Shopping.com Ltd. is an online comparison shopping service. It helps consumers make informed purchase decisions by enabling them to find the items they are looking for, compare products, prices and stores, and buy from among thousands of online merchants. Shopping.com gathers product and merchant data from across the Internet, organizes and structures it into a catalog, and presents the resulting information to consumers in a user-friendly interface at its flagship destination Website, as well as its consumer reviews Website, Epinions. Its service is free for consumers. It generates revenues from merchants and other listings providers that pay it lead referral fees when consumers click through to merchant Websites from listings on its service. The Company has operations in the United States, the United Kingdom and Israel. The Company's revenues from its United States operations were approximately 85% of total revenues During the year ended December 31, 2004, the Company's revenues from its United Kingdom and its United States operations were approximately 15% and 85%, respectively, of its total revenues. Shopping.com gathers data on millions of products from thousands of sources across the Internet to provide consumers with a single destination for shopping content. It couples this content with detailed product and store reviews written by contributors to its Epinions Website, and presents the results in a user-friendly interface. The Company provides access to more than 1.8 million detailed consumer-generated product and store reviews. Consumers use the Company's Websites to compare products by brand, price and store, and by category-specific features, such as comparing digital cameras by megapixel resolution or sofas by type of material. Consumers also use its Websites' Store Finder to compare online stores by merchant rating, product availability, price, and tax and shipping fees. The Company obtains product and merchant data through automated feeds, Website extraction and licensing arrangements. During 2004, the Company generated revenues from 296 million lead referrals, with its Website covering more than nine million stock keeping units (SKUs). Shopping.com enables merchants to use performance-based advertising to reach consumers who are actively shopping for their products and services. It supplies free tools that enable merchants to target consumers, measure advertising effectiveness and optimize their spending on its service. Shopping.com's Merchant Account Center provides an easy way to obtain product and category-specific reports on lead referrals, cost-per-lead referral and total marketing spend. Its ROI Tracker enables merchants to manage their return on money spent on the Company's service by monitoring data on the number of lead referrals converted to sales, and the associated revenues and profitability, on a per-transaction and aggregate basis. The Company provides a Featured Resources section on its service where consumers can click through to links provided by Google, Overture and eBay, the Company's listings providers. Consumers may choose to participate in the Company's cash back program, which it launched in September 2004. Under this program, Shopping.com will pay the consumers a percentage of the purchase price of products they buy from participating merchants on its site. The cash back amounts vary by merchant and by product, and generally range from 1% to 3% of the purchase price. The Company competes with Shopzilla, mySimon, NexTag, PriceGrabber, Kelkoo, Yahoo!, Google, Amazon.com and eBay.