all U.S. Internet users
< $50,000 38.2% > $150,000 6.7%

$75,000 $149,999 29.4%

$50,000 $74,999 25.7%
Source: Mediamark CyberStats

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A Fall 1999 estimate of Internet users’ household incomes by PC Data Online is significantly lower than Mediamark’s; almost one-in-four (22.9%) had a household income of less than $25,000 and 66.2% had a household income of less than $50,000. Only 3.1% had a household income of more than $150,000, according to PC Data Online. The company also estimates the number of individuals with no college education at 42.4% and the number of college graduates at 24.5%, compared to Mediamark’s estimates of 32.8% and 33.6% respectively.
1.07 Age of Internet Users (Spring 2000) Percent of all U.S. Internet users
> 45 years 21.5% < 17 years 18.7%

18 - 24 years 18.1% 35 - 44 years 21.0% 25 - 34 years 20.7%
Source: PC Data Online

Baby-boomers and seniors -- individuals between 45 and 64 years old -- were the fastest-growing age groups during 1999, expanding to approximately 20% of Internet users according to Media Metrix, while the proportion of users between 25 and 44 declined. Jupiter Communications paints a portrait of U.S. Internet users as 47% are college graduates, 80% are less than 50 years old -- with the largest age group between 19 and 34 -- 43% have an annual household income of more than $60,000, and 37% are involved in professional or managerial occupations. Almost four-in-five Internet users have been online for more than one year, according to both Boston Consulting Group and PC Data Online. PC Data estimates that 42% of Internet users have been online for more than three years and that 15% have been online for more than five years. The Pew Research Center’s Pew Internet & American Life project found that approximately 28% of Internet users had been online for three or more years.
1.08 Number of Years Online (Q4-1999) Percent of all U.S. Internet users
> 3 Years 29% < 1 Year 22%

1 - 3 Years 49%
Source: Boston Consulting Group

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1.09 PC Penetration Rate by Location
Use PC at home Use PC at work Use PC at other location

80%

60%
% of adults (18+) 51% 47% 39% 41% 42% 40% 26% 17%

40%
23%

20%

0%
January 1998 January 1999 December 1999
Source: Harris Interactive

More than one-half (51%) of adults in the U.S. used a PC at home at the end of 1999, according to Harris Interactive, up from 42% one year earlier. PC Data Online estimates that 58% of U.S. households in March 2000 had a computer and Ziff-Davis estimates the number at just over 60% for the same point in time. The penetration rate for PCs is higher than average among families and higher-income households. The rate of PC ownership in households with children is almost 70%, according to Ziff-Davis, and it exceeds 70% among households with more than $75,000 total income; conversely, the Ziff-Davis data indicates that PC ownership drops below 40% among households with total income of $30-$40,000 and less than 20% among those with a household income below $10,000.
1.10 Top 10 Markets by PC Penetration (1999) Percent of households within each market
Salt Lake City, UT San Francisco, CA Washington, DC Seattle, WA Portland, OR Austin, TX Denver, CO Boston, MA San Diego, CA Sacramento, CA 73% 72% 71% 69% 69% 69% 68% 66% 64% 63%

0%

25%

50%

75%

100%

Source: Scarborough Research

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The average PC penetration rate among households was 59% across 64 U.S. markets surveyed in 1999 by Scarborough Research. Markets with the highest penetration rates are Salt Lake City, San Francisco, and Washington, DC. The lowest penetration rates are in Memphis, TN (49%), Pittsburgh, PA (48%), Birmingham, AL (48%), WilkesBarre, PA (47%), and Charleston, WV (46%). Almost one-in-five (19%) of the households that did not already own a computer at the time of survey planned to buy one sometime during the next 12 months, according to Scarborough Research.

2.0 Internet User Activities Although specific numbers vary from survey to survey, the consensus is that significantly more Americans access the Internet from home than from work. Harris Interactive estimates that 48% of the adults who are online access the Internet primarily from home while only 30% do so primarily from work, and 21% from other locations such as school and the library. PC Data Online estimates that 6.7% of users access the Internet primarily from home-based offices. MediaMark estimates that 69% of adults have Internet access at home and that 45% have access at work.
2.01 Where Do Users Access The Internet Percent of adults who are online
60%

48%
40%

30% 21%
20%

0% Home Work Other
Source: Harris Interactive

Although the proportion of men and women using the Internet is at or near parity, men generally spend more time online than women. Men spent an additional two hours twelve minutes online on average during December 1999, up from one hour thirty-five minutes in February 1999, according to Nielsen/NetRatings. The amount of time spent online is also correlated with the level of experience an individual has with the Internet, according to Boston Consulting Group. The company estimates that individuals who have used the Internet for three or more years spend an average of 2.9 hours per week online while those who began using the Internet during 1999 spent an average 2.7 hours per week online. America Online reports that its subscribers spend an average 65 minutes online per day.

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2.02 Total Time Spent Online (1999) Time Online Date of Survey Source

2.31 hours per week 2.82 hours per week 2.70 hours per week 1.87 hours per week 2.12 hours per week

Q1-2000 Year-end 1999 Year-end 1999 December 1999 December 1999

Harris Interactive Cahners InStat Boston Consulting Group Nielsen/NetRatings Media Metrix

The amount of time users spend online varies between different age groups and different geographic locations. Individuals between the ages of 25 and 35 years old spend the most time online -- 2.7 hours per week compared to a mean of 2.1 hours -according to Media Metrix, while individuals between 18 and 24 are online the least -1.3 hours per week. Nielsen/NetRatings reports that the amount of time spent online varies by geography almost as much as it does between different age groups. Among 20 different U.S. metro areas tracked by NetRatings in the forth quarter of 1999, individuals in San Diego and Denver generally spent the most time online -- 2.6 and 2.5 hours per week
2.03 Time Spent Online by Metro Area (1999) Total time in hours and minutes
Tampa Minneapolis Atlanta Phoenix Boston Chicago New York Philadelphia Los Angeles Seattle Portland Cleveland Washington, DC Detroit Dallas Miami Houston San Francisco Denver San Diego 7:12:30 7:23:21 7:38:28 7:40:01 8:00:39 8:11:23 8:39:30 8:55:26 9:09:43 9:11:50 9:13:21 9:27:17 9:28:58 9:46:18 9:46:52 9:49:17 9:54:52 10:17:44 10:46:51 11:15:52

0:00:00

3:00:00

6:00:00

9:00:00

12:00:00

15:00:00

Time online per month (Hrs:Min:Sec)
Source: Nielsen/NetRatings

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2.04 Time Spent Online by Age Group Minutes per month per person
1,000
Minutes online per month

800 600 400 200 0 18 - 24
347.8

704.9 617.2 583.5

25 - 35

35 - 44

45 - 64
Source: Media Metrix

respectively -- while individuals in Tampa and Minneapolis spent the least amount of time online -- approximately 1.7 hours per week. Internet users in the high-tech centers of Seattle and the San Francisco Bay Area spent an average 2.1 and 2.4 hours per week online respectively. The total time spent online by the average Internet user has increased steadily since the beginning of 1999, according to NetRatings, from an average 1.97 hours per week at the beginning of February 1999 to 2.9 hours during the first week of June 2000. The NetRatings data also indicates that Internet users spent an average 2.7 hours online per week -- and viewed an average 155.3 pages per week -- over the 16 month period between January 31, 1999 and June 4, 2000. Total pages viewed during the period fluctuated between a low of 185 during the week of January 10, 2000 and a high of 222 during the week of April 17, 2000.
2.05 Total Time Spent Online at Home and Pages Viewed (1999-2000) Time spent online in minutes and pageviews per user per week
page views 300 250
Pageviews per week

time online 250

200
Time online per week

200 150 150 100 100 50 0
1/31 - 2/6 4/5 - 4/11 4/26 - 5/2 6/7 - 6/13 6/28 - 7/4 8/9 - 8/15 2/21 - 2/27 3/15 - 3/21 5/17 - 5/23 7/19 - 7/25 8/30 - 9/5 9/20 - 9/26 11/1 - 11/7 1/3 - 1/9 3/6 - 3/12 3/27 - 4/2 5/8 - 5/14 1/24 - 1/30 2/14 - 2/20 10/11 - 10/17 11/22 - 11/28 12/13 - 12/19 4/17 - 4/23 5/29 - 6/4

50

0

Source: Nielsen/NetRatings

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2.06 Time Spent Online per Session at Home (1999-2000) Minutes per user per week
35

30

25

20
1/31 - 2/6 4/26 - 5/2 6/28 - 7/4 8/30 - 9/5 4/5 - 4/11 6/7 - 6/13 8/9 - 8/15 11/1 - 11/7 1/3 - 1/9 3/27 - 4/2 2/21 - 2/27 3/15 - 3/21 5/17 - 5/23 7/19 - 7/25 9/20 - 9/26 1/24 - 1/30 2/14 - 2/20 10/11 - 10/17 11/22 - 11/28 12/13 - 12/19 4/17 - 4/23 5/29 - 6/4 3/6 - 3/12 5/8 - 5/14

Source: Nielsen/NetRatings

The average online session between January 1999 and June 2000 was 28.7 minutes in duration, according to NetRatings. The average session length varied from a low of 25.2 minutes for the week of March 22, 1999 to a high of 31.3 minutes during the week of January 24, 2000.
2.07 Leading Online Activities (2000) Percent of all Internet users
E-mail Get information for hobbies Research a product or service Get travel information Retrieve news Get health or medical information Purchase a product Send an instant message Get financial news/information Search job opportunities Make a travel reservation Listen to or download music Check sports scores Get real estate information Bank online Participate in an auction Trade stocks 0% 17% 15% 12% 20% 40% 60% 80% 100% 64% 60% 54% 48% 45% 44% 38% 36% 35% 35% 27% 76% 74% 91%

Source: Pew Internet & American Life

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As the tenure of Internet users increases, their online activity becomes more deliberate and time spent randomly “surfing the web” declines, according to PC Data. Three-in-four Internet users surveyed by the company in late 1999 either strongly agreed (33.4%) or agreed somewhat (42.0%) with the statement: “I typically go onto the web because I have a specific task or objective in mind.” The most popular Internet activity is communicating by e-mail, with more Internet users engaged in sending and receiving e-mail (91%) than any other online activity, according to the Pew Research Center. Eighty-one percent of Internet users indicated that communicating with friends/family/others was one reason for initially going online and 38% said it was their top reason, according to Boston Consulting Group. Researching topics of interest was the next most commonly mentioned reason for going online, cited by 76% as one reason and by 13% as the top reason; shopping online was cited by 26% as one reason and by 2% as the top reason while managing personal finances -- online banking and trading stocks online -- were cited by 15% as one reason and by 2% as the top reason. Almost one-in-four (23.5%) Internet users indicate that they go online most frequently for the purpose of sending e-mail, according to PC Data, followed by searching for information (14.9%) and downloading software/files (10.6%). Almost three-in-four (74%) Internet users use the Internet to research products/services and 48% actually make purchases online, according to Pew, while 17% do their banking online, and 12% trade stocks online. PC Data reports that shopping online and checking stock quotes/trading online were the most frequent online activities of 4.6% and 3.4% of Internet users respectively. The typical Internet users divides his or her time online between sending and receiving e-mail (33% of total time spent online), engaging in other forms of communication (e.g., chat, instant messaging, etc.) (10%), gathering information (27%), playing games and visiting entertainment sites (13%), managing personal finances (8%), and researching products/services and making online purchases (8%), according to Boston Consulting Group.

3.0 Leading Internet Sites and Brands
3.01 Leading Internet Commerce Sites (March 2000) Number of unique visitors per month (000s)
amazon.com ebay.com cdnow.com barnesandnoble.com ticketmaster.com iprint.com enews.com bmgmusicservice.com ubid.com buy.com 6,654 5,401 4,223 3,865 3,395 3,099 2,749 2,378 14,812 14,032

0

5,000

10,000

15,000

20,000

Source: PC Data

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Amazon.com and eBay are the busiest Internet commerce sites with almost twice as many unique visitors as the next closest sites -- CDnow and BarnesandNoble.com -according to PC Data. In the financial services sector, credit card issuer NextCard is the busiest site followed by online brokers E*Trade and Ameritrade and competitor Aria.com. Priceline.com and Expedia are the busiest individual sites in the travel sector, according to PC Data. The total traffic of the Travelocity.com and Preview Travel sites -- whose respective owners merged late last year -- when combined, however, places that enterprise ahead of both Priceline.com and Expedia with approximately 20% more unique visitors.
3.02 Leading Financial Services Sites (March 2000) Number of unique visitors per month (000s)
nextcard.com etrade.com ameritrade.com aria.com firstusa.com fidelity.com americanexpress.com wellsfargo.com bankofamerica.com paymybills.com 2,461 1,867 1,724 1,563 1,519 1,322 1,320 1,199 1,158 5,181

0

1,000

2,000

3,000

4,000

5,000

6,000

Source: PC Data

3.03 Leading Travel Services Sites (March 2000) Number of unique visitors per month (000s)
priceline.com expedia.com AOLTravel travelocity.com previewtravel.com 4,396 3,730 3,479 2,851 6,050

0

2,000

4,000

6,000

8,000

Source: PC Data

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3.04 Leading Portal Sites (March 2000) Number of unique visitors per month (000s)
yahoo.com aol.com msn.com go.com lycos.com tripod.com excite.com altavista.com about.com ask.com 0 10,000
27,426 23,039 20,082 16,571 16,353 14,519 13,116 13,113 39,569 37,987

20,000

30,000

40,000

50,000

Source: PC Data

The top four Internet commerce brands increased their name recognition by an average 30 percentage points among adults in the U.S. between September 1998 and August 1999, according to Opinion Research. Amazon.com is the best known Internet commerce brand with its name recognized by almost two-thirds of U.S. adults (60.1%). Priceline.com, eBay, E*Trade, and eToys round out the top five properties which are recognized by an average 46% of all U.S. adults. eBay was the most successful among the companies tracked at improving its brand during 1999, increasing its name recognition more than eight-fold.
3.05 Brand Recognition Of Internet Commerce Sites (1998 and 1999) Recognition among all U.S. adults August 1999
Brand Awareness Adults (000s)

April 1999
Awareness Adults (000s)

September 1998
Awareness Adults (000s)

Amazon.com Priceline.com eBay E*Trade eToys Autobytel.com CDnow Reel.com Buy.com Travelocity Cheap Tickets Onsale (1) Preview Travel (2) uBid Expedia NetMarket

60.1% 117,800 55.4% 108,600 46.4% 90,900 43.8% 85,800 26.2% 51,300 22.6% 44,300 20.2% 39,600 19.4% 38,000 17.8% 34,900 15.6% 30,600 15.0% 29,400 12.4% 24,300 10.6% 20,800 Not Sampled 9.1% 17,800 7.4% 14,500

51.7% 46.5% 32.2% 29.9% 21.6% 17.9% 17.2% 14.9% 13.2% 10.0% 10.3% 9.3% 9.2% 8.5% 8.3% 6.1%

101,300 91,100 63,100 58,600 42,300 35,000 33,700 29,200 25,900 19,600 20,200 18,200 18,000 16,700 16,300 12,000
(1) (2)

37.4% 72,500 32.2% 62,500 5.7% 11,000 12.8% 24,800 Not Sampled 14.8% 28,700 18.8% 36,500 18.2% 35,300 Not Sampled 7.5% 14,500 Not Sampled 8.8% 17,000 9.5% 18,400 Not Sampled 4.6% 8,900 8.0% 15,500

Merged with Egghead.com Inc. in 1999 Merged with Travelocity.com Inc. in 2000 Source: Opinion Research Corp.

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4.0 Sizing B-to-C Internet Commerce Estimates of the number of individuals who completed online purchases during 1999 vary in a manner similar to estimates of the overall population of Internet users. Yankee Group offers the most aggressive estimate (58.4 million) and investment bankers Volpe Brown the most conservative (30 million). Yankee also estimates that the top 25% of online buyers accounted for 84% of all spending between September 1999 and February 2000. Harris Interactive estimates that 26.8 million individuals made at least one purchase each month during the first quarter of 2000, up from 23.3 million in the previous quarter.
4.01 Estimated U.S. Population of Online Buyers Number of individuals completing at least one online purchase during specified period Online Buyers Period Covered Source

58.4 mn 49.3 mn 43.2 mn 41.2 mn 39.3 mn 37.8 mn 37.1 mn 30.0 mn 26.8 mn

Calendar 1999 Calendar 1999 3/1999 - 3/2000 Q4 ‘98 - Q4 ‘99 Calendar 2000 Q4 ’98 - Q4 ‘99 Calendar 1999 Calendar 1999 1/2000 - 3/2000

Yankee Group (1) Direct Marketing Association Pew Research Center Boston Consulting Group Jupiter Communications (2) Ernst & Young Forrester Research (3) Volpe Brown Whelan Harris Interactive (4)
1. Based on 26.8mn households; 2. Forecast 3. Based on 17mn households; 4. Purchasers per month

Ernst & Young estimates that approximately one-half of the U.S. households that are online made at least one online purchase during 1999, generating an estimated $25-30 million in total sales. Among the remaining 50%, more than three-in-four (79%) expect to make at least one online purchase during 2000 and an average of four online purchases. Online purchases accounted for approximately 1% of overall consumer spending during 1999, according to Gartner Group, which also predicts that the share will increase to 5-7% by 2004.
4.02 Total U.S. Consumer Internet Commerce: 1999 - 2003 (Billions $) Source 1999 2000 2001 2002 2003

Jupiter Communications Gartner Group Morgan Stanley CyberDialogue Forrester Research Dataquest Salomon SmithBarney Giga Information (1) Yankee Group IDC Simba Boston Consulting Group

$14.9 $16.8 $19.0 $19.2 $20.2 $20.5 $22.2 $22.2 $24.2 $24.8 $25.7 $33.1

$23.1 $29.3 $29.2 $38.8 $25.0 $41.1 $51.2 $36.6 $36.8 $39.8 $66.1

$34.6

$53.0

$78.0

$41.1 $64.2 $39.3 $69.6 $90.3 $57.2 $48.1 $56.9

$53.0 $101.1 $57.0 107.1 $124.8 $86.6 $60.6 $78.0

$65.6 $144.0 $115.0 $150.5 $125.6 $75.0 $108.5

1. Figures represent the mean value of company’s high and low estimates for each period.

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Jupiter Communications predicts that consumer online spending will total $199 billion in 2005 and that offline spending influenced by online research will total $632 billion during the same year. The company estimates that 68% of consumers have already researched products online and then purchased them in a store; consumers will spend more than $235 billion offline during 2000 as a direct result of online research, according to Jupiter. Consumers appear to be increasingly comfortable with the concept of Internet commerce as evidenced by the shrinking time lag between when an Internet user first goes online and when they make their first purchase. Consumers who initially went online more than four years ago took an average 22 months before making their first online purchase while individuals going online in 1998 took an average 13 months to make their first purchase and individuals who started using the Internet in 1999 took an average four months before making their first purchase, according to data from ActivMedia and CyberDialogue. ActivMedia also reports that many new users in 1999 made their first online purchase within as little as a month after initially going online.
4.03 Consumer Internet Commerce Spending by Category (Q1-2000) Thousands of dollars
Air Tickets Computer Hardware Other Hotel Reservations Books Apparel Software Music Consumer Electronics Health and Beauty Toys/Video Games Car Rental Office Supplies Food/Beverages Videos Jewelry Linens/Home Décor Flowers Sporting Goods Footwear Small Appliances Furniture Tools and Garden Appliances $694,967 $635,527 $591,625 $511,369 $475,091 $430,494 $395,804 $395,342 $386,628 $343,866 $286,337 $282,726 $276,372 $248,188 $207,398 $151,403 $148,064 $145,595 $117,005 $103,678 $98,489 $85,881 $36,370 $1,107,373

$0

$250,000

$500,000

$750,000 $1,000,000 $1,250,000 $1,500,000
Source: Forrester Research

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4.04 Top Consumer Internet Commerce Categories (Q1-2000) Thousands of dollars Category January February March Q1-2000

Air Tickets Computer Hardware Other Hotel Reservations Books Apparel Total across 24 categories

$317,608 $224,363 $173,128 $163,787 $224,367 $181,560 $2,784,503

$280,046 $152,878 $190,008 $149,497 $147,986 $150,592 $2,356,964

$509,719 $317,726 $272,391 $278,341 $139,016 $142,939 $3,014,125

$1,107,373 $694,967 $635,527 $591,625 $511,369 $475,091 $8,155,592

Source: Forrester Research

Total consumer Internet commerce spending was $8.16 billion in the U.S. during the first three months of 2000, according to Forrester Research. Airline tickets ($1.1 billion in sales) and computer hardware ($695 million) were the largest consumer categories. Travel-related spending of all types accounted for almost one of every four dollars spent by consumers online during the first quarter -- $1.99 billion or 24.3% of all consumer spending.
4.05 Online Purchasing Penetration (1999) Percent of all Internet users

Books Computer Software CDs & Videos Travel Apparel Computer Hardware Electronics Toys Office Supplies Healty & Beauty Aids Jewelry & Accessories Food & Groceries Home Furnishings Sporting Goods Appliances Lawn & Garden 0% 4% 4% 3% 3% 2% 2% 2% 2% 1% 1% 5% 10% 15% 20% 11% 10% 9% 15% 15%

22%

25%

Source: Boston Consulting Group

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Total online spending by U.S. consumers declined sharply from January to February 2000, according to Forrester, before recovering in March. Spending in small-ticket categories (i.e., music CDs, videos, jewelry, and sporting goods) softened throughout the entire quarter, declining by an average 21.8% from January to March, with the largest declines occurring in the software (down 45.1%), toy (down 40.7%), and book (down 38.0%) categories. Spending in Forrester’s so-called big-ticket categories, however, increased by an average 60.7% during the same period. The biggest increases occurred in the appliances (up 136.3%), hotel reservations (up 69.9%), and the food/beverages (up 68.5%) categories. The increase in spending for big-ticket items more than offset declines among small ticket items, according to the company, which estimates that overall monthly online spending by consumers increased 9.2% between January and March. Airline tickets and computer hardware are the two largest categories in terms of dollars spent online by consumers -- accounting for 16.9% and 10.5% of total spending respectively -- but they only rank fourth and sixth respectively in terms of the number of individuals who have purchased them, according to Boston Consulting Group. The most popular categories among online buyers are books -- almost one-in-four Internet users have made a purchase in the category despite the fact that it accounts for only 4.6% of total online sales during the first quarter -- followed by computer software (3.4% of total spending) and videos/music CDs (6.4% of total spending) which have each been purchased by an estimated 15% of Internet users.
4.06 Number of Online Purchases Per Buyer (1999)
> 40 10% 26 - 40 12% 1-5 32%

16 - 25 15% 6 - 10 19%
Source: Boston Consulting Group

11 - 15 12%

4.07 Total Spending Per Online Buyer (1999)
> $4,000 9% $2,001 - $4,000 10% < $200 32%

$1,001 - $2,000 13%

$501 - $1,000 16%

$201 - $500 20%
Source: Boston Consulting Group

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The average online buyer completed 10 purchases during 1999 and spent $460.00, according to Boston Consulting Group. The Direct Marketing Association estimates the value at $559.00. Ernst & Young estimates the average number of purchases at 13 with a significantly higher total value of $1,205.00; approximately 52% of buyers spent less than $500.00 and the balance (48%) spent $500.00 or more during 1999. Thirtyfive percent of online buyers completed between one and four purchases, 26% completed between five and ten, and 39% completed more than 10 purchases last year, according to Ernst & Young. The total amount spent online and the average transaction amount are both highly correlated with the tenure of Internet users, according to ActivMedia. The average online transaction by individuals who have been online five or more years is more than twice that of individuals online less than two years. ActivMedia also reports that the online share of Internet users’ total purchases increases with the length of time they have been online.
4.08 Average Transaction Value by Category (Q1-2000) Dollars per transaction
Appliances Air tickets Furniture Hotel reservations Computer hardware Car rental Consumer electronics Other Food/beverages Sporting goods Linens/home decor Apparel Jewelry Small appliances Footwear Office supplies Flowers Tools and hardware Toys/videogames Software Health and beauty Books Videos Music $257.24 $225.96 $225.15 $188.24 $161.70 $106.93 $80.43 $73.35 $72.44 $72.44 $60.86 $59.70 $57.54 $55.25 $53.28 $50.06 $41.84 $37.93 $37.71 $32.84 $31.33 $30.87 $385.27 $367.42

$0

$100

$200

$300

$400

$500

Source: Forrester Research

The average online business-to-consumer transaction during the first quarter of 2000 was $115.24, according to Forrester Research. The average transaction size was less than $70.00 in one-half of the product categories tracked and less than $100.00 in twocopyright  2000 by The Intermarket Group

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thirds. Categories with the highest average transaction were appliances ($385.27), airline tickets ($367.42), and furniture ($257.24). The smallest average transactions occurred in the books ($32.84), videos ($31.33), and music ($30.87) categories.
4.09 Total U.S. Online Holiday Spending: Q4 1999 vs. 1998 (Billions $) 1999 1998 Source

$8.5 bn $11.0 bn $8.5 bn $8.3 bn $7.8 bn $7.2 bn $7.0 bn $7.1 bn $6.9 bn $5.0 bn $4.5 bn

$4.1 bn $3.7 bn $3.0 bn $2.6 bn $3.9 bn $3.1 bn $4.2 bn $3.0 bn
(1) (2) (3)

Dataquest Boston Consulting Group Volpe Brown Whelan Yankee Group CyberDialogue ActivMedia Jupiter Communications (1) IDC Harris Interactive Forrester Research (2) PC Data (3)

Figure covers November and December only 1999 figure covers 11/25/99 - 1/1/00; 1998 figure covers entire quarter Figure covers 10/31/99 - 12/19/99

The amount spent online by consumers during the holiday shopping period increased from approximately $3.5 billion in 1998 to $7.8 billion during 1999. Holiday 1999 sales are estimated to have accounted for between 25% (Forrester Research) and 47% (Jupiter Communications) of the year’s total online consumer sales. Jupiter estimates that approximately 10 million individuals began shopping online during 1999 and that many of them made their first purchases during the holiday season. Ernst & Young estimates that one-in-four (26%) Internet users made at least one online purchase during the holiday shopping season, spending a total of $10-13 billion. America Online reports that two-thirds of its 20+ million members shop online and that 2.5 million of them made their first online purchase during the 1999 holiday season. AOL members collectively spent approximately $2.5 billion online between Thanksgiving and Christmas, according to the company. Greenfield Online estimates that the average online shopper spent $357 for gifts; 29% spent less than $100, 43% spent between $100 and $399, and 7% spent more than $1,000.
4.10 Weekly U.S. Online Holiday Spending (1999) Millions of dollars
$1,500
$1,254.6
Sales per w eek ($ '000,000s)

$1,200
$904.8 $884.4

$900
$545.1

$600
$274.2

$494.8

$300

$199.3

$221.7

$208.2

$0
Oct. 31 Nov. 7 Nov. 14 Nov. 21 Nov. 28 Dec. 5 Dec. 12 Dec. 19 Dec. 26
Source: PC Data

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5.0 Internet Shopper/Purchaser Behavior
5.01 How Internet Users Find Websites Percent of all Internet Users

Search Engines/Portals Friends/Colleagues Links on Other Sites Online Ads E-Mail Ads Television Ads Print Ads Radio Ads Outdoor Ads 4.6% 3.0% 18.7% 17.8% 16.8% 14.0% 13.2% 10.5%

28.2%

0%

10%

20%

30%

40%

Source: PC Data, IDC, Ernst & Young, Andersen Consulting

Search engines and portals remain the most frequently used point of entry with 28% of Internet users using them to learn about new websites, according to several surveys during 1999 and the first quarter of 2000. The value of branding, however, is becoming increasingly apparent with 19% of Internet users learning about new sites from friends and colleagues; Boston Consulting Group also estimates that 43% of online buyers have entered Internet commerce sites from bookmarks and 31% have typed-in a URL directly. This suggests that many buyers are developing loyalties to specific Internet commerce sites.
5.02 Browser to Buyer Conversion Rate (March 2000) Percent of top 40 Internet commerce sites
< 2.5% 5%

> 10.0% 23%

2.5% - 5.0% 27% 7.6% 10.0% 25%

5.1% - 7.5% 20%

Source: PC Data

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The average browser-to-buyer conversion rate in March 2000 among the 40 largest consumer Internet commerce sites -- based on traffic -- was an estimated at 7.7%, according to PC Data, and the median conversion rate was 7.2%. The largest proportion of the sites tracked converted between 2.5-5% of unique visitors into buyers. The company also found that buyers spent considerably more time on a given site than their counterparts who were simply “kicking the tires.” Buyers, on average, viewed almost three times as many pages as browsers, according to PC Data. Boston Consulting Group reports that the average browser-to-buyer conversion rate was 3.2% during 1999 among 412 online retailers that it surveyed for the trade association, Shop.org. The same group of companies reported an average conversion rate of 2.8% for 1998. In a similar survey of 41 leading Internet commerce sites, Forrester Research found that conversion rates ranged from 1-4% and that 70% of the sites reported conversion rates of less than 2%.
5.03 Browser to Buyer Conversion Rate Trend (6/99 - 3/00) Average percent of unique visitors
11%
10.2%

10%
Avg. browser to buyer rate 9.2% 8.8%

9.7% 9.5% 8.2%

9% 8% 7% 6% 5% 4%
6.6% 7.6%

7.6% 7.4%

Jun-99 Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-00 Feb-00 Mar-00
Source: PC Data

The average browser-to-buyer conversion rate among a cross-section of leading consumer Internet commerce sites fluctuated between 6.6% and 10.2% over a ten month period between June 1999 and March 2000, according to data from PC Data. Conversion rates rose fairly steadily from mid-summer 1999 and peaked in December during the holiday shopping season. In the post-holiday period, conversion rates declined sharply before recovering somewhat in February 2000. The analysis covers the websites of Amazon.com, CDnow, eToys, Ticketmaster Online, 1-800Flowers.com, BarnesandNoble.com, Buy.com, Drugstore.com, eNews, Gateway Computer, PlanetRx.com, Staples.com, SmarterKids.com, and J. Crew.

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5.04 Why Buyers Make Online Purchases Percent all of buyers in each category
First online purchase
Don't know or no answer Other Product availability or better selection Price Convenience of home delivery Saves time 2% 23% 9% 1% 10% 3% 10% 4% 12% 15%

Subsequent online purchases
21%

9% 8% 11% 13% 11% 15% 23%

Ability to shop 24/7

Avoid in-store hassle

Ease of process

0%

5%

10%

15%

20%

25%

30%

Source: Boston Consulting Group

Online shopping is an increasingly popular activity among Internet users. Indeed, the ability to shop and make purchases online is among the reasons why more than onein-four (26%) individuals began using the Internet in the first place, according to PC Data. Boston Consulting Group reports that some aspect of convenience is the principal motivator behind many Internet users’ first online purchase, including home delivery -cited by 23% of first-time buyers -- the overall ease on online shopping (15%), the ability to avoid in-store hassles (4%), and the 24-hour accessibility of online storefronts (3%). Price considerations are the next most-frequently mentioned motivator, cited by 23% of buyers as the principal reason behind their first online purchase. The principal motivator for many buyers changes somewhat after they complete their first online purchase. Convenience generally remains the number one motivator, but digging deeper reveals that time savings jumps from the principal motivator for 1% of first-time buyers to 9% of repeat buyers and the ability to shop anytime 24-hours a day jumps from 3% to 10%. Pricing was the principal motivator for fewer repeat buyers (15%) than first-time buyers (23%) but nevertheless was cited by more individuals than any other consideration.

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6.0 Sizing B-to-B Internet Commerce
6.01 Total U.S. Business-to-Business Internet Commerce: 1999 - 2003 (Billions $) Source 1999 2000 2001 2002 2003

IDC (1) Forrester Research (2) Goldman Sachs (2) Jupiter Communications (2) Gartner Group (3) (4) Boston Consulting Group (3)

$50 $109 $115 n/a $145 $892
1. 2. 3.

$97 $251 $294 $336 $403 $1,187

$175 $499 $522 $700 $953 $1,579

$347 $843 $782 $1,510 $2,180 $2,099

$633 $1,331 $1,113 $2,940 $3,950 $2,785

4.

Value of transactions at least initiated over the Internet Value of transactions completed through Net Markets or directly between counterparties over the Internet Value of all completed sell-side e-commerce transactions, including through EDI, extranets, Net Markets, web storefronts, and direct flat file IP exchanges Global Internet commerce activity.

Analysts unanimously agree that business-to-business activity accounts for the overwhelming majority of total Internet commerce. Forrester Research estimates that 86% of Internet commerce activity during 1999 was between businesses and only 14% was business-to-consumer. The company also predicts that the share of B-to-B activity will increase to 92% by 2003. U.S. markets accounted for an estimated 63% of global B-to-B Internet commerce during 1999, according to IDC, which also predicts that the U.S. share will decline to 56% in 2003. Chemicals, computer products, and agriculture are the largest sectors in B-to-B Internet commerce, according to Goldman Sachs, which estimates total U.S. activity for each during 1999 at $26.6 billion, $22.0 billion, and $16.6 billion respectively. The company predicts that total U.S. B-to-B activity will expand almost nine-fold between 1999 and 2003. Sectors expected to expand the most rapidly during that period are government procurement, motor vehicles and parts, and paper and office products. Conversely, sectors expected to grow the slowest are construction and real estate, consumer products, and non-defense electronics.
6.02 Top Business-to-Business Internet Commerce Sectors (2000) Billions of dollars
Chemicals Computer Hardware and Software Agriculture Energy Government Procurement Aerospace/Defense $34.6 $76.1

$54.0

$29.0

$16.1

$15.0

$0

$20

$40

$60

$80

$100

Source: Goldman Sachs

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6.03 U.S. Business-to-Business Internet Commerce by Sector: 1999 - 2003 (Billions $) Sector 1999 2000 2001 2002 2003

Aerospace/Defense % of total sector Agriculture % of total sector Chemicals % of total sector Computer Hardware/Software % of total sector Construction and Real Estate % of total sector Consumer Prod. (intrabusiness) % of total sector Electronics (Non-Defense) % of total sector Energy (Oil/Gas/Mining) % of total sector Financial Services % of total sector Food/Beverage/Tobacco Mfg. % of total sector Gov’t. Spending to Businesses % of total sector Industrial Equipment % of total sector Information Services % of total sector Medical Equipment % of total sector Motor Vehicles and Parts % of total sector Paper and Office Products % of total sector Pharmaceutical % of total sector Transportation/Freight % of total sector

$5.6 3.0% $16.6 2.0% $22.0 1.5% $26.6 8.5% $6.8 0.6% $2.2 0.3% $0.7 6.0% $15.0 2.5% $2.4 0.5% $1.4 0.3% $0.8 0.0% $4.7 0.5% $3.8 1.0% $0.6 0.6% $0.5 0.2% $0.7 0.2% $1.3 0.5% $3.2 1.0%

$15.0 8.0% $34.6 4.0% $76.1 5.0% $54.0 15.0% $8.4 0.7% $3.3 0.4% $1.1 8.5% $29.0 4.5% $6.2 1.2% $6.2 1.1% $16.1 0.9% $12.1 1.3% $6.0 1.5% $1.1 1.1% $6.6 2.7% $4.1 1.2% $5.4 2.0% $8.2 2.5%

$29.2 15.0% $54.2 6.0% $126.0 8.0% $82.9 20.0% $12.1 0.9% $5.1 0.5% $1.5 11.0% $48.1 7.0% $18.6 3.4% $7.1 1.2% $28.8 1.6% $37.9 3.8% $12.6 3.0% $4.0 3.6% $15.5 6.2% $14.5 3.9% $10.0 3.5% $13.5 4.0%

$40.5 20.0% $75.5 8.0% $171.1 10.5% $119.1 25.0% $16.3 1.2% $7.1 0.7% $2.2 15.5% $73.3 10.0% $33.8 5.9% $8.2 1.3% $46.3 2.4% $66.3 6.3% $24.2 5.5% $9.7 8.1% $24.9 9.7% $25.4 6.7% $14.9 5.0% $22.5 6.5%

$58.9 28.0% $98.5 10.0% $253.0 15.0% $164.4 30.0% $20.8 1.4% $9.3 0.9% $3.1 20.0% $101.5 13.0% $50.4 8.4% $9.4 1.4% $68.3 3.4% $97.4 8.8% $36.9 8.0% $16.3 12.6% $34.7 13.2% $37.1 9.4% $20.4 6.5% $32.1 9.0%

Source: Goldman Sachs

Business-to-business Internet commerce activity in the U.S. is expected to total approximately $300 billion during 2000. During that period, Goldman Sachs predicts that Internet commerce will penetrate most deeply into the computer products, nondefense electronics, and aerospace/defense sectors, accounting for 15%, 8.5%, and 8% of sector-wide sales respectively. Sectors anticipated to be least affected by Internet commerce -- in terms of the share of total spending migrated online from existing channels -- are consumer products, construction and real estate, and government procurement. During 1999, an overall average 1.6% of U.S. business-to-business sales in the industry sectors tracked by Goldman Sachs were conducted through Internet commerce. The company expects that share to more than double to 3.4% during 2000 and rise to approximately 11% in 2003. In 2003, the computer products, aerospace/defense, and

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non-defense electronics sectors are expected to still retain their status as the industry sectors with the largest penetration rate for Internet commerce, which by that time is predicted to account for 30%, 28% and 20% of total sector-wide sales respectively.
6.04 Value of Business-to-Business Internet Commerce Transactions (1999) Percent of B-to-B Internet commerce transactions
> $10,000 8% < $50 5% $51 - $100 5%

$1,001 $10,000 41%

$101 - $500 36% $501 - $1,000 5%

Source: ActivMedia

The largest proportion of business-to-business Internet commerce transactions are valued between $1,001 and $10,000, according to ActivMedia, followed by transactions valued between $101 and $500 (36%). ActivMedia also estimates the mean transaction size during 1999 at $5,580 and the median transaction size at $800. Most companies are working aggressively to migrate their existing electronic commerce activity -- as well as many conventional, offline transactions -- to Net Markets and other IP-based platforms. The majority of electronic commerce activity during 1999 was still conducted through legacy EDI transactions, however, Boston Consulting Group predicts that almost three-fourths (71.9%) of such activity will be conducted through Internet-based transactions by 2003. Internet-based transactions accounted for only 13.7% of total e-commerce transactions as recently as 1998, according to the company.
6.05 How Electronic Commerce Transactions Are Conducted (1998 and 2003) Percent of all B-to-B electronic commerce transactions

1998
($671 bn total activity)
Internet-based Transactions 13.7% EDI Transactions 86.3%
EDI Transactions 28.1%
Source: Boston Consulting Group

2003
($2,780 bn total activity)
Internet-based Transactions 71.9%

Source: Boston Consulting Group

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7.0 Trends in Managing eCommerce Initiatives
7.01 Profit Expectations of Internet Commerce Companies Percent of companies in each category
Business-to-Consumer Sites 29.3% 32.8% Business-to-Business Sites Mixed Audience Sites

40%

% of e-com m erce firm s

22.2%

19.0% 20.2% 22.1%

30%

20.6%

20%

11.1% 16.0% 12.7%

3.2% 4.3%

10%

0%
Profitable Now 2000 2001 2002 2003 After 2003 Don't Know Don't Measure
Source: IDC

In late 1999, IDC surveyed “dot-com” executives at 651 firms on the profitability of their online operations and found that 27% were already earning a profit. Companies targeting a mixed audience of both businesses and consumers were the most likely to be profitable (32.8%) while those focused exclusively on the retail consumer were least likely to be profitable (22.2%). Almost 60% of the firms overall expect to earn a profit by year-end 2001. Approximately one-in-five (21%) do not specifically measure the profitability of their online operations but instead view them within the context of their overall business. Forrester Research estimates that “dot-com” companies spent approximately $1.7 billion on national advertising during 1999, or roughly double what they spent the previous year. Competitive Media Reporting (CMR) estimates that that Internet commerce companies alone spent approximately $3.17 billion on offline media -- in both local and national buys -- during 1999, up from $649 million in 1998 (see 7.02). Magazine and network television were the most popular offline media, accounting for almost one-half (43%) of all offline ad buys, according to CMR, and television advertising of all types -- network, cable, spot, and syndicated -- comprised more than one-half (51%) of all offline expenditures. The top five Internet commerce companies in terms of offline ad spending for 1999 were E*Trade Group ($124.2 million), Ameritrade ($103.7 million), Priceline.com ($49.6 million), eToys ($45 million), and Amazon.com ($35 million), according to CMR.

1.6% 0.5% 2.0%

1.6% 1.0% 2.7%

11.7% 11.0%

11.1%

12.8% 18.1% 12.4%

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7.02 Offline Advertising by Internet Companies Millions of dollars
1998 1999
$687.27 $153.65 $667.56 $131.73 $486.51 $95.67 $424.66 $87.95 $300.06 $61.11 $295.75 $47.29 $133.92 $27.23 $72.90 $26.87 $44.89 $5.98 $36.13 $7.87 $25.00 $3.99

Magazines Network TV Cable Network TV Spot TV National Newspapers National Spot Radio Newspapers Network Radio Outdoor Syndicated TV Sunday Magazines

$0

$100

$200 $300

$400

$500

$600 $700

$800

Total annual spending ($ '000,000s)
Source: Competitve Media Reporting

The cost of acquiring a new customer varies significantly among Internet commerce companies. A majority (51%) of firms surveyed by PriceWaterhouseCoopers invested $200.00 or more to acquire each new customer during 1999 while one-third invested $40.00 or less (see 7.04). Boston Consulting Group estimated that the average customer acquisition cost during the same period was $38.00 -- up 15% from the previous year -- among the 412 Internet commerce companies covered by its own survey. Most of the increase was driven by higher acquisition costs among pure-play online retailers, which paid an average $82.00 for each new customer, while the acquisition costs of multichannel retailers actually declined to an average $12.00. Financial firms and the online grocers generally invested the most for each new customer while book and music/video retailers generally invested the least. The average estimated customer acquisition cost for companies in each major market sector, according to Jupiter Communications, is between $200-$400 for online brokers, $150$200 for online travel firms, $100-$200 for computer hardware retailers, $50-$100 for software retailers, $40-$50 for CD/DVD/Video retailers, $30-$100 for toy and game retailers, and $30-$70 for online booksellers.

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7.03 Estimated Customer Acquisition Cost (1999) Dollars per new customer*

Amazon.com Ameritrade Ashford.com autobytel.com BarnesandNoble.com Beyond.com Bluefly Bolt Inc. Buy.com CDnow drugstore.com E*TRADE eBay Egghead.com eToys FTD.com Garden.com HomeGrocer.com iPrint.com NetB@nk NextCard Outpost.com Peapod Pets.com PETsMART.com PlanetRx.com Priceline.com Charles Schwab Travelocity.com Webvan Group $9 $12 $7

$39 $138 $413

$58 $33 $60 $128

$42 $40 $88 $300

$72 $78 $19 $38 $154 $23 $152 $137 $152 $424 $295 $186 $217 $22 $220

$250

$0

$50

$100 $150 $200 $250 $300 $350 $400 $450
Source: SEC filings

*Estimated costs for Bolt Inc., eBay, Garden.com, iPrint.com, Priceline.com, and Travelocity.com are per registered user.

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7.04 Estimated Customer Acquisition Cost (1999) Percent of Internet commerce companies
< $1.00 4% $1.01-$10.00 12%

> $200.00 51%

$10.01-$40.00 16%

$100.01$200.00 $80.01-$100.00 2% 7%

$40.01-$80.00 8%
Source: PriceWaterhouseCoopers

The average 1999 budget for website maintenance and operation, excluding hosting or ISP expenses, among a large cross-section of companies -- including many smaller enterprises -- was $36,579, according to ActivMedia. The company also found that business-to-consumer companies which employ the Internet as their exclusive sales channel spent an average of $67,853, or almost twice as much as the overall average. The largest proportion of sites -- 34% of all sites and 31% of online retailers -- spent between $1,001 and $5,000 on site maintenance and operation. The next most frequently mentioned budget range was $10,000 to $99,000, which applied to 22% of all sites and 27% of online retailers. Approximately 8% of all sites -- and 9% of online retailers -- spent between $100,000 and $1 million; only 1% of all sites and 3% of online retailers spent in excess of $1 million on site maintenance and operation during 1999. The median development and technology budget among large-scale Internet commerce companies tracked by The eCommerce Almanac was $8.5 million during 1999, up from $1.6 million the previous year; the average budgets for the same time periods were $17.0 million and $8.1 million respectively. These expenditures include not only website maintenance and operation but also spending related to the back-end systems development and integration which are unarguably key to remaining competitive in most sectors of Internet commerce. The average percentage of total revenue spent on development and technology declined to 50.4% in 1999 from 72.4% the previous year as the companies tracked have scaled rapidly -- average revenue growth among companies tracked by The eCommerce Almanac was 486% during 1999 -- but the median remained fairly level, dropping to 16.1% of total revenue during 1999 from 17.0% in 1998. The website features companies are most likely to implement during 2000, according to IDC, include personalization -- 39% plan to implement some type of personalization during the year -- community features (27%), comparative shopping or competitor pricing information (19%), and online auctions (15%). Approximately three times as many business-to-consumer sites have plans to add online auctions as businessto-business sites (21% vs. 7%) while community features figure slightly more prominently in the plans of business-to-business sites (26% vs. 21%). Approximately 29% of the Internet commerce companies surveyed by IDC plan to implement some type of services -- or dedicated sites -- for broadband users during 2000. Aggressive broadband strategies were more common among business-to236
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7.05 Technology and Development Expenditures as Share of Revenue (1998/1999) Thousands of dollars FY 1998 Dev. & Tech. (1) FY 1999 Dev. & Tech. (1)

Company

Revenue

% of Revenue

Revenue

% of Revenue

Amazon.com, Inc. autobytel.com, Inc. autoweb.com inc. BarnesanNoble.com Beyond.com Corp. BUY.COM, Inc. CarsDirect.com Inc. CDnow Inc. drugstore.com, inc. eBay Inc. Egghead.com, Inc. E-LOAN Inc. eToys Inc. E*TRADE Group, Inc. Expedia, Inc. Fogdog Inc. FTD.com Furniture.com Inc. Garden.com, Inc. IMX Exchange InsWeb Corp. iOWN iPrint.com inc. NetB@nk NextCard, Inc. 1-800-Flowers, Inc. Outpost.com Peapod, Inc. Pets.com, Inc. PETsMART.com Inc. PlanetRx.com Inc. Priceline.com Inc. Staples.com Travelocity.com Inc. Webvan Group Inc.

$609.8 23.8 13.0 61.8 36.7 125.3 0 56.4 0 86.1 356.5 6.8 30.0 335.8 13.8 0.2 30.7 3.7 1.3 0.6 4.3 1.3 0.6 18.8 1.2 26.8 22.7 69.3 0 0 0 35.2 16.9 35.5 0

$46.4 8.5 0.6 8.5 4.1 1.0 0 8.0 2.2 4.6 11.8 1.4 3.6 76.9 18.5 1.3 1.4 1.1 1.2 1.1 10.1 4.8 0.9 0.3 0.5 1.8 1.1 3.4 0 0 0 11.1 0.9 10.2 3.0

7.6% 35.8% 4.5% 13.8% 11.3% 0.8% n/a 14.2% n/a 5.3% 3.3% 19.8% 12.1% 22.9% 133.8% 660.0% 4.6% 29.3% 92.3% 180.6% 233.9% 365.7% 157.9% 1.7% 41.7% 6.7% 4.7% 4.9%

31.5% 5.6% 28.7%

$1,640.0 40.3 32.8 202.6 117.3 596.9 15.2 147.2 34.8 224.7 514.8 22.1 151.0 621.4 38.7 7.0 49.6 10.9 5.4 0.3 21.8 14.8 3.3 56.4 26.6 52.9 85.2 73.1 5.8 10.4 9.0 482.4 94.4 90.9 13.3

$159.7 14.3 5.1 21.0 10.4 7.8 2.2 23.4 14.9 23.8 15.5 3.6 43.4 78.5 21.2 3.5 2.2 6.7 3.2 1.7 8.9 10.4 3.5 1.4 22.1 8.1 3.7 3.5 6.5 2.4 13.0 14.0 4.1 12.1 15.2

9.7% 35.4% 15.6% 10.4% 8.9% 1.3% 14.7% 15.9% 42.8% 10.6% 3.0% 16.3% 28.8% 12.6% 54.7% 49.4% 4.4% 61.3% 59.3% 545.5% 40.6% 70.4% 108.6% 2.5% 83.0% 15.3% 4.4% 4.8% 112.0% 22.6% 144.1% 2.9% 4.3% 13.3% 114.5%

(1) Covers expensed items only; does not include amortization or capitalized equipment costs. Source: SEC filings

consumer sites, with 36% planning to do something within 12 months compared to 28% of business-to-business sites. IDC also found that almost one-in-four (22.3%) Internet commerce companies are planning to implement some type of services or support for wireless users and other non-PC devices during 2000; 7% of the companies surveyed already provide at least some type of support for non-PC users. Business-to-business sites were the least likely to have plans for new or additional investments in this area (only 16% of sites) while sites serving a mixed audience of both businesses and consumers were most likely (29%) and approximately 23% of business-to-consumer sites were planning to add some type of support for non-PC devices over the next 12 months. (See also “Wireless Internet Commerce,” August 2000, by Intermarket Group.)
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8.0 Internet Commerce Executive Compensation
8.01 Executive Compensation At Leading Internet Commerce Firms (1999) Annual cash salary and bonus Position Executive Salary Bonus

Amazon.com Inc. CEO COO CIO CFO Vice President and General Manager of Operations Ameritrade Holding Corp. Co-CEO Co-CEO CFO CEO - Ameritrade unit Ashford.com, Inc.6 CEO CIO CFO Vice President, Technology autobytel.com inc. CEO COO Sr. Vice President, Marketing Sr. Vice President and CFO Autoweb.com CEO COO CTO Vice President, Marketing Vice President, Global Sales Vice President, Sales BarnesandNoble.com Inc. CEO CTO Sr. Vice President, Marketing & Sales Vice President, Operations BUY.COM, Inc. CEO CFO Vice President, Advertising & Marketing Vice President, Sales Operations Vice President, Global Business Development

Jeffrey Bezos Joseph Galli, Jr. 1 Richard Dalzell Warren Jenson2 Jeffrey Wilke2

$

81,840 102,266 201,512 55,679 38,180

$

0 2,900,000 206,212 2,150,000 803,000

J. Joe Ricketts Thomas Lewis3 Robert Slezak4 Jack McDonnell5

435,000 227,565 250,008 153,462

54,375 25,000 37,500 92,077

Kenneth Kurtzman James Whitcomb, Jr. David Gow Jeffrey Helms

225,962 200,923 175,606 163,885

50,000 0 0 0

Mark Lorimer Ann Delligatta Michael Lowell7 Hoshi Printer

323,958 225,000 149,000 165,593

156,000 108,000 167,200 138,800

Dean DeBaise Samuel Hedgpeth III Gordan Kass8 Michele Hickford Robert Shapiro David Greene

250,000 166,875 156,479 110,000 128,333 144,000

100,000 36,000 0 30,101 66,154 90,018

Jonathan Bulkeley9 Gary King Carl Rosendorf William Duffy

431,606 275,000 300,000 292,040

0 100,000 100,000 112,880

Gregory Hawkins10 Mitch Hill11 John Herr Brent Rusick Murray Williams

217,755 33,846 184,462 184,731 127,062

0 0 10,000 0 0

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Position

Executive

Salary

Bonus

CDnow Inc. CEO Sr. Vice President, Product Marketing & Management Vice President, Strategic Business Development drugstore.com, inc. CEO COO CFO Vice President, Business Development Vice President, Marketing eBay Inc. CEO COO President, eBay Technologies Chief Scientist Egghead.com, Inc. CEO COO CFO Sr. Vice President, Merchandise Acquisition Sr. Vice President, Marketing 800.com Inc.6 CEO E-LOAN Inc. CEO COO CFO Sr. Vice President, Operations Vice President, Secondary Marketing eToys Inc.6 CEO CIO CFO Sr. Vice President, Marketing Sr. Vice President, Operations E*Trade Group Inc. CEO COO Chief Media Officer Chief Marketing Officer Chief International Officer

Jason Olim Rod Parker12 Robert Salzman

$ 193,077 153,859 152,489

$

0 0 0

Peter Neupert Kal Raman David Rostov Mark Silverman Suzan Del Bene13

249,184 174,171 123,794 171,564 135,092

250,000 36,954 21,615 60,083 6,879

Margaret Whitman Brian Swette Maynard Webb14 Michael Wilson

195,000 160,000 184,327 150,000

97,500 56,000 108,000 52,500

S. Jerrold Kaplan Jeffrey Sheahan John Labbett Merle McIntosh Bari Abdul

100,000 255,705 229,006 193,750 142,167

0 50,000 0 0 0

Gregory Drew

112,500

0

Chris Larsen Joseph Kennedy15 Frank Siskowsky Harold Bonnikson Steven Magerus

125,000 160,000 170,000 144,808 135,000

0 0 0 0 28,700

Edward Lenk John Hnanicek Steven Schoch Janine Bousquette Louis Zambello III

105,000 150,000 125,500 132,553 200,000

0 45,000 20,833 75,000 71,250

Christos Cotsakos Kathy Levinson Debra Chrapaty Jerry Gramaglia Judy Balint

522,789 357,404 260,288 267,635 260,288

1,140,999 562,934 260,098 229,121 266,774

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Position

Executive

Salary

Bonus

Expedia, Inc. CEO CFO Vice President, Product Development Vice President, Sales Vice President, Operations Fashionmall.com CEO FatBrain.com16 CEO COO CFO Exec. Vice President, Product Development Exec. Vice President, Operations Fogdog Inc. CEO President CFO Vice President, Engineering Vice President, International FTD.com CEO CIO Furniture.com Inc. CEO Sr. Vice President, Product Development Vice President, Marketing Vice President, Sales Vice President, Merchandising Garden.com, Inc. CEO COO CTO Chief Marketing Officer Vice President of Publishing HomeGrocer.com, Inc. CEO President CIO Sr. Vice President, Marketing & Sales Vice President, Storefront

Richard Barton Gregory Stanger Byron Bishop Simon Breakwell Seth Eisner

$ 119,072 101,427 128,231 105,157 108,584

$ 50,000 35,591 49,000 6,500 23,700

Benjamin Narasin

180,000

40,000

Chris MacAskill Dennis Capovilla Donald Alverez Kim Orumchian Sean Cumbie

110,003 173,079 140,789 133,079 146,388

31,260 52,936 28,785 40,784 43,179

Timothy Harrington Timothy Joyce17 Marcy von Lossberg18 Robert Chea Brett Allsop

170,000 116,667 115,000 110,000 135,000

50,000 15,271 17,986 17,204 17,952

Michael Soenen Frederick Johnson

153,846 235,039

0 0

Andrew Brooks Carl Prindle Kirsten von Hassel19 Peter Halunen Rose Mauriello20

212,885 159,449 132,693 75,000 108,174

0 0 2,500 60,000 35,000

Clifford Sharples James O’Neill Andrew Martin Lisa Sharples Douglas Jimerson

113,670 113,670 143,000 113,670 102,870

n/a n/a n/a n/a n/a

Mary Alice Taylor21 J. Terrance Drayton Robert Duffy Jonathan Landers Ken Deering

63,846 172,446 124,788 182,150 131,388

0 0 38,438 56,209 41,137

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Position

Executive

Salary

Bonus

iOwn CEO COO CFO Vice President, Engineering Vice President, Customer Service & Operations InsWeb Corp. CEO President, Insurance Services COO CFO iPrint.com, inc. CEO CFO Chief Marketing Officer Vice President, Strategic Relationships Vice President, Technology Vice President, Operations KBkids.com LLC CEO CFO Vice President, Product Development Vice President, Business Development Vice President, Merchandising NetB@nk Inc. CEO COO CFO CTO NextCard, Inc. CEO CFO COO Chief Marketing Officer Outpost.com33 CEO CFO and Exec. Vice President Business Development Chief Sales Officer Chief Purchasing Officer Chief Fulfillment Officer

Edward Hoyt Paul Holmes22 Lee Kirkpatrick23 Kevin Flood Marcia Donner

$ 140,000 240,000 142,708 135,625 112,019

$

0 0 0 0 78,750

Hussein Enan Kevin Keegan24 Mark Guthrie Stephen Robertson25

196,750 182,916 174,583 170,416

31,125 27,548 26,292 25,709

Royal Farros James McCormick26 Edward Sanden27 Nickoletta Swank David Hodson Gregory Korjeff

100,001 34,091 100,000 108,333 130,000 108,333

0 11,364 33,333 0 0 0

Srikant Srinivasan28, 29 Michael Wagner28 Scott Wilder28 Marty Smuin28, 30 David Novitsky28, 31

77,885 70,096 67,500 25,962 32,308

0 0 0 0 0

D.R. Grimes Donald Shapleigh, Jr.32 Robert Bowers Thomas Cable

200,000 40,000 150,000 120,000

50,000 0 0 0

Jeremy Lent John Hashman Timothy Coltrell Daniel Springer

262,500 146,667 155,000 155,000

325,000 100,000 100,000 100,000

Robert Bowman34 Katherine Vick Philip Rello Raymond Maccio Bruce Schellinkhout

73,076 164,250 129,782 119,254 132,426

0 56,000 22,000 22,000 17,000

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Position

Executive

Salary

Bonus

1-800-FLOWERS, Inc.35 CEO Sr. Vice President Sr. Vice President, Finance & Administration Peapod, Inc. CEO CTO CIO CFO Sr. Vice President, Marketing Pets.com, Inc. CEO President CFO Vice President, Engineering Vice President, Marketing Vice President, Operations Vice President, Distribution & Logistics PETsMART.com, Inc. CEO CTO PlanetRx.com Inc. CEO CFO CTO Vice President, Merchandising Vice President, Distribution Services Priceline.com Inc. CEO CFO CIO Exec. Vice Presdent, Travel Vice President, Finance Rowe.com Inc. CEO CTO CFO Vice President, Design & Development Vice President, Content Vice President, Fulfillment SportsLine.com, Inc. CEO President, Sales & Marketing

James McCann Christopher McCann John Smolak36

$1,229,930 216,667 125,000

$

0 36,000 39,000

Andrew Parkinson Thomas Parkinson John Furton Dan Rabinowitz Michael Brennan

154,307 146,903 138,981 134,096 129,096

9,039 9,039 6,402 4,860 4,665

Julia Wainwright Christopher Deyo37 Paul Manca38 Paul Melmon John Hommeyer Diane Hourany Ralph Lewis39

147,568 134,009 175,000 111,009 103,395 99,802 200,000

0 0 0 0 20,000 10,000 0

Thomas McGovern Eric Kidd40

77,000 34,470

0 15,000

William Razzouk41 Steve Valenzuela42 James Chong Allan Goldman John McAlpin

160,000 129,583 175,000 150,000 130,000

160,000 0 100,000 0 0

Richard Braddock Paul Francis43 Ronald Rose Timothy Brier Thomas D’Angelo

300,000 225,000 172,273 250,000 158,125

0 0 37,850 0 10,000

Richard Rowe Walter Crosby Louis Hernandez, Jr.44 Ronald Grigg Steven Woit45 Stephen Vozella

253,000 145,000 149,000 93,000 92,000 125,000

0 61,000 0 34,000 0 39,000

Michael Levy Mark Mariani

330,000 230,000

0 0

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Position

Executive

Salary

Bonus

SportsLine.com, Inc. (con’t.) President, Corp. & Business Development CFO Sr. Vice President, Operations Travelocity.com Inc. CEO Exec. Vice President of Sales & Services Value America Inc. CEO CEO COO CFO Chief Marketing Officer Exec. Vice President, Merchandising & Sales Webvan Group, Inc. CEO CFO Sr. Vice President, Operations Vice President, Marketing Vice President, Distribution

Andrew Sturner Kenneth Sanders Daniel Leichtenschlag

$220,000 270,000 157,500

$

0 0 0

Terrell Jones James Marsicano

308,750 152,063

160,000 45,619

Glenda Dorchak46 Thomas Morgan47 John Steele Dean Johnson48 Thomas Starnes Paul Ewert

266,020 401,191 159,005 227,914 215,521 256,539

442,500 133,223 70,231 58,013 23,344 50,000

George Shaheen49, 50 Robert Swan Mark Zaleski Christian Mannella Gary Dahl

134,000 69,000 349,000 218,000 185,000

(see note 50) 450,000 0 0 0
Source: SEC filings

Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. Hired June 1999; bonus amount was signing bonus Hired July 1999; bonus amount was signing bonus Hired February 1999 Retired November 1999 Hired March 1999 Fiscal year ending March 31, 2000 Left company in April 2000 Hired February 1999 Left company in January 2000 Appointed CEO in March 1999 Appointed CFO in November 1999 Left company in July 1999 Left company in October 1999 Annual salary is $450,000 Promoted from Sr. Vice President of Marketing & Business Development October 1999 Fiscal year ending January 31, 2000 Hired August 1999 at annual salary of $280,000 Left company in April 2000 Hired February 1999 at annual salary of $150,000 Hired March 1999 at annual salary of $125,000 Appointed CEO in September 1999 Left company in April 2000 Hired October 1999 at annual salary of $240,000 Left company in January 2000 Left company in March 2000 Hired October 1999 27. Hired May 1999 28. Salaries paid between inception in June 1999 through December 1999 29. Resigned May 2000 30. Hired November 1999; resigned March 2000 31. Hired September 1999 32. Left company in April 1999 33. Fiscal year ending February 29, 2000 34. Hired September 1999 35. Fiscal year ending June 27, 2000 36. Hired January 1999 37. Appointed to position April 1999 38. Hired August 1999 at annual salary of $175,000 39. Hired November 1999 at annual salary of $200,000 40. Hired October 1999; bonus paid as signing bonus 41. Served as CEO until April 2000 42. Appointed CFO March 1999 43. Left company March 2000 44. Left company November 1999 45. Left company September 1999 46. Appointed CEO December 1999 47. Appointed CEO March 1999; left company in December 1999 48. Left company November 1999 49. Hired September 1999 50. Received signing bonus equal to purchase price of 1.25 million Webvan shares or $13,487,500

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8.02 Compensation of Internet Management and Operations Personnel (2000) Top 25% Earn More Than

Position

Average

Executive Management (CEO, CTO, V.P. & Director) Programmer/Developer (back-end systems) Programmer/Developer (software) Programmer/Developer (Internet/intranet) Online Services Management Sales/Business Development Content Development System Administration Design/Layout Media Production Customer Service/Community Technical Recruiter

$85,506 $66,081 $64,024 $63,627 $59,781 $57,873 $52,260 $51,887 $45,856 $42,455 $36,422 $43,786

$112,501 $74,501 $77,501 $74,751 $73,126 $72,501 $62,501 $63,501 $55,751 $47,501 $50,601 $57,501

Source: Association of Internet Professionals

Individuals in technical positions generally receive the highest compensation at Internet companies after those in executive positions, according to a survey by the Association of Internet Professionals (AIP). Programmers and developers involved with back-end systems are the most highly compensated, earning an average $66,081 in total compensation and the top 25% earning more than $74,501; software developers earned an average $64,024 and the top 25% earned more than $77,501. Medical and dental insurance are the most popular fringe benefits, offered by approximately 90% and 80% of employers respectively. Executive management are the most likely to receive profit sharing or bonuses (64%) and stock options (45%) but the least likely to receive 401(k) benefits, according to the AIP. Despite the tight market for technical talent, individuals involved with software and systems development are the least likely to receive stock options (31%).
8.03 Fringe Benefits of Internet Management and Operations Personnel (2000) Percent of employers providing partial or fully paid
Content development & online services management Software/Systems development & administration 92.5% Senior Management (CEO, CTO, etc.), V.P. & director 90.0% 77.6% 84.3% 77.0% 89.2%

100% 80% 60% 40% 20% 0%

72.3%

76.0%

64.0%

65.2%

52.6%

59.5%

60.0%

68.4%

72.0%

32.6% Medical Insurance Dental Insurance Profit Sharing or Bonuses 401 (k) Continuing Education

Stock Options

Source: Association of Internet Professionals

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30.8%

45.0%

The eCommerce Almanac

9.0 Online Advertising Overview
9.01 Total Online Advertising Expenditures (1/96 - 12/99) Millions of dollars and percent change quarter-to-quarter
Online Ad Expenditures
2,500

Qtr. Over Qtr. Growth
80%

Online Ad Expenditures (millions)

2,000

1,777

1,217

1,500

40%

1,000 491 656 692

0 Q1-1996 Q2-1996 Q3-1996 Q4-1996 Q1-1997 Q2-1997 Q3-1997 Q4-1997 Q1-1998 Q2-1998 Q3-1998 Q4-1998 Q1-1999 Q2-1999 Q3-1999 Q4-1999

30

52

76

110

130

214

227

500

336

351

423

20%

0%

Source: IAB

Online ad spending during 1999 totaled $4.7 billion in the U.S., according to the Internet Advertising Bureau (IAB), an increase of 144% over 1998. Jupiter Communications’ online ad spending estimates for 1999 were $3.5 billion for the U.S. and $4.3 billion worldwide. Total U.S. spending for 2000 is predicted to reach $5.3 billion, according to both Forrester Research and the IAB. Jupiter’s forecasts are slightly higher at $5.4 billion for the U.S. and $7.0 billion worldwide. Spending on online advertising is expected to account for approximately 2.3% of aggregate U.S. advertising expenditures during 2000, according to all three firms.
9.02 U.S. Online Advertising Expenditure Growth (1998-2003) Billions of dollars
15 $12.2 12 $9.8 9 $7.4 6 $3.5 3 $2.1 $5.4

0 1998 1999 2000 2001 2002 2003

Source: Jupiter Communications

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Qtr. Over Qtr. Grow th (%)

60%

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9.03 Reach of Leading Ad Networks (May 2000) Millions of unique users during May and percent reach
Internet Users (millions)
15 13.0%

Reach (% of all Internet users)
15%

Internet Users (millions)

10

6.0% 5

5.5% 4.6% 5% 1.1%

4.8

4.4

3.7

0.9%

0.8%

0 Engage/Flycast DoubleClick AdForce Advertising.com

0.87
LinkExchange

0.73
avenue a

0.64
ValueClick

0%

Source: PC Data

The number of web properties accepting advertising essentially kept pace with total online advertising expenditures during 1999, according to AdKnowledge. The company estimates that such sites expanded from 1,430 to 3,347 -- a 135% increase -between December 1998 and December 1999. The cost of online advertising generally declined during 1999 as the number of web properties competing for advertiser dollars more than doubled. The average cost-perthousand (CPM) declined steadily from $34.96 during the first quarter of 1999 to
9.04 Web Properties Accepting Advertising (12/97-3/00) Total number at end of period

4,500

4,070 3,347

3,500
2,560

2,500
1,815 1,430

2,111

1,500 1,033

1,139

1,175

1,264

500
Dec-97 Mar-98 Jun-98 Sep-98 Dec-98 Mar-99 Jun-99 Sep-99 Dec-99 Mar-00

Source: AdKnow ledge

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Reach (%)

10.4

10%

The eCommerce Almanac

9.05 Cost of Online Advertising (12/97-3/00) Average cost per thousand pageviews in dollars
$40

$38
$37.20

$37.78

$36.29

$36

$36.63 $34.96 $35.13 $33.96 $33.59 $33.75

$34

$34.23

$32
Dec-97 Mar-98 Jun-98 Sep-98 Dec-98 Mar-99 Jun-99 Sep-99 Dec-99 Mar-00

Source: AdKnow ledge

$33.75 in the fourth quarter, according to AdKnowledge. A majority of the online advertising sold continues to consist of banner and tile ads, according to the IAB. Email advertising is the fastest-growing category, more than doubling its share of total online ad spending during 1999; despite the rapid growth, e-mail still accounts for only 2% of total spending.
9.06 Online Advertising Categories (1999) Percent of all online advertising expenditures
Sponsorships 27%

Interstitals 4% Others 11% e-mail 2%
Source: IAB

Banner & Tile Ads 56%

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9.07 How Online Ads Are Priced (1999) Percent of all online advertising expenditures
CPM Ads 40%

"Hybrid" Ads 53%

Performancebased Ads 7%

Source: IAB

The pricing model for online advertising during 1999 was essentially unchanged from 1998, according to the IAB, with a majority (53%) of expenditures based on some combination of cost per thousand and performance-based charges such as per-click or per-lead. Only 7% of advertising was sold with entirely performance-based pricing during 1999 and the remaining 40% was priced entirely on a conventional cost per thousand basis. As the Internet becomes more mainstream and the typical user is less technically oriented, the nature composition of online advertising is changing. Computer-related advertising continued its decline in market share, from 20% of total expenditures in the fourth quarter of 1998 to 16% one year later, while consumer advertising increased from 29% to 31% during the same period. Spending by new media advertisers showed the biggest change among the various sectors during 1999, increasing from 7% to 15% of total expenditures.
9.08 Online Ad Spending By Market Sector (1999) Percent of all online advertising expenditures
Q4-1998 40%
31% 25%

Q4-1999

30%

29%

20%

20% 16%

19% 17% 12%

17%

10%

7% n/a

7%

0%
Computing Consumer Related Financial Services New Media Business Services All Others

Source: IAB

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The eCommerce Almanac

9.09 Ad Banner Click-Through Rate (1999-2000) Percent of banners clicked per user per week
2.0

1.5

1.0

0.5

0.0
6/28 - 7/4 9/6 - 9/12 2/28 - 3/7 4/5 - 4/11 1/24 - 1/30 5/10 - 5/16 6/14 - 6/20 7/19 - 7/25 8/23 - 8/29 9/27 - 10/2 1/10 - 1/16 2/14 - 2/20 3/20 - 3/26 10/11 - 10/17 11/15 - 11/21 12/20 - 12/26 12/6 - 12/12 4/24 - 4/30 11/1 - 11/7 5/29 - 6/4 8/2 - 8/8

Source: Nielsen/NetRatings

Click-through rates for online banner ads continued to decline during 1999, from an average 0.71% in January to 0.31% in December, according to Nielsen/NetRatings, and fluctuating between a high of 0.79% and a low of 0.27%. The average click-through rate during the first five months of 2000 was fairly steady at an average 0.29% versus an average 0.49% for calendar 1999. Total U.S. advertising expenditures across all media during 1999 were approximately $189 billion, according to McCann Erikson. The largest advertising categories were newspapers ($46.6 billion), direct mail ($41.6 billion), and broadcast television ($41.0 billion). Online advertising during the same period ranked between outdoor advertising ($1.1 billion) and business newspapers ($4.4 billion), accounting for approximately 1.8% of total advertising expenditures during 1999. Forrester Research and Jupiter Communications both expect online advertising to increase its share to approximately 2.3% of total advertising expenditures during 2000.
9.10 Total Offline Advertising Expenditures by Category (1999) Billions of dollars
Newspapers Direct Mail Broadcast TV Radio Yellow Pages Magazines Cable TV Business Papers Outdoor $4.4 $1.7 $16.9 $12.7 $11.1 $9.8 $41.6 $41.0 $46.6

$0

$10

$20

$30

$40

$50

$60

Source: McCann Erikson PriceWaterhouseCoopers

copyright  2000 by The Intermarket Group

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Notes

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Notes

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