SEC Filing | Cimpress plc

Date: April 26, 2013

VISTAPRINT N.V.

/s/ Michael C. Greiner

Michael C. Greiner

Chief Accounting Officer

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FORM 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2013

Vistaprint N.V.

(Exact Name of Registrant as Specified in Charter)


The Netherlands	000-51539	98-0417483
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Hudsonweg 8 Venlo The Netherlands		5928 LW
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 31 77 850 7700

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition

Vistaprint N.V. is filing this amendment to Current Report on Form 8-K/A for the purpose of including its presentation discussing its financial results for the third fiscal quarter ended March 31, 2013. The presentation is furnished as Exhibit 99.2 to this report.

On April 25, 2013, Vistaprint filed with the Securities and Exchange Commission the Current Report on Form 8-K to which this amendment relates.

The information in this Item 2.02 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

See the Exhibit Index attached to this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index


Exhibit No.		Description

99.1		Press release dated April 25, 2013 entitled “Vistaprint Reports Third Quarter Fiscal Year 2013 Financial Results” was previously furnished as an exhibit to Vistaprint’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2013

99.2		Q3 Fiscal Year 2013 Earnings Presentation, Commentary & Financial Results Supplement dated April 25, 2013

EX-99.2

Q3 Fiscal Year 2013

Earnings Presentation, Commentary

& Financial Results Supplement

April 25, 2013

This document is Vistaprint’s third quarter fiscal year 2013 earnings commentary. This document contains slides and accompanying comments in the “notes”

section below each slide.

Safe Harbor Statement

This presentation and the accompanying notes contain statements about our future expectations, plans and prospects of

our business that constitute forward-looking statements for purposes of the safe harbor provisions under the Private

Securities Litigation Reform Act of 1995, including but not limited to our financial guidance, outlook, expectations, and

investment areas for the fourth quarter and fiscal year 2013; our planned investments in our business and the anticipated

effects of those investments; our operational growth strategy and the anticipated development of our business and

financial results in response to our strategy; and the anticipated growth and development of our business and markets,

especially in Europe and Asia-Pacific. Forward-looking projections and expectations are inherently uncertain, are based

on assumptions and judgments by management, and may turn out to be wrong. Our actual results may differ materially

from those indicated by these forward-looking statements as a result of various important factors, including but not limited

to flaws in the assumptions and judgments upon which our projections and guidance are based; our failure to execute our

strategy; our failure to make the investments in our business that we plan to make or the failure of those investments to

have the effects that we expect; our failure to identify and address the causes of our revenue weakness in Europe; our

failure to acquire new customers and enter new markets, retain our current customers, and sell more products to current

and new customers; the willingness of purchasers of marketing services and products to shop online; currency

fluctuations that affect our revenues and costs; costs and disruptions caused by acquisitions; the failure of our acquired

businesses to perform as expected; difficulties or higher than anticipated costs in integrating the systems and operations

of our acquired businesses into our systems and operations; unanticipated changes in our market, customers or business;

our failure to promote and strengthen our brand; the failure of our current and new marketing channels to attract

customers; our failure to manage the growth, changes, and complexity of our business and expand our operations;

competitive pressures; our failure to maintain compliance with the financial covenants in our revolving credit facility or to

pay our debts when due; costs and judgments resulting from litigation; changes in the laws and regulations or in the

interpretations of laws or regulations to which we are subject, including tax laws, or the institution of new laws or

regulations that affect our business; and general economic conditions. You can also find other factors described in our

Form

10-Q for the fiscal quarter ended December 31, 2012 and the other documents we periodically file with the U.S.

Securities and Exchange Commission.

Please read the above safe harbor statement. Additionally, a detailed reconciliation of GAAP and non-GAAP measures is posted in the appendix of the Q3 fiscal

2013 earnings presentation that accompanies these remarks.

Presentation Organization & Call Details

Presentation Organization:

•

Quarterly review and

operational update

•

Q3 FY13 operating and

financial results

•

Looking ahead

o

Remainder of FY13

o

Guidance

o

Early thoughts on FY14

•

Supplementary information

•

Reconciliation of GAAP to

Non-GAAP results

Live Q&A Session:

•

5:15 p.m. Eastern

•

Link from the IR section of

www.vistaprint.com

•

Hosted by:

Robert Keane

President & CEO

Ernst Teunissen

EVP & CFO

This presentation is organized into the categories shown on the left hand of this slide.

Robert Keane, CEO, and Ernst Teunissen, CFO, will host a live question and answer conference call at 5:15 p.m. US Eastern time which you can access through a link

on the investor relations section of www.vistaprint.com.

Quarterly Financial Results

Consolidated

$0.32

$0.19

$0.82

$0.01

$0.10

$(0.05)

$0.66

$0.17

$0.43

$0.31

$0.97

$0.29

$0.40

$0.25

$1.02

$0.48

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

GAAP EPS*

Non-GAAP EPS*

$209

$212

$300

$258

$250

$251

$348

$288

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Webs revenue (millions)

Albumprinter revenue (millions)

Organic revenue (millions)

Revenue and EPS results for the consolidated business, including Albumprinter and Webs results since October 31, 2011 and December 28,

2011 (dates of purchase, respectively).

Non-GAAP adjusted net income per diluted share for all periods presented excludes the impact of share-based compensation expense and its

related tax effect, amortization of acquired intangible assets and a tax charge related to the alignment of Webs IP with our global structure.

Please see reconciliation to GAAP net income (loss) at the end of this presentation.

* Per diluted share

Our consolidated revenue in the third quarter of fiscal 2013 was in the upper part of the guidance range we set three months ago. Revenue grew 12% on a

consolidated constant currency basis, to $288 million, including revenue from our Albumprinter and Webs acquisitions. On an organic constant currency basis,

revenue grew 11% globally.

GAAP earnings per share for the quarter was also ahead of our expectations at $0.17, driven by lower advertising expense as a percent of revenue, lower than

expected operating expenses, and strong gross margin performance.

Our outlook remains relatively unchanged versus the commentary we provided in January. As described previously, we’re working to improve our execution in

Europe. In Asia-Pacific, the majority of our revenue is in Australia and New Zealand, where we have high relative market share and have aggressively moved

toward more customer-centric marketing approaches, including changes to pricing and the presentation of our offers. This has led to slowing near-term

growth prospects in the region. In North America, we continue to execute well against our long-term strategic initiatives, but we have not yet seen a

meaningful increase in customer retention, which we would expect to see over the longer-term. On the profit side, we continue to execute well and we expect

to deliver EPS at or above our previous expectations for the year.

Operational Update

•

Organic constant-currency results still mixed

o

North America up 15%

o

Europe up 5%

o

Asia Pacific up 10%

•

Continued effort to improve execution in Europe and

drive toward a more customer-centric culture globally

•

Acquired companies (Albumprinter and Webs)

o

Post-acquisition integration on track

o

Both grew >25% year over year in constant currencies

At a high level, our operational results were as follows:

•

Organic revenue growth by region continues to vary. Our new customer growth continues to be relatively in line with our expectations given our

advertising spend, and our repeat orders continue to lag our expectations. The many changes we are making to customer experience, pricing, and our

marketing and merchandising approach continue to create headwinds for revenue. But we remain confident that our approach will benefit customers,

the company and our shareholders over the longer term.

•

We continue to make strides in aligning our marketing organization globally and laying the foundations to improve our European marketing execution.

This quarter, we continued to evolve our organizational structure in marketing, and our European team delivered on the targets we set three months ago.

We are doing this in tandem with an ongoing cultural shift at the company to become more customer centric. As described last quarter, we expect our

efforts to take time to drive a noticeable difference in our revenue growth rates.

•

Moving to the acquisitions we made last year, both Albumprinter and Webs are performing well, each having grown over 25% year-over-year in Q3.

We are on track with our major integration activities as well.

Operational Performance:

Reinvigorate Growth in the Core Business

Strategy Element

Description

Long-Term Goals

Q3 FY13 Results/Examples

Major improvements to customer

experience, satisfaction and loyalty

Change success metrics from

short-term transaction-focused

value to longer-term life time value

and achieve higher life time value

per customer

•

Continued improvements in net

promoter score, a leading

retention indicator

•

Continued testing changes to

pricing transparency, simplicity

and consistency

•

New content designs

•

New tools to reduce printing

errors

•

Customer service improvements

Invest more deeply into selected

traditional Vistaprint marketing

channels and expand in relatively

new channels such as broadcast

with higher than average COCA,

but attractive longer term ROI

Accelerate new customer

acquisition

Reach offline audiences not

currently looking to online suppliers

•

Refining modeling and

measurement to help optimize

spend

•

Leverage customer research to

define branding attributes

Accelerate investment in production

process improvements, employee

training, supply chain management

and manufacturing-related

engineering

Step function changes in quality

and reliability

Significantly lower unit

manufacturing costs

•

Continued improvements to

manufacturing operating metrics

(quality, speed, delivery, cost,

reliability)

•

Quality conformance and

problem resolution initiative

Customer Value

Proposition

Improvements

Life Time Value

Based Marketing

World Class

Manufacturing

During the quarter, we made progress in each of our strategic initiatives to reinvigorate growth in our organic business.

In terms of improving our customer value proposition, this quarter we continued our efforts to improve the clarity of pricing, offers and messaging; we

continued with extensive market research; we introduced new premium graphic design templates for key marketing products; we utilized new behind-

the-scenes software tools that help minimize printing errors and enhance the customer experience; and we further empowered our customer service

organization to assist our customers.

In our LTV-based advertising initiatives, we are focused on refining our modeling and measurement techniques to help us optimize our advertising spend

and gain efficiencies, and we are leveraging our customer research to inform future branding and advertising initiatives in various markets.

Our manufacturing investments continue to drive improvements in process productivity, delivery reliability and product quality, and we also launched a

new initiative to improve product quality conformance and drive faster problem resolution when issues arise.

Operational Performance:

Build Foundations for Future Growth

Strategy Element

Description

Long-Term Goals

Q3 FY13 Results/Examples

Digital small business marketing

offerings (websites, email

marketing, social media)

Lay foundations for continued rapid

growth five and more years in the

future

Seek M&A opportunities of firms that

possess technology, market

presence and/or expertise in target

areas

•

Continued digital subscriber adds in

Q3 with continued increase in ARPU

•

Strong Webs revenue growth

•

New product feature: Pagemodo

Posts

•

Continued with Webs integration; on

track for deliverables

Enable customers to share and

preserve memories through

personalized products for home

and family use

•

Strong Albumprinter revenue growth

•

New design content for invitations

and announcements products

•

New wedding site experience and

wedding design content

Expand to markets beyond

Europe and North America

Current focus on building

foundation for future growth in

Asia

•

Continued organizational building of

teams in Singapore and India

•

Minority investment in China

•

Strong growth off of small Japanese

business

•

Significant commitment of financial

resources for the foreseeable future

Digital Marketing

Home & Family

Geographic Expansion

In addition to our initiatives in our organic business, our efforts to build foundations for future growth in adjacent markets continued.

Digital: Our Vistaprint-branded digital subscriber base was 356,000 customers as of March 31, with continued improvement in monthly revenue per

customer. In addition, we made significant progress on product development and integration activities. In the third quarter, we launched a new feature

for Pagemodo called Pagemodo Posts, which helps customers generate content to engage their customers over social media. We are tracking to an on-

schedule launch of a new version of Vistaprint web sites with the same site builder designed and utilized by Webs at its heart – we expect this over the

summer. And we continue to drive toward an integrated experience for a customer to purchase physical products with content that matches their

digital web site.

Home and Family: Albumprinter performed very well during the quarter as we continue to expand our sales of photo books in Europe. In our organic

business, we launched new designs for our invitations and announcements product lines, and delivered an enhanced wedding site where brides-to-be

can purchase all the paper products they need for a successful wedding, including save the dates, invitations, thank you cards, menus, place cards and

more. We’ve been adding new premium design content so that brides don’t have to sacrifice style to meet their budget.

Geographic Expansion: Finally, we continued to build out our teams in Singapore, India and, via our indirect minority investment, China. In Japan, we

continue to see strong growth off of a small revenue base. These geographic markets are not expected to have any significant impact on our revenue in

the near term, but we remain confident that that they offer attractive longer term growth opportunities for Vistaprint. Our investments here are, in

aggregate, a significant financial commitment that will continue for the foreseeable future.

Q3 FY 2013

Financial and Operating

Results

Q3 FY 2013: Key Financial Metrics*

Financial metrics for the consolidated business, including Albumprinter results since October 31, 2011 and Webs results since December 28,

2011 (dates of purchase).

Non-GAAP adjusted net income and non-GAAP adjusted EPS exclude share-based compensation expense and its related tax effect,

amortization of acquired intangible assets, and charges related to the alignment of Webs IP with our global operations. Please see

reconciliation to GAAP net income (loss) and EPS at the end of this presentation.

Quarter Ended 03/31/2013

YTD Period Ending 03/31/2013

Revenue

•

$287.7 million

12% y/y growth

12% y/y constant currency growth

11% y/y organic constant currency

(ex-acquisitions)

•

$887.4 million

15% y/y growth

17% y/y constant currency growth

13% y/y organic constant currency

(ex-acquisitions)

GAAP Net

Income

•

$5.9 million

2.0% net margin vs. 0.1% last year

significant increase y/y

•

$0.17 Diluted EPS

significant increase y/y

•

$27.1 million

3.1% net margin vs. 5.2% last year

decrease of 32% y/y

•

$0.78 Diluted EPS

decrease of 23% y/y

Non-GAAP

Adjusted Net

Income**

•

$16.9 million

5.9% net margin vs. 4.4% last year

increase of 51% y/y

•

$0.48 Non-GAAP Diluted EPS

increase of 66% y/y

•

$61.8 million

7.0% net margin vs. 8.1% last year

decrease of 1% y/y

•

$1.75 Non-GAAP Diluted EPS

increase of 13% y/y

Consolidated

Turning to financials, and as noted above, Vistaprint generated revenue of $288 million in the third quarter, reflecting a 12% year-over-year increase. In organic

constant-currency terms, excluding Albumprinter and Webs, this reflected 11% year-over-year growth for the business, at the high end of the constant-currency

expectations we set three months ago.

GAAP net income for the third quarter was $5.9 million, or 2.0% of revenue, reflecting an increase versus an essentially break-even quarter in the year-ago period.

GAAP EPS in the third quarter was $0.17, compared to $0.01 in the year-ago-period. We have passed the one-year anniversary of the acquisitions of Webs and

Albumprinter, so our year-over-year net income comparison is more favorable than in the first half of 2013. Additionally, as mentioned previously, we have begun

to slow our expense growth, which had a meaningful impact on our profits in the third quarter.

Non-GAAP adjusted net income in the third quarter was $16.9 million, or 5.9% of revenue, reflecting an increase of 51% year over year. Non-GAAP adjusted EPS

was $0.48 in the third quarter of fiscal 2013, which is up 66% year over year.

Both GAAP and non-GAAP EPS reflect the benefit of a lower share count year-over year due to past share repurchases.

Cash Flow & ROIC Highlights*

Quarterly cash flows and investments (in millions)

Q3FY13

Q3FY12

YTD FY13

YTD FY12

Cash flow from operations

$8.1

$9.6

$103.3

$121.3

Free cash flow**

$(5.5)

$(0.3)

$30.8

$83.9

Capital expenditures

$11.2

$8.5

$66.5

$32.9

as % of revenue

3.9%

3.3%

7.5%

4.3%

Trailing Twelve Month Return on Invested Capital*** (GAAP)

17%

Trailing Twelve Month Return on Invested Capital*** (Non-GAAP)

18%

25%

Share repurchase program

Q3FY13

April 1-17, 2013

YTD FY13

Shares purchased

410,400

493,700

1,731,446

Average cost per share

$39.50

$37.90

$35.08

Total purchase spend, inclusive of transaction costs, in millions

$16.2

$18.7

$59.7

Consolidated

Balance sheet (in millions, as of March 31, 2013)

Cash and cash equivalents

$51.3

Financial results for the consolidated business, including Albumprinter and Webs results

FCF = Cash Flow from Operations – Capital Expenditures – Purchases of Intangible assets not related to acquisitions –

Capitalized Software Expenses

***

ROIC = NOPAT / (Debt + Equity – Excess Cash)

Net operating profit after taxes (NOPAT)

Excess cash is cash and investments of 5% of last twelve month revenues

Operating leases have not been converted to debt

Non-GAAP TTM ROIC excludes share-based compensation expense and its related tax effect, amortization of acquired

intangibles, and charges related to the alignment of Webs IP with our global structure on NOPAT

Excess cash definition updated in period ending 03/31/2013 and for prior periods.

Cash and cash equivalents were approximately $51.3 million as of March 31, 2013. During the quarter, Vistaprint generated $8.1 million in cash from

operations, compared with $9.6 million in the third quarter of fiscal 2012. Free cash flow was ($5.5) million in the third quarter, down from ($0.3) million in the

third quarter of fiscal 2012.

On a trailing twelve-month basis, return on invested capital (or ROIC) as of March 31, 2013 declined due to the planned reduced profitability in our business

during the fiscal year. Including share based compensation expense, it was approximately 8%, and excluding share based compensation expense, it was

approximately 18%. We expect ROIC to improve significantly over time, as we expect our FY12 and FY13 investments to bear fruit later in FY14 and beyond.

The company repurchased 410,400 shares during the quarter at an average cost per share of $39.50. Subsequent to the end of the quarter (through April 17,

2013), we have repurchased an additional 493,700 shares at an average cost per share of $37.90. Year to date (through April 17, 2013), we have repurchased a

total of 1,731,446 shares at an average cost of $35.08. We have approximately 6.3 million shares left under the repurchase authorization approved by our

shareholders in November 2012 and under the Supervisory Board approval of February 2013. We sought this approval for flexibility, and any decision to make

additional repurchases will be weighed carefully by our Supervisory Board and Management Board, and will depend upon many factors.

Geographic Segment Revenue -

Quarterly

(millions)

North America:

57% of total revenue

15% y/y growth

15% y/y constant currency

growth including Webs

15% y/y organic constant

currency growth

Europe:

37% of total revenue

8% y/y growth

8% y/y constant currency

growth including Albumprinter

5% y/y organic constant

currency growth

Asia Pacific:

6% of total revenue

6% y/y growth

10% y/y constant currency

growth

Revenue results for the consolidated business, including Albumprinter and Webs results since respective acquisition dates. All Albumprinter revenue

included in European segment. All Webs revenue included in NA segment.

Please see reconciliation to reported revenue growth rates at the end of this presentation.

Q3 FY2013

Consolidated

$119.2

$118.7

$139.8

$139.7

$140.9

$141.6

$164.7

$160.1

$2.3

$2.5

$2.6

$2.8

$2.9

$77.8

$80.0

$127.3

$88.4

$79.1

$74.3

$136.5

$93.2

$15.7

$11.8

$12.9

$15.4

$22.8

$15.1

$11.8

$13.7

$17.0

$15.4

$15.1

$17.5

$21.5

$16.4

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Asia-Pacific

Albumprinter (inc. in Europe)

Europe

Webs (inc. in North America)

North America

Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior

year period’s average exchange rate for each currency to the U.S. dollar and excludes the impact of gains and losses on effective currency hedges

recognized in revenue.

For the third quarter, revenue performance by geography, inclusive of Albumprinter and Webs revenues, was as follows:

North American revenue was $163.0 million, reflecting 15% growth year over year in both reported and constant currency terms. This revenue is

inclusive of the $2.9 million of revenue from the Webs acquisition. Excluding Webs, our North American business also grew 15% year over year in

constant currency. The North American team continues to execute well against the key customer value initiatives we launched 18 months ago. With

that said, we have yet to see the improvements we’ve made here in customer satisfaction translate into a meaningful increase in repeat revenue. We

have however seen annual gross profit per customer improve in North America since the launch of our strategy.

European revenue was $108.3 million, reflecting 8% growth year over year in both reported and constant currency terms. This revenue is inclusive of

the $15.1 million of revenue from the Albumprinter acquisition. Excluding Albumprinter, our European business grew 5% year over year in constant

currency. While this was in line with the expectations set three months ago, this growth was lower than what we believe is possible longer term in

Europe. Although it is possible that the macroeconomic environment in Europe is having an impact on us, we can’t quantify it and do not believe this is a

material cause of our below-plan performance. Instead we are focusing on improving our own value proposition and marketing execution in Europe.

Asia-Pacific revenue was $16.4 million, reflecting 6% growth year over year in reported terms and 10% growth year over year in constant currency. As

we mentioned last quarter, we expected growth rates in Asia-Pacific to remain relatively low for the foreseeable future as we are aggressively adopting

pricing and offering changes here as part of our commitment to improving our customer value proposition, and as we reach relative maturity in the

Australian and New Zealand markets, which currently constitute the vast majority of our revenue in this region and where we have high levels of market

penetration. Our revenue in Japan, India and other parts of Asia Pacific are faster growing, but are currently a small part of our overall revenue in the

region.

Currency exchange rates in the quarter were essentially neutral to revenue growth year over year as most major currencies moved only slightly in comparison

to Q3 FY2012 exchange rates.

Sequentially, the Euro and Australian Dollar strengthened against the U.S. dollar, while the British Pound and Canadian Dollar weakened. The net effect of all

currencies on revenue was neutral versus second quarter rates. Compared to the currency rates we assumed when we gave guidance in January, there was a

negative currency impact on Q3 revenue of $1.4 million.

Operational Metrics

(Excludes Albumprinter and Webs)

Organic

$34.56

$34.69

$36.17

$36.03

$37.75

$36.38

$34.61

$35.38

$36.73

$36.78

$36.25

$38.43

FY10

FY11

FY12

FY13

Average Order Value

4.8

5.0

6.5

5.8

5.6

5.9

8.3

7.0

6.4

6.5

9.0

7.2

FY10

FY11

FY12

FY13

Orders (M)

Vistaprint’s organic business metrics, excluding Albumprinter and Webs, were as follows:

Total orders processed in the quarter were approximately 7.2 million reflecting growth of 3% year over year.

Average order value was $38.43, up 9% from an average order value of $35.38 in Q3 of last fiscal year. Both new and repeat AOV grew year over year.

AOV was up year over year in North America and Europe, yet down slightly in Asia Pacific.

These metrics should be viewed together and not individually, as factors such as currency, product mix, marketing campaigns, partner performance,

seasonality, and the like, can impact them.

Operational Metrics

(Excludes Albumprinter and Webs)

Organic

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

New Customers

(million)

21%

22%

21%

23%

24%

27%

26%

24%

26%

27%

25%

10%

15%

20%

25%

30%

35%

Advertising as

% of Revenue

$22

$23

$24

$26

$27

$26

$25

$28

$27

0 $

5 $

10 $

15 $

20 $

25 $

30 $

35 $

Implied COCA

2.5

Additional customer metrics for the organic business for the period ending March 31, 2013, were as follows:

Quarterly new customer additions excluding Albumprinter and Webs were approximately 2.5 million, reflecting 4% year over year growth over the

approximately 2.4 million new customer adds in Q3 of last fiscal year. New customer orders grew modestly in North America and Asia Pacific, but

declined slightly year over year in Europe due to recent execution challenges as well as a deliberate trimming of planned advertising expense this

quarter.

Vistaprint uses the term “implied cost of customer acquisition” or “implied COCA” to describe total advertising expense in a period divided by the

number of unique first time customers in that period. The second chart illustrates our implied COCA, at approximately $27, was roughly flat from Q2 to

Q3 and was slightly higher than the prior fiscal year third quarter.

Advertising costs for the organic business were $66.4 million, or 24.6% of organic revenue in the quarter. This is lower than recent quarters as we

optimize spend as a result of applying learnings from past investments to our spending plans, as well as trimming the least efficient spend in Europe as

our returns there are currently lower than initially anticipated.

Historical Revenue Driver Metrics

(Quarterly)

15.7

11.4

11.9

*trailing twelve month at period end

12.9

Organic

13.8

14.4

14.9

15.4

FY11

FY12

FY13

TTM Unique Customers (M)

11.4

11.9

12.9

13.8

14.4

14.9

15.4

15.7

TTM New

Customers (M)

7.4

7.7

8.4

9.0

9.4

9.7

10.0

10.1

TTM Repeating Customers (M)

4.0

4.2

4.5

4.8

5.0

5.2

5.4

5.6

TTM New Customers

65%

64%

TTM Repeating Customers

35%

36%

TTM Unique Customers

19%

22%

24%

26%

25%

19%

14%

TTM New Customers

16%

17%

20%

25%

27%

26%

19%

12%

TTM Repeating Customers

25%

24%

25%

23%

25%

24%

20%

17%

Implied

Retention**

42%

43%

44%

42%

41%

As % of Unique Customers

Y/Y Growth

4.0

4.2

4.5

4.8

5.0

5.2

5.4

5.6

7.4

7.7

8.4

9.0

9.4

9.7

10.0

10.1

FY11

FY12

FY13

TTM* Unique Customers (M)

New Customers Aquired in Period

Customers Repeating from Prior Periods

**TTM repeating customers as % of year-ago unique customers

Our unique customer metrics for the organic business on a trailing twelve month basis were as follows:

On a TTM basis for the period ending March 31, 2013, unique customer count was 15.7 million, reflecting 14% year over year growth of unique

customers.

First-time unique customers in the TTM period ending March 31, 2013 grew 12% year over year while unique customers transacting from prior periods

grew 17% year over year.

As we have described in the past, many of the changes we have made since the beginning of FY12 are impacting our metrics in different ways. While one of

our long-term objectives is to increase retained customers as a percent of the prior year’s total unique customer count, we previously noted that this metric

could decline in FY13 due to the significant acceleration of new customers we added in FY12 (the denominator of this metric), as well as some slowing of

repeat order activity due in part to some of our customer value proposition changes (which influences the numerator of this metric). For example, excluding

the impact of retail partners, the percentage of repeating customers from prior periods would have been flat sequentially.

Historical Revenue Driver Metrics

Organic

FY11

FY12

FY13

Average

Spend per Unique

Customer

$72

$73

$71

$69

$68

$67

$68

Average Spend per New

Customer

$55

$53

$52

$51

$50

Average Spend per Repeat

Customer

$100

$102

$100

$99

$97

$98

Average

Spend per Unique

Customer

(1%)

(6%)

(8%)

(6%)

(1%)

Average Spend

per New

Customer

(2%)

(4%)

(7%)

(9%)

(6%)

(4%)

Average Spend

per Repeat

Customer

(1%)

(3%)

(2%)

Y/Y Growth

$55

$53

$52

$51

$50

$100

$102

$100

$99

$97

$98

$72

$73

$71

$69

$68

$67

$68

FY11

FY12

FY13

Average Spend Per Unique

Customer (USD)

New

Repeat

Total

FY11-FY16, long-term target of low- to mid- single digit growth in

bookings per unique customer.

Average Customer Spend:

Average spend per unique customer for the organic business on a trailing twelve month basis for the period ended March 31, 2013 was as follows:

•

Average spend per unique customer during the TTM period ending March 31, 2013 was $68, reflecting a 1% decline year over year. We believe this

decline was due to several factors, including:

•

Our marketing execution in Europe, where we are seeing TTM average spend per unique customer continue to decline and create a drag on

the average. This was due to lower growth of average spend for both unique new and repeat customers in the TTM period; and

•

The impact of our success with wholesale partnerships such as FedEx Office and Staples, for which we receive wholesale revenue per order

that is on average lower than our direct-to-customer business.

•

Average spend per new customer acquired in the TTM period was $50, reflecting a 4% decline year over year. This decrease was due to our new

customer AOV trends which were down slightly in the earlier few quarters of the TTM period due in part to the impact of factors such as less aggressive

cross-selling and growth of wholesale partnerships.

•

Average spend per customer transacting in prior periods during the TTM period was $98, reflecting a 2% decline year over year.

Looking Ahead

FY13 Outlook Commentary

•

Narrowing revenue guidance range with one quarter

remaining in fiscal year

o

Operational performance on track

o

Currency fluctuations since January guidance reduce FY

outlook by ~$4M

o

Result is that we are narrowing the revenue guidance range

around the former guidance midpoint

•

Raising EPS guidance range

o

Strong annual profit performance despite revenue challenges

With just one quarter remaining in FY 2013, we are adjusting our full fiscal year guidance as follows:

Revenue

We are narrowing our revenue guidance range around the guidance midpoint set in January after adjusting for currency movements.

•

Operationally, our expectations for revenue are in line with the guidance we gave in January.

•

Currency has moved unfavorably since we gave guidance in January. We are adjusting our expectations to reflect an expected $4M impact for the year.

EPS

With three quarters behind us in the fiscal year, we remain confident in our ability to deliver EPS in line with or above our prior annual guidance range. As a

result, we are raising our FY13 EPS guidance range. Given that our year to date GAAP EPS is $0.78, the new range implies that we would have a net loss in the

fourth quarter at all parts of the range except the high end.

Financial Guidance*

(as of April 25, 2013)

FY13

ending 06/30/2013

Q4 FY13

ending 6/30/2013

Revenue

$1,150 -

$1,165

$263 -

$278

Revenue growth from FY 2012 period

13% -

14%

5% -

11%

Organic constant currency revenue growth estimate

11% -

12%

5% -

11%

GAAP EPS

$0.60 -

$0.80

EPS decline from FY 2012 period

(47%) -

(29%)

GAAP share count

34.5 million

FY13

ending 06/30/2013

Non-GAAP adjusted EPS

$1.94 -

$2.14

EPS decline from FY 2012 period

(1%) –

10%

Non-GAAP share count

35.2 million

Non-GAAP exclusions

$47.2

* Millions, except share and per share amounts and as noted

Consolidated

The Company is providing the following assumptions to facilitate non-GAAP adjusted net income per diluted share comparisons that exclude share-

based compensation related expenses, amortization of acquired intangible assets and tax charges related to the alignment of IP with our global

operations:

The table above is Vistaprint’s financial guidance as of April 25, 2013. This guidance reflects our expected market opportunity and planned investments for

growth and competitive advantage. Vistaprint specifically disclaims any obligation to update any forward-looking statements, which should not be relied upon

as representing our expectations or beliefs as of any date subsequent to April 25, 2013, the date of this presentation.

Our expectations for the full fiscal year ending June 30, 2013 are as follows:

•

For full year revenue, our organic constant-currency growth expectations are 11% to 12% growth, and consolidated constant-currency growth

expectations are 14% to 15%. If exchange rates stay the same as they were for the 30-day average in mid-January 2013, we would expect consolidated

revenue to be $1,150 million to $1,165 million, an increase of 13% to 14% year over year in U.S. dollars. Of course, actual revenue will depend in part on

currency exchange rate development throughout the remainder of the fiscal year.

•

Full fiscal year GAAP EPS, on a diluted basis, is expected to be between $0.60 and $0.80 based on about 34.5 million weighted average shares outstanding.

Our consolidated revenue expectations for the quarter ending June 30, 2013, the fourth quarter of fiscal year 2013, are expected to be in the range of $263

million to $278 million, a year-over-year increase of 5% to 11% in U.S. dollars, constant currencies, as well as organic constant currencies.

Financial Guidance*

(as of April 25, 2013)

FY13

ending 06/30/2013

Q4 FY13

ending 6/30/2013

Revenue

$1,150 -

$1,165

$263 -

$278

Revenue growth from FY 2012 period

13% -

14%

5% -

11%

Organic constant currency revenue growth estimate

11% -

12%

5% -

11%

GAAP EPS

$0.60 -

$0.80

EPS decline from FY 2012 period

(47%) -

(29%)

GAAP share count

34.5 million

FY13

ending 06/30/2013

Non-GAAP adjusted EPS

$1.94 -

$2.14

EPS decline from FY 2012 period

(1%) –

10%

Non-GAAP share count

35.2 million

Non-GAAP exclusions

$47.2

* Millions, except share and per share amounts and as noted

Consolidated

The Company is providing the following assumptions to facilitate non-GAAP adjusted net income per diluted share comparisons that exclude share-

based compensation related expenses, amortization of acquired intangible assets and tax charges related to the alignment of IP with our global

operations:

We are providing the assumptions noted on our guidance slide to facilitate comparisons with non-GAAP adjusted net income per diluted share.

Based on these assumptions, for the full fiscal year 2013, non-GAAP adjusted EPS is expected to be between $1.94 and $2.14, and excludes expected

acquisition-related amortization of intangible assets of approximately $10.4 million; share-based compensation expense and its related tax effect of

approximately $34.4 million; charges related to the alignment of acquisition-related intellectual property with global operations of approximately $2.4 million;

and 35.2 million shares outstanding.

Capital Expenditures Guidance

(as of April 25, 2013)

Expressed as percent of revenue

Actuals

Guidance

$63M

$76M

$95M

$85M

$101M

$37M

Consolidated

$46M

FY 2013 Guidance:

14%

FY 2007

FY 2008

FY 2009

FY 2010

FY 2011

FY 2012

FY 2013-

High

FY 2013-

Low

Other

Land and Facilities

Manufacturing &

Automation Equipment

25%

16%

15%

•

$85M -

$95M

•

revenue

guidance midpoint

This chart shows capital expenditures in dollars and as a percentage of revenue for the past several years, and also shows our expectations for fiscal 2013 at the

midpoint of our revenue guidance range. We expect capital expenditures as a percentage of revenue and in absolute dollars to increase in fiscal 2013 over 2012.

For FY 2013, we expect capital expenditures of $85 to $95 million, or 7% to 8% of our revenue guidance midpoint. This guidance includes the expansion of our

Venlo production facility, capital expenditures to create a small production facility in India, and other IT and manufacturing equipment requirements to support

our growth plans.

Ceasing Quarterly Guidance in FY14

•

Stopped quarterly EPS guidance last year

•

Stopping quarterly revenue guidance effective next earnings release

o

Consistent with fiscal year focus of management objectives

o

Focus on long-term value creation

•

Expect to guide to annual revenue and EPS for foreseeable future

o

With each quarterly earnings release

Please recall that we stopped providing quarterly EPS guidance at the beginning of FY2013.

Effective with our next earnings release we will also stop providing quarterly revenue guidance. We manage our financial budgets on a fiscal year basis, not

quarterly. We believe that managing to quarterly public guidance is not helpful to achieving those annual targets and, in fact, can create incentives to manage

to suboptimal outcomes when viewed from a long-term value creation perspective.

For the foreseeable future we expect to continue to provide full fiscal year (annual) revenue and EPS guidance with each quarterly earnings release.

Early Thoughts on FY14

•

FY14 planning not yet completed

o

Comments on this page are preliminary and subject to change

•

Remain committed to driving toward meaningful EPS growth and

margin expansion in FY14

o

Specific profit levels to be established over coming months

o

Expect to seek balance of long-term value creating investments

and near-term margin expansion

•

Will

FY14

outlook

earnings

call

and

the

August

investor day

We have not yet completed our planning process for FY14, so the following comments are preliminary and subject to change. Over the next three months, we will

make decisions about our FY14 operating plan that will have an impact on our financial objectives for next year. As such it’s too early to share detailed

expectations with you at this time.

At a high level, we remain committed to driving toward our plans for meaningful earnings growth and margin expansion in fiscal year 2014, which we believe we

can deliver by leveraging the substantial investments we’ve made over the past two years. We expect to balance the opportunity to expand our profit margins next

year with continued investments that will drive long term value creation, such as improvements to our customer value proposition, our manufacturing capabilities,

our foundations for future growth and our engineering resources.

We look forward to sharing our outlook and guidance for FY14 revenue and profit margins on our fiscal year-end earnings call and in our subsequent Investor Day

on August 6, 2013.

Summary

•

Solid revenue results relative to guidance, but lower

growth than original plan for the year

•

Continued focus on strategic initiatives

•

Believe we have the right strategy to drive

o

Long-term revenue and profit growth

o

Competitive advantage

o

Significant value for long-term shareholders

In summary, our third quarter revenue results were solid relative to the expectations we set three months ago. Though our revenue growth is tracking below

our initial plan for the year, we remain confident in our ability to improve our execution over time.

In the meantime, we will continue to focus on our objectives to improve our customer value proposition, invest in life time value based advertising, improve

our manufacturing and supply chain capabilities, and lay foundations for future growth in digital marketing, the home and family market and in Asia.

Additionally, we are building a balanced plan for FY14 that fuels investment in these initiatives while enabling us to begin to drive margin expansion. We

believe focusing on these areas will help us deliver long-term value to customers, our employees and our shareholders.

We look forward to speaking with you next quarter.

Q&A Session

Please go to the

Investor Relations section of www.vistaprint.com

for the live Q&A call at

5:15 pm EDT on April 25, 2013

Q3 Fiscal Year 2013

Financial and Operating Results Supplement

Total Company Organic Growth Rates

(Excludes Albumprinter and Webs)

Please see reconciliation to reported revenue growth rates at the end of this presentation.

11%

reported

11%

constant-currency

FY10

28% constant-

currency growth

FY11

22% constant-currency growth

FY12

20% constant-currency growth

Organic

YTD FY13

13% constant-currency growth

10%

15%

20%

25%

30%

35%

40%

45%

50%

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Constant-Currency

Reported

Note: Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current

period using the prior year period’s average exchange rate for each currency to the U.S. dollar and excludes the impact of gains and

losses on effective currency hedges recognized in revenue.

Segment Revenue Growth Rates

Constant Currency Organic

Organic

10%

20%

30%

40%

50%

60%

70%

North America

45%

36%

43%

35%

39%

45%

37%

40%

33%

29%

24%

10%

20%

30%

40%

50%

60%

70%

APAC

28%

27%

30%

21%

22%

21%

22%

18%

11%

10%

20%

30%

40%

50%

60%

70%

Europe

18%

15%

16%

21%

18%

17%

20%

21%

18%

19%

18%

15%

Gross Margin and Gross Profit

FY10 64.2%

FY11 64.8%

FY12 65.2%

Consolidated

FY13 YTD 66.0%

$105

$108

$155

$133

$134

$200

$169

$162

$163

$234

$189

63.6%

63.1%

66.3%

65.3%

63.9%

63.2%

66.8%

65.5%

64.6%

65.0%

67.2%

65.5%

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Gross Profit (millions)

GM %

GAAP Net Income (Loss) and Net Margin

FY10 $68

FY11 $82

FY12 $44

Consolidated

FY13 YTD $27

$12

$11

$34

$23

$14

$32

$(2)

$23

7.1%

6.3%

14.5%

11.3%

6.9%

3.8%

10.6%

0.1%

1.5%

-0.7%

6.6%

2.0%

-5.0%

0.0%

5.0%

10.0%

15.0%

$(2)

$13

$18

$23

$28

$33

$38

$43

$48

$53

$58

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

GAAP Net Income (loss), in millions

GAAP Net Margin

Non-GAAP Adjusted Net Income*

and Adjusted Net Margin

FY10 $91

FY11 $105

FY12 $77

Consolidated

FY13 YTD $62

$17

$16

$40

$28

$20

$13

$38

$11

$15

$36

$17

10.5%

9.6%

17.3%

13.8%

9.4%

6.1%

12.6%

4.4%

5.9%

3.5%

10.3%

5.9%

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Non-GAAP Adjusted Net Income (millions)

Non-GAAP Adjusted Net Margin

*Non-GAAP adjusted net income for all periods presented excludes the impact of share-based

compensation expense and its related tax effect, amortization of acquired intangibles, and charges

related to the alignment of Webs IP with our global structure. Please see reconciliation to GAAP net

income at the end of this presentation.

Q3 Income Statement Comparison to Prior Year

(as a percentage of revenue)

Consolidated

3.4%

3.0%

9.0%

10.8%

14.9%

13.8%

38.2%

37.9%

34.5%

Q3 FY2013

Q3 FY2012

Cost of revenue

Marketing and selling

Technology and development

General and administrative

Income from operations

Q3 Income Statement Comparison to Prior Quarter

(as a percentage of revenue)

Consolidated

3.4%

9.5%

9.0%

7.6%

14.9%

11.5%

38.2%

38.6%

34.5%

32.8%

Q3 FY2013

Q2 FY2013

Cost of revenue

Marketing and selling

Technology and development

General and administrative

Income from operations

Share-Based Compensation* (millions)

* Share-based compensation (SBC) expense includes SBC-related tax adjustment.

FY10 $23.2

FY11 $22.4

FY12 $26.1

Consolidated

YTD FY13 $25.3

$5.7

$5.6

$6.4

$5.3

$5.1

$4.9

$5.0

$7.6

$8.6

$8.4

$8.5

$8.4

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Revenue Seasonality

(Excludes Albumprinter and Webs)

* Home and family revenue is calculated using a product format-based approach

Organic

$164

$167

$234

$204

$209

$212

$284

$244

$235

$233

$323

$270

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Small Business Marketing

Home and Family*

Q3 FY 2013 Bookings by Marketing Channel

(excludes Albumprinter and Webs bookings)

~2.5 million new customers in Q3 FY2013

Paid

Other

Channels

and Partners

Party Permission-

Based email

Direct URL Type-In

Paid

Other

Channels and

Partners

Our Own

Permission-Based

Direct URL Type-

First-time Order Bookings: 32%

Repeat Order Bookings: 68%

Our Own

Permission-Based

Organic

Balance Sheet Highlights

Balance Sheet highlights, in millions, at period end

03/31/13

12/31/12

09/30/12

06/30/12

3/31/12

Total assets

$616.4

$653.7

$620.5

$592.4

$588.0

Cash and cash equivalents

$51.3

$64.7

$59.3

$62.2

$52.1

Total current assets

$104.4

$132.3

$114.6

$115.6

$103.5

Goodwill and intangible assets

$174.3

$179.2

$179.5

$180.7

$192.0

Total liabilities

$414.7

$443.8

$421.3

$403.1

$306.0

Current liabilities

$154.0

$182.4

$129.4

$142.0

$148.1

Long-term debt

$229.0

$230.5

$259.3

$229.0

$126.5

Shareholders’

Equity

$201.7

$209.9

$199.2

$189.3

$281.9

Treasury shares (in millions)

10.9

16.4

15.7

15.8

13.0

Consolidated

Total Debt

Availability under our credit facility

3/31/13

Maximum aggregate available borrowing amounts

$500.0M

Outstanding borrowings of credit facility

($238.5M)

Remaining amount

$261.5M

Limitations to borrowing due to debt covenants and other obligations*

($24.2M)

Amount available for borrowing as of March 31, 2013

$237.3M

Consolidated

* Our borrowing ability can be limited by our debt covenants each quarter. These covenants may limit our borrowing capacity

depending on our leverage, other indebtedness, such as installment obligations and letters of credit, and other factors that

are outlined in the restated credit agreement filed as an exhibit in our Form 8-K filed on February 13, 2013.

•

Credit facility in place with aggregate loan commitments of $500.0M

•

Interest rate is LIBOR plus 1.25% - 2.0%, depending on leverage

•

Currently in compliance with all covenants. Key covenants are:

o

Total leverage ratio not to exceed 3.5x TTM EBITDA (reducing to 3.25x in 1 year and 3.0x in 2 years).

o

Interest coverage ratio of at least 3.0.

o

Maximum of $400M of share repurchases allowed over the credit facility tenor (2/8/2013 to

2/8/2018). If $400M is reached, an additional $25M per year is allowed.

Q3 FY13 Capital Expenditure Breakdown

Q3 CapEx: $11.2M

Consolidated

1 Land, building and construction, leasehold improvements, and furniture and fixtures

2 All manufacturing and automation equipment, including offset and digital print lines, other printing

equipment, pre-press and post-press equipment such as cutters, and automation equipment

3 IT infrastructure, software and office equipment

40%

31%

29%

Land/Facilities

Mfg & Automation Equipment

Other

Appendix

Including a Reconciliation of

GAAP to Non-GAAP Financial

Measures

About

non-GAAP financial measures

To supplement Vistaprint’s consolidated financial statements presented in accordance with

U.S. generally accepted

accounting principles, or GAAP, Vistaprint has used the following measures defined as non-GAAP financial measures by

Securities and Exchange Commission, or SEC, rules: non-GAAP adjusted net income, non-GAAP adjusted net income

per diluted share, free cash flow, constant-currency revenue growth, and constant-currency organic revenue growth. The

items excluded from the non-GAAP adjusted net income measurements are share-based compensation expense and its

related tax effect, amortization of acquisition-related intangibles, and tax charges related to the alignment of

acquisition-

related intellectual property with global operations. Free cash

flow is defined as net cash provided by operating activities

less purchases of property, plant and equipment, purchases of intangible assets, and capitalization of software and

website development costs. Constant-currency revenue growth is estimated by translating all non-U.S. dollar

denominated revenue generated in the current period using the prior year period’s average exchange rate for each

currency to the U.S. dollar and excludes the impact of gains and

losses on effective currency hedges recognized in

revenue. Constant-currency organic revenue growth excludes the impact of currency as defined above and revenue

from acquired companies.

The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for the

financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP

financial

measures,

please

see

the

tables

captioned

“Reconciliations

Non-GAAP

Financial

Measures”

included

the

end of this release. The tables have more details on the GAAP financial measures that are most directly comparable to

non-GAAP financial measures and the related reconciliation between these financial measures.

(continued on next page)

About

non-GAAP financial measures

continued…

Vistaprint’s management believes that these non-GAAP financial measures provide meaningful supplemental

information in assessing our performance and when forecasting and analyzing future periods. These non-GAAP

financial measures also have facilitated management’s internal comparisons to Vistaprint’s historical performance and

our competitors’

operating results.

Management provides these non-GAAP financial measures as a courtesy to investors. However, to

gain a more

complete understanding of the company’s financial performance, management does (and investors should) rely upon

GAAP statements of operations and cash flow.

Reconciliation: GAAP to Non-GAAP Results

FY 2003

FY 2004

FY 2005*

FY 2006

FY 2007

FY 2008

FY 2009

FY2010

FY2011

FY2012

GAAP Net Income

$473

$3,440

($16,218)

$19,234

$27,143

$39,831

$55,686

$67,741

$82,109

$43,994

Share-based

compensation and

related tax effect

$4,850

$8,765

$15,275

$20,177

$23,156

$22,400

$26,060

Amortization of

acquired intangible

assets

$5,754

Webs IP transfer

$1,235

Non-GAAP

Adjusted Net Income

$473

$3,440

$4,782

$23,146

$35,908

$55,106

$75,863

$90,897

$104,509

$77,043

Net Income –

Annual

($ in thousands)

*Fiscal 2005 non-GAAP results exclude a contract termination payment of $21mm

Note: share-based compensation expense includes tax effects

Reconciliation: GAAP to Non-GAAP Results

Fiscal

Year 2010

Fiscal Year 2011

Fiscal Year 2012

Fiscal Year 2013

GAAP Net Income

$11,650

$10,781

$34,014

$22,917

$14,397

$8,172

$31,697

$274

$3,851

$(1,696)

$22,960

$5,866

Share-based

compensation and

related tax effect

$5,662

$5,550

$6,435

$5,285

$5,129

$4,876

$5,021

$7,566

$8,596

$8,445

$8,540

$8,353

Amortization of

acquired intangible

assets

$1,148

$2,381

$2,225

$2,178

$2,243

$2,275

Webs IP Transfer

$1,017

$218

$2,164

$431

Non-GAAP

Adjusted Net

Income

$17,312

$16,331

$40,449

$28,202

$19,526

$13,048

$37,866

$11,238

$14,890

$8,927

$35,907

$16,925

Net Income (Loss) –

Quarterly

($ in thousands)

Diluted Earnings Per Share -

Annual

Reconciliation: GAAP to Non-GAAP Results

FY 2006

FY 2007

FY 2008

FY 2009

FY2010

FY2011

FY2012

GAAP Net Income Per Share

$0.45

$0.60

$0.87

$1.25

$1.49

$1.83

$1.13

Share-based Compensation

Per Share*

$0.09

$0.18

$0.31

$0.43

$0.49

$0.47

$0.65

Amortization of acquired

intangible assets

$0.14

Webs IP Transfer

$0.03

Non-GAAP Adjusted Net

Income Per Share

$0.54

$0.78

$1.18

$1.68

$1.98

$2.30

$1.95

Weighted average shares

used in computing Non-

GAAP EPS

(millions)

42.651

45.825

46.780

45.099

45.989

45.448

39.426

*Note: share-based compensation expense includes tax effects

Reconciliation: GAAP to Non-GAAP Results

Fiscal

Year 2010

Fiscal Year 2011

Fiscal Year 2012

Fiscal Year 2013

GAAP Net Income Per

$0.26

$0.24

$0.75

$0.51

$0.32

$0.19

$0.82

$0.01

$0.10

$(0.05)

$0.66

$0.17

Share-based

Compensation Per Share*

$0.12

$0.14

$0.12

$0.11

$0.12

$0.20

$0.23

$0.24

Amortization of acquired

intangible assets

$0.03

$0.06

Webs IP Transfer

$0.02

$0.01

$0.06

$0.01

Non-GAAP Adjusted Net

Income Per Share

$0.38

$0.36

$0.89

$0.63

$0.43

$0.31

$0.97

$0.29

$0.40

$0.25

$1.02

$0.48

Weighted average shares

used in computing Non-

GAAP EPS

(millions)

46.136

45.704

45.625

45.079

45.156

42.569

39.041

38.346

37.620

35.793

35.156

35.217

Earnings Per Diluted Share -

Quarterly

*Note: share-based compensation expense includes tax effects

Reconciliation: Free Cash Flow

(in thousands)

Three Months Ended

Nine Months Ended

March 31,

March 31

2013

2012

2013

2012

Net cash provided by operating activities

$ 8,135

$ 9,620

$ 103,318

$ 121,300

Purchases of property, plant and equipment

(11,155)

(8,493)

(66,523)

(32,938)

Purchases of intangibles assets

(82)

(41)

(452)

(172)

Capitalization of software and website

development costs

(2,439)

(1,411)

(5,579)

(4,302)

Free cash flow

$ (5,541)

$ (325)

$ 30,764

$ 83,888

Reconciliation:

Constant-Currency Revenue Growth Rates

Quarterly

ASIA-PACIFIC

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Reported revenue growth

69%

48%

55%

50%

65%

67%

41%

47%

28%

26%

Currency impact

(24%)

(12%)

(15%)

(26%)

(22%)

(4%)

(7%)

(3%)

Revenue growth in constant

currency

45%

36%

43%

35%

39%

45%

37%

40%

33%

29%

24%

10%

Impact of acquisitions to growth in

constant currency

Revenue growth rate, ex

acquisitions, in constant currency

45%

36%

43%

35%

39%

45%

37%

40%

33%

29%

24%

10%

EUROPE

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Reported revenue growth

23%

18%

22%

38%

31%

36%

29%

18%

12%

11%

Currency impact

10%

(1%)

(15%)

(10%)

12%

11%

Revenue growth in constant

currency

28%

27%

30%

21%

22%

21%

37%

34%

30%

23%

14%

Impact of acquisitions to growth in

constant currency

(15%)

(16)

(19%)

(22%)

(5%)

(3%)

Revenue growth rate, ex

acquisitions, in constant currency

28%

27%

30%

21%

22%

21%

22%

18%

11%

Note: Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior

year period’s average exchange rate for each currency to the U.S. dollar and excludes the impact of gains and losses on effective currency hedges

recognized in revenue.

Reconciliation:

Constant-Currency Revenue Growth Rates

Quarterly

NORTH AMERICA

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Reported revenue growth

19%

16%

21%

18%

17%

20%

23%

20%

22%

20%

15%

Currency impact

(1%)

Revenue growth in constant

currency

18%

15%

16%

21%

18%

17%

20%

23%

21%

22%

20%

15%

Impact of acquisitions to growth in

constant currency

(2%)

(3%)

(2%)

Revenue growth rate, ex

acquisitions, in constant currency

18%

15%

16%

21%

18%

17%

20%

21%

18%

19%

18%

15%

TOTAL COMPANY

Q4 FY10

Q1 FY11

Q2 FY11

Q3 FY11

Q4 FY11

Q1 FY12

Q2 FY12

Q3 FY12

Q4 FY12

Q1 FY13

Q2 FY13

Q3 FY13

Reported revenue growth

22%

18%

20%

23%

27%

25%

28%

26%

20%

18%

16%

12%

Currency impact

(1%)

(7%)

(5%)

Revenue growth in constant

currency

22%

20%

23%

22%

20%

28%

25%

23%

17%

12%

Impact of acquisitions to growth in

constant currency

(7%)

(8%)

(10%)

(3%)

(1%)

Revenue growth rate, ex

acquisitions, in constant currency

22%

20%

23%

22%

20%

21%

17%

13%

14%

11%

Note: Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year

period’s average exchange rate for each currency to the U.S. dollar and excludes the impact of gains and losses on effective currency hedges recognized in

revenue.

Reconciliation:

Constant-Currency Revenue Growth Rates

Annual

FY2009

FY2010

FY2011

FY2012

Reported revenue growth

29%

30%

22%

25%

Currency impact

(2%)

Revenue growth in constant currency

36%

28%

22%

25%

Impact of acquisitions to growth in constant currency

(5%)

Revenue growth rate, ex acquisitions, in constant currency

36%

28%

22%

20%

Note: Constant-currency revenue growth is estimated by translating all non-U.S. dollar denominated revenue generated in the current period using the prior year period’s

average exchange rate for each currency to the U.S. dollar and excludes the impact of gains and losses on effective currency hedges recognized in revenue.