U.S. RETAIL DISCOUNT SCHEDULE (RETURNABLE) for TRADE and MASS MARKET BOOKS and PRODUCTS [Effective 1/18/2019]

U.S. RETAIL DISCOUNT SCHEDULE (RETURNABLE) FOR TRADE AND MASS MARKET BOOKS AND PRODUCTS [effective 1/18/2019]

Farrar, Straus and Giroux (“FSG”), Henry Holt and Company (“Holt”), Macmillan Audio, Flatiron Books, Celadon, Picador, St. Martin's Press (“SMP”), Tom Doherty Associates (“Tor/Forge”), Macmillan Children’s Publishing Group (“MCPG”)

and prepacks if the displays and prepacks are not available.

I. IMPRINTS Trade, mass market, audio, board game and calendar products ship free freight

on outgoing orders to established retailer accounts to destinations within the FSG: Farrar, Straus & Giroux, Hill & Wang. United States. (Macmillan controls carrier and routing and reserves the right to

consolidate or ship orders in part). Books and other products remain the property Holt: Henry Holt, Metropolitan Books, and Times Books. of the publisher until delivered by the carrier. Retailers who request expedited

shipping or shipping outside of Macmillan regular shipping cycles will be Macmillan Audio charged for freight.

Picador. Payments for books and other products should be made to MPS; MPS payment

terms apply. Celadon

5 Flatiron Books. Returns policies are available online and upon request.

SMP: St. Martin's Press hardcover, St. Martin's Griffin trade paperbacks, Retailers who are able to meet the requirements may receive additional discount Thomas Dunne Books, St. Martin’s Paperbacks mass market, St. Martin’s on their retail distribution center orders. See Retail Distribution Center Discount Minotaur. Schedule for details.

Tor/Forge: Tor® hardcover, Forge® hardcover, Tor® trade paperbacks, Forge® Additional discount is also available to retailers who waive their right to return trade paperbacks, Orb trade paperbacks, Tor® mass market, Forge® mass FSG, Holt, Macmillan Audio, Picador, Flatiron, Celadon, SMP, Tor/Forge and market, Tor® Seven Seas. MCPG books and other products. A retailer may give the waiver at any time to receive the additional discount on purchases after the waiver. See returns policies MCPG: Feiwel & Friends, FSG Books For Young Readers. First Second Books, for details. Holt Books for Young Readers, Roaring Brook Press, Square Fish and Priddy Books, Imprint, Odd Dot. Retailer eligibility for a particular discount is subject to verification. Retailer agrees to provide Macmillan with whatever documents or information it All trade and mass market distribution lines. reasonably requests for the purposes of verification.

II. DISCOUNTS This discount schedule supersedes any earlier schedule. FSG, Holt, Macmillan Trade Books, Board Games & Audio These discounts apply to all physical trade Audio, Picador, SMP, Flatiron, Celadon, Tor/Forge and MCPG reserve the right books, board games and audio products (other than short discount titles and to change their discounts and other policies at any time. 1 limited editions ). Bloomsbury/Walker Children’s Library Binding titles and Roaring Brook Library Binding titles receive a 35% discount. All other products 1 when ordered in quantities of less than 16 units (assorted) will receive a 40% Short discount titles receive a 20% discount. FSG also offers an agency plan for short discount, and when ordered in quantities of 16 or more units (assorted) will discount titles. Purchases under FSG’s agency plan receive a 40% discount. Limited editions receive a 40% discount and are not returnable. receive the following discounts: 2 Unless otherwise announced for a particular title, Priddy Books titles with a suggested Hardcover & Trade Paperback 46% retail price below $8.95 must be ordered in multiples of three. If the order quantity of any Audio 50% title with a suggested retail price below $8.95 is not a multiple of three, the order quantity 2 will be automatically rounded up to the nearest multiple of three. Priddy Books 49% 3 Osprey Board Games are not returnable. College Board 52% 4 Guinness World Records 51% Osprey Calendars are not returnable. 3 5 Osprey Board Games 50% Returns made during February through December of a calendar year (“Year 1”) and during January of the next calendar year will be credited at the average discount received by the customer on purchases of that class of books or products during the calendar year Mass Market Books These discounts apply to all books sold as mass market prior to Year 1. books. Orders of less than 24 units (assorted) will receive a 40% discount. Orders of 24 or more units (assorted) will receive the following discounts:

Mass market books 44%

Calendars 4 Osprey Calendars 60% All other calendars receive a 55% discount.

STOP Orders Prepaid STOP orders receive a 40% discount and customers will be charged for freight.

III. TERMS All trade products, calendars and audio products combine for trade, calendar and audio discounts. All mass market titles combine for mass market discount.

Macmillan reserves the right to ship loose copies of titles included in displays

U.S. RETAIL DISCOUNT SCHEDULE (NON-RETURNABLE) FOR TRADE AND MASS MARKET BOOKS AND PRODUCTS [effective 1/18/2019]

Calendars The discounts in this schedule include additional discount All calendars receive a 60% discount. given in exchange for a waiver of the retailer’s right to return books and products. These discounts are only for retailers who III. TERMS purchase books and other products on a non-returnable basis All trade products, calendars and audio products combine for from Macmillan and agree that they will not directly or trade, calendar and audio discounts. All mass market titles indirectly return to Macmillan any copies purchased from combine for mass market discount. Macmillan. By accepting books and products on non- returnable terms, the retailer agrees it will not transfer or sell Macmillan reserves the right to ship loose copies of titles any such books or products to any individual or business who included in displays and prepacks if the displays and prepacks it knows or has reason to know may return them to Macmillan are not available. for credit.

Trade, mass market, audio, board games and calendar products I. IMPRINTS ship free freight on outgoing orders to established retailer FSG: Farrar, Straus & Giroux, Hill & Wang. accounts to destinations within the United States. (Macmillan

controls carrier and routing and reserves the right to Holt: Henry Holt, Metropolitan Books, and Times Books. consolidate or ship orders in part). Books and other products

remain the property of the publisher until delivered by the Macmillan Audio carrier. Retailers who request expedited shipping or shipping

outside of Macmillan regular shipping cycles will be charged Picador. for freight.

Celadon Payments for books and products should be made to MPS;

MPS payment terms apply. Flatiron Books

Retailer eligibility for a particular discount is subject to SMP: St. Martin's Press hardcover, Thomas Dunne Books, St. verification. Retailer agrees to provide Macmillan with Martin's Griffin trade paperbacks, St. Martin’s Paperbacks whatever documents or information it reasonably requests for mass market, St. Martin’s Minotaur. the purposes of verification.

Tor/Forge: Tor® hardcover, Forge® hardcover, Tor® trade This discount schedule supersedes any earlier schedule. FSG, paperbacks, Forge® trade paperbacks, Orb trade paperbacks, Holt, Macmillan Audio, Picador, Flatiron, Celadon, SMP, Tor® mass market, Forge® mass market, Tor® Seven Seas. Tor/Forge and MCPG reserve the right to change their

discounts and other policies at any time. MCPG: Feiwel & Friends, FSG Books For Young Readers. First Second Books, Holt Books for Young Readers, Roaring 1 Brook Press, Square Fish and Priddy Books, Imprint, Odd Dot Short discount titles receive a 20% discount. FSG also offers an agency plan for short discount titles. Purchases under FSG’s agency All trade and mass market distribution lines. plan receive a 40% discount. Limited editions receive a 40% discount and are not returnable. 2 II. DISCOUNTS Unless otherwise announced for a particular title, Priddy Books titles with a suggested retail price below $8.95 must be ordered in multiples Trade Books, Board Games & Audio These discounts apply to of three. If the order quantity of any title with a suggested retail price all physical trade books, board games and audio products below $8.95 is not a multiple of three, the order quantity will be 1 (except short discount titles and limited editions ). automatically rounded up to the nearest multiple of three. Bloomsbury/Walker Children’s Library Binding titles and Roaring Brook Library Binding titles receive a 35% discount. All other products when ordered in quantities of less than 16 units (assorted) will receive a 40% discount, and when ordered in quantities of 16 or more units (assorted) will receive the following discounts:

Hardcover & Trade Paperback 50% Audio 50% 2 Priddy Books 54% College Board 52% Guinness World Records 53% Osprey Board Games 50%

Mass Market Books These discounts apply to all books sold as mass market books. Orders of less than 24 units (assorted) will receive a 40% discount. Orders of 24 or more units (assorted) will receive the following discounts:

Mass market books 50%

U.S. RETAIL DISTRIBUTION CENTER DISCOUNT SCHEDULE (RETURNABLE) FOR TRADE AND MASS MARKET BOOKS AND PRODUCTS [1/18/2019]

This discount schedule applies to shipments to retail distribution centers. To be entitled to the discounts in this Mass Market Books These discounts apply to all books sold as schedule a retailer must first obtain approval of its status as a mass market books. retail distribution center account. (Retailers with retail distribution center accounts may also retain a regular account Mass market books 48% for purchases that do not qualify at non-retail distribution center discounts.) Calendars

Osprey Calendars 60%6 Requirements for retail distribution center account: (a) All other calendar orders receive a 58% discount. available only for shipments to a facility that can receive shipments of books or products from MPS delivered by long Audio distance carrier (including on pallets), (b) each trade product All orders of physical audio products receive a 52% discount. in an order must be ordered in multiples of 20 (unless another quantity is designated as the “carton quantity” for the title), (c) Additional Discount for Warehousing mass market titles must be ordered in carton quantities only, and Fulfillment of Backlist (d) the minimum order quantity is 100, and (e) no sub- (applicable to Trade Books only) shipments (requiring separate packing within any order) are permitted. Retail distribution center orders must be separated In addition, a retail distribution center account will receive an from non-qualifying orders. A title master which includes additional 2% discount over the above-stated discount for carton quantities for individual titles is available electronically Trade Books on orders of 500 or more copies of Qualifying (contact our EDI department by calling (540) 672-7600). Backlist that meet the requirements for Additional Discount

for Warehousing and Fulfillment of Backlist. I. IMPRINTS

FSG: Farrar, Straus & Giroux, Hill & Wang. Retailers receiving Additional Discount for Warehousing and

Fulfillment of Backlist will not be eligible for participation in Holt: Henry Holt, Metropolitan Books, and Times Books. any backlist stock offers, backlist incentive programs or other

special backlist promotions that Macmillan may offer to Macmillan Audio retailers and, by accepting the Additional Discount for

Warehousing and Fulfillment of Backlist, the retailer gives up Picador. its right to participate in those offers, programs and

promotions. Receiving the Additional Discount for Celadon Warehousing and Fulfillment of Backlist does not affect a

retailer’s right to participate in special promotional allowance Flatiron Books (co-op) offers for backlist titles.

SMP: St. Martin's Press hardcover, St. Martin's Griffin trade Qualifying Backlist means eligible trade titles whose paperbacks, St. Martin’s Paperbacks mass market, St. Martin’s publication date was more than one year prior to date of the Minotaur, Thomas Dunne Books. order. The following categories of titles do not qualify: (a)

distributed titles other than titles of designated distributees; Tor/Forge: Tor® hardcover, Forge® hardcover, Tor® trade and (b) titles designated as non-qualifying. paperbacks, Forge® trade paperbacks, Orb trade paperbacks, Tor® mass market, Forge® mass market, Tor® Seven Seas. Requirements for Additional Discount for Warehousing and

Fulfillment of Backlist: (a) available only for shipments to MCPG: Feiwel & Friends, FSG Books For Young Readers. retail distribution centers that service 25 or more retail First Second Books, Holt Books for Young Readers, Roaring locations and offer shipments to the retail locations at least Brook Press, Square Fish and Priddy Books, Imprint, Odd Dot once per week with a maximum delivery time of seven days

from the date of the retail location’s order; (b) available only All trade and mass market distribution lines (except College 1 2 for retailers that agree to process Advanced Ship Notices for Board , Walker Library and Roaring Brook Library ).

II. DISCOUNTS 1 College Board titles receive the following discount: 53% Trade Books and Board Games These discounts apply to all 2 3 Bloomsbury/Walker Library Binding titles and Roaring Brook physical trade books and board games (except Priddy Books , Library Binding titles receive a 35% discount. 4 3 short discount titles and limited editions ). Orders of 100-499 Priddy Books receive the following discount: 100-499 assorted 50%; units (assorted) will receive a 47% discount. Orders of 500 or 500 or more assorted 51%. 4 more units (assorted) will receive the following discount: Short discount titles receive a 20% discount. FSG also offers an agency plan for short discount titles. Purchases under FSG’s agency Hardcover & Trade Paperback 48% plan receive a 40% discount. Limited editions receive a 40% discount (see Additional Discount for and are not returnable. 5 Warehousing and Fulfillment Osprey Board Games are not returnable. 6Osprey Calendars are not returnable. of Backlist below) 7 Guinness World Records 53% Returns made during February through December of a calendar year (“Year 1”) and during January of the next calendar year will be credited Osprey Board Games 50%5

at the average discount received by the customer on purchases of that whatever documents or information it reasonably requests for class of books or products during the calendar year prior to Year 1. the purposes of verification.

This discount schedule supersedes any earlier schedule. FSG, receiving shipments and obtaining list price information of Holt, Macmillan Audio, Picador, SMP, Flatiron, Celadon, shipments; (c) account must permit MPS to consolidate Tor/Forge and MCPG reserve the right to change their multiple purchase orders as a single shipment on the same discounts and other policies at any time. pallet; (d) the minimum order quantity is 500 of Qualifying Backlist; (e) all accounts of the retailer must be in good credit standing; (f) the retail distribution center must store and maintain an appropriate level of inventory for at least 95% of each Macmillan’s and each participating distributee’s available Qualifying Backlist titles and have the inventory readily available for replenishment to retail locations; (g) the inventory levels for titles must be consistent with the publisher’s forecast and the publisher must be able to suggest adjustments to these levels with the publisher and account agreeing on levels for specific titles on a monthly basis; (h) the retail distribution center must achieve a minimum fill rate of 95% of orders from the retail locations of available Macmillan backlist titles; and (i) the retailer must make available to Macmillan monthly reports showing compliance with requirements (a), (f), (g) and (h) above and provide documentation upon request. (These requirements are in addition to the requirements for retail distribution center orders, which must also be met.)

To be entitled to the Additional Discount for Warehousing and Fulfillment of Backlist a retailer must first obtain approval of its eligibility. Orders for Qualifying Backlist do not combine with other orders for the purposes of determining whether the minimum quantity requirement has been met. If a retailer places a non-qualifying order claiming Additional Discount for Warehousing and Fulfillment of Backlist, Macmillan may, at its election, either cancel the order or fulfill the order at the discount that would otherwise apply without the Additional Discount for Warehousing and Fulfillment of Backlist; if Macmillan fulfills the order, the retailer must accept it at the lower discount.

III. TERMS All trade products, calendars, board games and audio products included in a retail distribution center order combine for trade, calendar and audio discounts (except Additional Discount for Warehousing and Fulfillment of Backlist). All mass market titles combine for mass market discount.

Macmillan reserves the right to ship loose copies of titles included in displays and prepacks if the displays and prepacks are not available.

Trade, mass market, audio, board games and calendar products ship free freight on outgoing orders to established retailer accounts to destinations within the United States. (Macmillan controls carrier and routing and reserves the right to consolidate or ship orders in part). Books and other products remain the property of the publisher until delivered by the carrier. Retailers who request expedited shipping or shipping outside of Macmillan regular shipping cycles will be charged for freight.

Payments for books and products should be made to MPS; MPS payment terms apply.

7 Returns policies are available upon request.

Additional discount is available to retailers who waive their right to return books and products from FSG, Holt, Macmillan Audio, Picador, Flatiron, Celadon, SMP, Tor/Forge and MCPG. A retailer may give the waiver at any time to receive the additional discount on purchases after the waiver. See returns policy for details.

Retailer eligibility for a particular discount is subject to verification. Retailer agrees to provide Macmillan with