Amazon.com Inc – 7 October 1998 2 Bertelsmann AG announced yesterday that it has entered into an agreement to form a joint venture with Barnes & Noble. As part of the agreement, Bertelsmann will purchase a 50% stake in barnesandnoble.com for $200 million. Each has additionally agreed to invest $100 million in the venture. Bertelsmann is a global media company and one of the world's largest publishers of English-language books. The company owns publishers that include Random House Inc. and Bantam Doubleday Dell. (Bertelsmann is the world's third-largest media company after Time Warner Inc. and Walt Disney Co.) As a result of the transaction, Barnes & Noble announced that it will postpone its planned initial public offering of barnesandnoble.com for several months. Barnes & Noble had planed to sell as much as 20% of barnesandnoble.com in an offering to raise as much as $100 million. This transaction is the largest within the Internet commerce space thus far and represents a meaningful commitment by a traditional media company to electronic commerce. We believe that the transaction provides barnesandnoble.com with not only a broad base of proprietary content, but also the ability to leverage its relationship with Bertelsmann over time. Together, we believe that barnesandnoble.com and Bertelsmann have the ability to build one of the leading electronic commerce sites for both books and music that could threaten Amazon.com's market leadership position. In light this recent announcement, we would reiterate our comments on Amazon.com's operating model. We believe that the model for online retailing is becoming split into two parts. Those companies with sufficient operating scale and/or brand equity in the physical world that can leverage themselves into the online space with significant competitive advantages. Companies in this group include pure-play retailers such as Barnes & Noble. The other category of companies include those which have embraced a virtual commerce model predicated on not owning physical inventory or infrastructure. Companies in this group will generally operate on an agency (as opposed to principal) basis. Our specific concern regarding Amazon.com (independent of the valuation issues we have discussed previously) is that it sits between those two models. The company is not large enough (in terms of order volumes and distribution infrastructure) to generate the economies of scale necessary to compete effectively with large physical-world retail chains. At the same time, Amazon.com is far too large (in terms of the cost structure associated with its proprietary inventory and distribution systems) to compete effectively with companies which forego that structure and provide a linkage with existing distributors. We believe that the notion that Amazon.com will be able to profitably leverage its (diminishing) market share in online book sales into other, largely unrelated business lines may prove overly optimistic. More critically, we do not believe that online commodity product sales produce the sort of brand equity generated by the distribution of proprietary information or media products. Amazon.com's current valuation continues to lie significantly above the regression that describes the valuations of other Internet companies (that regression correlates price/revenue valuation multiples to expected long-term corporate operating margins). Given both the concerns we have outlined above and the magnitude of the company's valuation premium, we continue to recommend that investors exercise significant caution towards Amazon.com shares. [AMZN] The securities of the company are not listed but trade over-the-counter in the United States. In the US, retail sales and/or distribution of this report may be made only in states where these securities are exempt from registration or have been qualified for sale. MLPF&S or its affiliates usually make a market in the securities of this company. Opinion Key [X-a-b-c]: Investment Risk Rating(X): A - Low, B - Average, C - Above Average, D - High. Appreciation Potential Rating (a: Int. Term - 0-12 mo.; b: Long Term - >1 yr.): 1 - Buy, 2 - Accumulate, 3 - Neutral, 4 -Reduce, 5 - Sell, 6 - No Rating. Income Rating(c): 7 - Same/Higher, 8 - Same/Lower, 9 - No Cash Dividend. Copyright 1998 Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S). This report has been issued and approved for publication in the United Kingdom by Merrill Lynch, Pierce, Fenner & Smith Limited, which is regulated by SFA, and has been considered and issued in Australia by Merrill Lynch Equities (Australia) Limited (ACN 006 276 795), a licensed securities dealer under the Australian Corporations Law. 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