Amazon.com Inc – 9 November 1998 2 On Friday, Barnes & Noble announced that it would acquire Ingram Books, the world's largest book distributorship. We believe that the announcement has special significance for Amazon.com, the company which we see as most imminently at risk from Barnes & Noble's increasingly expansive online bookselling effort. Following Barnes & Noble's recent deal with Bertelsmann, those two companies (through barnesandnoble.com) should now have end-to-end command over much of the creation, distribution, marketing and sale of a meaningful portion of the U.S. market for published intellectual content. The issue here seems very plain: Amazon.com's largest suppliers (Ingram accounted for approximately 58% of the company's volume last year, and Bertelsmann is the world's largest publisher) are now either aligned with or part of its principal competitor. Following the news release by Barnes & Noble, Amazon.com issued a statement in which the company's management suggested that their customers should “worry not” with regard to the company's ability to continue to obtain book inventory. We agree with that assessment: there seems little chance that there will be any meaningful near-term disruption in Amazon.com's supply chain. At the same time, the transaction underscores our existing investment thesis: We believe that Amazon.com enjoys almost no significant competitive advantage in a market characterized by razor-thin operating margins. The company's success in generating revenues has come at the cost of very great (and persistent) operating losses. Were Amazon.com to reduce its sales and marketing expenses in an effort to shrink its losses, we expect that the company would see an immediate and dramatic impact on its market share and revenue growth rate. Moreover, we note that euphoric corporate spending intended to generate a return based on future revenues tends not to work if the business at issue is highly competitive, has no meaningful barriers to entry (on an agency basis) and operates within the margin structure which applies to consumer book sales (or music, videos, retail software sales, etc.) While Amazon.com has recently framed the discussion of its business prospects more broadly (to include a variety of other product segments), we would suggest that there exist few economies of scale to exploit by moving into markets which are largely unrelated to its core business. We continue to believe that Amazon.com is probably the most generously-valued of all publicly-traded Internet companies, and we continue to recommend caution with regard to the shares. We maintain our Reduce/Neutral rating on the stock. [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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