ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion in this report contains forward-looking statements that involve risks and uncertainties. RealNetworks' actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Factors that May Affect Our Business, Future Operating Results and Financial Condition", included elsewhere in this Report. You should also carefully review the risk factors set forth in other reports or documents that RealNetworks files from time to time with the Securities and Exchange Commission, particularly Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

OVERVIEW

RealNetworks is a leading provider of media delivery and digital distribution solutions designed for the Internet. Our solutions enable consumers to experience and content providers to deliver a broad range of multimedia content, including audio, video, text and animation. We pioneered the development and commercialization of streaming media systems that enable the creation, real-time delivery and playback of multimedia content. We believe that we have established a leadership position in the market for these systems. We have more than 135 million registered users of our RealPlayer product and believe that more than 85% of all streaming media Web pages utilize our technology. The broad acceptance of the Internet as a means of content delivery and consumption, combined with recent technological advances, has greatly increased the practicality and popularity of a number of new online media delivery formats. In response, we have extended our media delivery platform to include a digital music management system that allows consumers to acquire, record, store, organize and play their personal music collections on PCs and digital playback devices, and is extending it further to allow consumers to enjoy streaming media content via mobile networks and devices.

We were incorporated in February 1994 and were in the development stage until July 1995, when we released the commercial version of RealAudio Version 1.0, the first version of our RealPlayer products. From inception through December 31, 1995, our operating activities related primarily to recruiting personnel, raising capital, purchasing operating assets, conducting research and development, building the RealAudio brand and establishing the market for streaming audio. During 1996, we continued to invest heavily in research and development and marketing and in building our domestic and international sales channels and our general and administrative infrastructure. In August 1996, we began selling RealPlayer Plus, a premium for-sale version of our RealPlayer product. RealPlayer has always been available for download free of charge from our Web sites. In June 1997, we released the commercial version of RealVideo Version 4.0. In December 1997, we released the commercial version of RealSystem Version 5.0, a streaming media solution that included RealAudio and RealVideo technology. In November 1998, we released the commercial version of RealSystem G2, our next generation media delivery system. In May 1999, we released RealSystem MP as well as a beta version of RealJukebox, a personal music management solution. In September 1999, we released RealSlideshow Plus, a complete streaming solution for sharing digital pictures over the Internet. Also in September, we released the commercial versions of RealJukebox and RealJukebox Plus. In November 1999, we released the beta version of RealPlayer 7.0 and introduced the new Real.com Network, which gives consumers the ability to find, organize and play audio and video on the Internet, including the Real.com Guide and Take 5, Real.com's media programming guide. In December 1999, we introduced the gold version of RealPlayer 7.0, RealServer 7.0 and RealProducer 7.0, the latest advancements to RealSystem G2, as well as RealSlideshow 2.0 and RealSlideshow Plus 2.0, which allow consumers to share digital pictures with audio narration and music over the Internet. In March 2000, we introduced Real.com Games, which offers a new online, digital distribution model for high quality downloadable Computer games. In May 2000, we introduced Real Entertainment Center, an integrated suite of three new leading Internet media products -- RealPlayer 8, RealJukebox 2, and RealDownload 4. Also in May, we released a beta version of RealVideo 8, an Internet media system that we believe delivers a high clarity, full-motion video experience to consumers using dial-up modems, full-screen VHS quality at mainstream broadband rates, and near DVD-quality video to those using high capacity networks or downloadable media.

We report revenues in three categories:

- Software license fees, which include revenues from sales of our RealPlayer Plus, RealJukebox Plus, RealSlideshow Plus, RealDownload Plus, Real Entertainment Center Plus, Xing AudioCatalyst, RealServers and related authoring and publishing tools, sales of our products through OEM channels, and sales of third-party products.

- Service revenues, which include support and maintenance services that we sell to customers who purchase our RealPlayer Plus, RealJukebox Plus, Real Entertainment Center Plus, RealServers and tools products, broadcast hosting services we provide through our Real Broadcast Network, and consulting services we offer to our customers.

- Advertising revenues, which are derived from the sale of advertising on our Web sites and the placement and distribution of RealChannels, LiveStations and advertising and promotional buttons and links included in the RealPlayer and the RealJukebox products.

In March 1998, we acquired Vivo Software, Inc., a leading privately held developer of streaming media creation tools, in an acquisition accounted for using the purchase method of accounting.

In August 1999, we acquired Xing Technology Corporation, a privately held provider of high performance, standards based digital audio and video encoding and decoding technology, including MP3 software. The transaction was accounted for using the pooling-of-interests method of accounting.

All of our financial data presented in the consolidated financial statements and management's discussion and analysis of financial condition and results of operations have been restated to include the historical financial information of Xing as if it had always been a part of RealNetworks.

Prior to the merger, Xing operated on a June 30 fiscal year. The results of Xing's operations have been restated to conform to RealNetworks' December 31 fiscal year-end.

In January 2000, we acquired NetZip, Inc., a privately-held developer and provider of Internet download management and utility software. The transaction was accounted for using the purchase method of accounting.

RESULTS OF OPERATIONS

REVENUES

Software License Fees. Software license fees were $38.0 million for the quarter ended June 30, 2000, an increase of 83% from $20.8 million in the comparable quarter of the prior year. Software license fees were $72.1 million for the six months ended June 30, 2000, an increase of 87% from $38.6 million in the comparable period of the prior year. The increases were due primarily to a greater volume of products sold as a result of growth in the demand for media delivery on the Internet and the introduction of new products, including RealJukebox Plus and RealSlideshow Plus released in September 1999, products associated with the NetZip acquisition in January 2000 including RealDownload Plus, and Real Entertainment Center Plus in May 2000. Revenue also increased as a result of sales of our products to companies deploying content distribution networks. Software license fees included $2.6 million for each of the quarters ended June 30, 2000 and 1999, and $5.2 million and $5.0 million for the six months ended June 30, 2000 and 1999, respectively, related to the Microsoft license agreement we entered into in June 1997.

Service Revenues. Service revenues were $12.8 million for the quarter ended June 30, 2000, an increase of 123% from $5.8 million in the comparable quarter of the prior year. Service revenues were $23.9 million for the six months ended June 30, 2000, an increase of 117% from $11.0 million in the comparable period of the prior year. The increases were primarily attributable to a larger installed base of our server products and related increases in sales of support and upgrades, increases in consulting and Real Broadcast Network streaming media hosting

services, increases in support and upgrades for the RealPlayer Plus, and the introduction of support and upgrades for RealJukebox Plus and Real Entertainment Center Plus.

Advertising Revenues. Advertising revenues were $11.8 million for the quarter ended June 30, 2000, an increase of 481% from $2.0 million in the comparable quarter of the prior year. Advertising revenues were $20.2 million for the six months ended June 30, 2000, an increase of 513% from $3.3 million in the comparable period of the prior year. The increases in advertising revenues were due to increased traffic on our Web sites, the increased effectiveness of our advertising sales force, higher average advertising rates, and revenue associated with increased usage and distribution of RealChannels, LiveStations, search functionality, and other advertisements and promotional links included in the RealPlayer and RealJukebox products.

Geographic Revenues. Excluding revenues from the Microsoft license agreement, international revenues represented 28% of total net revenues for the quarter ended June 30, 2000 and 24% of total net revenues for the quarter ended June 30, 1999. Revenues generated in Europe were 14% of total net revenues for the quarters ended June 30, 2000 and 1999 (excluding revenues from the Microsoft license agreement). Revenues generated in Asia and the rest of the world were 14% of total net revenues for the quarter ended June 30, 2000 and 10% of total net revenues for the quarter ended June 30, 1999 (excluding revenues from the Microsoft license agreement). Excluding revenues from the Microsoft license agreement, international revenues represented 26% of total net revenues for the six months ended June 30, 2000 and 23% of total net revenues for the six months June 30, 1999. Revenues generated in Europe were 13% of total net revenues for the six months ended June 30, 2000 and 1999 (excluding revenues from the Microsoft license agreement). Revenues generated in Asia and the rest of the world were 13% of total net revenues for the six months ended June 30, 2000 and 10% of total net revenues for the six months ended June 30, 1999 (excluding revenues from the Microsoft license agreement).

Deferred Revenues. The Company has deferred revenue of $56.2 million as of June 30, 2000 and $47.3 million as of December 31, 1999. To date, revenue from contracts with customers developing content delivery networks is recognized over the term of the arrangement commencing upon the completion of the network build-out. As most of the agreements related to the content delivery networks have been with companies that have had limited operating histories, the Company has historically required prepayments related to such customers. Cash prepayments associated with these contracts is recorded as deferred revenue and amounted to $27.6 million and $19.9 million at June 30, 2000 and December 31, 1999, respectively. If in the future the Company enters into agreements with more established companies, the Company may not require these prepayments and as such, the Company anticipates its deferred revenue balances may decline as a result. As of June 30, 2000 and December 31, 1999, $0 and $5.2 million, respectively, of the deferred revenue balances related to the Microsoft license agreement. The remaining balance of deferred revenue is comprised of the unrecognized portion of support contracts, prepayments under OEM arrangements, and other prepayments for which the earnings process has not been completed.

COST OF REVENUES

Cost of Software License Fees. Cost of software license fees includes costs of product media, duplication, manuals, packaging materials, amounts paid for licensed technology, and fees paid to third-party vendors for order fulfillment. Cost of software license fees was $4.0 million for the quarter ended June 30, 2000, an increase of 24% from $3.2 million in the comparable quarter of the prior year, but decreased as a percentage of software license fees to 10% from 15%. Cost of software license fees was $8.3 million for the six months ended June 30, 2000, an increase of 37% from $6.1 million in the comparable period of the prior year, but decreased as a percentage of software license fees to 12% from 16%. The increases in absolute dollars were due primarily to higher sales volumes. The decreases as a percentage of software license fees were due primarily to changes in the mix of products sold.

Cost of Service Revenues. Cost of service revenues includes the cost of in-house and contract personnel providing support and consulting services and expenses incurred in providing our streaming media hosting services. Cost of service revenues was $3.6 million for the quarter ended June 30, 2000, an increase of 141% from $1.5 million in the comparable quarter of the prior year, and increased as a percentage of service revenues to 28% from

26%. Cost of service revenues was $6.1 million for the six months ended June 30, 2000, an increase of 156% from $2.4 million in the comparable period of the prior year, and increased as a percentage of service revenues to 26% from 22%. The increases in cost of service revenues were primarily due to increased staff and contract personnel needed to provide services to a greater number of customers, including consulting and streaming media hosting services, expansion of customer service and technical support into international regions, and support costs related to the introduction of RealJukebox and RealDownload.

Cost of Advertising Revenues. Cost of advertising revenues includes personnel and related costs associated with development and maintenance of programming services, content creation and maintenance and fees paid to third parties for content included in our Web sites. Cost of advertising revenues was $2.2 million for the quarter ended June 30, 2000, an increase of 275% from $0.6 million in the comparable quarter of the prior year, but decreased as a percentage of advertising revenues to 19% from 29%. Cost of advertising revenues was $3.8 million for the six months ended June 30, 2000, an increase of 234% from $1.1 million in the comparable period of the prior year, but decreased as a percentage of advertising revenues to 19% from 35%. The increases in absolute dollars were primarily due to increases in the quality and quantity of content available on our Web sites, enhancements made to existing Web sites, and the addition of new Web sites. The decreases as a percentage of advertising revenues were due to greater economies of scale.

Our gross margins may be adversely affected by the mix of products and services sold.

OPERATING EXPENSES

Research and Development. Research and development expenses consist primarily of salaries and consulting fees associated with product development and costs of technology acquired from third parties to incorporate into products currently under development. To date, all research and development costs have been expensed as incurred because technological feasibility is generally not established until substantially all development is complete. We believe that significant investment in research and development is a critical factor in attaining our strategic objectives and, as a result, we expect to increase research and development expenditures in future periods. Research and development expenses were $13.3 million for the quarter ended June 30, 2000, an increase of 60% from $8.3 million in the comparable quarter of the prior year. Such expenses decreased as a percentage of total net revenues to 21% from 29%. Research and development expenses were $24.9 million for the six months ended June 30, 2000, an increase of 57% from $15.9 million in the comparable period of the prior year. Such expenses decreased as a percentage of total net revenues to 21% from 30%. Research and development expenses were primarily related to the development of new technology and products, as well as enhancements made to existing products. The increase in absolute dollars was primarily due to increases in internal development personnel, consulting expenses and contract labor. The decrease in percentage terms was a result of revenues growing at a faster rate than expenses.

Sales and Marketing. Sales and marketing expenses consist primarily of salaries, sales commissions, consulting fees, tradeshow expenses, advertising costs and cost of marketing collateral. We intend to increase our branding and marketing efforts and, therefore, expect sales and marketing expenses to increase in future periods. Sales and marketing expenses were $27.0 million for the quarter ended June 30, 2000, an increase of 109% from $13.0 million in the comparable quarter of the prior year. Such expenses decreased as a percentage of total net revenues to 43% from 45%. Sales and marketing expenses were $49.6 million for the six months ended June 30, 2000, an increase of 112% from $23.4 million in the comparable period of the prior year. Such expenses decreased as a percentage of total net revenues to 43% from 44%. The increase in absolute dollars was due to the expansion of our direct sales and marketing organization, the creation of additional foreign and domestic sales offices, consulting expenses, increased advertising, attendance at trade shows, and expenses related to the annual RealNetworks conference and the RealNetworks Europe conference. The decrease in percentage terms was a result of revenues growing at a faster rate than expenses.

General and Administrative. General and administrative expenses consist primarily of salaries and fees for professional services. We expect general and administrative expenses to increase as we expand our staff and incur additional costs related to growth of our business. General and administrative expenses were $7.3 million for the quarter ended June 30, 2000, an increase of 112% from $3.4 million in the comparable quarter of the prior year. The expenses as a percentage of total net revenues were 12% for both the quarters ended June 30, 2000 and 1999.

General and administrative expenses were $14.2 million for the six months ended June 30, 2000, an increase of 114% from $6.6 million in the comparable period of the prior year. Such expenses decreased as a percentage of total net revenues to 12% from 13%. The increase in absolute dollars was primarily a result of increased personnel, litigation defense costs and charitable contributions of 5% of our annual net income (excluding amortization of goodwill and stock based compensation expense).

Goodwill Amortization, Acquisition Charges and Stock Based Compensation

In August 1999, we acquired Xing Technology Corporation, a provider of high performance, standards-based digital audio and video encoding and decoding technology, including MP3 software. We issued approximately 1,464,000 shares of our common stock in exchange for all outstanding shares of Xing stock. The acquisition was accounted for using the pooling of interests method of accounting and, accordingly, the consolidated financial statements include the accounts of Xing for all periods presented.

In January 2000, we acquired NetZip, Inc., a developer and provider of Internet download management and utility software. The acquisition was accounted for using the purchase method of accounting and, accordingly, the results of NetZip's operations are included in our consolidated financial statements since the date of acquisition. The purchase price was allocated to the fair value of the acquired assets and assumed liabilities based on their fair values at the date of the acquisition. Of the total purchase price, $128.7 million was allocated to goodwill, and $0.9 million was allocated to tangible assets. Goodwill is amortized over its estimated life of three years.

In connection with the NetZip acquisition, we incurred approximately $6.1 million in acquisition-related expenditures. These expenditures included $3.5 million in relocation payments and $2.6 million in professional fees and other costs. As of June 30, 2000, approximately $3.6 million of these costs had been paid. The remaining costs are expected to be paid during the remainder of 2000.

Also as part of our acquisition of NetZip, common stock was issued to certain former stockholders of NetZip. The common stock is subject to forfeiture over a period of 30 months beginning January 25, 2000. The value of $144 million is being amortized over the forfeiture period. Stock-based compensation expense for the quarter ended June 30, 2000 was $25.7 million. Stock-based compensation expense for the six months ended June 30, 2000 was $44.3 million.

OTHER INCOME, NET

Other income, net consists primarily of earnings on cash, cash equivalents and short-term investments. Other income, net was $5.3 million and $0.9 million for the quarters ended June 30, 2000 and 1999, respectively. Other income, net was $10.2 million and $1.6 million for the six months ended June 30, 2000 and 1999, respectively. The increase was primarily due to higher invested cash balances primarily as a result of the cash proceeds from our secondary public offering of common stock completed during the second quarter of 1999.

INCOME TAXES

During the quarter and six month periods ended June 30, 2000, income tax expense was offset by a reduction in the valuation allowance for deferred tax assets. To the extent the Company is profitable, (excluding amortization of goodwill and stock based compensation expense) the Company expects to record an income tax provision, although it does not expect to pay Federal income taxes in the near future, due primarily to tax deductions related to the exercise of employee stock options. As of June 30, 2000 the Company had net operating loss carryforwards of approximately $344 million. Substantially all of the net operating loss carryforwards results from stock option deductions, the realization of which would increase shareholders' equity.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $29.1 million and $10.2 million for the six months ended June 30, 2000 and 1999, respectively. Net cash provided by operating activities for the six months ended June 30, 2000 resulted primarily from income from operations of $19.4 million (excluding $65.4 million of goodwill amortization,

acquisition charges, and stock based compensation), an increase in deferred revenue of $8.6 million, an increase in accrued and other liabilities of $4.7 million, and depreciation of $3.9 million. This was partially offset by an increase in accounts receivable of $3.2 million. Net cash provided by operating activities for the six months ended June 30, 1999 resulted primarily from an increase in current liabilities, non-cash charges associated with depreciation and amortization, partially offset by net loss from operations.

Net cash used in investing activities was $64.8 million and $26.4 million for the six months ended June 30, 2000 and 1999, respectively. This was primarily a result of the purchase of investments of $29.3 million for the six months ended June 30, 2000, net purchases of short-term investments, and purchases of equipment and leasehold improvements.

Net cash provided by financing activities was $10.3 million and $233.4 million for the six months ended June 30, 2000 and 1999, respectively. In the second quarter of 1999, we sold 4,125,000 shares of our common stock in a secondary public offering. Net proceeds of the offering were $228.8 million.

At June 30, 2000, we had $341.7 million in cash, cash equivalents and short-term investments. As of June 30, 2000, our principal commitments consisted of obligations under operating leases. Since our inception, we have experienced a substantial increase in our capital expenditures to support expansion of our operations and information systems.

In January 1998, we entered into a lease agreement for a new location for our corporate headquarters. The lease commenced on April 1, 1999 and expires on April 1, 2011, with an option to renew the lease for either a three-or ten-year period. We are funding the tenant improvements for our headquarters.

We do not hold derivative financial instruments or equity securities in our short-term investment portfolio. Our cash equivalents and short-term investments consist of high quality securities, as specified in our investment policy guidelines. The policy limits the amount of credit exposure to any one issue or issuer to a maximum of 5% of the total portfolio and requires that all investments mature in two years or less, with the average maturity being one year or less. These securities are subject to interest rate risk and will decrease in value if interest rates increase. Because we have historically held our fixed income investments until maturity, we would not expect our operating results or cash flows to be significantly affected by a sudden change in market interest rates on our securities portfolio.

We conduct our operations in eight primary functional currencies: the United States dollar, the Japanese yen, the British pound, the French franc, the Euro, the Mexican peso, the Brazilian real and the German mark. Historically, neither fluctuations in foreign exchange rates nor changes in foreign economic conditions have had a significant impact on our financial condition or results of operations. We currently do not hedge our foreign currency exposures and are therefore subject to the risk of exchange rates. We invoice our international customers primarily in U.S. dollars, except in Japan, where we invoice our customers primarily in yen. We are exposed to foreign exchange rate fluctuations as the financial results of foreign subsidiaries are translated into U.S. dollars in consolidation. Our exposure to foreign exchange rate fluctuations also arises from intercompany payables and receivables to and from our foreign subsidiaries. Foreign exchange rate fluctuations did not have a material impact on our financial results in 2000 and 1999.

On January 1, 1999, the participating member countries of the European Union converted to a common currency, the euro. On that same date they established fixed conversion rates between their existing sovereign currencies and the euro. Even though legacy currencies are scheduled to remain legal tender in the participating countries as denominations of the euro until January 1, 2002, the participating countries will no longer be able to direct independent interest rates for the legacy currencies. The authority to set monetary policy will now reside with the new European Central Bank. We do not anticipate any material impact from the euro conversion on our financial information systems, which currently accommodate multiple currencies. Due to numerous uncertainties, we cannot reasonably estimate the effect that the euro conversion issue will have on our pricing or market strategies or the impact, if any, it will have on our financial condition and results of operations.

Since our inception, we have significantly increased our operating expenses. We currently anticipate that we will continue to experience significant growth in our operating expenses and that such expenses will be a material use of our cash resources. We believe that our current cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. In the future, we may seek to raise additional funds through public or private equity financing, or through other sources such as credit facilities. The sale of additional equity securities could result in dilution to our shareholders.

Microsoft Relationship

In June 1997, we entered into a strategic agreement with Microsoft pursuant to which we granted Microsoft a nonexclusive license to certain substantial elements of the source code of our RealAudio/RealVideo Version 4.0 technology and related RealNetworks trademarks for a license fee of $30.0 million. We are recognizing revenue related to the agreement ratably over the three-year term of our ongoing obligations. For the quarter ended June 30, 2000 we recognized the remaining deferred balance of this contract of $2.6 million.

Year 2000 Compliance

In order to minimize or eliminate the effect of the Year 2000 risk on our products, business systems and applications, we identified, evaluated, implemented and tested changes to our products, computer systems, applications and software necessary to achieve Year 2000 compliance. Our products, computer systems, and equipment successfully transitioned to the Year 2000 with no significant issues. We continue to monitor for latent problems that could surface at key dates or events in the future. We do not anticipate any significant problems related to these events. Total expenses related to Year 2000 compliance were not material.

FACTORS THAT MAY AFFECT OUR BUSINESS, FUTURE OPERATING RESULTS AND FINANCIAL CONDITION

You should carefully consider the risks described below together with all of the other information included in this quarterly report on Form 10-Q. The risks and uncertainties described below are not the only ones facing our company. If any of the following risks actually occurs, our business, financial condition or operating results could be harmed. In such case, the trading price of our common stock could decline, and you could lose all or part of your investment.

WE HAVE A LIMITED OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS

We were incorporated in February 1994 and have a limited operating history. We have limited financial results on which you can assess our future success. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by growing companies in new and rapidly evolving markets, such as streaming media software, media delivery systems and electronic commerce.

To address the risks and uncertainties we face, we must:

- establish and maintain broad market acceptance of our products and services and convert that acceptance into direct and indirect sources of revenues;

- maintain and enhance our brand name;

- continue to timely and successfully develop new products, product features and services and increase the functionality and features of existing products;

- successfully respond to competition from Microsoft and others, including emerging technologies and solutions; and

- develop and maintain strategic relationships to enhance the distribution, features and utility of our products and services.

Our business strategy may be unsuccessful and we may be unable to address the risks we face in a cost-effective manner, if at all. Our inability to successfully address these risks will harm our business.

WE HAVE A HISTORY OF LOSSES AND MAY NOT MAINTAIN PROFITABILITY

We have incurred significant losses since our inception and we may never sustain or increase profitability. As of June 30, 2000, we had an accumulated deficit of approximately $80.9 million. We devote significant resources to developing, enhancing, selling and marketing our products and services. As a result, we will need to generate significant revenues to maintain profitability. While we had net income in 1999, we may not continue our historical growth or generate sufficient revenues to sustain or increase profitability (excluding acquisition charges) on a quarterly or annual basis in the future.

OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY

As a result of our limited operating history and the rapidly changing nature of the markets in which we compete, our quarterly and annual revenues and operating results are likely to fluctuate from period to period. These fluctuations may be caused by a number of factors, many of which are beyond our control. These factors include the following, as well as others discussed elsewhere in this section:

- how and when we introduce new products and services and enhance our existing products and services;

- our ability to retain existing customers, attract new customers and satisfy our customers' demands;

- the timing and success of our brand-building and marketing campaigns;

- our ability to establish and maintain strategic relationships;

- our ability to attract, train and retain key personnel;

- the demand for Internet advertising and sponsorships;

- the emergence and success of new and existing competition;

- varying operating costs and capital expenditures related to the expansion of our business operations and infrastructure, domestically and internationally, including the hiring of new employees;

- technical difficulties with our products, system downtime, system failures or interruptions in Internet access;

- changes in the mix of products and services that we sell to our customers;

- costs and effects related to the acquisition of businesses or technology and related integration; and

- costs of litigation and intellectual property protection.

In addition, because the market for our products and services is relatively new and rapidly changing, it is difficult to predict future financial results. Our research and development and sales and marketing efforts, and business expenditures generally, are partially based on predictions regarding certain developments for media delivery and digital media distribution. To the extent that these predictions prove inaccurate, our revenues and operating expenses may fluctuate.

For these reasons, you should not rely on period-to-period comparisons of our financial results as indications of future results. Our future operating results could fall below the expectations of public market analysts or investors and significantly reduce the market price of our common stock. Fluctuations in our operating results will likely increase the volatility of our stock price.

WE MAY BE UNABLE TO SUCCESSFULLY COMPETE WITH MICROSOFT AND OTHER COMPANIES IN THE MEDIA DELIVERY MARKET

The market for software and services for media delivery over the Internet is relatively new, constantly changing and intensely competitive. As media delivery evolves into a central component of the Internet experience, more companies are entering the market for, and expending increasing resources to develop, media delivery software and services. We expect that competition will continue to intensify. Negative competitive developments could hurt our business and the trading price of our stock.

Many of our current and potential competitors have longer operating histories, greater name recognition, more employees and significantly greater financial, technical, marketing, public relations and distribution resources than we do. In addition, new competitors with potentially unique or more desirable products or services are entering the market all the time. The competitive environment may require us to make changes in our products, pricing, licensing, services or marketing to maintain and extend our current brand and technology franchise. Price concessions or the emergence of other pricing or distribution strategies of competitors may diminish our revenues, impact our margins or lead to a reduction in our market share, any of which will harm our business.

We believe that the primary competitive factors in the media delivery market include:

- the quality and reliability of the overall media delivery solution;

- access to distribution channels necessary to achieve broad distribution and use of products;

- the availability of content for delivery over the Internet and access to necessary intellectual property rights;

- the ability to license or develop and support secure formats for digital media delivery, particularly music and video;

- the ability to license and support popular and emerging media formats for digital media delivery, particularly music and video, in a market where competitors may control the intellectual property rights for these formats;

- the size of the active audience for streaming and digital media and its appeal to content providers and advertisers;

- features for creating, editing and adapting content for the Internet;

- ease of use and interactive user features in products;

- ease of finding and accessing content over the Internet;

- scalability of streaming media and media delivery technology and cost per user;

- pricing and licensing terms;

- compatibility with new and existing media formats;

- compatibility with the user's existing network components and software systems; and

- challenges caused by bandwidth constraints and other limitations of the Internet infrastructure.

Our failure to adequately address any of the above factors could harm our business strategy and operating results.

Microsoft is a principal competitor in the development and distribution of streaming media and media distribution technology. Microsoft currently competes with us in the market for streaming media server and player software and recently began to compete in the market for digital distribution of media. Microsoft's commitment to and presence in the media delivery industry has increased and Microsoft will continue to increase competitive pressure in the overall market for streaming media and media distribution.

Microsoft distributes its competing streaming media server and tools products by bundling them with its Windows NT servers at no additional charge and by making them available for download from its Web site for free. While we also provide free downloads of certain of our products, including players, servers and tools, Microsoft's practices have caused, and may continue to cause, pricing pressure on our products. These practices have led in some cases, and could continue to lead to, longer sales cycles, decreased sales, loss of existing customers and reduced market share. In addition, we believe that Microsoft has used and may continue to use its monopoly position in the computer industry and its financial resources to secure preferential or exclusive distribution and bundling contracts for its streaming media products with third parties such as Internet service providers (ISPs), online service providers, content providers, entertainment companies, media companies, broadcasters, value added resellers (VARs) and original equipment manufacturers (OEMs), including third parties with whom we have relationships. In addition, Microsoft has invested significant sums of money in certain of our current and potential customers and content suppliers, and we expect this trend to continue, which may cause such customers to stop using or reduce their use of our products and services, or withhold desirable media content from

us or our end users. Such arrangements, together with Microsoft's aggressive marketing of Windows NT and of its streaming media products, may reduce our share of the streaming media market.

Microsoft's Windows Media Player competes with our RealPlayer products. The Windows Media Player is available for download from Microsoft's Web site for free, and is integrated into the Windows 98 and Windows 2000 operating systems and into its Web browser, Internet Explorer. Microsoft recently announced its plan to bundle the Windows Media Player with its Windows Millennium edition operating system, a significant focus of which will be media delivery. In addition, Microsoft has bundled certain audio capabilities into a radio toolkit for Internet Explorer 5.0. Internet Explorer 5.0 also includes Window Media Guide, which provides links to multimedia content on the Internet, especially content in Microsoft's streaming or digital media formats. We expect that by leveraging its monopoly position in operating systems and tying streaming or digital media into its operating system and its browser, Microsoft will distribute substantially more copies of the Windows Media Player in the future than it has in the past and may be able to attract more users to its streaming or digital media products. Currently, our RealPlayer has a high degree of market penetration: we have over 135 million unique registered users and estimate that more than 85% of all streaming media Web pages use our technology. Our market position will be difficult to sustain, particularly in light of Microsoft's efforts and dominant position in operating systems. In addition, Microsoft has invested in certain digital distribution technologies that compete with RealJukebox, such as the MusicMatch Jukebox. The MusicMatch Jukebox supports the Windows Media format, but not RealSystem G2 formats. Microsoft has also announced Windows Media Technologies 7, a platform for authoring, delivering and playing digital media intended to compete with RealSystem. Microsoft has also released an early version of its own jukebox product incorporated into the Windows Media Player. Microsoft also announced Windows Media Technologies 7, a platform for authoring, delivering and playing digital media intended to compete with the RealSystem. Microsoft also supports and promotes other third party products competitive to our products. We expect Microsoft and other competitors to devote significantly greater resources to product development in the jukebox and digital media categories.

In addition, Microsoft competes with us to attract broadcasters of high quality or popular content to promote and deliver such content in Microsoft's formats, in some cases on an exclusive or preferential basis, In some cases, we believe Microsoft uses its financial resources and monopoly leverage to obtain rights to such content. We believe that Microsoft's commitment to and presence in the media delivery industry has increased and that Microsoft will continue to increase competitive pressure in the overall market for streaming media and media distribution.

In addition to Microsoft, we face increasing competition from other companies that are developing and marketing streaming media products. Apple Computer offers the QuickTime streaming media technology, including a free media player and a free streaming media server, and has made available free source code to the server under the conditions of Apple Computer's end user license agreement. We expect that Apple Computer will devote more resources to developing and marketing streaming media systems, and will seek to compete more vigorously with us in the marketplace. Companies such as AOL and Yahoo! and many smaller competitors offer various products that compete with our player and jukebox products. As more companies enter the market with products that compete with our servers, players and tools, the competitive landscape could change rapidly to our disadvantage.

We do not believe that clear standards have emerged with respect to non-PC wireless and cable-based systems. Likewise, no one company has gained a dominant position in the mobile device market. However, certain products and services in these markets support our technology, and certain support our competitors' technology, especially Microsoft, which can use its monopoly position in the operating system business and other financial resources to gain access to these markets, potentially to the exclusion of us. Other companies' products and services or new standards may emerge in any of these areas, which could reduce demand for our products or render them obsolete.

In addition, our streaming media and media delivery products face competition from "fast download" media delivery technologies such as AVI, QuickTime and MP3. Other fast download or non-streaming IP-based content distribution methods are likely to emerge and could compete with our products and services, which could harm our business.

WE MAY BE UNABLE TO SUCCESSFULLY COMPETE IN OTHER PARTS OF OUR BUSINESS

Media Hosting. Our media hosting service, the Real Broadcast Network, competes with a variety of companies that provide streaming media hosting and broadcast services. These companies include Yahoo! Broadcast Services, Akamai/Intervu, Enron Communications, Digital Island, Globix, Intel, iBeam, Panamsat and others who are building out broadcast networks. Some of these competitors offer other services which Real Broadcast Network does not offer, such as web page hosting or broadcast hosting in media formats not supported by Real Broadcast Network. We may not establish or sustain our competitive position in this market segment. Some media hosting competitors are also customers on whom we rely to help drive product download traffic to our Web site through their broadcast events. We also sell servers and tools to companies that compete with Real Broadcast Network. As our relationship becomes more competitive, such companies may choose to purchase less or more of our products or services. Microsoft does not currently offer its own media hosting services, but it does own investments in competitive hosting services and it encourages customers who use Microsoft technology to use hosting services that compete with Real Broadcast Network.

Web Site Destinations, Content and Advertising. The number of Web sites competing for advertising revenues is growing. Our Web sites and the Real.com Network, including Real.com, RealNetworks.com, Real.com Guide, Take 5, Film.com and LiveConcerts.com, compete for user traffic and Internet advertising revenues with a wide variety of Web sites, Internet portals and ISPs. In particular, aggregators of audio, video and other media, such as Yahoo! Broadcast Services and Microsoft's Windows Media Guide, compete with our RealGuide. We also compete with traditional media such as television, radio and print for a share of advertisers' total advertising budgets. Our advertising sales force and infrastructure are still in early stages of development relative to those of many of our competitors. We cannot be certain that advertisers will place advertising with us or that revenues derived from such advertising will be meaningful. If we lose advertising customers, fail to attract new customers, are forced to reduce advertising rates or otherwise modify our rate structure to retain or attract customers, or if we lose Web site traffic, our business could be harmed.

Electronic Commerce. The electronic commerce features of our Web sites compete with a variety of other Web sites for consumer traffic. To compete successfully in the electronic commerce market, we must attract sufficient traffic to our Web sites by offering high-quality, competitively priced, desirable merchandise in a compelling, easy-to-purchase format. In addition, we must successfully leverage our existing user base to develop the market for our products and services. We may not compete successfully in the growing and rapidly changing market for electronic commerce. Our failure to do so could harm our business.

Increased competition may result in price reductions, reduced margins, loss of customers, and a change in our business and marketing strategies, any of which could harm our business.

WE MAY NOT BE SUCCESSFUL IN THE MARKET FOR DOWNLOADABLE MEDIA AND LOCAL MEDIA DELIVERY

In May 1999, we announced the RealSystem MP, now called the Real Digital Distribution SDK, a digital music architecture enabling integration with a wide range of Internet services and hardware devices. In May 1999, we released a beta version of RealJukebox, our client software based on this new architecture. In September 1999, we released commercial versions of RealJukebox and RealJukebox Plus. These products represent an extension of our business into downloadable media and local media delivery, which is a substantial evolution from our historical focus on streaming media products and services. We do not yet know whether there is a sustainable market for products such as RealJukebox. Even if that market exists, we may be unable to develop a revenue model or sufficient demand to take advantage of the market opportunity.

While over 35 million copies of RealJukebox have been downloaded since its beta release on May 3, 1999, it is too soon to determine if RealJukebox will be widely received in the marketplace. There are now a number of competitive products on the market that offer certain of the features that RealJukebox offers. These products include WinAmp Player, MusicMatch Jukebox, Liquid Audio Player and a2b Player. Microsoft has also incorporated certain music management capabilities into the Windows Media Player 7. In addition, given the size and importance of the general market for music distribution, competitors will likely release products that directly compete with RealJukebox, which could harm our business. Even if RealJukebox achieves widespread market

acceptance, it may not achieve a high level of use, which would lead to a low rate of upgrade sales and electronic commerce opportunities. Our inability to achieve widespread acceptance for the digital music architecture and RealJukebox or to create new revenue streams from new market segments could harm our business.

We have announced that RealJukebox supports or will support a variety of audio formats, including RealAudio G2, MP3, Liquid Audio, Mjuice, Windows Media Audio, IBM's EMMS, and a2b. However, technical formats and consumer preferences evolve very rapidly, and we may be unable to adequately address consumer preferences or fulfill the market demand to the extent it exists.

We have had long-term relationships with recording companies, including major record labels, many of which offer their streaming content in our formats. However, recording companies, including those with whom we have a relationship, may not make their desirable content available for download or playback in formats supported by RealJukebox, may impose technical restrictions designed to secure intellectual property rights that may impact the user experience or demand for RealJukebox, or may refrain from or delay participating in promotional opportunities with respect to RealJukebox.

WE MAY NOT SUCCESSFULLY DEVELOP NEW PRODUCTS AND SERVICES

Our growth depends on our ability to continue to develop leading edge media delivery and digital distribution products and services. Our business and operating results would be harmed if we fail to develop products and services that achieve widespread market acceptance or that fail to generate significant revenues to offset development costs. We may not timely and successfully identify, develop and market new product and service opportunities. If we introduce new products and services, they may not attain broad market acceptance or contribute meaningfully to our revenues or profitability.

Because the markets for our products and services are rapidly changing, we must develop new offerings quickly. We have experienced development delays and cost overruns in our development efforts in the past and we may encounter such problems in the future. Delays and cost overruns could affect our ability to respond to technological changes, evolving industry standards, competitive developments or customer requirements. Our products also may contain undetected errors that could cause increased development costs, loss of revenues, adverse publicity, reduced market acceptance of the products or lawsuits by customers.

POTENTIAL ACQUISITIONS INVOLVE RISKS WE MAY NOT ADEQUATELY ADDRESS

The failure to adequately address the financial and operational risks raised by acquisitions of technology and businesses could harm our business. We have acquired complementary technologies and businesses in the past, and intend to do so in the future. Financial risks related to acquisitions include:

- potentially dilutive issuances of equity securities;

- use of cash resources;

- the incurrence of additional debt and contingent liabilities;

- large write-offs; and

- amortization expenses related to goodwill and other intangible assets.

Acquisitions also involve operational risks, including:

- difficulties in assimilating the operations, products, technology, information systems and personnel of the acquired company;

- diversion of management's attention from other business concerns;

- impairment of relationships with our employees, affiliates, advertisers and content providers;

- inability to maintain uniform standards, controls, procedures and policies;

- the assumption of known and unknown liabilities of the acquired company;

- entrance into markets in which we have no direct prior experience; and

- loss of key employees of the acquired company.

In August 1999, we acquired Xing Technology Corporation, an MP3 software developer, in a transaction that was accounted for using the pooling of interests method of accounting. We may not be able to use the pooling of interests method of accounting for future acquisitions, which could result in the future incurrence of substantial expenses relating to the amortization of goodwill.

In January 2000, we acquired NetZip, Inc., a developer and marketer of download management software, in a transaction that was accounted for using the purchase method of accounting. The NetZip transaction poses particular integration risks because NetZip has been based in Atlanta, Georgia, and we have relocated its operations to Seattle, Washington. We may not adequately integrate these or any future acquisitions, may not derive revenues from them and they may pose substantial risks to our business.

WE RELY ON CONTENT PROVIDED BY THIRD PARTIES TO INCREASE MARKET ACCEPTANCE OF OUR PRODUCTS

If third parties do not develop or offer compelling content to be delivered over the Internet, our business will be harmed and our products may not achieve or sustain broad market acceptance. We rely on third-party content providers, such as radio and television stations, record labels, media companies, Web sites and other companies, to develop and offer content in our formats that can be delivered using our server products and played back using our player products. While we have a number of short-term agreements with third parties to provide content from their Web sites in our formats, most third parties are not obligated to develop or offer content using our technology. In addition, some third parties have entered into and may in the future enter into agreements with our competitors, principally Microsoft, to develop or offer all or a substantial portion of their content in our competitors' formats. Microsoft has more resources to secure preferential and even exclusive relationships with content providers. There could be less demand for and use of our products if Microsoft or another competitor were to secure preferential or exclusive relationships with the leading broadcasters, record companies or Web sites. We cannot guarantee that third-party content providers will continue to rely on our technology or offer compelling content in our formats to encourage and sustain broad market acceptance of our products. Their failure to do so would harm our business.

As we move into the market for digital distribution of media and local media playback, our success depends on the availability of third-party content, especially music, that users of our RealJukebox product can lawfully and easily access, record and play back. Our product may not achieve or sustain market acceptance if third parties are unwilling to offer their content for free download or purchase by users of RealJukebox. Current concerns regarding the secure distribution of music over the Internet are causing content owners to delay or refuse to make content available for distribution. Competitors could secure exclusive distribution relationships with such content providers, which would harm our business.

THE RATE STRUCTURE OF SOME OF OUR ADVERTISING AND SPONSORSHIP ARRANGEMENTS SUBJECTS US TO FINANCIAL RISK

We generate advertising revenues in part through sponsored services and placements by third parties in our products and on our Web sites, in addition to banner advertising. We may receive sponsorship fees or a portion of transaction revenues in return for minimum levels of user impressions to be provided by us. These arrangements expose us to potentially significant financial risks in the event our usage levels decrease, including the following:

- the fees we are entitled to receive may be adjusted downwards;

- we may be required to "make good" on our obligations by providing alternative services;

- the sponsors may not renew the agreements or may renew at lower rates; and

- the arrangements may not generate anticipated levels of shared transaction revenues, or sponsors may default on the payment commitments in such agreements.

Accordingly, any leveling off or decrease of our user base or the failure to generate anticipated levels of shared transaction revenues could result in a meaningful decrease in our revenue levels.

WE DEPEND ON KEY PERSONNEL WHO MAY NOT CONTINUE TO WORK FOR US

Our success substantially depends on the continued employment of our executive officers and key employees, particularly Robert Glaser, our founder, chairman of the board and chief executive officer. The loss of the services of Mr. Glaser or any of our other executive officers or key employees could harm our business. Each of these individuals has acquired specialized knowledge and skills with respect to RealNetworks and its operations. As a result if certain individuals were to leave RealNetworks, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successor obtains the necessary training and experience. Several of our personnel have reached or will soon reach the five-year anniversary of their RealNetworks hiring date and, as a result, will have become or will shortly become fully vested in their initial stock option grants. While management personnel are typically granted additional stock options, which will usually vest over a period of five years, subsequent to their hire date to provide additional incentive to remain at RealNetworks, the initial option grant is typically the largest and an employee may be more likely to leave our employ upon completion of the vesting period for the initial option grant. None of our executive officers has a contract that guarantees employment. Other than the $2 million insurance policy on the life of Mr. Glaser, we do not maintain "key person" life insurance policies. If we do not succeed in retaining and motivating existing personnel, our business could be harmed.

OUR FAILURE TO ATTRACT, TRAIN OR RETAIN HIGHLY QUALIFIED PERSONNEL COULD HARM OUR BUSINESS

Our success also depends on our ability to attract, train and retain qualified personnel in all areas, especially those with management and product development skills. In particular, we must hire additional skilled software engineers to further our research and development efforts. At times, we have experienced difficulties in hiring personnel with the proper training or experience, particularly in technical areas. Competition for qualified personnel is intense, particularly in high-technology centers such as the Pacific Northwest, where our corporate headquarters are located. In making employment decisions, particularly in the Internet and high-technology industries, job candidates often consider the value of stock options they may receive in connection with their employment. As a result of recent volatility in our stock price, we may be disadvantaged in competing with companies that have not experienced similar volatility or that have not yet sold their stock publicly. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business could be harmed.

WE MAY NOT SUCCESSFULLY MANAGE OUR GROWTH

We cannot successfully implement our business model if we fail to manage our growth. We have rapidly and significantly expanded our operations domestically and internationally and anticipate further expansion to take advantage of market opportunities. We have increased the number of our full-time employees from 325 on January 1, 1998 to 884 on June 30, 2000. Managing this substantial expansion has placed a significant strain on our management, operational and financial resources. If our growth continues, we will need to continue to improve our financial and managerial control and reporting systems and procedures.

We are in the process of implementing new management information software systems. This will affect many aspects of our business, including our accounting, operations, electronic commerce, customer service,

purchasing, sales and marketing functions. The purchase, implementation and testing of these systems have resulted, and will result, in significant capital expenditures and could disrupt our day-to-day operations. If these systems are not implemented as expected, our ability to provide products and services to our customers on a timely basis will suffer and delays in the recording and reporting of our operating results could occur.

THE GROWTH OF OUR BUSINESS DEPENDS ON THE INCREASED USE OF THE INTERNET FOR COMMUNICATIONS, ELECTRONIC COMMERCE AND ADVERTISING

The growth of our business depends on the continued growth of the Internet as a medium for communications, electronic commerce and advertising. Our business will be harmed if Internet usage does not continue to grow, particularly as a source of media information and entertainment and as a vehicle for commerce in goods and services. Our success also depends on the efforts of third parties to develop the infrastructure and complementary products and services necessary to maintain and expand the Internet as a viable commercial medium. The Internet may not ultimately be accepted as a viable commercial medium for broadcasting multimedia content or media delivery for a number of reasons which could inhibit the growth and use of the Internet, including:

- potentially inadequate development of the necessary infrastructure to accommodate growth in the number of users and Internet traffic;

- lack of acceptance of the Internet as a medium for distributing digital media content or for media delivery;

- unavailability of compelling multimedia content;

- inadequate commercial support for Web-based advertising or electronic commerce transactions; and

- delays in the development or adoption of new technological standards and protocols, and increased governmental regulation, or inconsistent regulations between state, federal and foreign governments.

In addition, we believe that other Internet-related issues, such as security, privacy, reliability, cost, speed, ease of use and access, quality of service and necessary increases in bandwidth availability, remain largely unresolved and may affect the amount of business that is conducted over the Internet.

If Internet usage grows, the Internet infrastructure may not be able to support the demands placed on it by such growth, specifically the demands of delivering high-quality media content. As a result, its performance and reliability may decline. In addition, Web sites have experienced interruptions in service as a result of outages, system attacks and other delays occurring throughout the Internet network infrastructure. If these outages, attacks or delays occur frequently or on a broad scale in the future, Internet usage, as well as the usage of our products, services and Web sites, could grow more slowly or decline.

CHANGES IN NETWORK INFRASTRUCTURE, TRANSMISSION METHODS AND BROADBAND TECHNOLOGIES POSE RISKS TO OUR BUSINESS

We believe that increased Internet use may depend on the availability of greater bandwidth or data transmission speeds (also known as broadband transmission). If broadband access becomes widely available, we believe it presents both a substantial opportunity and a significant business challenge for us. Internet access through cable television set-top boxes, digital subscriber lines or wireless connections could dramatically reduce the demand for our products and services by utilizing alternate technology that more efficiently transmits data. This could harm our business as currently conducted.

Development of products and services for a broadband transmission infrastructure involves a number of additional risks, including:

- changes in content delivery methods and protocols;

- the availability of compelling content that takes advantage of broadband access and helps drive market acceptance of our products and services;

- the emergence of new competitors, such as traditional broadcast and cable television companies, which have significant control over access to content, substantial resources and established relationships with media providers;

- the development of relationships by our current competitors with companies that have significant access to or control over the broadband transmission infrastructure or content;

- the need to establish new relationships with non-PC based providers of broadband access, such as providers of television set-top boxes and cable television, some of which may compete with us; and

- the general risks of new product and service development, including the challenges to develop error-free products and enhancements, develop compelling services and achieve market acceptance for these products and services.

We depend on the efforts of third parties to develop and provide a successful infrastructure for broadband transmission. Even if broadband access becomes widely available, heavy use of the Internet may negatively impact the quality of media delivered through broadband connections. If these third parties experience delays or difficulties establishing a widespread broadband transmission infrastructure or if heavy usage limits the broadband experience, the release of our broadband products and services could be delayed. Even if a broadband transmission infrastructure is developed for widespread use, our products and services may not achieve market acceptance or generate sufficient revenues to offset our development costs.

MORE INDIVIDUALS ARE UTILIZING NON-PC DEVICES TO ACCESS THE INTERNET AND WE MAY NOT BE SUCCESSFUL IN DEVELOPING A VERSION OF OUR SERVICE THAT WILL GAIN WIDESPREAD ADOPTION BY USERS OF SUCH DEVICES

In the coming years, the number of individuals who access the internet through devices other than a personal computer such as personal digital assistants, cellular telephones and television set-top devices is expected to increase dramatically. Our products and services are designed for rich, graphical environments such as those available on personal and laptop computers. The lower resolution, functionality and memory associated with alterative devices may make the use of our products and services through such devices difficult, and we may be unsuccessful in our efforts to modify our online offerings to provide a compelling experience for users of alternative devices. As we have limited experience to date in creating versions of our products of services optimized for users of alternative devices, it is difficult to predict the problems we may encounter in doing so and we may need to devote significant resources to the creation, support and maintenance of such versions. If we are unable to attract and retain substantial number of alternative device manufacturers to license and incorporate our technology into their devices, we will fail to capture a sufficient share of an increasingly important portion of the market for digital media delivery. Further, a failure to develop revenue-generating relationships with enough device manufacturers whose products are adopted by a significant number of device users could have a material adverse effect on our business, operating results and financial condition.

WE COULD LOSE STRATEGIC RELATIONSHIPS THAT ARE ESSENTIAL TO OUR BUSINESS

The loss of certain current strategic relationships or key licensing arrangements, the inability to find other strategic partners or the failure of our existing relationships to achieve meaningful positive results for us could harm our business. We rely in part on strategic relationships to help us:

- increase adoption of our products through distribution arrangements;

- increase the amount and availability of compelling media content on the Internet to help boost demand for our products and services;

- enhance our brand;

- expand the range of commercial activities based on our technology;

- expand the distribution of our streaming media content without a degradation in fidelity; and

- increase the performance and utility of our products and services.

We would be unable to accomplish many of these goals without the assistance of third parties. We anticipate that the efforts of our strategic partners will become more important as the multimedia experience over the Internet matures. For example, we may become more reliant on strategic partners to provide multimedia content, provide more secure and easy-to-use electronic commerce solutions and build out the necessary infrastructure for media delivery. We may not be successful in forming strategic relationships. In addition, the efforts of our strategic partners may be unsuccessful. Furthermore, these strategic relationships may be terminated before we realize any benefit.

OUR INDUSTRY IS EXPERIENCING CONSOLIDATION THAT MAY INTENSIFY COMPETITION

The Internet industry has recently experienced substantial consolidation and a proliferation of strategic transactions. We expect this consolidation and strategic partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For example:

- competitors could acquire or enter into relationships with companies with which we have strategic relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our products and services or the loss of certain enhancements or value-added features to our products and services;

- competitors could obtain exclusive access to desirable multimedia content and prevent that content from being available in our formats, thus decreasing the use of our products and services to distribute and experience the content that audiences most desire, and hurting our ability to attract advertisers to our Web sites and product offerings;

- a competitor could be acquired by a party with significant resources and experience that could increase the ability of the competitor to compete with our products and services; and

- other companies with related interests could combine to form new, formidable competition, which could preclude us from obtaining access to certain markets or content, or which could dramatically change the market for our products and services.

Announcements and consolidations that could affect our business include:

- Microsoft's investments in broadband cable, including its $5 billion investment in AT&T, and Microsoft's strategic investments focusing on content delivery networks and Internet service providers;

- AT&T's consolidation of the broadband cable industry, including its acquisitions of TCI and MediaOne Communications;

- Yahoo!'s acquisitions of Broadcast.com and GeoCities;

- The Walt Disney Company's combination of its Internet assets with, and acquisition of a majority ownership of, Infoseek, to create a single business called Go.com;

- AOL's recent announcement that it intends to acquire Time-Warner, and Time-Warner's announcement that it intends to form a joint venture with EMI Music; and

- Akamai's recent announcement of its planned acquisition of Intervu.

OUR BUSINESS WILL SUFFER IF OUR SYSTEMS FAIL OR BECOME UNAVAILABLE

A reduction in the performance, reliability and availability of our Web sites and network infrastructure will harm our ability to distribute our products and services to our users, as well as our reputation and ability to attract and retain users, customers, advertisers and content providers. Our revenues depend in large part on the number of users that download our products from our Web sites and access the content services on our Web sites. The Real Broadcast Network's business is dependent on providing customers with efficient and reliable services to enable its customers to broadcast content to large audiences on an as-needed basis. Our systems and operations are susceptible to, and could be damaged or interrupted by outages caused by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems are also subject to human error, security breaches, power losses, computer viruses, break-ins, "denial of service" attacks, sabotage, intentional acts of vandalism and tampering designed to disrupt our computer systems, Web sites and network communications. Our computer and communications infrastructure is located at a single leased facility in Seattle, Washington. We do not have fully redundant systems or a formal disaster recovery plan, and we may not have adequate business interruption insurance to compensate us for losses that may occur from a system outage. Despite our efforts, our network infrastructure could be subject to service interruptions or damage and any resulting interruption of services could harm our business, operating results and reputation.

Our electronic commerce and digital distribution activities are managed by sophisticated software and computer systems. We may encounter delays in developing these systems, and the systems may contain undetected errors that could cause system failures. Any system error or failure that causes interruption in availability of products or content or an increase in response time could result in a loss of potential or existing business services customers, users, advertisers or content providers. If we suffer sustained or repeated interruptions, our products, services and Web sites could be less attractive to such entities or individuals and our business would be harmed.

A sudden and significant increase in traffic on our Web sites could strain the capacity of the software, hardware and telecommunications systems that we deploy or use. This could lead to slower response times or system failures. Our operations also depend on receipt of timely feeds from our content providers, and any failure or delay in the transmission or receipt of such feeds could disrupt our operations. We depend on Web browsers, ISPs and online service providers to provide Internet users access to our Web sites. Many of these providers have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. In addition, certain ISPs have temporarily interrupted our Web site operations in response to the heavy volume of e-mail transmissions we generate and send to our large user base. These types of interruptions could continue or increase in the future.

Real Broadcast Network's operations are also dependent in part upon transmission capacity provided by third-party telecommunications network providers. Any failure of such network providers to provide the capacity we require may result in a reduction in, or interruption of, service to our customers. If we do not have access to third-party transmission capacity, we could lose customers and if we are unable to obtain such capacity on terms commercially acceptable to us, our business and operating results could suffer.

OUR NETWORK IS SUBJECT TO SECURITY RISKS THAT COULD HARM OUR REPUTATION AND EXPOSE US TO LITIGATION OR LIABILITY

Online commerce and communications depend on the ability to transmit confidential information securely over public networks. Any compromise of our ability to transmit confidential information securely, and costs associated with preventing or eliminating any problems, could harm our business. Online transmissions are subject to a number of security risks, including:

- our own or licensed encryption and authentication technology may be compromised, breached or otherwise be insufficient to ensure the security of customer information;

- we could experience unauthorized access, computer viruses, system interference or destruction, "denial of service" attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our Web sites or use of our products and services;

- a third party could circumvent our security measures and misappropriate our, our partners' and our customer's proprietary information or interrupt operations; and

- credit card companies could restrict online credit card transactions.

The occurrence of any of these or similar events could damage our reputation and expose us to litigation or liability. In February 2000, many commercial and governmental Web sites were the subject of intentional denial of service attacks designed to disrupt or disable the operation of such Web sites. We may also be required to expend significant capital or other resources to protect against the threat of security breaches or hacker attacks or to alleviate problems caused by such breaches or attacks.

OUR INTERNATIONAL OPERATIONS INVOLVE RISKS

We operate subsidiaries in Australia, England, France, Germany, Japan, Mexico, Brazil and Hong Kong, and market and sell products in several other countries. For the quarter ended June 30, 2000, approximately 28% of our revenues, excluding revenues derived from our license agreement with Microsoft, were derived from international operations.

We have also entered into joint ventures internationally. A key part of our strategy is to develop localized products and services in international markets through joint ventures, subsidiaries and branch offices. To date, we have only limited experience in developing localized versions of our products and marketing and operating our products and services internationally and we rely on the efforts and abilities of our foreign business partners in such activities. We believe that in light of substantial anticipated competition, we need to continue to expand quickly into international markets in order to effectively obtain market share. International markets we have selected may not develop at a rate that supports our level of investment. In particular, international markets typically have been slower in adoption of the Internet as an advertising and commerce medium. In addition to uncertainty about our ability to continue to generate revenues from our foreign operations and expand our international presence, there are certain risks inherent in doing business on an international level. We are subject to the normal risks of doing business internationally, as well as risks specific to Internet-based companies in foreign markets. These risks include:

- delays in the development of the Internet as a broadcast, advertising and commerce medium in international markets;

- difficulties in managing operations due to distance, language and cultural differences, including issues associated with establishing management systems infrastructures in individual markets;

- unexpected changes in regulatory requirements;

- export and import restrictions, including those restricting the use of encryption technology;

- tariffs and trade barriers and limitations on fund transfers;

- longer payment cycles and problems in collecting accounts receivable;

- potential adverse tax consequences;

- higher costs of doing business in foreign countries;

- seasonal reductions in business activity;

- exchange rate fluctuations;

- increased risk of piracy and limits on our ability to enforce our intellectual property rights;

- the need to comply with different and often conflicting laws and regulations; and

- other legal and political risks.

Any of these factors could harm our future international operations, and consequently our business, operating results and financial condition. We do not currently hedge our foreign currency exposures.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS

Our inability to protect our proprietary rights, and the costs of doing so, could harm our business. Our success and ability to compete partly depend on the superiority, uniqueness or value of our technology, including both internally developed technology and technology licensed from third parties. To protect our proprietary rights, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Despite our efforts to protect our proprietary rights, unauthorized parties may copy or infringe aspects of our technology, products, services or trademarks, or obtain and use information we regard as proprietary. Our proprietary rights may be especially difficult to protect in foreign countries, where unrelated third parties may have registered our domain names and trademarks under their own names in an attempt to prevent us from using the domain names and trademarks in those countries without paying them a significant sum of money. This could prevent us from using our valuable brands in those countries, and reduce the value of our intellectual property. In addition, others may independently develop technologies that are similar or superior to ours, which could reduce the value of our intellectual property.

As of June 30, 2000, we had 32 registered U.S. trademarks or service marks, and had applications pending for an additional 27 U.S. trademarks. We also have several unregistered trademarks. In addition, RealNetworks has several foreign trademark registrations and pending applications. Many of our marks begin with the word "Real" (such as RealSystem, RealAudio and RealVideo). We are aware of other companies that use "Real" in their marks alone or in combination with other words, and we do not expect to be able to prevent all third-party uses of the word "Real" for all goods and services. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and effective patent, copyright, trademark and trade secret protection may not be available in such jurisdictions.

As of June 30, 2000, we had twelve U.S. patents and numerous patent applications on file relating to various aspects of our technology. We are preparing additional patent applications on other features of our technology. Patents with respect to our technology may not be granted and, if granted, may be challenged or invalidated. Issued patents may not provide us with any competitive advantages and may be challenged by third parties. In addition, others could independently develop substantially equivalent intellectual property.

Many of our current and potential competitors dedicate substantially greater resources to protection and enforcement of their intellectual property rights, especially patents. If a blocking patent has issued or issues in the future, we would need to either obtain a license or design around the patent. We may not be able to obtain such a license on acceptable terms, if at all, or design around the patent. As with other software products, our products are susceptible to unauthorized copying and uses that may go undetected, and policing such unauthorized use is difficult.

To protect our proprietary rights, we rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. These efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology, or may not prevent the development and design by others of products or technologies similar to or competitive with those we develop.

Companies in the computer industry have frequently resorted to litigation regarding intellectual property rights. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other parties' proprietary rights. From time to time, other parties' proprietary rights, including patent rights, have come to our attention and on several occasions we have received notice of claims of infringement of other parties' proprietary rights, and we may receive such notices in the future.

In August 1998, Venson M. Shaw and Steven M. Shaw filed a lawsuit against us and co-defendant Broadcast.com in the United States District Court for the Northern District of Texas - Dallas Division. The plaintiffs allege that we, individually and in combination with Broadcast.com, infringe on a certain patent by making, using, selling and/or offering to sell software products and services directed to media delivery systems for the Internet and corporate intranets. The plaintiffs seek to enjoin us from the alleged infringing activity and to recover damages in an amount no less than a reasonable royalty. We believe the allegations are without merit and intend to vigorously defend ourselves against these claims. However, litigation is inherently uncertain, and we may be unable to successfully defend ourselves against this claim.

From time to time we receive claims and inquiries from third parties alleging that our internally developed technology or technology we license from third parties may infringe the third parties' proprietary rights. We are now investigating several of such pending claims. We could be required to spend significant amounts of time and money to defend ourselves against such claims. If any of these claims were to prevail, we could be forced to pay damages, comply with injunctions, or stop distributing our products while we re-engineer them or seek licenses to necessary technology, which might not be available on reasonable terms. We could also be subject to claims for indemnification resulting from infringement claims made against our customers and strategic partners, which could increase our defense costs and potential damages. Any of these events could harm our business.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES

Few existing laws or regulations specifically apply to the Internet, other than laws and regulations generally applicable to businesses. Certain U.S. export controls and import controls of other countries, including controls on the use of encryption technologies, may apply to our products. However, it is likely that a number of laws and regulations may be adopted in the United States and other countries with respect to the Internet. These laws may relate to areas such as content issues (such as obscenity, indecency and defamation), copyright and other intellectual property rights, encryption, use of key escrow data, caching of content by server products, electronic authentication or "digital signatures," personal privacy, advertising, taxation, electronic commerce liability, e-mail, gambling, sweepstakes, promotions, content regulation, quality of products and services, network and information security and the convergence of traditional communication services with Internet communications, including the future availability of broadband transmission capability. Other countries and political organizations are likely to impose or favor more and different regulation than that which has been proposed in the United States, thus furthering the complexity of regulation. In addition, state and local governments may impose regulations in addition to, inconsistent with, or stricter than federal regulations. The adoption of such laws or regulations, and uncertainties associated with their validity and enforcement, may affect the available distribution channels for and costs associated with our products and services, and may affect the growth of the Internet. Such laws or regulations may therefore harm our business.

We do not know for certain how existing laws governing issues such as property ownership, copyright and other intellectual property issues, taxation, illegal or obscene content, retransmission of media, and personal privacy and data protection apply to the Internet. The vast majority of such laws were adopted before the advent of the Internet and related technologies and do not address the unique issues associated with the Internet and related technologies. Most of the laws that relate to the Internet have not yet been interpreted. Changes to or the interpretation of these laws could:

- limit the growth of the Internet;

- create uncertainty in the marketplace that could reduce demand for our products and services;

- increase our cost of doing business;

- expose us to significant liabilities associated with content available on our Web sites or distributed or accessed through our products or services, and with our provision of products and services, and with the features or performance of our products and Web sites;

- lead to increased product development costs, or otherwise harm our business; or

- decrease the rate of growth of our user base and limit our ability to effectively communicate with and market to our user base.

On October 28, 1998, the Digital Millennium Copyright Act (DMCA) was enacted. The DMCA includes statutory licenses for the performance of sound recordings and for the making of recordings to facilitate transmissions. Under these statutory licenses, we and our broadcast customers may be required to pay licensing fees for digital sound recordings we deliver in original and archived programming and through retransmissions of radio broadcasts. The DMCA does not specify the rate and terms of the licenses, which will be determined either through voluntary inter-industry negotiations or arbitration. We plan to engage in arbitration before a tribunal of the United States Copyright Office with the Recording Industry Association of America during 2000 or 2001 to determine what, if any, licensee fee should be paid. Depending on the rates and terms adopted for the statutory licenses, our business could be harmed both by increasing our own cost of doing business, as well as by increasing the cost of doing business for our customers.

The Child Online Protection Act and the Child Online Privacy Protection Act (COPPA) were enacted in October 1998. The COPPA impose civil and criminal penalties on persons distributing material harmful to minors (e.g., obscene material) over the Internet to persons under the age of 17, or collecting personal information from children under the age of 13. We do not knowingly collect and disclose personal information from such minors. The manner in which the COPPA may be interpreted and enforced cannot be fully determined, and future legislation similar to the COPPA could subject us to potential liability, which in turn could harm our business. Such laws could also damage the growth of the Internet generally and decrease the demand for our products and services.

WE MAY BE SUBJECT TO MARKET RISK AND LEGAL LIABILITY IN CONNECTION WITH THE DATA COLLECTION CAPABILITIES OF OUR PRODUCTS AND SERVICES

Many of our products are interactive Internet applications that by their very nature require communication between a client and server to operate. To provide better consumer experiences and to operate effectively, our products occasionally send information to servers at RealNetworks. Many of the services we provide also require that a user provide certain information to us. We post privacy policies concerning the use, collection, and disclosure of our user data. Any failure by us to comply with our posted privacy policies and existing or new legislation regarding privacy issues could impact the market for our products and services, subject us to litigation and harm our business.

Between November 1999 and March 2000, fourteen lawsuits were filed against the Company in federal and/or state courts in California, Illinois, Pennsylvania, Washington and Texas. The plaintiffs in federal court in Pennsylvania and in Illinois state court have voluntarily dismissed their lawsuits. The remaining twelve actions, which seek to certify classes of plaintiffs, allege breach of contract, invasion of privacy, deceptive trade practices, negligence, fraud and violation of certain federal and state laws in connection with various communications features of our RealPlayer and RealJukebox products. Plaintiffs are seeking both damages and injunctive relief. We have filed answers denying the claims and have filed suit in Washington state court to compel the state court plaintiffs to arbitrate their claims as required by our End User License Agreements. On February 10, 2000, the federal Judicial Panel on Multidistrict Litigation transferred all pending federal cases to the federal district court for the Northern District of Illinois. On the same day, that court granted RealNetworks' motion to stay the court proceedings because the claims are subject to arbitration under our End User License Agreement. Although no assurance can be given as to the outcome of these lawsuits, the Company believes that the allegations in these actions are without merit, and intends to vigorously defend itself. If the plaintiffs prevail in their claims, the

Company could be required to pay damages or other penalties, in addition to complying with injunctive relief, which could harm our business and our operating results.

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR THE PROVISION OF THIRD-PARTY PRODUCTS, SERVICES OR CONTENT

We periodically enter into arrangements to offer third-party products, services or content under the RealNetworks brand or via distribution on various RealNetworks Web sites or in RealNetworks products. We may be subject to claims concerning these products, services or content by virtue of our involvement in marketing, branding, broadcasting or providing access to them, even if we do not ourselves host, operate, provide, or provide access to these products, services or content. While our agreements with these parties often provide that we will be indemnified against such liabilities, such indemnification may not be adequate. It is also possible that, if any information provided directly by us contains errors or is otherwise negligently provided to users, third parties could make claims against us, including, for example, for defamation, negligence, copyright or trademark infringement, unlawful activity, or tort, including personal injury, fraud, or other theories based on the nature and content of information to which we provide links. Investigating and defending any of these types of claims is expensive, even to the extent that the claims do not result in liability. If the claims do result in liability, we could be required to pay damages of other penalties, which could harm our business.

REALNETWORKS' DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWN APPROXIMATELY 45.5% OF OUR STOCK; THEIR INTERESTS COULD CONFLICT WITH YOURS; SIGNIFICANT SALES OF STOCK HELD BY THEM COULD HAVE A NEGATIVE EFFECT ON REALNETWORKS' STOCK PRICE; SHAREHOLDERS MAY BE UNABLE TO EXERCISE CONTROL

As of June 30, 2000, our executive officers, directors and affiliated persons beneficially own approximately 45.5% of our common stock. Robert Glaser, our chief executive officer and chairman of the board, beneficially owns approximately 34.4% of our common stock. As a result, our executive officers, directors and affiliated persons will have significant influence to:

- elect or defeat the election of our directors;

- amend or prevent amendment of our articles of incorporation or bylaws;

- effect or prevent a merger, sale of assets or other corporate transaction; and

- control the outcome of any other matter submitted to the shareholders for vote.

As a result of their ownership and positions, our directors and executive officers collectively are able to significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by RealNetworks directors and executive officers, or the prospect of these sales, could adversely affect the market price of RealNetworks common stock. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of RealNetworks, which in turn could reduce our stock price or prevent our shareholders from realizing a premium over our stock price.

PROVISIONS OF OUR CHARTER DOCUMENTS, SHAREHOLDER RIGHTS PLAN AND WASHINGTON LAW COULD DISCOURAGE OUR ACQUISITION BY A THIRD PARTY

Our articles of incorporation provide for a strategic transaction committee of the board of directors currently comprised of Messrs. Glaser, Breyer and Kapor. Without the prior approval of this committee, and subject to certain limited exceptions, the board of directors does not have the authority to:

- adopt a plan of merger;

- authorize the sale, lease, exchange or mortgage of:

(A) assets representing more than 50% of the book value of our assets prior to the transaction; or

(B) any other asset or assets on which our long-term business strategy is substantially dependent;

- authorize our voluntary dissolution; or

- take any action that has the effect of any of the above.

RealNetworks also entered into an agreement providing Mr. Glaser with a direct contractual right to require RealNetworks to abide by and perform all terms of the articles of incorporation with respect to the strategic transactions committee. This agreement also provides that so long as Mr. Glaser owns a specified number of shares, RealNetworks will use its best efforts to cause him to be nominated to, elected to, and not removed from the board of directors. In addition, the articles provide that Mr. Glaser will serve, or will appoint another officer of RealNetworks to serve, as our policy ombudsman, with the exclusive authority to adopt or change our editorial policies as reflected on our Web sites or in other communications or media in which we have a significant editorial or media voice. The provisions with respect to the authority of the strategic transactions committee and the policy ombudsman may be amended only with the approval of 90% of the shares entitled to vote on an amendment to the articles.

We have adopted a shareholder rights plan that provides that shares of our common stock have associated preferred stock purchase rights. These rights become exercisable and detachable from the associated common stock only following the acquisition by a person or a group of 15% or more of our outstanding common stock or 10 days following the announcement of a tender or exchange offer for 15% or more of our outstanding common stock. The rights entitle our shareholders, other than the person or entity that has acquired or made an exchange or tender offer for 15% or more of our outstanding common stock, to acquire additional shares of our capital stock at a price equal to one-half of the market price at the time of the event and, in certain circumstances, would allow our shareholders to acquire capital stock in the entity that has acquired or made an exchange or tender offer for 15% or more of our outstanding common stock at a similar discount. The exercise of these rights would make the acquisition of RealNetworks by a third party more expensive to that party and has the effect of discouraging third parties from acquiring our company without the approval of our board of directors, which has the power to redeem these rights and prevent their exercise.

Washington law imposes restrictions on some transactions between a corporation and certain significant shareholders. Chapter 23B.19 of the Washington Business Corporation Act prohibits a "target corporation," with some exceptions, from engaging in certain significant business transactions with an "acquiring person," which is defined as a person or group of persons that beneficially owns 10% or more of the voting securities of the target corporation, for a period of five years after such acquisition, unless the transaction or acquisition of shares is approved by a majority of the members of the target corporation's board of directors prior to the acquisition. Such prohibited transactions include, among other things:

- a merger or consolidation with, disposition of assets to, or issuance or redemption of stock to or from the acquiring person;

- termination of 5% or more of the employees of the target corporation as a result of the acquiring person's acquisition of 10% or more of the shares; or

- allowing the acquiring person to receive any disproportionate benefit as a shareholder.

After the five-year period, a "significant business transaction" may occur, as long as it complies with certain "fair price" provisions of the statute. A corporation may not opt out of this statute. This provision may have the effect of delaying, deterring or preventing a change in control of RealNetworks. The foregoing provisions of our charter documents, shareholder rights plan and Washington law, as well as those relating to a classified board of directors and the availability of "blank check" preferred stock, could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. These provisions may therefore have the effect of limiting the price that investors might be willing to pay in the future for our common stock.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE

The trading price of our common stock has been and is likely to continue to be highly volatile. For example, during the 52-week period ended June 30, 2000, the price of our common stock ranged from $25.50 to $96.00 per share. Our stock price could be subject to wide fluctuations in response to factors such as:

- actual or anticipated variations in quarterly operating results;

- announcements of technological innovations, new products or services by us or our competitors;

- changes in financial estimates or recommendations by securities analysts;

- the addition or loss of strategic relationships or relationships with our key customers;

- conditions or trends in the Internet, media streaming, media delivery and online commerce markets;

- changes in the market valuations of other Internet, online service or software companies;

- announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

- legal, regulatory or political developments;

- additions or departures of key personnel;

- sales of our common stock; and

- general market conditions.

The historical volatility of our stock price may make it more difficult for you to resell shares when you want at prices you find attractive. Sharp increases in our stock price could have a negative impact on our financial condition.

In addition, the stock market in general, and the Nasdaq National Market and the market for Internet and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. These broad market and industry factors may reduce our stock price, regardless of our operating performance. The trading prices of the stocks of many technology companies are at or near historical highs and reflect price-earnings ratios substantially above historical levels. These trading prices and price-earnings ratios may not be sustained.

WE MAY BE SUBJECT TO ASSESSMENT OF SALES AND OTHER TAXES FOR THE SALE OF OUR PRODUCTS, LICENSE OF TECHNOLOGY OR PROVISION OF SERVICES

We may have to pay past sales or other taxes that we have not collected from our customers. We do not currently collect sales or other taxes on the sale of our products, license of technology or provision of services in states and countries other than those in which we have offices or employees.

In October 1998, the Internet Tax Freedom Act (ITFA) was signed into law. Among other things, the ITFA imposes a three-year moratorium on discriminatory taxes on electronic commerce. Nonetheless, foreign countries or, following the moratorium, one or more states, may seek to impose sales or other tax obligations on companies that engage in such activities within their jurisdictions. Our business would be harmed if one or more states or any foreign country were able to require us to collect sales or other taxes from current or past sales of products, licenses of technology or provision of services, particularly because we would be unable to go back to customers to collect sales taxes for past sales and may have to pay such taxes out of our own funds.

WE INTEND TO DONATE A PORTION OF NET INCOME TO CHARITY

For the year ended December 31, 1999, we were profitable and set aside 5% of our pretax net income for donations to charity. If we sustain profitability, we intend to donate 5% of our annual net income (excluding amortization of goodwill and stock based compensation expense) to charitable organizations. This will reduce our net income. We have recently incorporated the non-profit RealNetworks Foundation to manage our charitable giving efforts.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this document, all of which are subject to risks and uncertainties. Forward-looking statements include information concerning our possible or assumed future business success or financial results. Such forward-looking statements include, but are not limited to, statements as to our expectations regarding:

- the future development and growth of, and opportunities for, the Internet and the online media delivery market;

- the future adoption of our current and future products, services and technologies;

- future revenue opportunities;

- the future growth of our customer base;

- our ability to successfully develop and introduce future products and services;

- future international revenues;

- future expense levels (including cost of revenues, research and development, sales and marketing and general and administrative expenses);

- future sales and marketing efforts;

- future capital needs;

- the future of our relationships with Microsoft and other companies;

- the effect of past and future acquisitions;

- the future effectiveness of our intellectual property rights; and

- the effect of current litigation in which we are involved;

When we use words such as "believe," "expect" and "anticipate" or similar words, we are making forward-looking statements.

You should note that an investment in our common stock involves certain risks and uncertainties that could affect our future business success or financial results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in "Factors That May Affect Our Business, Future Operating Results and Financial Condition" and elsewhere in this Quarterly Report on Form 10-Q.

We believe that it is important to communicate our expectations to our investors. However, there may be events in the future that we are not able to predict accurately or over which we have no control. Before you invest

in our common stock, you should be aware that the occurrence of the events described in the "Factors That May Affect Our Business, Future Operating Results and Financial Condition" and elsewhere in this Quarterly Report on Form 10-Q could materially and adversely affect our business, financial condition and operating results. We undertake no obligation to publicly update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.