Audible, Inc. (Audible), incorporated in November 1995, is a provider of audio entertainment, information and educational programming on the Internet. The Company specializes in the spoken experience, providing digital audio editions of books, newspapers and magazines, original programming, and television and radio subscriptions. Audible's service provides a way for individuals to consume content at times when they are otherwise unable to read, such as when driving, but it also provides listeners with the opportunity to simply enjoy what they want, when they want. On its Websites, customers can select from more than 90,000 hours of audio content, comprising 28,000 different programs. Audible's selection of audio in its stores ranges from 12,000 audiobooks and performances to audio editions of national periodicals. The Company's integrated spoken audio delivery service includes Websites; collection of digital audio content; software for securing, downloading, managing, transferring, burning and playing audio selections, and a variety of AudibleReady players with technology and features that manage the listening experience. In addition, Audible provides the Audible service to nearly 100 public library and school library systems. Websites Consumers shop, purchase and download audio content from the Company's Websites, www.audible.com (United States) and www.audible.co.uk (United Kingdom), and from its related parties Websites, www.audible.de (Germany) and www.audible.fr (France), directly to personal computers (PCs) for listening in a variety of ways. Most of Audible's customers download audio to their PCs and then transfer the audio to moving picture experts group layer-3 (MP3) players, personal digital assistants (PDAs), or to smart mobile devices (SMDs). Others transfer (burn) the content to audio compact discs (CDs), while some customers simply listen at their computers or through a digital home entertainment network. Audible's digital content is available at its Websites and its related parties Websites, as well as at the Apple iTunes Music Store, where the Company is the exclusive provider of paid spoken audio products, and at Amazon.com. Digital Audio Content The Company offers digital spoken content, in four major categories: audiobooks; timely audio editions of print publications; radio and television broadcasts, and lectures, speeches, performances and other audio. Audible offers a selection of audiobooks, in both abridged (typically 3 to 10 hours long) and unabridged (typically 5 to 20 hours long) versions, read by the authors or by professional narrators. The Company's service enables the timely distribution of audio editions of newspapers, magazines and newsletters previously available only in print. Audible offers a daily spoken digest edition of The New York Times and selected audio content from The Wall Street Journal. The Company also offers audio editions of Forbes, The New Yorker, The Atlantic Monthly, Scientific American, Science News, Harvard Management Update, Harvard Health Letter, and others. The Company offers special-interest public radio and television programs shortly after they are originally broadcast so customers have the flexibility to listen to these programs when and where they want. Audible offers audio versions of broadcasts, such as Fresh Air, Marketplace, The News from Lake Wobegon, Car Talk The Bob Edwards Show, Opie and Anthony and Charlie Rose. Audible offers a selection of lectures, speeches, dramatic and comedic performances, educational and self-improvement materials, religious and spiritual content, and other forms of spoken content, many of which are difficult to find from any other source. The Company also offers specialty content created exclusively for its Website. The Company has licensed Internet distribution rights to audio content from almost 300 publishers, producers of radio and television content and other content creators. In most cases, the Company licenses existing audio recordings from publishers and content creators. In other cases, such a

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