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      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.     þ

      Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 under the Act).     Yes o          No þ

      The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based upon the closing sale price of Common Stock on December 31, 2002 (the last business day of the Registrants most recently completed fiscal year) as reported on the NASDAQ was approximately $9.1 million. Shares of Common Stock held by each officer and director and by each person who owns 5% of more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination is not necessarily a conclusive determination for other purposes.

      Documents incorporated by reference: Specified portions of the Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with the 2003 Annual Meeting are incorporated herein by reference into Part III of this Report. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2002.

      The number of shares outstanding of the Registrant’s Common Stock, as of March 20, 2003 was 31,627,869 shares of Common Stock.

AUDIBLE, INC.

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FORWARD-LOOKING STATEMENTS

      In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers should carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q which we filed in 2002. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

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PART I

Item 1.     Business.

Overview

      We are the leading provider of subscription based, premium spoken audio content, such as audio versions of books, newspapers, newsletters, magazines and radio programs, that is delivered over the Internet. The Audible service allows consumers to purchase and download content from our Web site www.audible.com®. Our customers listen to their audio in a variety of ways. Most of our customers download their audio to personal computers and then either transfer the audio to portable digital audio players or “burn” the content to CDs for playback on their CD players.

      We offer customers the opportunity to subscribe to AudibleListener®, a monthly audio service. For a fixed monthly fee, AudibleListener® customers may download their choice of programs from our Web site. More than 34,000 hours of audio content, much of which is available in digital audio format only at www.audible.com®, is currently available on our Web site. We also sell at our web site our own digital audio player under the brand name of Otis®, which is manufactured to our specifications in Korea. Customers can also access content products sold by Audible through www.amazon.com. Several manufacturers, including Apple Corp., Palm, Hewlett-Packard, Sony Electronics, Kenwood, Handspring, Franklin Electronic Publishers, Digisette, LLC., and SONICblue Incorporated’s Rio Audio Group, have agreed to support and promote the playback of our content on all or some of their hand-held electronic devices by including our Audible software on their devices. We have added a CD burning feature to the Audible service, enabling our customers to listen on their CD players. We currently have over 225,000 customers in over 120 countries.

      The market for the Audible service results from the increasing usage of the Internet and the growth of hand-held electronic devices that have digital audio capabilities. In contrast to traditional radio broadcasts or satellite radio, the Audible service offers customers access to content of their choice and the ability to listen to what they want, when and where they want — whether commuting, exercising, relaxing or sitting at their personal computers. Unlike traditional and online bookstores, which are subject to physical inventory constraints and shipping delays, we provide a selection that is readily available in digital format that can be quickly delivered over the Internet directly to our customers.

      We provide new sources of revenue for publishers of newspapers, magazines, journals, newsletters, professional publications and business information and producers of radio broadcasts. In addition, our service provides companies that distribute or promote our service and manufacturers of electronic devices that have digital audio capabilities with a wide selection of digital audio content to offer to their customers.

Industry Background

      Public demand for new sources of entertainment, information and educational media continues to grow as amounts of content and its sources proliferate. Veronis, Suhler & Associates estimates that consumer spending on media and information will rise at a compound rate of 5.6% per year reaching $180 billion in 2005. During 2001, Americans on average spent more than 3,400 hours reading, watching or listening to media content. We believe that many consumers seek a better way to manage this content.

      Listening is a way for individuals to consume content at times when they are unable to read, such as when they are driving. A 1996 market study by the Yankee Group indicates that 87% of automobile commuters listened to the radio an average of 50 minutes a day while commuting. According to the 2000 United States Census, 97 million people drive to and from work alone, an increase of 15% from 1989. The mean travel time to work increased to 24.3 minutes each way, an increase of 7% from 1990. The US Department of Transportation estimates that people spend 550 million hours in traffic each week. As individuals look to use their commuting time more efficiently and manage an increasing amount of available content, audiobooks have emerged as a personalized “pay-to-listen” alternative to radio, which does not allow listeners to control when they listen to a particular program. A 2001 study by the Audio Publishers Association indicated that 23 million American households listened to audiobooks, an increase of 7.5% from 1999. An eBrain® survey

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      This increasing usage of audiobooks exists despite limited types of content, high prices and the limitations of cassette tapes. For instance, the audiobook market does not address timely print content such as newspapers, newsletters, magazines and journals.

      The Internet has emerged as a significant global communications medium giving millions of people the ability to access and share large amounts of information. Through the Internet, people can quickly receive various forms of information, from traditional types of publishing such as text as well as technologies like streaming audio and downloading audio.

      According to International Data Corporation (IDC), mobile access to the Internet, instant messaging, music and more are seen spurring a nearly fivefold run-up in worldwide sales of smart handheld devices by 2004, creating a market for those products valued at approximately $26 billion. To enable the widest possible distribution of the Audible service, our strategy is to work with digital device manufacturers to enable their devices to be AudibleReady™.

      Audible is also developing relationships with cell phone companies and other high technology providers. Cell phone technology is the ideal match for hand-held digital audio players. This combination of wireless freedom and digital transmission will in the future allow a consumer to download from a library of audio recordings and bypass the anchored desktop PC. This freedom to download wirelessly will allow unprecedented convenience for consumers. Micrologic Research reports that the number of worldwide cellular subscribers grew by 255 million in 2001.

      Our CD burning feature makes the Audible service attractive to a wider audience. IDC estimates that the number of CD burners will increase from 120 million in 2001 to 546 million in 2005 and that sales of blank audio CDs have surpassed sales of music CDs.

      The confluence of the Internet as an increasingly accepted media distribution channel, the widespread adoption of audio-enabled mobile devices and the continuing growth in consumer demand for content in a variety of formats has resulted in new challenges for the media industry. These challenges include creating a system that takes advantage of revenue opportunities by making content readily accessible through the Internet by compensating publishers and other content creators for quality entertainment and information while preventing unauthorized duplication and distribution. This creates an opportunity for a provider such as Audible that has established a secure system for Internet delivery of premium audio content.

Our Solution

      We have created the Audible service to give consumers the ability to download spoken audio content of their choice from the Internet and to listen to this audio when, where and how they want. The Audible service addresses the market opportunity created by consumer demand for audio content, the emergence of the Internet and the availability of a wide range of hand-held audio-enabled digital players. We created the first service for secure delivery of premium digital spoken audio content over the Internet for playback on personal computers and these devices. Our service allows customers to program their listening time with personalized selections from a wide collection of spoken audio content available at our Web site, audible.com®, including entertainment, news, education and business information. We believe that we have assembled the largest and most diverse collection of premium spoken audio content available for download on the Internet for playback on personal computers, hand-held digital audio players, or to burn to CD for playback on a CD player. We have more than 34,000 hours of audio content currently available on our Web site, including daily selected audio content from publications such as The Wall Street Journal and The New York Times, audio versions of books and periodicals such as Forbes, Scientific American, Harvard Business Review, and radio programs such as Car Talk, Fresh Air, Marketplace and All Things Considered. We provide over 5,000 audiobooks from publishers, including Random House Audio Publishing, Harper Audio, Simon & Schuster Audio and Time Warner AudioBooks, and written by authors such as Tom Clancy, John Grisham, Stephen King, Sidney Sheldon and Mary Higgens Clark. Additionally, Audible is strategically aligned with Random House, Inc.,

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 Benefits to Customers.

      Unlike the traditional ways consumers select, organize and consume spoken audio content, Audible customers can access content of their choice and listen when, where and how they want — whether commuting, exercising, relaxing or sitting at their personal computers.

      Selection. At our Web site, audible.com®, customers can browse and purchase from a large and diverse collection of readily available premium spoken audio content, most of which is currently available in digital format for Internet distribution only through us either pursuant to exclusive arrangements or because, to our knowledge, no one else currently has or is exploiting these rights. Our collection currently includes over 5,000 digital audiobooks in a wide variety of categories. We are the only source of timely digital audio editions of leading newspapers and selected periodicals. We also offer popular and special interest radio programming, including interviews, commentaries and talk radio. Our collection also contains selections that are difficult to find or may not otherwise be readily or conveniently available to customers, such as lectures, speeches and works developed exclusively for Audible.com. We have over 12,000 of these other audio selections in addition to our audiobooks.

      Convenience. Audible.com provides customers with one-stop shopping for their premium digital spoken audio. Our customers can browse and sample spoken audio selections through our easy to navigate Web site. Our customers can enroll in AudibleListener™, a monthly subscription program entitling customers to download content of their choice, purchase bundled packages of selected audio titles as well as choose automated delivery of timely audio content on a subscription basis. Unlike traditional and online bookstores, which are subject to physical inventory constraints and shipping delays, we provide a service that is readily available in digital format and can be quickly delivered over the Internet directly to our customers.

      Listening Experience. Unlike terrestrial and satellite radio, which offer limited programming and no ability for the listener to control broadcast times, our service enables customers to take greater control of their time and their listening experience. Customers choose to listen to what they want, when and where they want. Additionally, customers can choose from five different fidelity options for their listening. Our service also allows customers to skip between selections or individual articles or chapters within selections. Customers can pause and resume listening where they left off and can “bookmark” multiple sections of content, rather than be constrained by the rewind and fast forward functions of cassette tape players.

      Mobility. We offer our customers a choice of listening options tailored to their lifestyle. Customers can listen to their audio with an AudibleReady digital audio device, using a CD player, via an automobile jukebox or from their audio equipped desktop computer.

      Value. We provide customers with what we believe is a terrific value proposition in our AudibleListener program, where for a fixed monthly fee, the customer can download programs of their choice. Individual titles are typically priced 35% less than the same audiobook on cassette or CD, and if purchased within the AudibleListener® membership plan, discounts compared to cassette or CD move into the 60% range.

 Benefits to Business Affiliates.

      We help content creators, device manufacturers and other companies that distribute our products or promote our service to their customers to create incremental sources of revenue by aggregating premium audio content and providing a widely-accepted system for digital spoken audio distribution.

      Content creators. We provide a new source of revenue for publishers of newspapers, magazines, journals, newsletters, professional publications and business information and producers of radio broadcasts by creating a new market for content that is too timely for distribution on cassette tape or compact disc and generally too specialized for widely-broadcast radio programs. Additionally, our electronic delivery service

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      Older publications, including archived or out-of-print content, when converted to digital audio form, can also provide additional revenue while incurring relatively low costs for storing and delivering electronic inventory. Our solution has the benefit of reducing the risk of audio files being copied without authorization by employing a system designed to limit playback of audio files to specifically identified personal computers and digital audio players. Unlike the new online music services, as of December 31, 2002, Audible was the only commercially viable source on the Internet that provided secure audio downloads for listening on portable digital audio players.

      CD burning software providers. Leading CD burning software providers have agreed to support and promote the capability for Audible customers to burn the content they purchase to CD for playback in portable CD players or in CD players installed in automobiles. These CD burning software providers usually receive a percentage of revenue Audible receives from customers who burn their content to CD.

      Device manufacturers. Major manufacturers of audio-enabled digital players, such as Apple Corp., Handspring, Compaq Computer Corporation, Hewlett-Packard, Kenwood, and Palm, have agreed to support and promote the secure playback of our content on their devices. SONICblue Incorporated’s Rio Audio Group has agreed to promote our service with its Rio 500, 600, 800 and 900 hand-held digital audio players. The PhatNoise Car Audio System, among the first high-capacity media jukeboxes designed specifically for automobiles, is capable of playing content purchased from Audible. Our service provides these manufacturers with an attractive application that takes advantage of the audio capability of their digital audio devices, which may in turn, increase their sales. In most cases, these manufacturers also receive a percentage of the revenue generated over a specified period of time by each new Audible customer referred by them. Such costs are recorded in sales and marketing expense.

      We also sell our own hand-held digital audio player called the Otis™. The Otis is manufactured to our specifications and sold to customers on our website. Marketing the Otis gives Audible the added flexibility of pricing, inventory control and special sales opportunities.

      Companies, which distribute our products or promote our service. We have entered into marketing agreements with Apple Corp., Roxio, Palm, Toshiba, Cox Communications, Amazon.com, Microsoft, The New York Times Company and Dow Jones (The Wall Street Journal) to promote our content to their customers, either directly or indirectly. In return, we have access to additional distribution outlets. We have agreed with these companies to compensate them from sales of our content to their customers.

Our Strategy

      Our objective is to enhance our position as the leading provider of subscription based, Internet-delivered, premium spoken audio content to the extent our cash flow permits. Key elements of our strategy to achieve this goal include:

     Increase brand awareness.

      We seek to make “Audible” a recognizable brand. We continue to use the AudibleReady® brand to signify that a player is enabled to play back Audible content. We are continuing to enhance brand awareness of the Audible service and increase visitors to our Web site by expanding our marketing efforts through online initiatives as well as co-marketing agreements. Online initiatives include a wide range of promotion vehicles that we use to communicate with existing customers as well as prospective customers. We also have a well-developed “customer-get-customer” program. Our co-marketing agreements and business relationships with cable television operators, CD burning software providers, our retail partners, Amazon.com and AudibleReady® player manufacturers are key elements of our plans to make potential customers aware of, and to encourage them to try our service. We continue to seek to enter into agreements with content providers as well

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     Expand content collection.

      We plan to acquire more Internet distribution rights to digital audio versions of books, newspapers, radio broadcasts, magazines, journals, newsletters, conferences, seminars, performances, lectures and speeches. With selected content providers, we plan to create additional timely digital audio editions of newspapers, periodicals and other content not otherwise available to consumers in audio format. We intend to continue to differentiate our service by expanding our collection of exclusive, original and topic-specific content, building a collection unconstrained by traditional physical inventory concerns.

     Enable additional electronic devices, wireless phones and systems to be AudibleReady®.

      We intend to continue to work with the manufacturers of hand-held electronic devices to support and promote the playback of Audible content on their players. We also seek to make AudibleReady® future generations of audio players that use the MP3 audio format, a digital compression format that is currently used primarily for music playback. We are seeking to expand the AudibleReady® program to include other mobile players, such as wireless phones, other hand-held computing devices as they become audio-enabled, and automobile-based media jukeboxes and personal computers. We continue to offer a packaged software library to partners who wish to add Audible support to their desktop end-user audio management application.

     Continue to improve the customer experience.

      We intend to make the Audible service increasingly easy for customers to use and personalize. We intend to take advantage of the flexibility of our online distribution system to offer a variety of selections, pricing and subscription models designed to maximize customer satisfaction and to generate recurring revenue. We continue to enhance audible.com® to make it easier for customers to find specific selections and to actively suggest selections that might be of interest to them based on their prior purchasing patterns. We also are enhancing our AudibleManager® software to make it simpler for customers to manage their personal audio content selections and automate downloads and transfers of content to mobile players. We provide customer service via telephone and email.

The Audible Service

      Audible’s integrated spoken audio delivery service includes five components: (1) our Web site, audible.com®; (2) our collection of digital audio content; (3) our software for securing, downloading, managing, scheduling and playing audio selections; (4) a variety of AudibleReady® players; and (5) other services.

     Audible.com®.

      Our Web site, audible.com®, delivers a large and diverse selection of premium digital spoken audio content in a secure format through the Internet. At audible.com®, visitors can browse, search for, sample, purchase, subscribe to, schedule, stream and download digital audio content. Customers can also contribute reviews and rate the content at www.audible.com, which other customers may use as part of their purchasing decision. One hour of spoken audio in our Format 1, requires about two megabytes of storage, takes approximately 12-15 minutes to download to a personal computer using a 28 kbps modem, approximately eight minutes using a 56 kbps modem or approximately ten seconds using a high speed Internet connection, and less than one minute to transfer the content from the personal computer to an AudibleReady® player. Customers are offered up to five different fidelity options, allowing them to trade off between fidelity and speed of download from the Internet. According to The Wall Street Journal, more than 15 million American households have broadband connections. Veronis Suhler projects that by 2005, 68.4 million U.S. households will be online and that by 2006, 41% of online households will subscribe to a broadband Internet connection.

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     Digital audio content.

      We currently offer more than 5,000 digital audiobooks and more than 12,000 other audio selections comprising over 34,000 hours of digital spoken audio content, segmented in four categories:

	•	Audiobooks. We offer a wide selection of audiobooks. We offer both abridged (typically three to ten hours long) and unabridged (typically five to 20 hours long) versions of books, read by the authors or by professional narrators.
	•	Timely audio editions of print publications. Our service enables the timely distribution of audio editions of newspapers and periodicals previously available only in print. We offer a 40-minute daily audio edition of The New York Times and selected audio content from The Wall Street Journal. We also offer audio editions of Forbes, Scientific American, Science News, Harvard Management Update, Harvard Health Letter, and others.
	•	Radio broadcasts. We offer popular and special-interest public radio programs shortly after they are originally broadcast so our customers have the flexibility to listen to these programs when and where they want. We offer audio versions of broadcasts such as Fresh Air, Marketplace, This American Life, The News from Lake Wobegon, Car Talk, and Science Friday.
	•	Lectures, speeches, performances and other audio. We offer a broad selection of lectures, speeches, dramatic and comedy performances, educational and self-improvement materials, religious and spiritual content and other forms of spoken audio, many of which are difficult to find from any other source. We also offer specialty content created exclusively for audible.com®, for example, programs featuring actor Robin Williams.

      We currently have licensed Internet distribution rights to audio content from more than 125 publishers, producers of radio content and other content creators. Our license agreements are typically for terms of one to three years, and many provide us with exclusive Internet distribution rights. Under most licensing arrangements, we pay the content creator a portion of the revenue we receive. In some of our current arrangements, we also pay a guaranteed advance against the content creator’s revenue share.

      In most cases, we license audio recordings from publishers and content creators. In other cases, such as with The New York Times and The Wall Street Journal, we record and produce audio versions from the print publications. In all cases, we convert the audio into our compressed, secure, digital format.

     Audible software.

      Our software consists of AudibleManager® for downloading, managing, scheduling and playing audio selections and AudiblePlayer® for Pocket PC personal digital assistants (PDA’s) and for Palm OS5 PDA’s.

      AudibleManager® enables our customers to download and listen to digital spoken audio content and transfer it to an AudibleReady® player for mobile playback. AudibleManager™ implements Audible’s system for ensuring that downloaded content is playable by authorized players and devices. AudibleManager® can also be used to organize individual selections, to specify listening preferences, to manage delivery options for subscriptions, and burn purchased audio to CDs. Selections that exceed playback time limitations on a customer’s hand-held electronic device can be listened to over successive sessions by reconnecting the player to the customer’s personal computer and initiating a synchronization command that automatically replaces the sections that have been played with new content.

      Our AudiblePlayer® software enables users of hand-held PDA’s to control and customize their listening experience. Unlike cassette tape, AudibleReady® players allow fast navigation of the content through section markers and bookmarks that can be set by the user. Users can skip between selections, individual articles or chapters, effectively allowing them to control the listening experience.

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     AudibleReady® devices.

      AudibleReady® players are personal computers and other electronic devices that have a speaker or an audio output jack and can play back our audio content. The AudibleManager® and AudiblePlayer®software enable these devices to receive and play back Audible content and are available for download from audible.com®. Several player manufacturers have bundled the AudiblePlayer® software with their devices. The audio output jack of these players can work with headphones or a cassette adaptor to enable the content to be played through a car stereo system. Audible customers may also burn their audio to audio compact discs for listening through a CD player. Apple iTunes3 incorporates AudibleReady®features to enable owners of the Apple iPod and the Audible Otis to download and listen to spoken audio from Audible using their Apple computer.

      We have formed co-marketing relationships with a number of consumer electronics and computer companies to promote AudibleReady® electronic devices and our content to consumers. The device manufacturers are generally required to promote the Audible service through a variety of means, which may include (1) displaying the AudibleReady® logo on their players, (2) displaying the AudibleReady® logo on the outside of the player package, (3) including our brochures inside the player package and (4) referring to Audible and AudibleReady® in their brochures and manuals. In most cases, the device manufacturers receive a percentage of the revenue related to the content purchased by owners of their AudibleReady® players. These revenue sharing arrangements typically last a period of time from the date the device owner becomes an Audible customer.

      We have a co-marketing agreement with Roxio, under which its CD burning software has been made capable of burning content purchased from Audible onto CDs. Under this agreement, Roxio will promote the Audible service. Audible will pay Roxio a percentage of the revenue collected from customers who begin using the Audible service as a direct result of the software company’s marketing efforts.

     Other services.

      We also provide the Audible® service to over 50 public library and school library systems .

Competition

      The market for the sale and delivery of spoken audio is highly competitive and rapidly changing. Principal competitive factors in the spoken audio market include:

	•	selection;
	•	price;
	•	speed of delivery;
	•	protection of intellectual property;
	•	timeliness;
	•	convenience; and
	•	sound quality.

      Although we believe that we currently compete favorably with respect to these factors, we cannot be sure that we can maintain our competitive position against current or new competitors, especially those with longer operating histories, greater name recognition and substantially greater financial, technical, marketing, management, service, support and other resources.

      We compete with (1) traditional and online retail stores, catalogs, clubs and libraries that sell, rent or loan audiobooks on cassette tape or compact disc, (2) Web sites that offer streaming access to spoken audio content using tools such as the RealPlayer or Windows Media Player and (3) other companies offering other pay-to-listen audio services, such as satellite radio.

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      Audiobooks on cassette tape or compact disc have been available from a variety of sources for a number of years. Traditional bookstores, such as Borders and Barnes & Noble, and online bookstores, such as barnesandnoble.com offer a variety of audiobooks. The Audio Book Club offers discounted audiobooks by mail order. MediaBay offers a small number of digital downloads of spoken audio. Rental services, such as Books on Tape, offer low pricing for time-limited usage of audiobooks, and libraries loan a limited selection of audiobooks. One or more of these competitors might develop a competing electronic service for delivering audio content.

      Competition from Web sites that provide streaming audio content is intense and is expected to increase significantly in the future. Online music services such as Pressplay, MusicNet, Listen.com and Full Audio offer a wide selection of streaming and downloadable music content. These companies and portal companies including America Online, Yahoo! or MSN may in the future compete directly with us by selling premium spoken audio content for digital download.

      Our content providers and other media companies may choose to provide digital audio content directly to consumers. In addition, a small number of companies control primary or secondary access to a significant percentage of Internet users and therefore have a competitive advantage in marketing to those users. These providers could use or adapt their current technology, or could purchase technology, to provide a service that directly competes with the Audible service.

      Many of these companies have significantly greater brand recognition and financial, technical, marketing and other resources than we do. We also expect competition to intensify and the number of competitors to increase significantly in the future as technology advances providing alternative methods to deliver digital audio content through the Internet, satellite, wireless data, digital radio or other means.

Intellectual Property and Proprietary Rights

      We regard our patents, copyrights, service marks, trademarks, trade dress, trade secrets and similar intellectual property as critical to our success. To protect our proprietary rights, we rely on a combination of patent, trademark and copyright law, trade secret protection and confidentiality and license agreements with our employees, customers, business affiliates and others. Notwithstanding these precautions, others may be able to use our intellectual property or trade secrets without our authorization. If we are unable to adequately protect our intellectual property, it could materially affect our financial performance. In addition, potential competitors may be able to develop technologies or services similar to ours without infringing our patents.

      We hold nine patents and have filed several continuations cases containing multiple claims covering and further expanding various aspects of the Audible system. We do not know if the other pending patents will ever be issued and, if issued, if they will survive legal challenges. Legal challenges to our patents, whether successful or not, may be very expensive to defend.

      We have applied for registration in the United States of several of our trademarks and service marks, including but not limited to “Audible Entertainment”, “Audible Entertainment Network”, “AudibleListener”, “Audible Hear, There, and Everywhere”, and “Who You Gonna Listen To”. “Audible”, “audible.com”, “AudibleManager” “AudibleReady” and “AudiblePlayer®” have been registered. We do not know if all of these marks will be registered or that we will effectively protect the use of these names. In addition, we have begun to take affirmative steps to protect our trademarks outside of the United States and effective trademark, service mark, and copyright protection is not necessarily available in every country in which our services are available online.

      We also license some of our intellectual property to others, including our AudibleReady® technology and various trademarks and copyrighted material. While we attempt to ensure that the quality of our brand is maintained, others might take actions that materially harm the value of either these proprietary rights or our reputation.

      We license technology from others, including elements of our compression-decompression technology that we incorporate into the Audible® system. If these technologies become unavailable to us, we would need to license other technology, which would require us to redesign our system and recode our content. Although

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General

      We were incorporated in 1995 in the State of Delaware and commenced commercial operations in 1997. Our principal offices are located at 65 Willowbrook Boulevard, Wayne, NJ 07470. Our telephone number is (973) 837-2700.

Employees

      As of December 31, 2002, we had a total of 65 full-time employees; 13 in production, 29 in sales and marketing which includes 19 in customer support, 20 in development, and three in general and administrative.

Item 2.     Properties.

      Our principal administrative, sales and marketing, research and development and production facility is located at 65 Willowbrook Boulevard, Wayne, New Jersey, 07470, where we lease approximately 22,000 square feet. Our lease expires on June 30, 2003. Prior to the expiration date we expect to negotiate a new lease extension.

Item 3.     Legal Proceedings.

      On May 21, 2001, a complaint was filed in the District Court of Larimer County, Colorado on behalf of a plaintiff who is under indictment for attempted fraud and extortion against Audible, Inc. in early 2000. The Complaint alleged breach of contract, promissory stoppel, fraud, unjust enrichment, breach of duty of good faith and fair dealing, and “outrageous conduct” based on “negotiations” conducted over the Internet with the assistance of the FBI in order to locate and arrest the plaintiff. The damages sought include the items negotiated for (approximately $107,000 in value), attorney’s fees and costs, exemplary damages in an unspecified amount, and punitive damages. Audible has noticed the removal of the case to the Federal District Court for Colorado based on diversity jurisdiction. The plaintiff agreed to dismiss his case with prejudice based on the claims we made in our Answer to the complaint and the final dismissal order was issued on October 2, 2001 at no cost to the Company.

      In September 2001, the Company and certain of its officers, directors and former directors, were named as defendants in several putative class actions filed in the United States District Court for the Southern District of New York. The investment banking firms that were involved in the Company’s 1999 initial public offering (the “IPO”) have also been named as defendants. The gist of the plaintiffs’ claims is that the underwriter defendants allegedly allocated the opportunity to participate in the IPO by requiring their customers to pay “kickbacks” in excess of the normal commissions and to make subsequent purchases in the after market at prices in excess of the IPO price. Allegedly, the amounts of the “kickbacks” were sometimes calculated as a percentage of the customer’s paper profits over some specified period of time after the IPO. It is alleged that these practices were not disclosed in the registration statement and prospectus for the IPO and that, as a result, the defendants violated various provisions of the federal securities laws. Certain of the complaints purport to set forth claims on behalf of persons who acquired the Company’s common stock from July 16, 1999 to September 11, 2001. One other complaint purports to represent a class of persons who acquired the Company’s common stock between July 16, 1999 and December 6, 2000. The complaints do not

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      The cases have been consolidated and have been assigned to the same judge who is handling virtually identical cases filed against hundreds of other companies that completed initial public offerings between 1998 and 2000. The Company and the individual defendants have been given an indefinite extension of time to respond to the complaints while the plaintiffs focus on pursuing their claims against the underwriters. The Company believes that the claims against it have no merit and, more specifically, contends that it and the individual defendants were not aware of the alleged practices, if they occurred. The Company and the individual defendants have notified the underwriters who were involved in the Company’s IPO that they expect those underwriters to indemnify them pursuant to the terms of the underwriting agreement between the Company and the underwriters.

      On July 1, 2002, the underwriter defendants in the consolidated actions moved to dismiss all of the IPO Litigations, including the action involving the Company. On July 15, 2002, the Company, along with other non-underwriter defendants in the coordinated cases, also moved to dismiss the litigation. Those motions were fully briefed on September 13 and September 27, 2002, respectively. Those motions have not yet been decided. Due to the inherent uncertainties of litigation and because the litigation is at a preliminary stage, we cannot accurately predict the ultimate outcome of the motions. In addition, the individual defendants in the IPO Litigation signed a tolling agreement and were dismissed from the action without prejudice on October 9, 2002.

Item 4.     Submission of Matters to a Vote of Security Holders.

      None.

PART II

      Our common stock was traded on the Nasdaq National Market under the symbol “ABDL” from our public offering on July 16, 1999 through August 6, 2002, at which time we moved to the Nasdaq Small Cap Market. On February 18, 2003 our stock began trading on the Over-the-Counter Market (OTCBB) under the symbol “ADBL.OB”. Prior to July 16, 1999, there was no established public trading market for any of our securities.

      On October 29, 2002, we received a Nasdaq Listing Qualifications letter advising us that our stock had closed below the $1.00 per share requirement for the last 180 consecutive trading days. On November 27, 2002, we received notification from Nasdaq that we did not comply with the shareholders’ equity/market value of listed securities/net income requirement, as set forth in Nasdaq Marketplace Rule 4310(c)(2)(B). On December 19, 2002, we attended an oral hearing before the Nasdaq Listing Qualifications Panel. On January 13, 2003 the Nasdaq Listing Qualifications Panel granted us an exception through February 18, 2003. The exception required us to demonstrate a minimum bid price per share and a minimum amount of shareholders’ equity in order to maintain our stock listing on the Nasdaq SmallCap Market. We concluded that it would not be in the best interest of our shareholders to take the steps required to meet these minimums. As a result, we notified Nasdaq that we would not meet these minimums and on February 18, 2003 our stock began trading on the OTCBB.

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      The following table sets forth, for the periods indicated, the range of high and low closing sales prices for our common stock as reported on the Nasdaq National Market, Nasdaq Small Cap Market or Over-the-Counter BB.

      On March 20, 2003, the last reported sale price of our common stock was $0.28 per share. As of March 20, 2003, we had approximately 190 stockholders.

      We have never paid or declared any cash dividends on our common stock. Our present policy is to retain any earnings to finance the growth and development of the business and, therefore, we do not anticipate declaring or paying cash dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

      From January 2002 through December 2002, we sold and issued the following unregistered securities:

      In January 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.46 per share, which expires January 1, 2007.

      In February 2002, in connection with a services agreement, we issued a warrant to purchase 5,000 shares of common stock at a price of $0.88 per share, which expires February 22, 2007.

      In February 2002, in connection with a services agreement, we issued a warrant to purchase 2,500 shares of common stock at a price of $0.85 per share, which expires February 28, 2007.

      In June 2002, in connection with a services agreement, we issued a warrant to purchase 5,000 shares of common stock at a price of $0.50 per share, which expires June 4, 2007.

      In June 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.32 per share, which expires June 28, 2007.

      In August 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.45 per share, which expires August 2, 2007.

      In September 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.40 per share, which expires September 3, 2007.

      In October 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.32 per share, which expires October 1, 2007.

      In November 2002, in connection with a technology license, we issued 50,000 shares of common stock.

      In November 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.55 per share, which expires November 1, 2007.

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      In December 2002, in connection with a services agreement, we issued a warrant to purchase 6,000 shares of common stock at a price of $0.46 per share, which expires December 2, 2007.

      The above securities were offered and sold by us in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933 as transactions not involving any public offering.

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      The selected financial data set forth below should be read in conjunction with the financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information appearing elsewhere in this Form 10-K. The selected financial data set forth below as of December 31, 2001 and 2002 and for the years ended December 31, 2000, 2001 and 2002, are derived from, and are qualified by reference to, our audited financial statements included elsewhere in this Form 10-K. The selected financial data set forth below as of December 31, 1998, 1999 and 2000, and for the years ended December 31, 1998 and 1999 are derived from our audited financial statements not included in this Form 10-K.

Selected Financial Data

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      The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K.

      This Annual Report on Form 10-K contains forward-looking statements and information relating to our company. We generally identify forward-looking statements in this prospectus using words like “believe,” “intend,” “will,” “expect,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate,” “seek” or similar terminology. These statements are based on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual results may differ significantly from the results discussed in these forward-looking statements.

Overview

      We are the leading provider of subscription based, premium spoken audio content, such as audio versions of books, newspapers, newsletters, magazines and radio programs, that is delivered over the Internet. The Audible service allows consumers to purchase and download content from our Web site www.audible.com®. Our customers listen to their audio in a variety of ways. Most of our customers download their audio to personal computers and then either transfer the audio to portable digital audio players or burn the content to CDs for playback on their CD players. We were incorporated in 1995, commenced commercial operations in October 1997, and through March 31, 1999, we were in the development stage for financial reporting purposes. Subsequent to March 31, 1999, we substantially completed our development efforts in establishing our business and accordingly no longer consider ourselves a development stage company.

      We offer customers the opportunity to subscribe to AudibleListener®, a monthly audio service. For a fixed monthly fee, AudibleListener® customers may download their choice of programs from our Web site. More than 34,000 hours of audio content, much of which is available in digital audio format only at www.audible.com®, is currently available on our Web site. We also sell at our web site our own digital audio player under the brand name of Otis®, which is manufactured to our specifications in Korea. Customers can also access content products sold by Audible through www.amazon.com. Several manufacturers, including Apple Corp., Palm, Hewlett-Packard, Sony Electronics, Kenwood, Handspring, Franklin Electronic Publishers, Digisette, LLC., and SONICblue Incorporated’s Rio Audio Group, have agreed to support and promote the playback of our content on their hand-held electronic devices by including our Audible software on their devices. We have added a CD burning feature to the Audible service, enabling our customers to listen on their CD players.

      Revenue from the sale of audio content and services has increased in each of the last four quarters. Over 225,000 customers have purchased content from our Website.

      Although we have experienced revenue growth in our content sales in recent periods, there can be no assurance that such growth rates are sustainable, and therefore such growth rates should not be considered indicative of future operating results. There can also be no assurance that we will be able to continue to increase our revenue or attain profitability or, if increases in revenue and profitability are achieved, that they can be sustained. We believe that period-to-period comparisons of our historical operating results are not meaningful and should not be relied upon as an indication of future performance.

      In November 1998, we entered into an agreement with Microsoft Corporation (“Microsoft”), one of our stockholders, to integrate some of our products, grant various rights and licenses and provide for Microsoft to be paid future royalties for content distributed as a result of the customized software developed under the agreement. Microsoft has paid us the minimum committed payments of $2,000,000 to integrate products and acquire various products, rights and licenses. Microsoft advanced us $1,500,000 of the total $2.0 million in November 1998 in consideration of Audible granting Microsoft the right to distribute software enabling users of Microsoft platforms to access and use Audible content. We allocated $50,000 of this advance to certain business development work that was recognized as a reduction of general and administrative expense during

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      We are party to several joint marketing agreements with device manufacturers such as Apple, Palm, Hewlett-Packard, Sony Electronics, Kenwood, and SONICblue Incorporated’s Rio Audio Group. Under these agreements, device manufacturers receive a portion of the revenue generated over a specified period of time by each new Audible customer referred by them through the purchase of a new player. For example, a purchaser of Compaq’s hand-held electronic device is able to use the device and our AudibleManager software to access audible.com and download content. Compaq receives a percentage of the revenue related to content downloaded by this customer. These revenue sharing arrangements typically last one or two years from the date the player user becomes an Audible customer.

      In January 2000, we entered into two agreements with Amazon.com. We became the exclusive provider of digital spoken audio to Amazon.com, as defined in the Co-Branding, Marketing and Distribution Agreement, as amended. During the three-year term of this agreement, in consideration for certain services, Amazon is entitled to $22,500,000 plus a specified percentage of revenue earned over a threshold amount in addition to common stock warrants. Under the Securities Purchase Agreement dated January 30, 2000, Amazon.com purchased 1,340,033 shares of common stock from the Company for $20,000,000. The first $20,000,000 in payments due to Amazon.com under the amended Co-Branding, Marketing and Distribution Agreement, were offset against the $20,000,000 in consideration due to Audible for the purchase of common stock and no cash was exchanged. Of the remaining $2,500,000 due in cash to Amazon.com under the agreement, $1,000,000 has been paid through December 31, 2002 while the remaining $1,500,000 which was due in 2002 remains unpaid. Resolution of this remaining obligation is currently under discussion between Amazon.com and Audible.

      In May 2000, we entered into a 50-month Co-Publishing, Marketing, and Distribution Agreement with Random House to form a strategic alliance to establish Random House Audible, a publishing imprint, as defined in the agreement, to produce spoken word content specifically suited for digital distribution. All titles published by the imprint will be distributed exclusively on the Internet by Audible. As part of this alliance, Random House, through its Random House Ventures, LLC subsidiary, purchased 169,780 shares of Audible common stock from us for $1,000,000. Over the term of the agreement, we were to contribute towards the funding the acquisition and creation of digital audio titles through Random House Audible. On March 26, 2002, the agreement was amended to waive the cash payment due to Random House in 2002 of $1,250,000, thereby reducing the total payments due under the agreement from $4,000,000 to $2,750,000. In exchange for this waiver, under the amendment we agreed to issue 1,250,000 shares of Series B Convertible Preferred Stock. Through December 31, 2002, $1,250,000 of the $2,750,000 obligation had been paid, with the remaining amount of $1,500,000 due in 2003 and 2004. On February 10,2003 the agreement was further amended so that we no longer are required to pay the $1,500,000 imprint fees that were due in 2003 and 2004.

      In February 2001, Microsoft purchased 2,666,666 shares of Audible Series A Redeemable Convertible Preferred stock for $10,000,000 at a per share price of $3.75. Each share of preferred stock may be converted into four shares of common stock (equivalent to a price of $.9375 per share, which was greater than the common stock price at the date of grant, therefore, no beneficial conversion feature is associated with these preferred shares), subject to adjustment under certain conditions. The Series A Redeemable Convertible Preferred stock is convertible at the option of the holder at any time prior to the fifth anniversary of the original issue date. Dividends are payable semi-annually at a annual rate of 12% in either additional preferred shares or in cash at our option. On the fifth anniversary of the original issue date, we are required to redeem all remaining outstanding shares at a per share price of $3.75 plus all accrued and unpaid dividends.

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      In February 2002, Special Situations Funds purchased 4,069,768 shares of common stock for $3,500,000 at a per share price of $0.86. We received proceeds net of direct costs, of $3,159,000. In connection with this transaction, we issued warrants to purchase an additional 1,220,930 shares of common stock. The warrants are exercisable at a price of $1.15 anytime prior to the fifth anniversary of the issue date. We may demand the warrantholder exercise its rights in the event that the closing bid price of a share of our common stock exceeds $2.30 for twenty consecutive trading sessions.

Results of Operations

      The following table sets forth certain financial data as a percentage of total revenue during 2000, 2001 and 2002.

     2002 Compared to 2001

      Total revenue, net. Total revenue for 2002 was $12,370,000, as compared to $9,071,000 for 2001, an increase of $3,299,000, or 36%.

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      Total content and services revenue. Total content and services revenue for 2002 was $11,288,000, as compared to $7,462,000 for 2001, an increase of $3,826,000, or 51%.

      Consumer content. Consumer content revenue for 2002 was $10,940,000, as compared to $5,143,000 for 2001, an increase of $5,797,000, or 113%. This increase was primarily the result of our increased customer base as well as the effect of an increase in the prices of our AudibleListener® Memberships.

      Services. Services revenue for 2002 was $348,000, as compared to $884,000 for 2001, a decrease of $536,000, or 61%. This decrease was primarily the result of fewer corporate projects.

      Bulk content. Bulk content revenue for 2001 consisted of one cash bulk content sale of $150,000 and four barter bulk content sales totaling $1,285,000. There were no bulk content sales during 2002.

      Hardware. Hardware revenue for 2002 was $932,000, as compared to $1,294,000 for 2001, a decrease of $362,000, or 28%. Hardware revenue decreased as a result of providing our customers with an Audible Otis “free of charge” when the customer signed up for a one year commitment to AudibleListener® Membership.

      Other. Other revenue for 2002, was $150,000, as compared to $316,000 for 2001. Other revenue decreased as a result of the end of the amortization in April 2001 of the advance from Microsoft relating to granting Microsoft the right to distribute software platforms to enable users to access and use Audible content. Other revenue for 2002 included revenue earned from our profit participation from hard copy sales of products in connection with our Random House Audible agreement. Other revenue in both years also included royalties earned from a license granted for certain technology rights to a device manufacturer.

     Operating expenses.

      Cost of content and services revenue. Cost of content and services revenue includes the royalties that we pay publishers, as well as the amortization of publisher royalty advances and equity securities issued in connection with Random House Audible. Cost of content and services revenue was $4,970,000, or 44% of content and services revenue, for 2002, as compared to $4,902,000, or 66% of content and services revenue, for 2001. Included in cost of content and services revenue for 2001, was a charge of $709,000 to reflect the net realizable value of royalty advances, as compared to a charge of $80,000 for 2002. Cost of content and services revenue as a percentage of content and services revenue decreased for 2002 due to the reduction in unrecoupable royalty advances.

      Cost of hardware revenue. Cost of hardware revenue was $2,718,000, or 292% of hardware revenue, for 2002, as compared to $2,858,000, or 221% of hardware revenue, for 2001. This decrease was primarily due to reduced unit costs of hand-held electronic devices in 2002 versus 2001. The increase in cost of hardware revenue as a percentage of hardware revenue was due to providing more customers with and Audible Otis “free of charge” when the customer signed up for a one year commitment to AudibleListener®.

      Production expenses. Production expenses are primarily related to hosting and bandwidth costs incurred in the operation of www.audible.com. Production expenses also include staff costs related to Web site operations, audio production and content acquisition. Production expenses were $3,882,000 for 2002, as compared to $5,636,000 for 2001, a decrease of $1,754,000, or 31%. This decrease was primarily due to a reduction in personnel costs and reduced outside services as a result of our streamlining initiative of July 23, 2001.

      Development. Development costs are primarily staff expenses related to our information technology and Web site infrastructure. Development costs were $2,271,000 for 2002, as compared to $3,322,000 for 2001, a decrease of $1,051,000, or 32%. This decrease was primarily due to a reduction in outside consultants as well as reduced personnel cost as a result of our streamlining initiative of July 23, 2001 offset in part by expenses associated with a technology license.

      Sales and marketing. Sales and marketing expenses were $12,468,000 for 2002, as compared to $15,187,000 for 2001, a decrease of $2,719,000, or 18%. This decrease was due to a reduction in certain advertising costs such as advertising received in connection in barter transactions, web related advertising, tradeshow expenses, warrant charges in connection with a services agreement, reduced personnel costs as well

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      General and administrative. General and administrative expenses include legal fees, audit fees, public company expenses, the Company paid portion of medical plan costs, staff costs, insurance, postage, rent, leasehold improvement amortization and telephone costs. General and administrative expenses were $3,647,000 for 2002, as compared to $4,727,000 for 2001, a decrease of $1,080,000, or 23%. This decrease was primarily due to a reduction in personnel costs as a result of our streamlining initiative of July 23, 2001 offset in part by higher professional fees.

      Other income, net. Other income, net in both periods consisted of interest income offset by interest expense. Interest income was $85,000 for 2002, as compared to $575,000 for 2001, a decrease of $490,000. This decrease was due to less interest income being earned from lower cash and cash equivalent balances available. No interest expense was recognized for 2002, as compared to $10,000 for 2001. This decrease was the result of the expiration of the capital leases entered into for capital equipment.

      State income tax benefit. As a result of selling certain of our New Jersey state income tax loss benefits for cash the Company realized $314,000 in state income tax benefit for 2002, as compared to $327,000 for 2001. Both of these benefits are unique and cannot be considered recurring.

      Accrued dividends on redeemable preferred stock. Accrued dividends on redeemable preferred stock was $1,366,000 for 2002 as compared to $1,049,000 for 2001. This increase was due to the 12% dividends payable to Microsoft as a result of Microsoft’s purchase of 2,666,666 shares of our Series A Redeemable Convertible Preferred Stock in February 2001 as well as additional shares being outstanding during 2002. We have elected to pay dividends due by issuing additional stock rather than by cash.

     2001 Compared to 2000

      Total revenue, net. Total revenue for 2001 was $9,071,000, as compared to $4,549,000 for 2000, an increase of $4,522,000, or 99%.

      Content and services. Content and services revenue for 2001 was $7,462,000, as compared to $2,519,000 for 2000, an increase of $4,943,000, or 196%. Approximately 75% of this increase is the result of our customer base increasing from 51,000 customers to approximately 123,000 customers at the end of 2001. Growth in bulk content sales accounted for 19% of the increase and growth in corporate services accounted for 6% of the increase. Bulk content sales in 2001 of $1,435,000 included barter arrangements whereby $1,285,000 in bulk content was exchanged for advertising. Of the $1,285,000 in advertising purchased approximately $1,071,000 was expensed by the Company during 2001 and $214,000 remained in prepaid expenses.

      Hardware. Hardware revenue for 2001 was $1,293,000, as compared to $1,273,000 for 2000, an increase of $20,000, or 2%. Hardware revenue increased due to selling over 23,000 AudibleReady® digital audio players in 2001, primarily the Rio 600, at a discount when the customer signed up for a one year commitment to AudibleListener®Membership, as compared to 11,000 in 2000.

      Other. Other revenue for 2001 was $316,000, as compared to $757,000 for 2000, a decrease of $441,000, or 58%. Other revenue in 2001 consisted of revenue recognized in connection with our agreement with Microsoft, granting Microsoft the right to distribute software platforms enabling users to access and use Audible content which ended in April 2001, as well as royalties earned from a license granted for certain technology rights to a device manufacturer. Other revenue in 2000 consisted solely of revenue recognized in connection with our agreement with Microsoft, granting Microsoft the right to distribute software platforms enabling users to access and use Audible content.

     Operating expenses.

      Cost of content and services revenue. Cost of content and services revenue includes the royalties that we pay publishers, as well as the amortization of publisher royalty advances. Cost of content and services revenue was $4,902,000, or 66% of content and services revenue, for 2001, as compared to $3,668,000, or 146% of

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      Cost of hardware revenue. Cost of hardware revenue was $2,858,000, or 221% of hardware revenue, for 2001, as compared to $2,572,000, or 202% of hardware revenue, for 2000. This increase was primarily due to our selling more than twice as many digital audio players during 2001 than 2000, mostly offset by a significant reduction in the unit cost per player.

      Production expenses. Production expenses are primarily related to hosting and bandwidth costs incurred in the operation of www.audible.com. Production expenses also include staff costs related to Web site operations, audio production and content acquisition. Production expenses were $5,636,000 for 2001, as compared to $6,458,000 for 2000, a decrease of $822,000, or 13%. This decrease was primarily due to a reduction in personnel costs, decreased use of outside services and consultants, and a decrease of $200,000 in charges associated with the warrants issued in connection with the Microsoft agreement which expired in April 2001.

      Development. Development costs are primarily staff expenses related to our information technology and Web site infrastructure. Development costs were $3,322,000 for 2001, as compared to $4,445,000 for 2000, a decrease of $1,123,000, or 25%. This decrease was primarily due to a reduction in outside consultants as well as reduced personnel costs as a result of completing in early 2001 the upgrade of our Web site.

      Sales and marketing. Sales and marketing expenses were $15,187,000 for 2001, as compared to $16,052,000 for 2000, a decrease of $865,000, or 5%. This decrease was primarily due to a decrease of approximately $2,600,000 in expenses in connection with our Co-Marketing Agreement with Amazon.com as a result of the amendment signed in January 2002, offset in part by higher advertising costs associated with increased marketing efforts. Included in our 2001 advertising costs is $1,071,000 related to barter advertising. No barter transactions were completed during 2000.

      General and administrative. General and administrative expenses include legal fees, audit fees, public company expenses, the Company paid portion of medical plan costs, staff costs, insurance, postage, rent, leasehold improvement amortization and telephone costs. General and administrative expenses were $4,727,000 for 2001, as compared to $5,548,000 for 2000, a decrease of $821,000, or 15%. This decrease was primarily due to a reduction in personnel costs and decreased professional fees such as legal and recruiting expenses, offset in part by an increase in depreciation expense associated with leasehold improvements in our corporate offices and severance expenses recognized in 2001 in connection with our streamlining initiative.

      Other (income) expense, net. Interest income was $575,000 for 2001, as compared to $1,624,000 for 2000, a decrease of $1,049,000. This decrease was due to less interest income being earned from our lower cash and cash equivalent and short-term investment balances in 2001. Interest expense was $10,000 for 2001, as compared to $22,000 for 2000, a decrease of $12,000. This decrease was due to the end of our capital leases in 2001.

      State income tax benefit. As a result of selling certain of our New Jersey state income tax loss benefits for cash the Company realized $327,000 in state income tax benefit for 2001, as compared to $316,000 for 2000. Both of these benefits are unique and cannot be considered recurring.

      Accrued dividends on redeemable preferred stock. Accrued dividends on redeemable preferred stock was $1,049,000 for 2001. These dividends represent the 12% dividends payable to Microsoft as a result of

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Critical Accounting Policies

      Our critical accounting policies are as follows:

	•	revenue recognition;
	•	royalty expense;
	•	warrants issued to non-employees in exchange for goods and services; and
	•	employee stock-based compensation arrangements.

      Revenue Recognition: Our revenue is derived from three main categories: (1) content and services revenue, which includes consumer content, corporate services and bulk content sales; (2) hardware revenue; and (3) other revenue.

     Content and Services:

      Consumer content revenue consists of content sales made from our website. Revenue from the sale of individual content titles is recognized in the period when the content is downloaded and the customer’s credit card is processed. Revenue from the sale of content subscriptions is recognized pro rata over the term of the subscription period. Revenue from the sale of AudibleListener® memberships is recognized straight-line each month the customer participates in the program. Revenue from the sale of prepaid discounted content packages and gift programs are recognized the earlier of when the content is downloaded or expiration. Rebates are recorded as a reduction of revenue over the period in which the related revenue is recognized. Bad debt expense resulting from uncollectible credit card transactions is expensed as a component of general and administrative expenses. Bad debt expense has not been material. In addition, beginning in late 2001 our credit card authorization process is being conducted on a real-time basis, thereby increasing collectibility.

      Corporate service revenue consists of audio production services. Corporate service revenue is recognized as services are performed after the agreement has been finalized, the price is fixed, and collectibility is assured. Collectibility is based on past transaction history and credit worthiness of the customer. Under multiple element corporate arrangements, the fair value of different elements cannot usually be determined since we do not sell the items separately, therefore revenue is recognized on a straight-line basis over the term of the agreement.

      Bulk content revenue consisted of sales of negotiated numbers of downloadable rights of selected content material to entities for their distribution. Bulk content sales potentially allow for additional exposure of our products through distribution channels not normally available to us. Bulk content revenue is recognized after the agreement has been finalized, the price is fixed, collectibility is assured and the content is delivered via either CD-ROM or electronic transfer and accepted without further obligation on our part. Collectibility is based on past transaction history and credit worthiness of the customer.

      In 2001 the majority of our bulk content revenue was the result of barter transactions in which we exchanged bulk content for advertising. Revenue from barter transactions is recognized based on the fair value of the consideration surrendered or received, whichever is more readily determinable. Advertising received under barter arrangements is recognized in the period the advertising is broadcasted. There were no bulk content revenue transactions in 2002.

     Hardware:

      Hardware revenue consists of sales of AudibleReady digital audio players sold primarily at a discount or given away when a customer signs up for a one year commitment to our AudibleListener® Membership. For these multiple-element arrangements in which a customer signs up for a one year membership and receives an

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     Other:

      Other revenue from our profit participation from hard copy sales of products in connection with our agreement with Random House is recognized upon receipt of the final sales data from Random House. Other revenue from a license granted for certain technology rights to a device manufacturer is recognized on a straight-line basis over the term of the agreement. Other revenue recognized in 2001 was in connection with our agreement with Microsoft, granting Microsoft the right to distribute software platforms enabling users to access and use Audible content which ended in April 2001. We recognized this revenue on a straight-line basis beginning in the quarter ended September 30, 1999 through the term of the agreement which ended in April 2001.

      Royalty Expense: Royalty expense is a component of Cost of Content and Services Revenue, and includes amortization of guaranteed royalty obligations to various content providers, earned royalties on sales of content, and net realizable value adjustments to royalty advances. Many of our early content provider agreements contained guaranteed amounts due to the provider. Anticipating that sales from these agreements would not be sufficient to offset the amount of the guarantees, we adopted a policy of amortizing royalty guarantees straight-line over the term of the royalty agreement, or expensing the royalty guarantees as earned, whichever was sooner. In addition, each quarter we review and compare any remaining unamortized guarantee balance with current and projected sales by provider to determine if any additional net realizable value adjustments are required. Royalty expense for sales of content where the provider royalty agreement has no guarantee advance is calculated by multiplying the net sales generated by that provider by the percentage indicated in the royalty agreement.

      Warrants issued to non employees in exchange for goods and services: We occasionally issue warrants to purchase shares of common stock to non employees as part of their compensation for providing goods and services. We account for these warrants in accordance with the Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” The exercise price of the warrants is determined by the closing price of Audible’s common stock on the day of the agreement. Fair value of the warrant issued is estimated using the Black-Scholes model with the best available assumptions concerning risk free interest rate, life of the warrant, dividend yield and expected volatility. The fair value of the warrant is expensed on a straight-line basis over the term of the agreement and is recorded within the operating expense line item that best represents the nature of the goods and services provided. Depending on the terms of the warrant, the Company applies variable plan or fixed plan accounting in accordance with EITF No. 96-18.

      Employee Stock-Based Compensation arrangements: Our 1999 Stock Incentive Plan permits the granting of stock options, stock appreciation rights, restricted or unrestricted stock awards, performance rights and other stock based awards to employees. For options granted to new Audible employees as part of their compensation package, the exercise price is determined by the closing price of Audible’s stock on the day immediately proceeding the employees start date. For additional option grants made to existing employees, the exercise price is determined by the closing price on the day immediately proceeding the grant date. The majority of the options granted vest over a fifty month period and expire ten years from the date of the grant. We apply Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and Financial Accounting Standards Board (FASB) Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation — an Interpretation of APB Opinion No. 25,” in accounting for our stock-based compensation, as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148. For options

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Factors Affecting Operating Results

      We have only a limited operating history with which to evaluate our business and prospects. Our limited operating history and emerging nature of the market for Internet-delivered audio content makes predicting our future operating results difficult. In addition, our prospects must be considered in light of the risks and uncertainties encountered by companies in the early stages of development in new and rapidly evolving markets, specifically the rapidly evolving market for delivery of audio content over the Internet. These risks include our ability to:

	•	acquire and retain customers;
	•	build awareness and acceptance of audible.com, the AudibleReady format and AudibleReady devices;
	•	extend existing and acquire new content provider relationships;
	•	manage growth to stay competitive and fulfill customer demand; and
	•	generate cash from operations and/or raise capital.

If we fail to manage these risks successfully, it would materially adversely affect our financial performance.

      As of December 31, 2002, we had not entered into any derivative financial instruments, other financial instruments or derivative commodity investments that expose us to material market risk. We currently do not and do not plan to engage in derivative instruments or hedging activities.

      We have incurred significant losses since inception, and as of December 31, 2002, we had an accumulated deficit of $111,748,000. We believe that our success will depend largely on our ability to extend our leadership position as a provider of premium digital spoken audio content over the Internet. Accordingly, we plan to continue to invest in sales and marketing, content acquisition and production over the next several quarters.

      Our operating results have varied on a quarterly basis during our short operating history and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of our control. Factors that may affect our operating results include but are not limited to: (1) the demand for the Audible service; (2) the availability of premium audio content; (3) sales and consumer usage of AudibleReady devices; (4) our ability to acquire new customers; (5) our ability to retain existing customers (6) the introduction of new products or services by a competitor; (7) the cost and availability of acquiring sufficient Web site capacity to meet our customers’ needs; (8) technical difficulties with our computer system or the Internet or system downtime; (9) the cost of acquiring audio content; (10) the amount and timing of capital expenditures and other costs relating to the expansion of our operations; and (11) general economic conditions and economic conditions specific to electronic commerce and online media. In the past, we experienced fluctuations in demand for the Audible service based on the level of marketing expenditures, the occurrence of external publicity and the quality of our software and Web site. Any one of these factors could cause our revenue and operating results to vary significantly in the future. In addition, as a strategic response to changes in the competitive environment, we may from time to time make pricing, service or marketing decisions that could cause significant declines in our quarterly operating revenue.

      Our limited operating history and the emerging nature of our market make prediction of future revenue difficult. We have no assurance that we will be able to predict our future revenue accurately. Because we have a number of fixed expenses, we may be unable to adjust our spending in a timely manner to compensate for unexpected revenue shortfalls. Accordingly, any significant shortfall in relation to our expectations could cause significant declines in our operating results. We believe that our quarterly revenue, expenses and operating results could vary significantly in the future, and that period-to-period comparisons should not be relied upon

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Liquidity and Capital Resources

      From inception through the date prior to our initial public offering (IPO), we financed our operations through private sales of our redeemable convertible preferred stock and warrants. Net proceeds from the sales of redeemable convertible stock and warrants prior to our IPO were $28,719,000 since inception.

      In July 1999, we completed an initial public offering of 4,600,000 shares of common stock at $9.00 per share. Total proceeds were $36,856,000, net of underwriting discounts and commissions of $2,898,000 and offering costs of $1,641,000. Concurrent with the offering, all shares of our redeemable convertible preferred stock were converted into 13,400,985 shares of common stock.

      In February 2001, Microsoft purchased 2,666,666 shares of our Series A Redeemable Convertible Preferred stock for $10,000,000 at a per share price of $3.75. Each share of preferred stock may be converted into four shares of Common Stock, (equivalent to a price of $.9375 per share), subject to adjustment under certain conditions. The Series A Redeemable Convertible Preferred stock is convertible at the option of the holder at any time prior to the fifth anniversary of the original issue date. Dividends are payable semi-annually at a annual rate of 12% either in additional preferred shares or in cash at our option. On the fifth anniversary of the original issue date, Audible is required to redeem all remaining outstanding shares at a per share price of $3.75 plus all accrued and unpaid dividends.

      In February 2002, Special Situations Funds purchased 4,069,768 shares of common stock for $3,500,000 at a per share price of $0.86. We received proceeds net of direct costs, of $3,159,000. In connection with this transaction, the we issued warrants to purchase an additional 1,220,930 shares of common stock. The warrants are exercisable at a price of $1.15 per share anytime prior to the fifth anniversary of the issue date. We may demand the warrantholder exercise its rights in the event that the closing bid price of a share of the our common stock exceeds $2.30 for twenty consecutive trading sessions.

      At December 31, 2002, our principal source of liquidity was $2,822,000 in cash and cash equivalents.

      At December 31, 2002, our principal commitments consisted of operating lease commitments, dividends payable to Microsoft in connection with the sale of Series A Redeemable Convertible Preferred Stock, contractual commitments with content providers and commitments under our agreement with Amazon.com.

      The following table shows future payments due under our commitments and obligations as of December 31, 2002 and incorporates the February 10, 2003 amendment to our Random House agreement.

(1):	Dividends payable in 2003 include $125,257 due as of December 31, 2002, which the Company intends to pay by the issuance of additional Series A Redeemable Convertible Preferred Stock. The remaining 2003 balance of $1,534,522 as well as all future dividends payable can be paid by either the issuance of

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	additional preferred shares or in cash at the option of the Company. The schedule above was prepared assuming that all future dividends would be paid by the issuance of additional preferred shares.
(2):	If the Series A Redeemable Convertible Preferred Stock is not converted into common stock prior to the fifth anniversary of the original issue date, Audible is required to redeem all remaining outstanding shares at a per share price of $3.75 plus all accrued and unpaid dividends.
(3):	The $1,500,000 shown due to Amazon was due in 2002 and was payable in four installments of $375,000, each due on January 30, April 30, July 31, and October 30, 2002. The resolution of this remaining obligation is currently under discussion between Amazon.com and Audible.
(4):	On February 10, 2003 the Random House agreement was amended to waive the $1,500,000 in imprint fees that were due in 2003 and 2004.

      Net cash used in operating activities was $18,605,000 for 2000, $17,500,000 for 2001, and $7,853,000 for 2002. Net cash used in 2000 was primarily attributable to our net loss and decrease in advances, offset in part by depreciation and amortization, services rendered for common stock and warrants, increases in accounts payable, accrued expenses and compensation, and royalty obligations. Net cash used in 2001 was primarily attributable to our net loss, an increase in inventory and a decrease in royalty obligations, offset in part by services rendered for common stock and warrants, depreciation and amortization, and a decrease in royalty advances. Net cash used in 2002 was primarily attributable to our net loss, a decrease in accounts payable, a decrease in accrued compensation, and a decrease in royalty obligations, offset in part by services rendered for common stock and warrants, depreciation and amortization, and a decrease accrued expenses and a decrease in inventory.

      Net cash provided by investing activities was $19,791,000 for 2000 and $965,000 for 2001. Net cash used in investing activities in 2002 was $150,000. Net cash provided by investing activities for 2000 was primarily related to $22,446,000 in net redemptions of short-term investments and $100,000 repayment of a note issued to a shareholder, offset in part by $2,763,000 of purchases of property and equipment. Net cash provided by investing activities for 2001 was primarily related to $1,958,000 in net redemptions of short-term investments offset in part by $997,000 of purchases of property and equipment. Net cash used by investing activities for 2002 was primarily related to purchases of property and equipment.

      Net cash provided by financing activities was $933,000 for 2000, $10,013,000 for 2001, and $3,197,000 for 2002. Net cash provided by financing activities during 2000 resulted primarily from the sale of common stock and repayment of notes due from shareholders offset in part by capital lease payments. Net cash provided by financing activities during 2001 resulted primarily from the issuance of our redeemable convertible preferred stock and repayment of notes due from shareholders, offset in part by capital lease payments. Net cash provided by financing activities during 2002 resulted primarily from the sale of common stock, repayment of notes due from shareholders, and the exercise of employee options.

      As of December 31, 2002, we had available net operating loss carryforwards totaling approximately $105,466,000, which expire beginning in 2010. The Tax Reform Act of 1986 imposes limitations on our use of net operating loss carryforwards because certain stock ownership changes have occurred.

      Based on our currently proposed business plans and related assumptions, we believe that our cash and cash equivalents balance, will enable us to meet our anticipated cash requirements for operations and capital expenditures through the second quarter of 2003.

      The auditors’ report on our financial statements contains an explanatory paragraph indicating there is substantial doubt about our ability to continue as a going concern. We are attempting to secure additional funding through a variety of channels. We cannot assure you that we will be successful in doing so. We have no lines of credit. In seeking funding to meet our working capital requirements, we may consider licensing our technology or selling certain assets. We cannot assure you that additional funds will be available from any of these sources on favorable terms, if at all.

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New Accounting Standards

      In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”) and requires that a liability for costs associated with an exit or disposal activity be recognized and measured initially at fair value in the period in which the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of an entity’s commitment to an exit plan. The adoption of SFAS 146 is expected to result in delayed recognition for certain types of costs as compared to the provisions of EITF 94-3. SFAS 146 is effective for new exit or disposal activities that are initiated after December 31, 2002, and does not affect amounts currently reported in our financial statements. SFAS 146 will affect the types and timing of costs included in future restructuring programs, if any, but is not expected to have a material impact on our financial position or results of operations.

      In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, which amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based compensation. SFAS 148 also amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method on reported results. Although the Company intends to continue applying APB Opinion No. 25 and related interpretations, the Company has adopted the disclosure requirements of SFAS 148 as of December 31, 2002.

RISK FACTORS

Auditor’s Report — Going Concern Considerations.

      The auditors’ report on our financial statements contains an explanatory paragraph indicating there is substantial doubt about our ability to continue as a going concern. There can be no assurance that we will be able to obtain additional funding for our business, or that unforeseen expenses will not be incurred so that our cash will not last us as long as we currently anticipate. We do not have any commitments or arrangements to obtain any additional funding and we cannot assure you that funding will be available to us. In the event that we are unable to raise additional funds, we may be required to significantly curtail our operations.

We have a limited operating history with which you can evaluate our business and our future prospects.

      Our limited operating history and limited number of customers makes predicting our future operating results difficult. From the time we were incorporated in November 1995 until September 1997, we generated no revenue while we developed our secure delivery system and a prototype audio playback device, created our audible.com® Web site and established relationships with providers of audio content. Although we began earning limited revenue in October 1997, we have continued to focus our resources on refining and enhancing our Web site and our playback and management software and in expanding our content selections and developing relationships with manufacturers of digital audio players. We have limited history of selling content and content subscription services to users of portable electronic devices manufactured by other parties. We expect to spend resources on growing our customer base and expanding our service and promoting our brand name. These activities will result in significant losses until such time as the Company is able to generate sufficient revenue to support its operations.

We have limited revenue, we have a history of losses, we may not be profitable in the future, and will need additional financing.

      Our limited revenue and history of losses makes it uncertain when or if we will become profitable. Our failure to achieve profitability within the time frame expected by investors may adversely affect our business and the market price of our common stock. We had total revenue of $4,549,000, $9,071,000 and $12,370,000

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Our common stock has been relatively thinly traded and we cannot predict the extent to which a trading market will develop.

      Our common stock trades on the Over-the-Counter Bulletin Board. Our common stock is thinly traded compared to larger more widely known companies in our industry. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for the common stock will develop or be sustained in the future.

We must retain a significant portion of our AudibleListener customers.

      Our AudibleListener service is a major source of our revenue. If too many AudibleListener customers cancel their membership, our revenue will suffer. The funds we spend on marketing to acquire new customers reflect assumptions about how many customers we can acquire and how long they will remain customers. If our actual experience falls short of our assumptions, our revenue will be materially affected.

The market for our service is uncertain and consumers may not be willing to use the Internet to purchase spoken audio content.

      There can be no assurance that the Company’s current business strategy will enable it to achieve profitable operations. Downloading of audio content from the Internet is a relatively new method of distribution and its growth and market acceptance is highly uncertain. Our success will depend in large part on consumer willingness to purchase and download spoken audio content over the Internet. Purchasing this content over the internet involves changing purchasing habits, and if consumers are not willing to purchase and download this content over the Internet, our revenue will be limited and our business will be materially adversely affected. We believe that acceptance of this method of distribution may be subject to network capacity constraints, hardware limitations, company computer security policies, the ability to change user habits and the quality of the audio content delivered. Our revenue from services is dependent upon corporate clients deciding to purchase our audio download service for staff training and development as well as wireless carriers wanting to deliver a spoken audio solution to their customers. Our bulk content sales depend upon selling our content to other companies that may want to distribute our content as part of a potentially competitive digital audio service.

We may not be able to license or produce sufficiently compelling audio content to attract and retain customers and grow our revenue.

      If we are unable to obtain licenses from the creators and publishers of content to have that content available on our Web site on terms acceptable to us or if a significant number of content providers terminate their agreements with us, we would have less content available for our customers, which would limit our

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Manufacturers of electronic devices may not manufacture, make available or sell a sufficient number of products suitable for our service, which would limit our revenue growth.

      If manufacturers of electronic devices do not manufacture, make available or sell a sufficient number of players promoted as AudibleReady, or if these players do not achieve sufficient market acceptance, we will not be able to grow revenue and our business will be materially adversely affected. Manufacturers of electronic devices have experienced delays in their delivery schedule of their digital players due to parts shortages and other factors. Although the content we sell can be played on personal computers, we believe that a key to our future success is the ability to playback this content on hand-held electronic devices that have digital audio capabilities. In addition to selling our own Otis digital audio player, we depend in large measure on manufacturers, such as Apple Corp., Palm, Compaq Computer Corporation, Handspring and SONICblue Incorporated’s Rio Audio Group to develop and sell their own products and promote them as AudibleReady.

We must establish, maintain and strengthen our brand names, trademarks and service marks in order to acquire customers and generate revenue.

      If we fail to promote and maintain our brand names, our business, operating results and financial condition could be materially adversely affected. We believe that building awareness of the “Audible®,” “Audible.com®” and “AudibleReady®” brand names is critical to achieving widespread acceptance of our service by customers, content providers, device manufacturers and marketing and distribution companies with which we have business relationships. To promote our brands, we will need to increase our marketing expenditures. We have applied for registration in the United States of several of our trademark and service marks, including but not limited to “AudibleListener”, “Audible Entertainment Network”, “AudibleOriginals”, “AudibleComedy”, “AudibleErotica” and “Who You Gonna Listen To”. We cannot assure you that these trademarks and service marks will be granted.

Increasing availability of digital audio technologies may increase competition and reduce our gross margins, market share and profitability.

      If we do not continue to enhance our service and adapt to new technology, we will not be able to compete with new and existing distributors of spoken audio. As a result, we may lose market share and our business would be materially adversely affected. The market for the Audible service is rapidly evolving and intensely competitive. We expect competition to intensify as advances in and standardization of digital audio distribution, download, security, management and playback technologies reduce the cost of starting a digital audio delivery system or a service that gathers audio content. To remain competitive, we must continue to either license or internally develop technology that will enhance the features of the Audible service, our software that manages the downloading and playback of audio content, our ability to compress audio files for downloading and storage and our download, and our security and playback technologies. Increased competition is likely to result in price reductions, reduced gross margins and loss of market share, any of which could materially adversely affect our financial performance.

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Our industry is highly competitive and we cannot assure you that we will be able to compete effectively.

      We face competition in all aspects of our business and we cannot assure you that we will be able to compete effectively. We compete for consumers of audio content with other Internet-based audio distributors and distributors of audio on cassette tape or compact disc. We compete with others for relationships with manufacturers of electronic devices with audio playback capabilities. The business of providing content over the Internet is experiencing rapid growth and is characterized by rapid technological changes, changes in consumer habits and preferences and the emergence of new and established companies. We compete with (1) traditional and online retail stores, catalogs, clubs and libraries that sell, rent or loan audiobooks on cassette tape or compact disc, such as Audio Book Club, Borders, and Barnes & Noble, (2) Web sites that offer streaming access to spoken audio content using tools such as the RealPlayer or Windows Media Player, (3) other companies offering services similar to ours, such as Media Bay and (4) on-line and Internet portal companies such as America Online, Inc., Yahoo! Inc., and Microsoft Network, with the potential to offer audio content. Many of these companies have financial, technological, promotional and other resources that are much greater than those available to us and could use or adapt their current technology, or could purchase technology, to provide a service directly competitive with the Audible® service.

Capacity constraints and failures, delays or overloads could interrupt our service and reduce the attractiveness of our service to existing or potential customers.

      Any capacity constraints or sustained failure or delay in using our Web site could reduce the attractiveness of the Audible® service to consumers, which would materially adversely affect our financial performance. Our success depends on our ability to electronically distribute spoken audio content through our Web site to a large number of customers efficiently and with few interruptions or delays. Accordingly, the performance, reliability and availability of our Web site, our transaction processing systems and our network infrastructure are critical to our operating results. We have experienced periodic systems interruptions including planned system maintenance, hardware and software failures triggered by high traffic levels, and network failure in the Internet and our Internet service providers. We believe the complexities of our software and hardware and the potential instability of the Internet due to rapid user growth mean that periodic interruptions to our service are likely to continue. A significant increase in visitors to our Web site or simultaneous download requests could strain the capacity of our Web site, software, hardware and telecommunications systems, which could lead to slower response times or system failures. These interruptions may make it difficult to download audio content from our Web site in a timely manner.

We could be liable for substantial damages if there is unauthorized duplication of the content we sell.

      We believe that we are able to license premium audio content in part because our service has been designed to reduce the risk of unauthorized duplication and playback of audio files. If these security measures fail, our content may be vulnerable to unauthorized duplication playback. If others duplicate the content we provide without authorization, content providers may terminate their agreements with us and hold us liable for substantial damages. Although we maintain general liability insurance, including insurance for errors or omissions, we cannot assure you that the amount of coverage will be adequate to compensate us for these losses. Security breaches might also discourage other content providers from entering into agreements with us. We may be required to expend substantial money and other resources to protect against the threat of security breaches or to alleviate problems caused by these breaches.

We do not have a comprehensive disaster recovery plan and we have limited back-up systems, and a disaster could severely damage our operations.

      If our computer systems are damaged or interrupted by a disaster for an extended period of time, our business, results of operations and financial condition would be materially adversely affected. We do not have a comprehensive disaster recovery plan in effect and do not have fully redundant systems for the Audible® service at an alternate site. Our operations depend upon our ability to maintain and protect our computer systems, all of which are located in our headquarters and at a third party offsite hosting facility. Although we

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Problems associated with the Internet could discourage use of Internet-based services like ours.

      If the Internet fails to develop or develops more slowly than we expect as a commercial medium, our business may also grow more slowly than we anticipate, if at all. Our success will depend in large part on increasing use of the Internet. There are critical issues concerning the commercial use of the Internet which we expect to affect the development of the market for the Audible® service, including:

	•	the secure transmission of customer credit card numbers and other confidential information;
	•	the reliability and availability of Internet service providers;
	•	the cost of access to the Internet;
	•	the availability of sufficient network capacity; and
	•	the ability to download audio content through computer security measures employed by businesses.

The loss of key employees could jeopardize our growth prospects.

      The loss of the services of any of our executive officers or other key employees could materially adversely affect our business. Our future success depends on the continued service and performance of our senior management and other key personnel, particularly Donald R. Katz, our Chairman and CEO, and Robert Kramer, President. We do not have employment agreements with any of our executive officers or other key employees.

Our inability to hire new employees may hurt our growth prospects.

      The failure to hire new personnel could damage our ability to grow and expand our business. Our future success depends on our ability to attract, hire and retain highly skilled technical, managerial, editorial, marketing and customer service personnel, and competition for these individuals is intense.

We may not be able to protect our intellectual property.

      If we fail to protect our intellectual property, we may be exposed to expensive litigation or risk jeopardizing our competitive position. The steps we have taken may be inadequate to protect our technology and other intellectual property. Our competitors may learn or discover our trade secrets or may independently develop technologies that are substantially equivalent or superior to ours. We rely on a combination of patents, licenses, confidentiality agreements and other contracts to establish and protect our technology and other intellectual property rights. We also rely on un-patented trade secrets and know-how to maintain our competitive position. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. This litigation could result in substantial costs and the diversion of our management and technical resources, which would harm our business.

Other companies may claim that we infringe their copyrights or patents.

      If the Audible service violates the proprietary rights of others, we may be required to redesign our software, and re-encode the Audible content, or seek to obtain licenses from others to continue offering the Audible service without substantial redesign and such efforts may not be successful. We do not conduct comprehensive patent searches to determine whether our technology infringes patents held by others. In addition, software development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patent applications pending, many of which are confidential when filed, with regard to similar technologies. Any claim of infringement could cause us to incur substantial costs defending against the claim, even if the claim is invalid, and could distract our management from our business. A party making a claim could secure a judgment that requires us to pay substantial damages. A judgment could also

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We could be sued for content that we distribute over the Internet.

      A lawsuit based on the content we distribute could be expensive and damaging to our business. Our service involves delivering spoken audio content to our customers. As a distributor and publisher of content over the Internet, we may be liable for copyright, trademark infringement, unlawful duplication, negligence, defamation, indecency and other claims based on the nature and content of the materials that we publish or distribute to customers. Although we generally require that our content providers indemnify us for liability based on their content and we carry general liability insurance, the indemnity and the insurance may not cover claims of these types or may not be adequate to protect us from the full amount of the liability. If we are found liable in excess of the amount of indemnity or of our insurance coverage, we could be liable for substantial damages and our reputation and business may suffer.

Future government regulations may increase our cost of doing business on the Internet.

      Laws and regulations applicable to the Internet covering issues such as user privacy, pricing and copyrights are becoming more prevalent. The adoption or modification of laws or regulations relating to the Internet could force us to modify the Audible service in ways that could adversely affect our business.

We may become subject to sales and other taxes for direct sales over the Internet.

      Increased tax burden could make our service too expensive to be competitive. We do not currently collect sales or other similar taxes for download of content into states other than in New Jersey. Nevertheless, one or more local, state or foreign jurisdictions may require that companies located in other states collect sales taxes when engaging in online commerce in those states. If we open facilities in other states, our sales into such states may be taxable. If one or more states or any foreign country successfully asserts that we should collect sales or other taxes on the sale of our content, the increased cost to our customers could discourage them from purchasing our services, which would materially adversely affect our business.

Our contractual obligations, charter and by-laws could discourage an acquisition of our company that would benefit our stockholders.

      Provisions of our agreement with Microsoft and of our certificate of incorporation and bylaws may make it more difficult for a third party to acquire control of our company, even if a change in control would benefit our stockholders. These provisions include:

	•	Prior to accepting an acquisition proposal or initiating a sale of substantially all of our assets, we must provide to Microsoft a notice specifying in general the proposed terms of such acquisition proposal or sale. Microsoft shall have ten days in which to present an offer to acquire us, during which period we must refrain from entering into definitive transaction documentation with respect to such acquisition proposal or sale. Nothing in the foregoing sentence shall obligate us to negotiate with Microsoft on an exclusive basis during such 10-day period.
	•	our board of directors, without stockholder approval, may issue preferred stock on terms that they determine. This preferred stock could be issued quickly with terms that delay or prevent the change in control of our company or make removal of management more difficult. Also, the issuance of preferred stock may cause the market price of our common stock to decrease;
	•	our board of directors is “staggered” so that only a portion of its members are elected each year;
	•	only our board of directors, our chairman of the board, our president or stockholders holding a majority of our stock can call special stockholder meetings; and
	•	special procedures which must be followed in order for stockholders to present proposals at stockholder meetings.

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      These provisions could have the effect of delaying, deterring or preventing a change in the control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company, or may otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could materially adversely affect the market price of our common stock.

      See Item 7 for discussion.

      The information required by Item 8 of Part II is incorporated herein by reference to the financial statements filed with this report; see Item 15 of Part IV.

      None.

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PART III

Item 10.     Directors and Executive Officers of the Company.

      The information required by Item 10 is hereby incorporated by reference from the Proxy Statement for our 2003 Annual Meeting of Stockholders.

Item 11.     Executive Compensation.

      The information required by Item 11 is hereby incorporated by reference from the Proxy Statement for our 2003 Annual Meeting of Stockholders.

Item 12.     Security Ownership of Certain Beneficial Owners and Management.

      The information required by Item 12 is hereby incorporated by reference from the Proxy Statement for our 2003 Annual Meeting of Stockholders.

Item 13.     Certain Relationships and Related Transactions.

      The information required by Item 13 is hereby incorporated by reference from the Proxy Statement for our 2003 Annual Meeting of Stockholders.

Item 14.     Controls and Procedures

      Our management, under the supervision of Donald Katz, our Chief Executive Officer, and Andrew Kaplan, our Chief Financial Officer, performed an evaluation of the design and operation of our disclosure controls and procedures within 90 days of the filing of this annual report. Based on that evaluation, Messers. Katz and Kaplan concluded that our disclosure controls and procedures are effective. There have been no significant changes in our internal control or in factors that could significantly affect internal controls subsequent to this evaluation.

PART IV

Item 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K.

      (a) Documents filed as part of the report:

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      The following exhibits are filed or incorporated by reference, as stated below:

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*	Incorporated herein by reference to the Company’s Registration Statement on Form S-1, No. 333-76985
**	Incorporated by reference from the Company’s 10-K/A for the period ended December 31, 1999
***	Incorporated by reference from the Company’s 10-K for the fiscal year ended December 31, 2000
****	Incorporated by reference from the Company’s 10-K for the fiscal year ended December 31, 2001
#	Incorporated by reference from the Company’s Form 10-Q for the quarterly period ended September 30, 2000.
##	Incorporated by reference from the Company’s Form 10-Q for the quarterly period ended June 30, 2001.
###	Incorporated by reference from the Company’s Form 10-Q for the quarterly period ended September 30, 2001.
†	Portions of these Exhibits were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s Application requesting Confidential Treatment under Rule 406 of the Securities Act of 1933.
††	Portions of these Exhibits were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s Application requesting Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

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      (b) Reports on Form 8-K

      None

      (c) Exhibits

      The exhibits required by this Item are listed under Item 15(a)(3).

      (d) Financial Statement Schedules

      All schedules have been omitted because they are either included in the accompanying footnotes to the financial statements or are not applicable.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AUDIBLE, INC.

	By:	/s/ DONALD R. KATZ

	Donald R. Katz
	Chairman and Chief Executive Officer

Date: March 28, 2003

      Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes, and appoints Donald R. Katz and Andrew P. Kaplan, and each of them, his or her true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to this report, with exhibits thereto and other documents in connections therewith, and hereby ratifies and confirms all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

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CERTIFICATION

I, Andrew Kaplan, certify that:

	1.	I have reviewed this annual report on Form 10-K of Audible, Inc.;
	2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	5.	I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

	6.	I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

March 28, 2003

	By	/s/ ANDREW KAPLAN ______________________________________

	Name: Andrew Kaplan

	Title:   Executive Vice President,

	Chief Financial Officer and
	Director (Principal Financial and
	Accounting Officer)

39

CERTIFICATION

I, Donald Katz, certify that:

	1.	I have reviewed this annual report on Form 10-K of Audible, Inc.;
	2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
	4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

	a)	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
	b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
	c)	Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

	5.	I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

	6.	I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

March 28, 2003

	By:	/s/ DONALD KATZ

	______________________________________
	Name: Donald Katz

	Title:  Chief Executive Officer and

	Chairman of the Board of Directors
	(Principal Executive Officer)

40

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

41

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Stockholders
Audible, Inc.:

      We have audited the accompanying balance sheets of Audible, Inc. as of December 31, 2001 and 2002, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Audible, Inc. as of December 31, 2001 and 2002, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

      The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	/S/ KPMG LLP

Short Hills, New Jersey

F-1

AUDIBLE, INC.

BALANCE SHEETS