MeetBooks-A-Million.

Mt. Juliet, Tennessee

Columbia, South Carolina

Founded in 1917 as a street corner newsstand in Florence, Alabama, Books-A-Million has grown to become the premier book retailing chain in the southeastern United States, and the second largest book retailer in the nation.

In 2005, current chairman Clyde B. Anderson launched an initiative to recreate the Books-A-Million bookstore experience. This initiative started with the recognition that retail architecture is the foundation of the shopping experience. Books-A-Million stores feature an inviting exterior, a clean and contemporary interior, and a product mix suited for today’s media-savvy consumer.

This new store format has been well-received by customers and has proven to be a great success. Books-A-Million generates over a half billion dollars in sales annually and opened over 40 new locations in 2011. We’re on the move,the bookstore retailer to watch!

COMPANY PROFILE

Books-A-Million currently operates more than 250 stores in 32 states and employs approximately 5,000 associates. The stores include three formats: Books-A-Million superstores, smaller mall-based Bookland stores and Joe Muggs Newsstand cafés.

In addition to its primary retail component, the corporation includes a book wholesale and distribution subsidiary, American Wholesale Book Company, an e-commerce division operating as booksamillion.com, and an Internet development and services company, NetCentral.

The one to watch.

Brandon, Florida

Nearly a century ago, large groups of construction workers from the north came to Florence, Alabama to build the Wilson Dam. Books-A-Million founder Clyde W. Anderson, only 14 at the time, arranged to have newspapers brought by train from the workers’ hometowns to fulfill their longing for news from home. The success of this venture led Clyde to build a newsstand, constructed from old piano crates. Within a few years, Clyde and his brothers started their first bookstore.

The Anderson family business grew from that single bookstore to a regional chain that thrived under the leadership of Clyde’s son, Charles C. Anderson. By the end of the 1970s, the business had expanded into a 50-store enterprise located in southeastern shopping malls and operating under the name Bookland.

The 1980s saw the advent of the superstore and the company jumped into this new aspect of “big box” retailing, changing its name to Books-A-Million in 1992.

In 1988, the company doubled its size when it bought the 50-store chain known as Gateway Books. Other acquisitions have included the 1994 purchase of Books & Co., the 1999 purchase of NetCentral (the company’s web developer), and the 2001 acquisition of Crown Books.

With over 250 stores, the Anderson family remains involved with the company’s management today.

90 years of responding to customers’ needs.

When we look at today’s Books-A-Million it’s hard to imagine that a 14 year-old paperboy started the company in 1917.

Workers at Wilson Dam

Florence, Alabama in 1942

Today, Books-A-Million provides an expansive selection of books, magazines, bargain books, collectible supplies and extensive gift and card departments, suited for today’s consumer.

Special category “stores-within-the-store” include:

Individual stores cater to the specific interests of their communities through the extensive stocking of regional-interest titles and local author events.

Books-A-Million stores are capable of providing a large volume of current, high-demand books. Titles like Harry Potter and the Deathly Hallows by J.K. Rowling, The DaVinci Code by Dan Brown and Paula Deen: It Ain’t All About the Cookin’, are recent examples of high-volume sales driven by media attention. In-store events such as readings and book signings bring crowds to each location.

Faithpoint — featuring Christian books and merchandise

Joe Muggs Café — a full line coffee and espresso bar offering a wide selection of gourmet teas and desserts

Kids Department — plush toys, gifts and special daily readings for kids

Newsstand — featuring the largest selection of magazines in the field

Lakeland, Florida

Kansas City, Missouri

The new bookstore.The architectural character of each Books-A-Million store is customized to be appropriate for its location. Materials, features and details are designed to have an identity that both stands out and at the same time is in-scale with its neighbors.

Most stores have a curved profile, a large sign and a two-story entry porch with high windows featuring a gallery of photographs. The photographs express the character of the interior where customers are surrounded by books. Some stores are tall and bold, and designed to be seen from high speed arterials and freeways. Others are important anchors in pedestrian oriented lifestyle centers that have their own strong regional or architectural character.

Customers of upscale retail centers are discovering Books-A-Million.

REAL ESTATE STRATEGY

Books-A-Million stores are located in critical mass powercenters, community centers, and malls. Retail synergy andcross-shopping opportunities create an ideal retail environment for Books-A-Million.

Customer Profile Well-educatedModerate- to above-average income

Demographic Considerations MSAs over 150,000 preferredHighly educated MSAs over 50,000 considered

Co-Tenant ExamplesNational super anchorsDepartment storesBig box electronics, home goods, and soft goodsGrocery storesRestaurants offering lunch and dinnerMovie theaterCore apparel retailers

Store interiors emphasize the retail strengths of Books-A-Million and are comfortable and easy to shop for customers.

Upon entering the stores, customers can immediately understand the overall layout and can appreciate the extensive selection of books. Embracing and surrounding customers are photographs of readers with their books, which are displayed on ledges above the continuous walls of books.

The center aisle leads to the legendary magazine department that extends across the entire width of the store. The consistently arranged book aisles make it easy to keep oriented and to locate books.

Other major destinations — the kids department and the gift department — have their own unique features. Each creates a sense of a “book-place” and is enhanced with comfortable chairs and the café. Books-A-Million’s sophisticated delivery system allows almost all the space to be used for books and minimizes non-sales areas. The overall experience communicates a sense of clarity and value while being a wonderful haven for booklovers.

The inside story.

32 STATES

Over 250 stores and counting. AlabamaAlabasterBirmingham (3)Mountain BrookHoover CullmanSpanish FortDecaturDothanFlorenceFultondaleGadsdenGulf ShoresHuntsvilleMadisonMobile (2)Montgomery (2)OpelikaOxfordPrattvilleTuscaloosa

ArkansasFt. SmithHot SpringsNorth Little Rock

ConnecticutWaterford

Dist. of ColumbiaWashington DC

FloridaBradentonBrandonCasselberryDavenportDaytona BeachDestinFt. Myers (2)Ft. Walton BeachGainesville (2)JacksonvilleJacksonville BeachJupiterKissimmeeLakeland LeesburgMelbourne Merritt Island

FL (cont.)NaplesNew Smyrna BeachOcalaOrange ParkPalm CoastPanama CityPensacolaPort CharlottePort RicheySanfordSarasotaSebringSunriseTallahasseeVenice Vero Beach (2)

GeorgiaAcworthAlbanyBrunswickCantonColumbusDaltonGainesvilleGriffinLagrangeLawrencevilleMcDonoughPeachtree CityStatesboroValdostaWarner Robbins

IowaAmesDavenportDubuque

IllinoisAuroraChicagoChicago RidgeEdwardsville

IndianaClarksvilleIndianapolisKokomoMerrillvileMuncieTerre Haute

KansasKansas CitySalina

KentuckyCorbinLouisvilleMiddlesboroOwensboroPaducahSomerset

LouisianaAlexandriaBaton RougeBossier CityCovingtonHammondHoumaLafayetteLake CharlesMonroeSlidell

MarylandColumbiaCumberlandGreenbeltHagerstownHanoverLaurelWaldorfWestminster

MaineAuburnBangorSouth Portland

MichiganMonroeRosevilleTraverse City

MissouriBransonHazelwoodJoplin

MississippiBiloxiColumbusCorinth

MS (cont.)HattiesburgJacksonMccombMeridianNatchezSouthavenVicksburg

NebraskaOmaha

North CarolinaAsheboroCharlotte (2)Concord (2)GastoniaGoldsboroNew BernRocky MountSalisburySouthern PinesStatesvilleWilmington

New HampshireConcordN. ConwayWest Lebanon

New JerseyMays LandingParamusVineland

New YorkValley Stream

OhioBeaver CreekCuyahoga FallsDefianceFairview ParkFindlayHamiltonN. CantonNilesPerrysburgSanduskySt Clairsville

OklahomaTulsa

PennsylvaniaButlerErieExtonHanoverHarrisburgJohnstownLancasterMonacaMuncyPhiladelphiaPottstownScrantonSelinsgroveSpringfieldYork

South CarolinaAikenAndersonCharlestonColumbia (3)GreenvilleLexington

SC (cont.)Murrells InletMyrtle Beach (2)North CharlestonRock HillSumter

South DakotaRapid City

TennesseeClarksvilleClevelandCookevilleHixsonJacksonJohnson CityKingsportKnoxvilleMadisonMorristownMt. JulietMurfreesboroNashvilleOak RidgeSeviervilleSpringhill

TexasAbileneBeaumontGrapevineHoustonKatyLaredo LongviewSan AntonioShermanTexarkanaWacoWichita Falls

VirginiaAlexandriaBristolColonial HeightsDullesFredericksburgHarrisonburgLeesburgMcLeanMidlothianRoanokeVirginia BeachWaynesboroWilliamsburgWinchesterWoodbridge

WisconsinEau Claire

WestVirginiaBarboursvilleBridgeportCharleston (2)MartinsburgMorgantownTriadelphia

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG December 2011.

Capitol4 x 4 Table Kit

Concept Capitol features a larger foamcor header. This large table sign calls special atten-tion to the Hunger Games promotional products.

Dimensions: 18”W x 23.5”H header (double thickness foamcor with hollowed out area to �t over sign holder), 48” x 48” Table Surface Graph-ic, 24” x 24” Table Riser Surface Graphic

Project : Hunger Games Graphic Treatments Client : Books-A-MillionConcept : Capitol

Double thickness foamcor sign slips over existing sign holder

CLUB PRICE:$19.99

RETAIL PRICE:$24.99

Limited time o�er. Valid on pre-order of Hunger Games DVD only. Reward Card good for any purchase in-store

or at booksamillion.com. Expires 30 days from activation date listed on card.

AVA I L A B L E S A T U R D A Y , A U G U S T 1 8

and receive a

FREE $10Reward Cardplus over $50 in valuable coupons

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG December 2011.

Capitol4 x 4 Table Kit

Concept Capitol features a larger foamcor header. This large table sign calls special atten-tion to the Hunger Games promotional products.

Dimensions: 18”W x 23.5”H header (double thickness foamcor with hollowed out area to �t over sign holder), 48” x 48” Table Surface Graph-ic, 24” x 24” Table Riser Surface Graphic

Project : Hunger Games Graphic Treatments Client : Books-A-MillionConcept : Capitol

Double thickness foamcor sign slips over existing sign holder

Hunger Games In-Store Shop

Hunger Games DVD Pre-Order Campaign

Twilight Pre-Order Campaign

Free gift with New Moon DVD purchase

Harry Potter Promotion and Midnight Event

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG April 2011.

Final Lap Temporary Endcap / 4ft Section KitConcept Final Lap incorporates imagery of the three main characters featured in the Cars 2 movie.

Materials: Litho-Mounted Corrugated and Paperboard

concept subject to minor changes in production

Project : Cars 2 Temp. Endcap / 4ft. Section Client : Books A MillionConcept : Final Lap

endcap header and side panels attach to slatwall with clips

endcap header detail

RingbindSpecialty Branded Endcap and 4’ Section

Designed to accommodate a range of “Wimpy Kid” books, games, movies, and action �gures, concept Ringbind communicates the branding logos and colors in a fun, engaging way.

The dimensional comb-style binding clip along the top edge of the 4’ section cre-ates a realistic look.

Materials: Powdercoated Metal Tubing, Laminated MDF, and acrylics

concept subject to minor changes in production

Project : Diary of a Wimpy Kid Aisle / Endcap Treatment Client : Books A MillionConcept : Ringbind

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG January 2011.

Cars 2 In-Store Shop

Diary of a Wimpy Kid In-Store Shop

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG January 2012.

Lively IIIEndcap / Inline Graphic Treatment

The inline section of concept Lively incorporates an oversized Dr. Seuss graphic featuring several of the most popular characters.

The Mix and Match promotional lugon can be added or removed as needed by clip-ping onto the graphic header.

Material Use: Temporary-Corrugate or Semi Permanent-Sintra, Foamcor, or styrene.

Project : Dr. Seuss Endcap and Inline Client : Books-A-MillionConcept : Lively III

Summer Reading Promo Graphic

Lorax Movie Promo Graphic

Hardwood4’ x 4’ Table Graphic Treatment

This stylized graphic kit features unique diecuts and helps transform the 4’ x 4’ table into a thematic expression of the Hobbit �lm franchise. The kit consists of a table topper, leg wraps, and a dimensional header designed to �t over the existing banner holder.

Material Use: Temporary-Corrugate / Paperboard or Semi Permanent-Sintra, Foam-cor, or styrene.

Concept subject to minor changes in re�nement.

Project : Read the Hobbit 4 x 4 Table Client : Books-A-MillionConcept : Hardwood

exploded view of display components

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG May 2012.

corrugate or paperboard table leg wrap

corrugate box structure slides over top of banner assembly

corrugate or paperboard lugon frame

Dr. Seuss In-Store Shop

The Hobbit In-Store Shop

Hardwood4’ x 4’ Table Graphic Treatment

This stylized graphic kit features unique diecuts and helps transform the 4’ x 4’ table into a thematic expression of the Hobbit �lm franchise. The kit consists of a table topper, leg wraps, and a dimensional header designed to �t over the existing banner holder.

Material Use: Temporary-Corrugate / Paperboard or Semi Permanent-Sintra, Foam-cor, or styrene.

Concept subject to minor changes in re�nement.

Project : Read the Hobbit 4 x 4 Table Client : Books-A-MillionConcept : Hardwood

exploded view of display components

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG May 2012.

corrugate or paperboard table leg wrap

corrugate box structure slides over top of banner assembly

corrugate or paperboard lugon frame

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG January 2013.

DuckCom VII4 x 4 Table Branding KitThe DuckCom series of concepts are designed to bring the Duck Commander brand alive in BAM stores, creating an “o�cial destination.”

Design subject to minor changes in re�nement.

Project : Duck Commander In-Store Destination Client : Books A MillionConcept : DuckCom VII

Military-Style textural camo netting covers front, back and top of table

Pillowed foamcor signs

Corrugated header / product prop in center of table

Fits onto Existing square table

All rights reserved. The contents including the picture and design are subject to copyright protection and other laws for the protection of intellectual property. The contents may not be reproduced, disseminated, modi�ed or made available to third parties for commercial purposes without the express written permission of Compass Display Group.©CDG January 2013.

Project : Downton Abbey Signage Client : Books A MillionConcept : Regents Park II

Exact header height TBD. Care to be taken so that

header is tall enough not to be blocked by product.

Regents Park IITable TopperThis version of the Downton Abbey Kit features a header and shelf topper graphic covering the entire end of the table, and dropping down over edge.

Materials: Printed / Diecut Corrugate Board

Design subject to minor changes in re�nement.

Downton Abbey In-Store Shop

Duck Commander In-Store Shop