UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-15473

OpenTV Corp.

(Exact name of Registrant as specified in its charter)


British Virgin Islands		98-0212376
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

275 Sacramento Street San Francisco, California		94111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(415) 962-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Class A ordinary shares, no par value

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d). Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to the filing requirements for at least the past 90 days. Yes þ No ¨

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨		Accelerated filer þ
Non-accelerated filer ¨		Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the Class A ordinary shares of the registrant held of record by non-affiliates of the registrant as of June 30, 2009, computed by reference to the last sales price of such Class A ordinary shares on The NASDAQ Global Market as of the close of trading on June 30, 2009, was approximately $107,097,017. For purposes of this calculation, the directors and executive officers of the registrant as of June 30, 2009 and the holders of record of 10% or more of any class of the registrant’s ordinary shares outstanding as of June 30, 2009 (excluding Cede & Co., nominee of the Depository Trust Company) are deemed to be affiliates of the registrant. Treasury shares are also excluded. The determination of affiliate status for this calculation is not necessarily a conclusive determination for other purposes.

As of February 26, 2010, the registrant had outstanding:

108,195,837 Class A ordinary shares; and

30,206,154 Class B ordinary shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s proxy statement for its 2010 Annual Meeting of Shareholders (Part III).

OPENTV CORP.

2009 ANNUAL REPORT ON FORM 10-K


		Page
	Part I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	23
Item 2.	Properties	23
Item 3.	Legal Proceedings	23
Item 4.	(Removed and Reserved)	25

	Part II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 8.	Financial Statements and Supplementary Data	57
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57
Item 9A.	Controls and Procedures	57
Item 9B.	Other Information	59

	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	60
Item 11.	Executive Compensation	60
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	60
Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
Item 14.	Principal Accounting Fees and Services	60

	Part IV
Item 15.	Exhibits, Financial Statement Schedules	61

OpenTV, the OpenTV logo and our product names are trademarks or registered trademarks of OpenTV Corp. or its subsidiaries in the United States and other countries. Other product names mentioned herein may be trademarks or registered trademarks of their respective owners.

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains forward-looking statements that involve risks and uncertainties, as well as assumptions, that, if they never materialize or prove incorrect, could cause the results of OpenTV Corp. and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any: projections of revenue, gross margin, expenses, earnings or losses from operations; statements of the plans, strategies and objectives of management for future operations; statements concerning developments, performance or market conditions relating to products or services; statements regarding future economic conditions or performance; statements of expectation or belief; and statements of assumptions underlying any of the foregoing. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. All these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ materially from those projected in these forward-looking statements as a result of many factors, including those identified in Item 1A “Risk Factors” and elsewhere. We urge you to review and consider the various disclosures made by us in this report, and those detailed from time to time in our filings with the Securities and Exchange Commission, that attempt to advise you of the risks and factors that may affect our future results.

PART I

Item 1.

Business

Overview

We are one of the world’s leading providers of advanced digital television solutions dedicated to creating and delivering compelling viewing experiences to consumers of digital content worldwide. Our software enables cable, satellite, telecommunications and digital terrestrial operators, which we refer to as network operators, to offer enhanced television experiences to their viewers. We sell our software solutions principally to network operators and manufacturers of digital set-top boxes and digital televisions. We also sell related software solutions to broadcasters, programmers and advertisers that enable them to offer interactive and enhanced television experiences. Historically, our software licensing arrangements have been made directly with the network operator or set-top box manufacturer. In 2008, we began licensing our middleware solutions indirectly through distribution arrangements with other key partners such as Nagravision SA and Irdeto Access B.V., and we expect that distribution of our products and solutions through these types of arrangements will increase in the future. As of December 31, 2009, more than 58 network operators had deployed our middleware solutions and 13 network operators had deployed our advertising solutions. To date, our software has been shipped in more than 145 million digital devices worldwide.

Our software solutions enable our customers to differentiate their video service offerings from their competitors by delivering a flexible and manageable platform from which they can easily and efficiently launch new digital television and interactive services that help them attract and retain viewers. Our software solutions also help enable viewer participation in the television experience through the use of commerce, information retrieval, entertainment, games and other applications delivered via television networks. By leveraging our international footprint, with the millions of set-top boxes in which our software has been deployed, we believe we are well-positioned to continue to develop and offer compelling solutions for television, including support for personal video recorders (PVR), high definition (HD) digital television, next-generation user interfaces, revenue-generating applications, advanced advertising solutions and other solutions designed to make our customers’ video service offerings more compelling and profitable.

With our middleware solutions, network operators are able to manage the creation and delivery of advanced digital television services to their subscribers across a variety of set-top boxes provided by multiple manufacturers and within numerous network infrastructures. Major set-top box manufacturers incorporate our

software directly into hundreds of set-top box models, which allows our solutions to be easily activated by network operators upon deployment. Our “core” technology platform for set-top boxes, which we refer to as “middleware,” permits network operators to maintain a consistent user experience for their subscribers irrespective of the set-top box or boxes that may be deployed within a subscriber’s home and the source of the video signal transmitted to that subscriber’s home, whether transmitted over cable, satellite, digital terrestrial, or IP (Internet protocol). Our middleware also allows our customers, including programmers and advertisers, to develop applications once, without the need to rewrite those applications for different hardware environments, and offers network operators the ability to effectively and efficiently manage their business and launch new services to their viewers. We continue to evolve our middleware by enhancing and adding new features. We have developed enhancements to our PVR solutions that retain interactive content for future playback simultaneously with the recorded broadcast. We have also developed PVR enhancements that will enable recording of high definition television and are developing solutions for distribution of protected content to other devices in the home network.

As part of our advertising solutions, we offer campaign management solutions that allow network operators to manage the traffic and billing of advertisements, provide targeted and addressable advertising capabilities and integrate measurement technologies that detail how viewers engage and interact with programs and advertisements. We have developed applications that enable viewers to engage in commerce transactions, retrieve information such as product brochures and news updates, and other interactive services. In addition, we have developed a solution that enables network operators as well as broadcasters and programmers to establish and manage relationships with their viewers on a real-time basis as they interact with content across multiple devices, including television, mobile and the Internet, in order to record viewer preferences, voting and other desired metrics.

For both our middleware and advertising solutions, we offer professional engineering and consulting services to help implement and coordinate the launch, integration and customization of the technologies and products that we provide. We offer a robust maintenance and support program covering our products and solutions, ensuring that our customers get timely support and advice concerning the products they license from us. We believe that our extensive experience in the digital television sector makes these services especially attractive to our customers as they seek to leverage our institutional knowledge and practical perspective.

We have invested significant resources in developing our software solutions and believe that our intellectual property portfolio protects many of the key elements necessary to support digital interactive and enhanced television. As of December 31, 2009, we owned 115 patents issued in the United States and 610 patents issued outside of the United States, and an additional 194 patent applications are pending throughout the world. This patent portfolio establishes what we believe to be an industry-leading technology position for OpenTV.

We are incorporated in the British Virgin Islands. Kudelski SA, directly and indirectly through its subsidiaries, beneficially owns Class A and Class B ordinary shares of our company collectively representing an economic interest of approximately 89% and a voting interest of approximately 96% in our company, based on the number of our ordinary shares outstanding as of December 31, 2009.

Recent Events

On October 5, 2009, a subsidiary of Kudelski SA (Kudelski) launched an unsolicited tender offer to purchase all of our outstanding Class A ordinary shares not owned by Kudelski or any of its affiliates for $1.55 per share. On October 20, 2009, we filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission (SEC) in response to the unsolicited tender offer in which our board of directors expressed no opinion as to whether our shareholders should tender their shares and indicated it would remain neutral as to the tender offer. On November 25, 2009, Kudelski completed the tender offer and acquired 77,668,849 Class A ordinary shares in such tender offer. As of December 31, 2009, Kudelski, directly and indirectly through its subsidiaries, beneficially owned Class A and Class B ordinary shares of our company collectively representing an economic interest of approximately 89% and a voting interest of approximately 96% in our company.

On February 19, 2010, Kudelski, together with two of its subsidiaries, which collectively own ordinary shares representing more than 90% of our outstanding voting power, delivered a written notice to us pursuant to Section 176 of the BVI Business Companies Act, 2004 (as amended, the BVI Act) directing us to redeem all of the outstanding Class A ordinary shares (other than Class A ordinary shares held by Kudelski and those two subsidiaries). In its written instructions, Kudelski recommended that we redeem the Class A ordinary shares at a price of $1.55 per share. Pursuant to the BVI Act, upon the receipt of such written instructions from Kudelski and its two subsidiaries we became obligated to redeem all of the outstanding Class A ordinary shares (other than any such shares held by Kudelski or its subsidiaries). Accordingly, on February 24, 2010, we announced the redemption of all of our outstanding Class A ordinary shares, other than any such shares held by Kudelski and two of its subsidiaries, for $1.55 per share. We intend to complete the redemption at 5:00 p.m., New York City time, on March 26, 2010. In addition, on February 24, 2010, we notified the NASDAQ Stock Market of our intent pursuant to NASDAQ Marketplace Rule 5840(j) to voluntarily delist our Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010. We also intend to file a Form 25 with the SEC in order to effect the voluntary delisting of our Class A ordinary shares on or about March 17, 2010. For more information regarding the redemption, please see the Rule 13E-3 transaction statement, as amended, and the exhibits thereto, including the redemption notice/transaction statement, which were filed with the Securities and Exchange Commission on February 24, 2010.

Our Operating Businesses

We manage our businesses geographically and in accordance with two primary operating segments. From a line-of-business standpoint, we manage our reporting units within the following two operating segments: Middleware Solutions and Advertising Solutions. From a geographic standpoint, we group customers within the following regions: Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific. Financial information related to our operating segments and according to geographic area can be found in Note 21 to our Consolidated Financial Statements, which appear in Part IV of this Annual Report on Form 10-K.

Middleware Solutions

Our middleware solutions segment is composed of set-top box middleware and embedded browser technologies, as well as software components that are deployed at the network operator’s headend.

Our set-top box middleware and embedded browser software provide a common platform for network operators, set-top box manufacturers, manufacturers of other consumer electronics devices, programmers, content producers, advertisers and interactive application developers to create, deliver and manage advanced digital television services across the various digital television environments and network architectures. These technologies enable advanced digital television services to operate on cable, satellite, digital terrestrial, and telecommunications networks providing network operators the ability to cost effectively deploy consistent advanced digital television services across set-top boxes and through other products manufactured by a multitude of vendors.

Most of our revenues are currently derived from the licensing of our set-top box middleware and embedded browser technologies. We have historically realized these revenues through one-time royalty payments and ongoing support fees. We have also entered into subscription-based licensing arrangements with some of our network operator customers, pursuant to which we are paid a monthly fee for each set-top box that is deployed by the network operator for so long as that set-top box remains in use by the end-user. We expect to continue offering this licensing model in the future to our customers and expect to derive more of our revenues from subscriber-based fees. Historically, our software licensing arrangements have been made directly with the network operator or set-top box manufacturer. In 2008, we extended our licensing model to include the licensing of our technology and services indirectly through distribution arrangements with other key partners such as Nagravision and Irdeto.

As of December 31, 2009, our set-top box middleware and embedded browser technologies had been deployed by more than 58 network operators and collectively had been shipped in more than 145 million digital devices around the world.

In addition to the software we integrate on set-top boxes, we also offer software components that are deployed at the network operator’s headend, including OpenTV Streamer, Account, Notify and Automate. These headend solutions enable more effective integration of the set-top box software with the network operator’s infrastructure. Additionally, we offer development tools that permit broadcasters, programmers and developers to create, test, and deliver interactive content and applications. Through Ruzz TV Pty Ltd., which we acquired in September 2008, we also provide digital television technologies that enable broadcasters to manage their workflow and content processes more efficiently.

Our set-top box middleware and embedded browser technologies consist of the following solutions:

OpenTV Core Middleware. This set-top box software technology for advanced digital television services is our primary offering. OpenTV Core supports a wide range of services, including electronic program guides, video-on-demand (VOD), PVR, customer care applications, and other interactive and enhanced applications. Our latest, fifth generation release of middleware is OpenTV Core2.

The following features and functions are supported by OpenTV Core:

•

Support for Basic and Advanced Digital Set-top Boxes. OpenTV Core can operate with the relatively limited processing power and memory found in most mass-market digital set-top boxes currently deployed by network operators. OpenTV Core is also suitable for more advanced digital set-top boxes that contain increased processing power and memory. This permits us to offer technical solutions that address the limited capabilities of many set-top boxes that are currently deployed by various network operators while simultaneously offering a solution that will enable network operators to take advantage of more powerful set-top boxes in the future.

•

High Definition Content. OpenTV Core supports HD standards and graphics for external displays and peripherals, such as HDMI (High Definition Multimedia Interface) and HDCP (High-Bandwidth Digital Content Protection).

•

On-Demand Content. OpenTV Core supports a variety of on-demand services, including PVR as well as Push, Pull, and Streamed VOD, that enable media-rich user interfaces for browsing content that is requested on-demand by the user, either from a local hard drive or from the network operator’s headend, and includes the underlying protocols to establish sessions and control streams via easy-to-use navigational controls.

•

HTML Support. The HTML (HyperText Markup Language) browser integrated with OpenTV Core allows the utilization of HTML and JavaScript elements in the creation of user experiences for digital television as well as the ability to deliver existing web-based content to subscribers through a digital set-top box.

•

Connectivity. OpenTV Core provides solutions for broadcast or point-to-multipoint networks as well as high bandwidth, bi-directional, point-to-point networks. OpenTV Core includes modules that support common digital television-related communication protocols, such as DOCSIS (Data Over Cable Service Interface Specification), which provides a data return channel for cable modem set-top boxes, and Digital Living Network Alliance (DLNA), which supports home networking and the ability of users to retrieve data at broadband speeds from a variety of devices within the home.

•

Localization. OpenTV Core supports text input and presentation of substantially all languages in common use, including double byte Asian languages, and allows for localization of interactive television services for different countries.

•

Measurement. OpenTV Core provides the support for network operators, programmers, and advertisers to collect information and data regarding viewer preferences, viewing habits, and other analytical information that helps assess the efficacy of programming and advertising.

OpenTV PVR. OpenTV PVR enables network operators to deliver advanced personal video recording services to their subscribers, including the ability to record multiple broadcast or on-demand programs simultaneously and play back those programs via easy-to-use navigational controls such as pause, fast forward and rewind, on set-top boxes that contain either internal or USB connected hard drives. Our PVR solution also enables both series recording and the recording of an interactive TV broadcast that retains interactive content for future playback simultaneously with the recorded broadcast.

OpenTV Spyglass. OpenTV Spyglass is a customizable HTML browser designed specifically for information appliances other than personal computers and is deployed independently from OpenTV Core. OpenTV Spyglass supports key Internet standards and is optimized and designed for advanced digital television services. A version of OpenTV Spyglass, known as the OpenTV Integrated Browser, has been developed for the Japanese consumer electronics market with support for Broadcast Markup Language, or BML. The OpenTV Integrated Browser was developed in partnership with Panasonic Corporation (formerly known as Matsushita Electric Company), one of Japan’s largest consumer electronics companies, and has been shipped on more than 11 million Panasonic and JVC branded digital television sets within Japan since September 2003.

OpenTV Enterprise Solutions. OpenTV Enterprise Solutions are software components that are installed at a network operator’s broadcast facility, headend, or back office to enable the creation, management, and delivery of advanced digital television services to OpenTV-enabled set-top boxes and include products such as:

•

OpenTV Streamer. OpenTV Streamer enables network operators to integrate applications and data with audio and video signals for reception on set-top boxes enabled with OpenTV Core. OpenTV Streamer relies on hardware architecture that is capable of interfacing with any standard digital broadcast system.

•

OpenTV Account. OpenTV Account enables electronic commerce features within interactive television applications and gives network operators the opportunity to develop commerce-related interactive television revenue streams. Key features of OpenTV Account include single sign-on management, electronic-receipt management, electronic wallet and address book management, and security.

•

OpenTV Notify. OpenTV Notify enables network operators to send broadcast notifications to individual or multiple set-top boxes allowing network operators to deliver convenient messaging, such as email, instant messaging, order confirmation and news alerts to their subscribers.

•

OpenTV Automate. OpenTV Automate provides content management, scheduling, and synchronization for interactive television applications, including enhanced television, interactive advertising and broadcast virtual channels.

OpenTV Enhanced Content. We develop and offer interactive applications for programmers and network operators that deliver compelling interactive content. We have also worked in conjunction with several of our network operators to develop video-mosaic applications for sports, news and other content. In addition, we continue to work with programmers and broadcasters around the world to develop unique user experiences and interactive and enhanced applications to extend their brands and engage with viewers.

OpenTV Development Tools and Support for Third Party Application Developers. We encourage content developers to design and create applications on OpenTV-enabled networks by offering a series of application development tools and support tool sets that enable them to develop and market applications directly to network operators. The tools can be used alone or in combination with other third party tools to meet virtually any interactive television development need, such as creating virtual channels, building interactive advertisements, enhancing existing programs with interactive features, and testing interactive television content through a simulated broadcast environment.

Advertising Solutions

We provide software solutions that enable the sales and management of traditional linear advertising as well as solutions for the creation, integration and delivery of addressable and interactive advertising for digital television systems. In addition, we offer measurement technologies (in combination with our middleware) that enable our network operator customers to detail how viewers engage and interact with programs and advertisements.

Our advertising solutions are designed to provide our customers with an integrated solution to address key challenges in the advertising market. Technology advancements are changing the way viewers watch television. Technologies, such as PVR and VOD, allow viewers to time-shift and receive programming in an on-demand and commercial-avoidable manner; those types of services have changed the television viewing experience and created new advertising opportunities. These advancements are expediting the need for advertising that is more relevant to individual viewers and for advertising that more deeply engages viewers. Our advertising solutions offer network operators the ability to sell, manage, bill and deliver multiple advertisements across an operator’s network; to deliver advertisements with more relevance to viewers based on a variety of demographic and other information; and to enable television viewers to interact with advertisements including, for example, requesting brochures and finding local retail outlets. The market for these types of solutions is still developing, and there are many issues that will need to be resolved over time, including technical and privacy issues, before these solutions become extensively deployed.

Our advertising solutions currently consist of the following technologies and services:

•

OpenTV EclipsePlus. OpenTV EclipsePlus is our advertising campaign management system, which is also known as sales and inventory management or traffic and billing. It manages the distribution of advertising content across various media platforms and outlets, providing network operators the tools to schedule and verify the display of advertising content on their networks and to bill the advertisers based upon such verification. Our campaign management solutions are currently deployed by six network operators in 15 of the top 25 United States cable television markets. Our campaign management solutions are not dependent on a network operator deploying OpenTV’s middleware solutions.

•

OpenTV Eclipse. OpenTV Eclipse is our advertising campaign management system that is designed to serve two market segments, smaller network operators and international network operators, that do not require the scaling and sophistication of the OpenTV EclipsePlus enterprise solutions.

•

OpenTV iAd. OpenTV iAd is a suite of products that enables our customers to create, enable and display interactive advertising applications as an overlay to broadcast advertising content. The overlays can link to a variety of content such as long-form advertising, requests for information, and other alternatives. This suite of products is integrated with our middleware and currently consists of the following products:

•

OpenTV Ad Producer: a template-based tool that allows a third party, such as an advertising agency, to create interactive advertising content by assembling graphic assets following a step-by-step process. OpenTV Ad Producer creates Extensible Markup Language (XML) that can be easily interpreted by the OpenTV Ad Manager system.

•

OpenTV Ad Manager: a Windows-based software tool that enables network operators to use the XML file generated by the OpenTV Ad Producer in order to verify, authenticate and preview the application content, trans-code the content to binary code that each set-top box can interpret and schedule the application for broadcast.

•

OpenTV Inject: a post-production video editing tool that enables producers to easily insert “triggers” into an analog or digital video stream. The trigger is detected by a set-top box when the video plays. An on-screen prompt is automatically displayed, alerting the viewer that additional interactive content is available.

•

OpenTV SpotOn. OpenTV SpotOn is an addressable advertising solution that includes both set-top box “client software” as well as back-office components for planning, copy development, scheduling and managing addressable advertising audience profiles, and specific copy delivery. Addressable advertising provides the opportunity for viewers of telecast programming to receive different advertisements simultaneously in the program based on their geographic, demographic, or psychographic profiles. Back office components of this system may be integrated with OpenTV EclipsePlus or other traffic and billing solutions or may be used independently. Set-top box components are typically deployed as independent applications but can be integrated as a middleware component.

•

OpenTV Participate. OpenTV Participate is a scalable platform that enables the creation and real-time execution of mass participation events synchronized with live or pre-recorded television shows on multiple screen types and distribution platforms. It allows programmers to offer viewers competitions, quizzes, auctions, voting, and games using a variety of input devices, including mobile phone, personal computer, and television. Additionally, this functionality can be used to provide the same level of interaction with commercial advertising content. This solution provides interaction via the traditional set-top box deployed by a network operator as well as synchronous linkage to Internet and cell phone applications.

Professional Services and Support

To complement our various businesses, we provide a comprehensive suite of professional engineering and consulting services on a worldwide basis to network operators, set-top box manufacturers, and content and application developers in support of our product offerings. The services that we provide include business consulting, porting and integration, application customization and localization, launch management, and technology training services. These services allow us to manage various advanced digital television and advertising projects, from discrete integration or development assignments to complete end-to-end digital programming solutions for network operators. Our services include maintenance and support for our products after they have been installed and commercially deployed by our network operators and set-top box manufacturers, including the provision of product updates. Services are generally provided on a paid engagement basis and are either executed on a time and materials or fixed price basis, except that maintenance and support is generally subject to an annual fee.

Customer and Industry Relationships

We have established significant relationships with many of the leading network operators, set-top box manufacturers, chipset manufacturers, programming networks, and conditional access providers around the world. Our customer and industry relationships include the following:

•

Network Operators. Over 58 network operators around the world have launched our middleware platform, including Essel Group with Dish TV in India; Austar Entertainment Pty. Ltd. and FOXTEL in Australia; Bell TV and Shaw Direct (formerly StarChoice) in Canada; British Sky Broadcasting (BSkyB) in the United Kingdom; DISH Network in the United States; MultiChoice Africa; Numericable in France; Sky Italia in Italy; UPC Broadband (UGC), Ziggo B.V. (which acquired Casema in 2008) and Canal Digitaal in The Netherlands; TV Cabo and Portugal Telecom in Portugal; NET and Embratel in Brazil; and Digiturk in Turkey. The number of network operators that have deployed our software may change from year to year as network operators continue to consolidate or merge.

•

Set-Top Box Manufacturers. Our software has been ported by more than 40 manufacturers on hundreds of set-top box models, including models produced by Advanced Digital Broadcast, Amino, Amstrad, EchoStar, Panasonic, Motorola, Pace Micro Technology (which acquired Philips’ set-top box business in 2008), Sagem, Samsung, Cisco (which acquired Scientific-Atlanta in 2006), Thomson and UEC Technologies (Pty) Ltd.

•

Chipset Manufacturers. OpenTV middleware has been ported to most of the major chipset vendors for set-top boxes, including Broadcom, Conexant, NEC and ST Microelectronics. OpenTV middleware has also been ported to the latest generation of chipsets supporting MPEG-4 AVC.

•

Conditional Access Providers. We have integrated our middleware with conditional access software provided by Conax, Irdeto, Motorola, Nagravision (which is controlled by Kudelski SA), NDS Group, Verimatrix and Viaccess.

•

Programming Networks. We have worked with numerous programming networks, including NBC Universal, Inc., American Broadcasting Company, Turner Broadcasting System, Discovery Communications, QVC Shopping Network, Playboy Enterprises and Showtime Networks, to enhance their programming and advertising content.

BSkyB, directly and indirectly, accounted for approximately 15% of our revenues during 2009 in the form of set-top box royalties and licenses paid for by its manufacturers and other direct services and support fees.

Sales and Marketing

We promote and sell the majority of our products and services through our direct sales organization to corporate enterprises, including network operators, programmers, advertisers, and set-top box manufacturers. Historically, our software licensing arrangements have been made directly with the network operators or set-top box manufacturers. In 2008, we extended our licensing model to include the licensing of our technology and services indirectly through distribution arrangements with other key partners such as Nagravision and Irdeto. We have regional sales and marketing groups that are generally responsible for customers within their geographic areas: Americas; EMEA; and Asia Pacific.

Competition

The markets in which we compete are intensely competitive and rapidly changing. Current and potential competitors in one or more areas of our business include digital television technology companies and companies developing interactive television content and applications. The principal competitive factors in our industry include product functionality, speed of product integration, breadth of network and platform coverage, scalability, price, possession of adequate intellectual property rights, and sales and marketing efforts. The following is a competitive analysis of our business segments.

Middleware Solutions

Competitors offering middleware solutions include NDS Group, Microsoft Corporation, IDWay SAS (which was acquired by Irdeto in 2007), Sea Change International (which acquired the European assets of Liberate Technologies in 2007), and Cisco (which acquired Scientific-Atlanta, Inc. in 2006). NDS Group historically provided conditional access and limited interactive application technologies to its customers. However, in 2003, NDS Group extended its interactive services offerings with its acquisition of MediaHighway from Thomson Multimedia and today offers a bundled solution, including a conditional access system and middleware, that competes with our middleware offering. We do not offer a bundled solution that includes a conditional access system, but we have recently entered into distribution arrangements with conditional access vendors, including Nagravision, which is owned by Kudelski SA, our controlling shareholder, in order to enable them to bundle our middleware offering with their conditional access systems. News Corporation holds a significant interest in NDS Group. News Corporation also controls, directly and indirectly, or exerts significant influence over, several satellite network operators around the world, including BSkyB, Sky Italia, FOXTEL and Sky Network Television, which are satellite operators in the United Kingdom, Italy, Australia and New Zealand, respectively. While we continue to work with, and provide technology and services to, many affiliates of News Corporation, including BSkyB, Sky Italia, FOXTEL and Sky Network Television, News Corporation’s interest in NDS Group, and any extension by NDS Group of its product offering, may significantly increase competitive

pressures and affect the willingness of News Corporation affiliates to work with us or to obtain products or services from us. We cannot, therefore, be certain of the long-term implications of News Corporation’s interest in NDS Group or the effects that such interest may have upon our relationships and opportunities to work with the many satellite operators throughout the world that are controlled by News Corporation.

In April 2005, TVWorks, LLC, a joint venture between Comcast Corporation and Cox Communications, acquired substantially all of the North American assets of Liberate Technologies, which included technologies that compete with ours. It remains uncertain how TVWorks will develop and deploy those technologies, including whether TVWorks intends to sell those technologies and related products to other cable operators in competition with us.

Cisco, through its acquisition of Scientific-Atlanta, develops and markets in the United States a product line known as PowerTV, which includes an operating system and middleware for advanced digital interactive cable television markets. Cisco is also a major manufacturer of set-top boxes, and many of our customers or potential customers may seek to deploy set-top boxes manufactured by Cisco. We historically competed with Scientific-Atlanta in the United States, though in markets outside the United States we have cooperated more closely with Cisco to integrate and distribute our solutions in their digital set-top boxes.

For several years, Microsoft Corporation has been working to create interactive television solutions. Microsoft has several deployments of its interactive television solutions and, in particular, its internet protocol television (IPTV) solutions, and we expect that Microsoft may become a strong competitor in the market for advanced digital television solutions.

In the IPTV market, we expect to face competition from other middleware providers who have partnered with leading systems integrators and telecommunications equipment manufacturers to provide end-to-end IPTV solutions for cable, satellite, and telecommunications operators. Our competition includes Microsoft and Alcatel, who have entered into a joint development, integration, and marketing agreement to deliver IPTV solutions worldwide. Other competitive IPTV offerings that deliver middleware solutions include Alcatel-Lucent, Ericsson, Nokia Siemens Networks, and NDS.

The primary competition for OpenTV PVR comes from other middleware vendors including Microsoft, NDS Group, Guideworks LLC, a joint venture between Comcast and Gemstar-TV Guide International, Digeo, and Motorola, which include PVR functionality either with their electronic program guide, or EPG, or as an additional feature. Other PVR technology providers targeting the integrated PVR space include set-top box manufacturers, such as Pioneer, Pace, Humax, UEC, Motorola, and Cisco, and dedicated PVR solution providers including TiVo and ReplayTV, which was acquired by DirecTV Group, Inc. in 2007.

Advertising Solutions

In the markets for our advertising solutions, our primary competition comes from Visible World Corporation, NDS Group, Invidi Corporation, Navic Networks (acquired by Microsoft in 2008), Harris Corporation, and Tandberg Television (acquired by Ericsson in 2007). The market for addressable and interactive technology is still developing, and we expect additional competitors to appear as the market continues to develop. Visible World provides a suite of services enabling advertisers and agencies to develop and deliver content and advertising that can be geographically and demographically customized as well as dynamically updated based on business parameters and market trends and demands. Navic Networks provides technology that enables the delivery and placement of targeted interactive media. In the area of campaign management, Harris Corporation, which offers a competitive solution through its Novar division, represents our primary competitor for traditional traffic and billing solutions. As the need for more advanced solutions develops, we expect to see increased competition from other companies, such as WideOrbit, which currently provides a campaign management solution to the broadcasting industry.

Regulations

The telecommunications, media, broadcast, and cable television industries are subject to extensive regulation by governmental agencies around the world. These governmental agencies continue to oversee and adopt legislation and regulation over these industries, particularly in the areas of user privacy, consumer protection, the online distribution of content, and the characteristics and quality of online products and services, which may affect our business, the development of our products, the decisions by market participants to adopt our products and services or the acceptance of interactive television by the marketplace in general.

Intellectual Property and Research and Development

As of December 31, 2009, we owned 115 patents issued in the United States, 610 patents issued outside of the United States, and 194 patent applications pending throughout the world. We believe that our patent portfolio protects many of the key elements necessary to support digital interactive and enhanced television. Our research and development expenses relating to continuing operations, determined in accordance with accounting principles generally accepted in the United States of America (GAAP), for the years ended December 31, 2009, 2008 and 2007 were $36.0 million, $34.4 million and $32.7 million, respectively.

Employees

As of December 31, 2009, we had 589 full-time employees, with 465 in our middleware solutions segment, 55 in our advertising solutions segment and 69 employed in corporate and administrative functions.

Available Information

Our Internet website is located at http://www.opentv.com, but the information contained on our website is not deemed to be incorporated herein. We make available free of charge on the investor relations page of our website this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The public may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site is located at http://www.sec.gov, but the information contained on that website is not deemed to be incorporated herein.

Item 1A.

Risk Factors

Factors That May Affect Future Results

In addition to the other information contained in this 2009 Annual Report on Form 10-K, you should consider carefully the following factors in evaluating OpenTV and our business.

We are redeeming our outstanding Class A ordinary shares on March 26, 2010.

On February 19, 2010, Kudelski, together with two of its subsidiaries, which collectively own ordinary shares representing more than 90% of our outstanding voting power, delivered a written notice to us pursuant to Section 176 of the BVI Act directing us to redeem all of the outstanding Class A ordinary shares (other than Class A ordinary shares held by Kudelski and those two subsidiaries). Pursuant to the BVI Act, upon the receipt of such written instructions from Kudelski and its two subsidiaries we became obligated to redeem all of the

outstanding Class A ordinary shares (other than any such shares held by Kudelski or its subsidiaries). Accordingly, on February 24, 2010, we announced the redemption of all of our outstanding Class A ordinary shares, other than any such shares held by Kudelski and two of its subsidiaries, for $1.55 per share. We intend to complete the redemption at 5:00 p.m., New York City time, on March 26, 2010. Subject to a registered shareholder’s right to dissent from the redemption under the BVI Act, upon completion of the redemption, each outstanding Class A ordinary share (other than any such shares held by Kudelski or its subsidiaries) will be redeemed and cancelled and thereafter only represent the right to receive the redemption price, and we will become a wholly-owned subsidiary of Kudelski. In addition, pursuant to NASDAQ Marketplace Rule 5840(j), we intend to voluntarily delist our Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010.

We have a history of net losses, and we may experience net losses in the future.

We have incurred significant net losses since our inception. For example, our net losses for the years ended December 31, 2007, 2006 and 2005 were approximately $5.2 million, $10.8 million and $8.5 million, respectively. Although we achieved net income for the years ended December 31, 2009 and 2008, there can be no guarantee that we will be successful in achieving, sustaining or increasing profitability in 2010 or beyond. The severity of the current economic downturn and rapidly changing competitive marketplace have created a volatile and challenging business climate, which could negatively impact our customers and their spending and investment decisions. If that happens, then we may not be able to generate the level of revenue necessary to achieve and maintain sustainable profitability, particularly as we continue to incur significant research and development, sales and marketing and administrative expenses. Any failure to significantly increase revenue as we implement our product and distribution strategies would adversely affect our business, financial condition and operating results.

We have historically derived a significant percentage of our revenues from licensing our middleware to network operators. Our opportunities for future revenue growth with middleware are limited by the actual number of worldwide network operators and by technology decisions they make from time to time.

We have historically derived a significant percentage of our total revenues from royalties associated with the deployment of our middleware solutions and fees charged for services rendered in support of those deployments. Historically, the number of network operators worldwide has not grown significantly. In light of recent economic conditions, consolidation among network operators may increase, resulting in fewer independent network operators in many countries. Over 58 network operators around the world have already deployed our middleware solutions. To the extent that we have already achieved deployments in those networks, the opportunities for future growth of our middleware solutions may be limited, typically by the subscriber growth of our customers and their schedule for upgrading the technology deployed in their networks. Although new markets are emerging from the conversion of analog to digital networks required in many countries and the growth of IPTV and digital terrestrial television (DTT) networks, we may not be successful in marketing and selling our middleware to these new markets, in which case our revenue growth and results of operations will be negatively impacted.

Our capacity to generate future revenues associated with our middleware may also be limited due to a number of reasons, including:

•

network operators that have selected our middleware may switch to a competing platform for the provision of interactive services, experience lower or even negative subscriber growth that reduces their demand for our middleware, stop deploying set-top boxes enabled with our middleware, decrease or stop their use of our support services, or choose not to upgrade or add additional features to the version of our middleware running on their networks;

•

network operators that have not selected our middleware may choose a competing platform for the provision of interactive services, which could include the selection of standards-based solutions such as the Multimedia Home Platform, or MHP, and tru2way, formerly known as the OpenCable Applications Platform, or OCAP;

•

third party distributors of our middleware solutions, such as set-top box manufacturers and conditional access vendors, may not be successful in marketing or selling our software as part of their bundled solutions or they may experience downward pricing pressure on their bundled solutions, which in turn may impact the prices at which they are able to sell our middleware solutions; or

•

a meaningful opportunity to deploy our middleware in the markets that have not yet adopted interactive digital television on a large scale may never develop or may develop at a slower pace than expected.

Any of these eventualities would have an adverse effect on our future revenues and results of operations.

We offer volume discounts to some customers and sometimes face downward pricing pressures as a result of competition and the general economic climate. Such discounts and pricing pressures may limit the rate of our royalty growth in the future, which could negatively impact our financial results.

In certain instances, we provide volume discounts to customers based on the number of copies of our software they deploy or the amount of business they do with us. In addition, some of our customers may demand reductions in the prices they pay for our products and services, whether as a result of competitive pressure, the general economic downturn or otherwise. As a result, although we may experience continued growth in product deployments, the average price for our products may decline over time, which could limit the growth of our revenues in the future. We expect that volume discounting and pricing pressures will continue to be factors affecting our business in the future. Unless we are able to offset the anticipated effects of these factors through a change in product mix, upgrades to our software or other methods that typically enable us to charge higher fees, we may experience slower royalty growth in the future as a result of discounting and downward pricing pressures.

We expect a more significant portion of our long-term revenue growth to be derived from advertising solutions that we develop and market. If we are not successful in developing and marketing these advertising solutions, our future revenue growth may be limited.

We expect to accelerate the development of our suite of advertising solutions, including a significant upgrade to our campaign management product and more advanced targeted and addressable advertising solutions. These efforts will involve significant investment and time and attention of management. Historically, we have derived a relatively small percentage of our total revenue from these offerings, and the market for these offerings, particularly for targeted and addressable advertising and participation-based offerings, is still nascent and evolving. We cannot be certain that the demand for, or the market acceptance of, our advertising solutions will develop as we anticipate or that we will be able to market these solutions effectively. If network operators determine that our advertising solutions do not meet their business or operational expectations, they may choose a competitive solution. To the extent that network operators fail to renew or enter into new or expanded contracts with us for our advertising solutions, our revenue growth will be impacted negatively. Moreover, due to global economic conditions, network operators may slow down their deployment of new technologies, and such actions would also negatively impact our revenue growth. Accordingly, our ability to generate significant revenues from our advertising solutions in the future is uncertain.

Our future growth may be limited if we are unable to sell our middleware solutions to North American cable customers.

In February 2008, we announced that we had jointly decided with Time Warner Cable, or TWC, to put our middleware project with TWC on indefinite hold. That project commenced in 2006 with the goal of providing a common user interface and interactive services platform based on OpenTV’s middleware across certain low-end set-top boxes deployed by TWC in the United States. In addition, in April 2005, TVWorks LLC (formerly known as Double C Technologies), a joint venture formed by Cox Communications and Comcast Corporation, acquired substantially all of the assets of the North American business of Liberate Technologies, a former competitor of

ours. Historically, our middleware competed with the middleware software included with the assets sold to TVWorks. To date, while we have licensed certain of our advertising solutions to North American cable operators including Comcast, TWC and Cox, we have not licensed our middleware solutions to any North American cable operators. It also remains unclear whether TVWorks will attempt to license the competing technology to other North American cable operators. As a result of the foregoing, our opportunity to sell our middleware solutions to cable operators in the United States, and in particular to TWC, Comcast and Cox, is limited, which adversely affects our ability for future revenue growth in this market.

A significant percentage of our revenues is currently generated from network operators that are affiliated with News Corporation, which maintains a significant ownership stake in NDS Group, one of our primary competitors in the middleware market. Over the long-term, this situation may make it more difficult for us to sell our products, technologies or services to these network operator affiliates, in which case our revenues may be negatively impacted.

News Corporation maintains a significant ownership stake in NDS Group, which competes with us in the middleware market. News Corporation also controls, directly or indirectly, or exerts significant influence over, a number of our customers, including BSkyB, Sky Italia, FOXTEL and Sky Network Television. For the year ended December 31, 2009, BSkyB, Sky Italia, FOXTEL and Sky Network Television, directly and indirectly through their set-top box manufacturers, accounted for 29%, in the aggregate, of our revenues. While we believe that our relationship with each of these customers is good, the long-term implications of News Corporation’s ownership stake in NDS is difficult to assess. We may be at a disadvantage in selling our middleware to News Corporation affiliates over the long-term when in direct competition with NDS, and if we were to lose one or more of these customers, our revenues would be negatively impacted.

A significant percentage of our revenues is generated from a relatively small number of customers. The loss of one or more of these customers would severely and negatively impact our revenues.

Although our middleware solutions have been deployed by more than 58 network operators worldwide, a small number of large network operators accounts for a disproportionately large percentage of our revenues. For the year ended December 31, 2009, network operators over which News Corporation controls or exerts significant influence, including BSkyB, Sky Italia, FOXTEL and Sky Network Television, accounted for approximately 29% of our revenues in the aggregate. Liberty Global, Inc. (Liberty Global), which controls or exerts significant influence over UGC and Austar, accounted for approximately 8% of our 2009 revenues in the aggregate. Finally, we generated approximately 6% of our revenues in 2009 from EchoStar. The loss of any of the foregoing individual network operators as customers would negatively impact our financial results and future prospects. In addition, if either News Corporation or Liberty Global decided to replace our middleware solution as part of a group-wide effort that encompassed all or a significant portion of their respective affiliated network operators, then the impact on our financial results and future prospects would be severe.

We may be unable in the future to raise additional capital required to support our operating activities.

We expect to be able to fund our capital requirements for at least the next twelve months (including the payment of all costs and expenses in connection with the redemption of our Class A ordinary shares) by using existing cash balances and short-term and long-term marketable debt securities if our assumptions about our revenues, expenses and cash commitments are generally accurate. Nevertheless, we have incurred to date and we expect that we will continue to incur in the near term significant expenses as we continue to invest in research and development, sales and marketing and other efforts. As of December 31, 2009, we had over $118 million of cash, cash equivalents and marketable debt securities. While we continue to monitor our operating expenses and seek to bring them in line with our revenues, there can be no assurance that we will be successful in doing so or that we will be able to continue to generate positive cash flow from operating activities in the future. If we are not successful in those endeavors, we might need to raise additional capital.

To the extent we are required to raise additional capital, current capital market conditions may prevent us from doing so or may result in us being able to do so only on unacceptable terms. If we cannot raise additional capital on acceptable terms, we may not be able to develop or enhance our products and services, take advantage of future strategic or commercial opportunities or respond effectively to competitive pressures or unanticipated requirements, any of which could have an adverse effect on our business, results of operations and future prospects.

The market for our products and services is subject to significant competition, which could adversely affect our business.

We face competition from a number of companies, including many that have significantly greater financial, technical and marketing resources and better recognized brand names than we do. Current and potential competitors in one or more aspects of our business include interactive technology companies, companies developing interactive television content and entertainment, and, in the professional services area, third party system integrators and internal information technology staffs at our network operator customers. Some of our customers or their affiliates offer products or services that compete with our products and services. If any of our competitors achieves significant market penetration or other success within the markets upon which we rely as a significant source of revenue, or in new markets that we may enter in the future, our ability to maintain market share and sustain our revenues may be materially and adversely affected.

The trend of consolidation among industry participants may adversely impact our business, results of operations and future prospects.

There has been a worldwide trend of consolidation in the industries that provide services to cable, direct broadcast satellite and telecommunications companies. We believe this trend is likely to continue due to competitive concerns, especially in light of the current economic environment and resulting market instability. This trend also includes other companies involved in the interactive television industry. For example, in May 2008, Macrovision acquired Gemstar-TV Guide International, a provider of electronic program guide technology. In July 2007, Irdeto, a provider of conditional access systems, acquired IDway SAS, a software company providing open software solutions for digital television consumer devices. In February 2006, Cisco acquired Scientific-Atlanta, the set-top box manufacturer, and in April 2007, the Ericsson Group, Inc. acquired Tandberg Television, a provider of digital media solutions. We expect additional consolidation to occur throughout the industry. While the full impact of this trend is uncertain at the present time, we will need to adapt to changing relationships with industry participants and address concerns that may arise relating to competition and conflicts of interest as companies consolidate. If we are unable to successfully manage these changing relationships and address competitive and conflict issues, we may lose existing customers and fail to secure new customers.

We depend upon key personnel, including our senior executives and technical and engineering staff, to operate our business effectively, and we may be unable to attract or retain such personnel.

Our future success depends largely upon the continued service of our senior executive officers and other key management and technical personnel. In 2007, we twice experienced a change in our Chief Executive Officer, and there were additional changes among our senior management team. We also implemented a significant reorganization of our worldwide business operations, which resulted in the implementation of a new reporting structure. Organizational change can disrupt our operations and require significant management time and attention, which can place us at a competitive disadvantage in the fast moving markets in which we operate. In addition, we may need to increase our technical, consulting and support staff to support new customers and the expanding needs of our existing customers. We have, in the past, experienced difficulty in recruiting qualified personnel. If we are not successful in recruiting and retaining our key personnel, our business may be adversely affected.

Interactive television may not attract widespread market acceptance or demand.

Our success will depend upon, among other things, the broad acceptance of interactive television by industry participants, including network operators and manufacturers of televisions and set-top boxes, as well as

by television programmers, viewers and advertisers. The growth and future success of our business will depend in part upon our ability to penetrate new markets, such as IPTV and DTT, and convince network operators, television programmers, viewers and advertisers to adopt and maintain their use of our products and services.

Because much of our success and value lies in our ownership and use of our intellectual property, our failure to protect our intellectual property and develop new proprietary technology may negatively affect us.

Our ability to effectively conduct our business will be dependent in part upon the maintenance and protection of our intellectual property. We rely on patent, trademark, trade secret and copyright law, as well as confidentiality and licensing arrangements, to establish and protect our rights in and to our technology. We have typically entered into confidentiality or license agreements with our employees, consultants, customers, strategic partners and vendors in an effort to control access to, and distribution of, our software, related documentation and other proprietary information. Despite these precautions, it may be possible for a third party to copy, reverse engineer or otherwise obtain and use our software and other proprietary information without authorization.

Policing unauthorized use of our software and proprietary information is difficult and expensive. The steps we take may not prevent misappropriation of our intellectual property and the agreements we enter into may not be enforceable in some instances. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries or, alternatively, such protection may be difficult to enforce. Litigation may be necessary in the future to enforce or protect our intellectual property rights or to determine the validity and scope of our intellectual property rights and the proprietary rights of others. Any such litigation could cause us to incur substantial costs and diversion of resources, which in turn could adversely affect our business.

Intellectual property infringement claims may be asserted against us, which could disrupt our business.

We may be the subject of claims by third parties alleging that we infringe their intellectual property. The defense of any such claims could cause us to incur significant costs and could result in the diversion of resources with respect to the defense of any claims brought, which could adversely affect our financial condition and operating results. As a result of such infringement claims, a court could issue an injunction preventing us from distributing certain products, which could adversely affect our business. If any claims or actions are asserted against us, we may seek to obtain a license under a third party’s intellectual property rights in order to avoid any litigation. However, a license under such circumstances may not be available on commercially reasonable terms, if at all.

We grant certain indemnification rights to our customers when we license our software technologies. We may, therefore, become subject to third party infringement claims through those commercial arrangements. In addition, the damages to which we are subject may be increased by the use of our technologies in our customers’ products.

Many of our and our subsidiaries’ agreements with customers contain an indemnification obligation, which could be triggered in the event that a customer is named in an infringement suit involving their products or involving the customer’s products or services that incorporate or use our products. If it is determined that our products infringe any of the asserted claims in such a suit, we may be prevented from distributing certain of our products and we may incur significant indemnification liabilities, which may adversely affect our business, financial condition and operating results.

In addition, while damages claims in respect of an alleged infringement may, in many cases, be based upon a presumed royalty rate that the patent holder would have otherwise been entitled to, it is possible that our liability may increase as a result of the incorporation of our technology with our customer’s products or as a result of any finding of willful infringement. In some cases, potential damages against us could be based on the profits derived from a product that infringes through the use of our software even though we receive a relatively moderate economic benefit from the licensing arrangement.

The adoption of industry-wide standards for interactive television could adversely affect our ability to sell our products and services or place downward pressure on our pricing.

Ongoing efforts to establish industry-wide standards for interactive television software include a commitment by cable network operators in the United States to deploy a uniform platform for interactive television based on a jointly developed specification known as “tru2way” (or OCAP) and an initiative by European television industry participants to create a similar platform called MHP. We are a participant in both standards bodies and have agreed to license our intellectual property in connection with the implementation of tru2way and MHP. The establishment of these standards or other similar standards could adversely affect the pricing of our products and services, significantly reduce the value of our intellectual property and the competitive advantage our proprietary technology provides, cause us to incur substantial expenditures to adapt our products or services to respond to these developments, or otherwise hurt our business, particularly if our products require significant redevelopment in order to conform to the newly established standards.

Rapid technological advances could render our products and services obsolete or non-competitive.

The migration of television from analog to digital transmission, the convergence of television, the Internet, communications and other media, and other emerging trends, such as the deployment of high definition television and multicasting, are creating a dynamic and unpredictable environment in which to operate. Our ability to anticipate trends and adapt to new technologies and evolving standards is critical to our success, and if we fail to do so in a cost-effective manner, then our future growth prospects will be diminished and our results of operations will be negatively impacted.

The deployment of new digital television technologies, such as high definition television and multicasting multiple television programs through a single channel, may compete directly with our products and services for broadcast distribution capacity. To the extent that such capacity cannot accommodate all of the applications that a cable or direct broadcast satellite system operator wants to distribute, then there is a risk that other applications will be deployed to the exclusion of our content and applications. If this occurs, our results of operations could be adversely affected.

Any delay or failure on our part to respond quickly, cost-effectively and sufficiently to these developments could render our products and services obsolete or non-competitive and have an adverse effect on our business, financial condition and operating results. In addition, we must stay abreast of cutting-edge technological developments and evolving service offerings to remain competitive and increase the utility of our services, and we must be able to incorporate new technologies into our products in order to address the increasingly complex and varied needs of our customer base. There can be no assurance that we will be able to do so successfully or cost-effectively, and any failure to do so may adversely affect us.

Government regulations may adversely affect our business.

The telecommunications, media, broadcast and cable television industries are subject to extensive regulation by governmental agencies. These governmental agencies continue to oversee and adopt legislation and regulation over these industries, particularly in the areas of user privacy, consumer protection, the online distribution of content and the characteristics and quality of online products and services, which may affect our business, the development of our products, the decisions by market participants to adopt our products and services or the acceptance of interactive television by the marketplace in general. In particular, governmental laws or regulations restricting or burdening the exchange of personally identifiable information could delay the implementation of interactive services such as targeted and addressable advertising or create liability for us or any other manufacturer of software that facilitates information exchange. These governmental agencies may also seek to regulate interactive television directly. Future developments relating to any of these regulatory matters may adversely affect our business.

Changes to current accounting policies or in how such policies are interpreted or applied to our business could have a significant effect on our reported financial results or the way in which we conduct our business and could make it difficult for investors to assess properly our financial condition or operating results.

We prepare our financial statements in conformity with accounting principles generally accepted in the United States, which are subject to interpretation by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the Securities and Exchange Commission and various other bodies formed to interpret and create appropriate accounting policies. A change in these policies or in how such policies are interpreted or applied to our business could have a significant effect on our reported results and may even retroactively affect previously reported transactions. Our accounting policies that recently have been or may in the future be affected by changes in the accounting rules are as follows:

•

Revenue recognition;

•

Accounting for income taxes; and

•

Accounting for business combinations, related goodwill and other intangible assets.

As a software company, our revenue recognition policy, in particular, is a key component of our results of operations and is based on complex rules that require us to make judgments and estimates. In applying our revenue recognition policy, we must determine which portions of our revenue are recognized currently and which portions must be deferred. As a result, we may receive cash from a customer, or bill that customer, but not be able to recognize the revenue associated with that cash, or billing, for some period of time under applicable accounting rules. This results in our recording the billing as “deferred revenue” on our balance sheet. There are also complex accounting rules associated with the treatment of internal contract costs, and whether those costs should be deferred or expensed as incurred. A determination whether to defer or expense certain costs may materially affect our financial presentation. Because different contracts may require different accounting treatment, it may be difficult for investors to properly assess our financial condition or operating results unless they carefully review all of our financial information, including our statement of operations, balance sheet and statement of cash flows.

We may be required to record a significant charge to earnings if our goodwill or amortizable assets become impaired.

Under accounting principles generally accepted in the United States, we review our goodwill and amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually and potentially more frequently depending upon actual events and circumstances. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill or amortizable intangible assets may not be recoverable include a sustained decline in our stock price, market capitalization or future cash flows, slower growth rates in our industry, termination of contracts assumed in connection with a merger or acquisition and obsolescence of acquired technology. In particular, the severity of the current worldwide economic downturn and the potential impact of this downturn on our business and our stock price could require us to record a significant charge to earnings in our financial statements due to impairment of our goodwill or amortizable intangible assets. If that happens, then our results of operations will be negatively impacted for the period in which such determination was made.

Through the use of our technology we have the ability to collect personal and confidential information from set-top boxes. If we fail to protect this information from security breaches or misuse this information, then our operations could be disrupted and we could be subject to litigation and liability under privacy laws.

Through the technology that we license for use in set-top boxes, we have the ability, when requested by our customers, to collect and store personal information from users of our applications. We may also have access to that type of information as we deploy our interactive advertising platforms. Subject to applicable laws, and the

agreement of our customers and consumers, we may seek to use such information to help develop addressable and targeted advertising businesses. Storage and use of such information is subject to laws and regulations and may also subject us to privacy claims relating to its use and dissemination. In addition, a third party might be able to breach our security measures and gain unauthorized access to our servers where such information is stored and misappropriate such information or cause interruptions to our business operations. We may be required to expend significant capital and other resources to monitor the laws applicable to privacy matters, to protect against security breaches or to deal with the consequences of any breach. A breach of privacy rights by us, network operators or others could expose us to liability. Any compromise of security or misuse of private information could materially and adversely affect our business, reputation, operating results and financial condition and expose us to costly litigation and regulatory action. Concerns over the security of personal information transmitted through our applications and the potential misuse of such information might also inhibit market acceptance of our applications, and if this occurs, our business and operating results will be adversely affected.

Our multinational operations expose us to special risks that could increase our expenses, adversely affect our operating results and require increased time and attention of management.

We derive a substantial portion of our revenue from customers located outside of the United States and have significant operations in a number of countries around the world. Our international operations are subject to special risks, including:

•

differing legal and regulatory requirements and changes in those requirements;

•

potential loss of proprietary information due to piracy, misappropriation or weaker laws regarding intellectual property protection;

•

export and import restrictions, tariffs and other trade barriers;

•

the costs associated with the maintenance of multiple office facilities around the world;

•

currency fluctuations and devaluations;

•

difficulties in staffing and managing offices as a result of, among other things, distance, language and cultural differences;

•

longer payment cycles and problems in collecting accounts receivable;

•

political and economic instability; and

•

potentially adverse tax consequences.

Any of these factors could have an adverse effect on our business, financial condition and operating results.

Our software products may contain errors, which could cause us to lose revenue and incur unexpected expenses.

Software development is an inherently complex process that frequently results in products that contain errors as well as defective features and functions. Moreover, our technology is integrated into other products and services deployed by our network operator customers. Accordingly, a defect, error, or performance problem with our technology could cause the systems of our network operator customers to fail for a period of time or to be impaired in certain respects. Any such failure could subject us to damage claims and claims for indemnification by our customers and result in severe customer relations problems and harm to our reputation.

While our agreements with customers typically contain provisions designed to limit or exclude our exposure to potential liability claims in those circumstances, those provisions may not be effective, in all respects, under the laws of some jurisdictions. As a result, we could be required to pay substantial amounts of damages upon adjudication or settlement of any of these types of claims.

The interests of our majority owner may differ from yours and may result in OpenTV acting in a manner inconsistent with your general interests.

Kudelski SA beneficially owned Class A and Class B ordinary shares representing approximately 89% of the economic interest and 96% of the voting rights of our ordinary shares outstanding as of December 31, 2009. As a result of its ownership of our ordinary shares, Kudelski has sufficient voting power, without the vote of any other shareholder, to determine the outcome of any action presented to a vote of our shareholders, including amendments of our amended and restated memorandum of association and articles of association for any purpose (which could include increasing or reducing our authorized capital or authorizing the issuance of additional shares). The interests of Kudelski, which owns or controls a variety of companies and technologies relating to digital television, may diverge from your interests, and Kudelski may be in a position, subject to general fiduciary obligations, to cause or require us to act in a way that is inconsistent with the general interests of the non-affiliated holders of our Class A ordinary shares.

Because we are controlled by Kudelski, we are exempt from certain listing requirements of The NASDAQ Global Market relating to corporate governance matters.

Over the past several years, the Financial Industry Regulatory Authority (FINRA) has adopted certain listing requirements for The NASDAQ Global Market designed to enhance corporate governance standards of the companies who are listed thereon. As a result of Kudelski’s beneficial ownership of our Class A and Class B ordinary shares, we are not subject to some of these requirements, including the requirement that a majority of our board of directors be “independent” under the guidelines established by FINRA and certain requirements regarding the determination of our Chief Executive Officer’s compensation and our director nominees. While we do not believe that our exemption from those requirements affects the manner and method by which we manage and operate the company, investors should be aware that we are not subject to those provisions and may have no obligation to comply with those requirements in the future unless our ownership profile changes.

Unanticipated fluctuations in our quarterly operating results could affect our share price.

We believe that quarter-to-quarter comparisons of our financial results are not necessarily meaningful indicators of our future operating results and should not be relied on as an indication of future performance. If our quarterly operating results fail to meet the expectations of analysts, the market price of our publicly-traded securities could be negatively affected. Our quarterly operating results have varied substantially in the past and they may vary substantially in the future depending upon a number of factors described below, including many that are beyond our control.

Our operating results may vary from quarter to quarter as a result of a number of factors, including:

•

Changes in the rate of capital spending and the rollout of interactive television-related products and services by network operators;

•

The number, size and scope of network operators deploying OpenTV-enabled interactive services and the associated rollout to subscribers;

•

Changes in our operating expenses necessary to meet business and customer requirements;

•

Increased competition in general and any changes in our pricing policies that may result from increased competitive pressures;

•

Potential downturns in our customers’ businesses or in the domestic or international markets for our products and services;

•

Our ability to develop and market successfully our advertising solutions business;

•

Changes in technology, whether or not developed by us;

•

Our ability to develop and introduce on a timely basis new or enhanced versions of our products that can compete favorably in the marketplace; and

•

The timing of revenue recognition associated with major licensing and services agreements.

Any of the factors listed above could cause significant variations in our earnings on a quarter-to-quarter basis. You should not rely on the results of prior periods as an indication of our future performance. Any decline in revenues or a greater than expected loss for any quarter could cause the market price of our publicly-traded securities to decline.

Our shares may be at risk for delisting from The NASDAQ Global Market. If our shares are delisted, our share price and your liquidity may be impacted.

Our Class A ordinary shares are currently listed on The NASDAQ Global Market. NASDAQ has requirements that a company must meet in order to remain listed on The NASDAQ Global Market. These requirements include maintaining a minimum closing bid price of $1.00 per share. Our closing bid price on December 31, 2009 was $1.36 per share. Although we currently meet all of the minimum continued listing requirements for The NASDAQ Global Market, should our share price decline, our ordinary shares could be subject to potential delisting from The NASDAQ Global Market.

If we fail to maintain the standards necessary to be quoted on NASDAQ and our shares are delisted, trading in our shares would be conducted on the OTC Bulletin Board as long as we continue to file reports required by the Securities and Exchange Commission. The OTC Bulletin Board is generally considered to be a less efficient market than NASDAQ, and our share price, as well as the liquidity of our ordinary shares, may be adversely impacted as a result. On February 24, 2010, we announced our intention to redeem on March 26, 2010 all of our outstanding Class A ordinary shares (other than those shares held by Kudelski and two of its subsidiaries) and, in connection with that redemption, we intend to voluntarily delist our Class A ordinary shares from NASDAQ.

Because we are a British Virgin Islands company, you may not be able to enforce judgments against us that are obtained in United States courts.

We are incorporated under the laws of the British Virgin Islands. As a result, it may be difficult for investors to effect service of process upon us within the United States or to enforce against us judgments obtained in the United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.

We have been advised by British Virgin Islands counsel that judgments of United States courts predicated upon the civil liability provisions of the federal securities laws of the United States may be difficult to enforce in British Virgin Islands courts and that there is doubt as to whether British Virgin Islands courts will enter judgments in original actions brought in British Virgin Islands courts predicated solely upon the civil liability provisions of the federal securities laws of the United States.

Because we are a British Virgin Islands company, your rights as a shareholder may be less clearly established as compared to the rights of shareholders of companies incorporated in other jurisdictions.

Our corporate affairs are governed by our amended and restated memorandum of association and articles of association and by the BVI Act. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of directors and officers and the rights of our shareholders may differ from those that would apply if we were incorporated in the United States or another jurisdiction. The rights of shareholders under British Virgin Islands law are not as clearly established as are the rights of shareholders in many other jurisdictions. Thus, our shareholders may have more difficulty protecting their interests in the face of actions by our board of directors or our controlling shareholder than they would have as shareholders of a corporation incorporated in another jurisdiction.

Certain provisions contained in our charter documents could deter a change of control of us.

Certain provisions of our amended and restated memorandum of association and articles of association may discourage attempts by other companies to acquire or merge with us, which could reduce the market value of our Class A ordinary shares. For example, our amended and restated memorandum of association allows us to issue additional super voting Class B ordinary shares. The comparatively low voting rights of our Class A ordinary shares as compared to our Class B ordinary shares, all of which were beneficially owned by Kudelski as of December 31, 2009, as well as other provisions of our amended and restated memorandum of association and articles of association, may delay, deter or prevent other persons from attempting to acquire control of us. After completion of the redemption on March 26, 2010, we will become a wholly-owned subsidiary of Kudelski.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

Our corporate headquarters and principal executive offices are presently located at 275 Sacramento Street, San Francisco, California 94111, where we occupy 42,565 square feet of space under a lease that expires on January 31, 2015. In addition to our corporate headquarters, we have leased regional office space elsewhere in the United States, Europe, Asia and Australia.

Item 3.

Legal Proceedings

Initial Public Offering Securities Litigation. In July 2001, the first of a series of putative securities class actions was filed in the United States District Court for the Southern District of New York against certain investment banks which acted as underwriters for our initial public offering, us and various of our officers and directors. In November 2001, a similar securities class action was filed in the United States District Court for the Southern District of New York against Wink Communications and two of its officers and directors and certain investment banks which acted as underwriters for Wink Communications’ initial public offering. We acquired Wink Communications in October 2002. The complaints allege undisclosed and improper practices concerning the allocation of initial public offering shares, in violation of the federal securities laws, and seek unspecified damages on behalf of persons who purchased our Class A ordinary shares during the period from November 23, 1999 through December 6, 2000 and Wink Communications’ common stock during the period from August 19, 1999 through December 6, 2000. Other actions have been filed making similar allegations regarding the initial public offerings of more than 300 other companies. All of these lawsuits have been coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS). Defendants in these cases filed an omnibus motion to dismiss on common pleading issues. All claims against our officers and directors have been dismissed without prejudice in this litigation pursuant to the parties’ stipulation approved by the Court on October 9, 2002. On February 19, 2003, the Court denied in part and granted in part the omnibus motion to dismiss filed on behalf of defendants, including us and Wink Communications. The Court’s order dismissed all claims against us and Wink Communications except for a claim brought under Section 11 of the Securities Act of 1933.

In 2007, a settlement that had been pending with the Court since 2004 was terminated by stipulation of the parties, after a ruling by the Second Circuit Court of Appeals in six “focus” cases in the IPO litigation (neither OpenTV nor Wink Communications is a focus case) made it unlikely that the settlement would receive final Court approval. Plaintiffs filed amended master allegations and amended complaints in the six focus cases. In 2008, the Court largely denied the defendants’ motion to dismiss the amended complaints.

Earlier this year, the parties reached a global settlement of the litigation under which insurance will pay the full amount of settlement share allocated to us and to Wink Communications, and we will bear no financial

liability. In October 2009, the Court issued an order granting final approval of the settlement. Shortly thereafter, a group of objectors filed a petition with the United States Court of Appeals for the Second Circuit requesting permission to appeal the Court’s order certifying a class for the settlement; that petition is currently pending. If for any reason the settlement does not become effective, we believe we have meritorious defenses and intend to defend ourselves vigorously. No provision has been made in our consolidated financial statements for this matter. We are unable to predict the likelihood of an unfavorable outcome or estimate our potential liability, if any.

Broadcast Innovation Matter. On November 30, 2001, a suit was filed in the United States District Court for the District of Colorado by Broadcast Innovation, L.L.C., or BI, alleging that DIRECTV, Inc., EchoStar Communications Corporation, Hughes Electronics Corporation, Thomson Multimedia, Inc., Dotcast, Inc. and Pegasus Satellite Television, Inc. are infringing certain claims of United States patent no. 6,076,094, assigned to or licensed by BI. DIRECTV and certain other defendants settled with BI on July 17, 2003. We are unaware of the specific terms of that settlement. Though we are not currently a defendant in the suit, BI may allege that certain of our products, possibly in combination with the products provided by some of the defendants, infringe BI’s patent. The agreement between OpenTV, Inc. and EchoStar includes indemnification obligations that may be triggered by the litigation. If liability is found against EchoStar in this matter, and if such a decision implicates our technology or products, EchoStar has notified OpenTV, Inc. of its expectation of indemnification, in which case our business performance, financial position, results of operations or cash flows may be adversely affected. Likewise, if OpenTV, Inc. were to be named as a defendant and it is determined that the products of OpenTV, Inc. infringe any of the asserted claims, and/or it is determined that OpenTV, Inc. is obligated to defend EchoStar in this matter, our business performance, financial position, results of operations or cash flows may be adversely affected. On November 7, 2003, BI filed suit against Charter Communications, Inc. and Comcast Corporation in United States District Court for the District of Colorado, alleging that Charter and Comcast also infringe the ‘094 patent. The agreements between Wink Communications and Charter Communications include indemnification obligations of Wink Communications that may be triggered by the litigation. While reserving all of our rights in respect of this matter, we have conditionally reimbursed Charter for certain reasonable legal expenses that it incurred in connection with this litigation. On August 4, 2004, the District Court found the ‘094 patent invalid. After various procedural matters, including interim appeals, in November 2005, the United States Court of Appeals for the Federal Circuit remanded the case back to the District Court for disposition. On March 8, 2006, the defendants filed a writ of certiorari in this matter with the Supreme Court of the United States to review the decision of the United States Court of Appeals for the Federal Circuit, which had overturned the District Court’s order for summary judgment in favor of the defendants. That writ of certiorari was denied. Charter filed a request with the United States Patent and Trademark Office on June 8, 2006 to re-examine the patent based on prior art references. On July 11, 2006, the District Court ordered a stay of the proceedings pending notice as to whether the re-examination request is accepted by the United States Patent and Trademark Office. On June 21, 2006, Charter filed a motion to stay the litigation pending completion of the Patent Office’s reexamination of the ‘094 patent. On July 11, 2006, the Court granted Charter’s motion and entered an order staying the case. On August 5, 2006, the United States Patent and Trademark Office ordered a re-examination of all of the patent’s claims. The case remains stayed. Based on the information available to us, we have established a reserve for costs and fees that may be incurred in connection with this matter. That reserve is an estimate only and actual costs may be materially different.

Giordano Matter. On October 23, 2009, Salvatore L. Giordano, on behalf of himself and all others similarly situated, filed a putative class action complaint in the United States District Court for the Northern District of California against us, each of our current directors, Kudelski SA and Kudelski Interactive Cayman, Ltd. The complaint alleges breach of fiduciary duties and aiding and abetting breach of fiduciary duties in connection with the offer by Kudelski Interactive Cayman, Ltd., a wholly-owned subsidiary of Kudelski SA, to purchase for $1.55 per share all of our outstanding Class A ordinary shares not owned by Kudelski or its affiliates. The case is one of four putative class action lawsuits filed by OpenTV shareholders in connection with that offer, although it is the only one of the four cases that names OpenTV as a defendant. On November 5, 2009, all four putative class action lawsuits were consolidated for pretrial purposes in the United States District Court for the Northern District of California under the caption In Re OpenTV Shareholder Litigation. On October 29, 2009, the

Kudelski-related defendants and the plaintiffs executed a Memorandum of Understanding tentatively settling the litigation. The Memorandum of Understanding provides, among other things, for the settlement in principle of all of the lawsuits (including the Giordano lawsuit) on the terms set forth therein, which do not include the payment of any amounts by OpenTV. The settlement is subject to, among other things, documentation in a formal settlement agreement and court approval. If for any reason the matter is not settled in accordance with the terms of the Memorandum of Understanding, we believe we have meritorious defenses and intend to defend ourselves vigorously. No provision has been made in our consolidated financial statements for this matter, and we are unable to predict the likelihood of an unfavorable outcome or estimate our potential liability, if any.

Berman Matter. On June 10, 2009, a complaint was filed by John Berman in the Superior Court of California, County of San Mateo against OpenTV Corp., Liberty Media Corporation and Wink Communications, Inc. The complaint alleges, among other things, that we and Wink breached the terms of a settlement and license agreement between Berman and Wink dated July 25, 2000 by making use of certain patents allegedly held by Berman beyond the scope of the license granted in such settlement and license agreement. We acquired Wink in October 2002 from an affiliate of Liberty. On September 2, 2009, we filed a notice of removal to the United States District Court for the Northern District of California. On September 10, 2009, we filed an answer denying the material allegations of the complaint and Wink did likewise on February 12, 2010. The case is currently pending before the District Court. We believe we have meritorious defenses and intend to defend ourselves vigorously. No provision has been made in our consolidated financial statements for this matter. We are unable to predict the likelihood of an unfavorable outcome or estimate our potential liability, if any.

Other Matters. From time to time in the ordinary course of our business, we are also party to other legal proceedings or receive correspondence regarding potential or threatened legal proceedings. While we currently believe that the ultimate outcome of these other proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position or overall trends in our results of operations, legal proceedings are subject to inherent uncertainties.

Item 4.

(Removed and Reserved)

PART II

Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A ordinary shares trade on The NASDAQ Global Market under the symbol “OPTV.” Our Class B ordinary shares are not publicly traded.

The following table lists the high and low sales prices for our Class A ordinary shares on The NASDAQ Global Market for the periods indicated.


	The NASDAQ Global Market
	Low		High
2008
First Quarter	$	0.99	$	1.49
Second Quarter		1.07		1.65
Third Quarter		1.10		2.11
Fourth Quarter		0.87		1.44
2009
First Quarter	$	0.95	$	1.54
Second Quarter		1.18		1.83
Third Quarter		1.21		1.50
Fourth Quarter		1.31		1.60

Holders

As of February 26, 2010, there were approximately 582 holders of record of our Class A ordinary shares and one holder of record of our Class B ordinary shares. Banks, brokers and other institutions hold many of our Class A ordinary shares on behalf of our shareholders. The holder of our Class B ordinary shares is an affiliate of Kudelski SA.

Issuer Purchases of Equity Securities

We did not purchase any of our equity securities during the year ended December 31, 2009.

Dividends

We have never paid any cash dividends on our ordinary shares. We anticipate that any earnings in the foreseeable future will be retained to finance our business, and we have no current intention to pay cash dividends on our ordinary shares. The payment of dividends is within the discretion of our board of directors and will be dependent upon, among other factors, our results of operations, financial condition, capital requirements, legal requirements and any restrictions imposed by financing arrangements.

Stock Performance Graph

The following performance graph and related information shall not be deemed “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any further filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent we specifically incorporate it by reference into such filing.

The graph below compares the cumulative total shareholder return on our Class A ordinary shares from December 31, 2004 through December 31, 2009, with the cumulative total return of The NASDAQ Composite Index and The NASDAQ Computer & Data Processing Index over the same period. These returns assume the investment of $100 in our Class A ordinary shares and in each of the other indices on December 31, 2004 and reinvestment of any dividends (of which we paid none during that period).

The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of our ordinary shares.

LOGO


	12/04	12/05	12/06	12/07	12/08	12/09
OpenTV Corp.	100.00	58.33	60.42	34.38	32.03	35.42
NASDAQ Composite (1)	100.00	101.33	114.01	123.71	73.11	105.61
NASDAQ Computer & Data Processing	100.00	102.45	115.69	138.09	78.91	126.06

(1)	In prior years, we used the NASDAQ Stock Market (U.S. Index), which was discontinued in 2006. Accordingly, we now use the NASDAQ Composite Index as a replacement for the discontinued index.

Recent Sales of Unregistered Securities

We did not sell any securities during the year ended December 31, 2009 that were not registered under the Securities Act of 1933, as amended.

Item 6.

Selected Financial Data

The selected consolidated financial data set forth below should be read in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations , and the Consolidated Financial Statements and notes thereto, included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of results to be expected for any future period.


	Year Ended December 31,
	2009		2008		2007			2006			2005
	(In thousands, except per share amounts)
Results of operations:
Revenues	$	120,012	$	116,474	$	109,977		$	95,210		$	78,215
Cost of revenues		45,934		44,053		48,059			40,996			27,782

Gross profit		74,078		72,421		61,918			54,214			50,433
Operating expenses (1)		66,103		66,146		66,995			64,435			61,692

Profit (loss) from operations	$	7,975	$	6,275	$	(5,077	)	$	(10,221	)	$	(11,259	)

Net income (loss) from continuing operations (2)	$	6,242	$	9,613	$	(306	)	$	(9,657	)	$	(6,869	)
Net loss from discontinued operations (3)		—		—		(4,855	)		(1,161	)		(1,604	)

Net income (loss)	$	6,242	$	9,613	$	(5,161	)	$	(10,818	)	$	(8,473	)

Net income (loss) attributable to OpenTV (2)	$	6,236	$	9,593	$	(5,196	)	$	(10,855	)	$	(8,535	)

Net income (loss) attributable to OpenTV per share from continuing operations, basic (2)	$	0.05	$	0.07	$	—		$	(0.07	)	$	(0.06	)
Net loss attributable to OpenTV per share from discontinued operations, basic (3)		—		—		(0.04	)		(0.01	)		(0.01	)

Net income (loss) attributable to OpenTV per share, basic	$	0.05	$	0.07	$	(0.04	)	$	(0.08	)	$	(0.07	)

Net income (loss) attributable to OpenTV per share from continuing operations, diluted (2)	$	0.04	$	0.07	$	—		$	(0.07	)	$	(0.06	)
Net loss attributable to OpenTV per share from discontinued operations, diluted (3)		—		—		(0.04	)		(0.01	)		(0.01	)

Net income (loss) attributable to OpenTV per share, diluted	$	0.04	$	0.07	$	(0.04	)	$	(0.08	)	$	(0.07	)

(1)

2009 included $154 for restructuring and impairment costs, and $2,983 for share-based compensation; 2008 included $575 for restructuring and impairment costs, $767 for impairment of intangible assets and $2,516 for share-based compensation; 2007 included $267 for restructuring and impairment cost, and $3,267 for share-based compensation; 2006 included $1,021 for restructuring and impairment cost, $747 for impairment of goodwill and $3,274 for share-based compensation; 2005 included $2,545 for restructuring and impairment costs;

(2)	2009 included a gain of $120 for the sale of a cost investment; 2008 included a gain of $220 for the sale of a cost investment; 2007 included a gain of $1,739 for the sale of a cost investment.

(3)	2007 included $66 of restructuring and impairment costs and $3,626 for impairment of goodwill of discontinued operations; 2006 included $303 for restructuring and impairment costs.


	As of December 31,
	2009		2008		2007		2006		2005
	(In thousands)
Financial position:
Cash, cash equivalents and marketable securities	$	118,504	$	102,833	$	81,814	$	64,918	$	63,510
Working capital of continuing operations	$	96,134	$	97,301	$	65,201	$	48,427	$	37,058
Total assets of discontinued operations	$	—	$	—	$	—	$	6,673	$	8,480
Total assets	$	267,558	$	248,950	$	220,055	$	220,764	$	202,065
Total shareholders’ equity	$	202,708	$	192,864	$	170,479	$	167,831	$	152,512

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information concerning our financial condition and results of operations for the year ended December 31, 2009. This discussion should be read in conjunction with our Consolidated Financial Statements and the notes thereto. Segment information appearing below in this discussion and analysis, and in Note 21 of our Consolidated Financial Statements, is presented in accordance with the guidance as codified within Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC )Topic 280 “Segment Reporting” (ASC 280).

Overview of Our Business

The majority of our revenue typically comes from one-time royalty fees paid by network operators or manufacturers of set-top boxes once a set-top box, which incorporates our software, has been shipped to or activated by the network operator. We also derive revenue from the licensing of related software and interactive content and applications associated with the delivery of digital and interactive television, as well as from licensing products that enable advanced advertising solutions. In addition, we receive professional services fees from consulting, systems integration and training engagements, fees for the maintenance and support of our products and fees from revenue sharing arrangements related to the use of our interactive content and applications.

Our revenue model may change over time. For example, we have signed subscription-based licensing agreements under which we receive monthly payments for each set-top box that includes our software that our customers deploy, for so long as those set-top boxes remain active. In addition, our technology and services are provided indirectly through distribution arrangements with key partners other than network operators and set-top box manufacturers, such as conditional access vendors, and we expect revenues generated from such distribution arrangements to increase over time.

Kudelski SA, directly and indirectly through its subsidiaries, beneficially owns Class A and Class B ordinary shares of our company collectively representing approximately 89% of the economic interest and approximately 96% of the voting rights in our company, based on the number of our ordinary shares outstanding as of December 31, 2009.

Recent Events

October 20, 2009, we filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission (SEC) in response to the unsolicited tender offer in which our board of directors expressed no opinion as to whether our shareholders should tender their shares and indicated it would remain neutral as to the tender offer. On November 25, 2009, Kudelski completed the tender offer and acquired 77,668,849 Class A ordinary shares in such tender offer. As of December 31, 2009, Kudelski, directly and indirectly through its subsidiaries, beneficially owned Class A and Class B ordinary shares of our company collectively representing an economic interest of approximately 89% and a voting interest of approximately 96% in our company.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. In preparing these Consolidated Financial Statements, we made our best estimates and judgments, which are normally based on knowledge and experience with regard to past and current events and assumptions about future events, giving due consideration to materiality. Actual results could differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies and estimates have the greatest potential impact on our Consolidated Financial Statements: revenue recognition, valuation allowances (specifically the allowance for doubtful accounts and deferred tax assets), impairment of goodwill and long-lived assets, restructuring costs, share-based compensation and fair value measurement. All of these accounting policies and estimates, together with their underlying assumptions, and their impact on our financial statements, have been discussed with the audit committee of our board of directors.

Revenue Recognition

We recognize revenue in accordance with GAAP as has been prescribed for the software industry, the principal policies of which are reflected in the guidance as codified within ASC Subtopic 985-605 “Software—Revenue Recognition” (ASC 985-605), ASC Subtopic 605-35 “Revenue Recognition—Construction-Type and Production-Type Contracts” (ASC 605-35), and Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (SAB 104). Revenue recognition requirements in the software industry are very complex and are subject to change. Our revenue recognition policy is one of our critical accounting policies because revenue is a key component of our results of operations and is based on complex rules that

require us to make judgments and estimates. The application of ASC 985-605 requires judgment about a number of matters, including whether a software arrangement includes multiple elements, and if so, whether vendor-specific objective evidence of fair value of the elements of the arrangement exists. In applying our revenue recognition policy, we must determine which portions of our revenue to recognize currently and which portions to defer and recognize in later periods. In some cases, we may be required to record the costs incurred in connection with our performance of a software licensing arrangement before we are able to recognize the revenue generated by such arrangement, even if we have invoiced the customer or received payment from the customer. In other cases, we may be required to record costs incurred in connection with our performance of a software licensing arrangement in the same manner as we would for cost of inventory, in which case we would charge those costs to operations over time as the related revenue is recognized. In order to determine current and deferred revenue, we make judgments and estimates with regard to products and services that constitute future deliverables and the appropriate valuation for those products and services. Our judgments and estimates regarding future deliverables could differ from actual events. Because the terms of our licensing arrangements may differ by customer, including subscription-based or one-time royalty payment arrangements, we may apply different revenue recognition policies to different customer contracts depending upon those particular terms.

For fixed bid contracts under the percentage of completion method, the extent of progress towards completion is measured based on actual costs incurred to total estimated costs. The actual results could differ from the percentage estimates by the time a project is complete.

In addition, the recognition of revenues is impacted by our assessment of the probability of collection of the resulting accounts receivable, which is based on, among other things, the commercial and financial condition of the relevant customer, payment history and general economic conditions. As a result, depending upon the particular facts and circumstances surrounding the particular accounts receivable, the timing or amount of revenue recognized may differ depending upon our assessment of the probability of collection at the time the associated transaction is recorded in revenue.

Valuation Allowances

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

We also record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider our potential future taxable income and ongoing prudent and feasible tax planning strategies in assessing the amount of our valuation allowance. Currently, we maintain a partial valuation allowance on deferred tax assets. Adjustments may be required in the future if our estimate of the realizable amount of deferred tax assets changes.

Impairment of Goodwill and Long-lived Assets

Our long-lived assets include goodwill, property and equipment, other assets and other intangible assets, which are reviewed for impairment whenever facts and circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill is reviewed for impairment at least annually. In estimating the fair value of our reporting units and assessing the recoverability of our long-lived assets, we consider changes in economic conditions and make assumptions regarding estimated future cash flows and other factors. The most significant assumption impacting estimated future cash flows is revenue. Estimates of future cash flows are highly subjective judgments that can be significantly impacted by changes in global and local business and economic conditions, operating costs, competition and demographic trends. If our estimates or underlying assumptions change in the future, we may be required to record additional impairment charges.

Restructuring Costs

We continuously monitor our organizational structure and associated operating expenses. Depending upon events and circumstances, actions may be taken periodically to restructure the business. Restructuring activities may include terminating employees, abandoning excess office space and incurring other exit costs. Any resulting restructuring costs depend on numerous estimates made by us based on our knowledge of the activity being affected, the cost to exit existing commitments and fair value estimates. These estimates could differ from actual results. We monitor the initial estimates periodically and record an adjustment for any significant changes in estimates.

Share-Based Compensation

We use the Black-Scholes option pricing model to determine the fair value of stock options. The determination of the fair value of share-based compensation awards on the date of grant using an option pricing model is affected by our share price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected share price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. While we believe that our assumptions are reasonable, actual experience may differ materially from our assumptions. If factors change and we employ different assumptions for estimating share-based compensation expense in future periods or if we decide to use a different valuation model, the expense in future periods may differ significantly from what we have recorded in the current period and could materially affect our operating income, net income and net income per share.

The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, characteristics not present in our option grants. Existing valuation models, including the Black-Scholes and binomial lattice models, may not provide reliable measures of the fair values of our share-based compensation. Consequently, there is a risk that our estimates of the fair values of our share-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based awards in the future. Certain share-based awards, such as employee stock options, may expire without any value having been realized by the employee, notwithstanding the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, values may be realized from these instruments that are significantly higher than the fair values originally estimated on the grant date and reported in our financial statements. There is currently no widely accepted market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.

The application of the principles codified within ASC Topic 718, “Compensation—Stock Compensation” (ASC 718) and SAB No. 107, “Interaction Between FASB Statement No. 123(R), and Certain SEC Rules and Regulations Regarding the Valuation of Share-based Payment Arrangement for Public Companies,” (SAB 107) may be subject to further interpretation and refinement over time. There are significant differences among valuation models, and there is a possibility that we will adopt different valuation models in the future. This may materially affect the fair value estimates of future share-based awards, which may result in a lack of consistency with prior periods. It may also result in a lack of comparability with other companies that use different models, methods and assumptions.

See Note 14 of our Consolidated Financial Statements contained in Part IV of this Annual Report on Form 10-K for further information regarding the impact of ASC 718 on our financial statements.

Fair Value Measurement

The reported amounts of our financial instruments, including cash and cash equivalents, short-term marketable debt securities, accounts receivable (net of the allowance for doubtful accounts), accounts payable and accrued liabilities, approximate fair value due to their short maturities.

We determined the fair value of our financial instruments according to the guidance as codified within ASC 820 “Fair Value Measurements and Disclosures” (ASC 820). The guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3:

Unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Our available for sale marketable debt securities are measured at fair value using Level 1 and Level 2 inputs.

Recent Accounting Pronouncements

Recently Adopted Guidance

In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-01, “Topic 105—Generally Accepted Accounting Principles amendments based on Statement of Financial Accounting Standards No. 168—The FASB Accounting Standards Codification^™ and the Hierarchy of Generally Accepted Accounting Principles”. On July 1, 2009, the Accounting Standards Codification (ASC) became the official single source of authoritative GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The ASC became effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of the ASC, all existing non-SEC accounting and reporting standards were superseded by the ASC and any accounting literature not included in the ASC is no longer authoritative. Following the ASC, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issue Task Force abstracts. Instead, it will issue accounting standard updates which will serve to update the ASC, provide background information about guidance and provide the basis for conclusion on the changes to the ASC. Therefore, beginning with the quarter ending September 30, 2009, all references made to GAAP in the Company’s notes to consolidated financial statements use the new ASC numbering system. The ASC does not change or alter existing GAAP and, therefore, did not otherwise have an impact on our financial statements.

In August 2009, the FASB issued ASU No. 2009-05, “Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value” (ASU 2009-05). ASU 2009-05 provides amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall” (ASC 820-10), for the fair value measurement of liabilities and clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. ASU 2009-05 became effective for interim and annual reporting periods ending after the issuance of this update. The adoption of ASU 2009-05 did not have a material impact on our financial statements.

In May 2009, the FASB issued guidance as codified within ASC Topic 855 “Subsequent Events”. This guidance establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. This guidance became effective for financial statements issued for interim and annual periods ending after June 15, 2009. The adoption of the guidance did not have a material impact on our financial statements.

In April 2009, the FASB issued guidance as codified within ASC 820-10. This guidance provides additional guidance on factors to consider in estimating fair value when there has been a significant decrease in market activity for a financial asset. This guidance became effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on our financial statements.

In April 2009, the FASB issued guidance as codified within ASC Topic 320 “Investments in Debt and Equity Securities.” This guidance changes the method for determining whether an other-than-temporary impairment exists for debt securities and the requirements for measurement and presentation of such impairment. This guidance became effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on our financial statements.

In April 2009, the FASB issued guidance as codified within ASC Subtopic 825-10, “Fair Value Measurements and Disclosures.” This guidance requires an entity to provide disclosures about the fair value of its financial instruments in interim reporting periods and annual reporting periods. This guidance became effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on our financial statements.

In April 2008, the FASB issued guidance as codified within ASC Subtopic 350-30 “Intangibles—Goowill and Other—General Intangibles Other than Goodwill.” This guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. This guidance became effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on our financial statements.

In December 2007, the FASB issued guidance as codified within ASC Topic 810 “Consolidation.” This guidance establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance became effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on our financial statements. Upon adoption, we reclassified a noncontrolling interest as a separate component of equity and noncontrolling interest income to net income attributable to noncontrolling interest in our financial statements. In addition, we disclosed the noncontrolling interest component in the comprehensive income footnote as required by this guidance.

In December 2007, the FASB issued guidance as codified within ASC Topic 805 “Business Combinations” (ASC 805). Under this guidance, an acquiring entity is required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. This guidance significantly changes the accounting for business combinations. This guidance also includes a substantial number of new disclosure requirements. In April 2009, the FASB issued further guidance as codified within ASC 805. This guidance addresses application issues associated with initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. The guidance applies prospectively to business combinations and assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after commencement of the first annual reporting period beginning on or after December 15, 2008. The adoption of this guidance as of January 1, 2009 did not have a material impact on our financial statements. However, the adoption of this guidance may cause any future business combinations into which we enter to have a significant impact on our financial statements as compared to our prior acquisitions which were accounted for according to the prior rules under GAAP.

Recently Issued Accounting Guidance Not Yet Adopted

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” (ASU 2010-06). ASU 2010-06 is intended to improve transparency with respect to recurring and nonrecurring fair value measurements through new disclosure requirements for transfers in and out of Level 1 and Level 2 and for activity in Level 3. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We do not expect ASU 2010-06 to have a material impact on our financial statements.

In October 2009, the FASB issued ASU No. 2009-14, “Software (Topic 985)—Certain Revenue Arrangements That Include Software Elements” (ASU 2009-14). ASU 2009-14 changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and nonsoftware components that function together to deliver the tangible product’s essential functionality are excluded from the software revenue guidance in Subtopic 985-605, “Software-Revenue Recognition.” In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We continue to evaluate the impact of the adoption of ASU 2009-14 on our financial statements.

In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements” (ASU 2009-13). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements,” for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We continue to evaluate the impact of the adoption of ASU 2009-13 on our financial statements.

Management’s Assessment of Internal Control Over Financial Reporting and Disclosure Controls

In connection with the preparation of our year-end financial statements, we have prepared a report, as required by the Sarbanes-Oxley Act of 2002, which evaluates our internal control over financial reporting as of December 31, 2009. That complete report, as well as our conclusions regarding the effectiveness of our disclosure controls and our remediation efforts, if any, are included under Item 9A of this Annual Report on Form 10-K, which investors should read in its entirety.

We are required to establish and maintain adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Those controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. While those controls may be expected to provide reasonable assurances regarding the reliability of our financial reporting, we do not expect that such controls will prevent all errors and fraud. We monitor our controls and maintain those controls as dynamic systems that change (including improvements and corrections) as conditions warrant.

As we assessed our internal control over financial reporting, we sought to identify various deficiencies or weaknesses that we may have and, if any were identified, to correct those deficiencies or weaknesses as promptly

as practicable. We are required to disclose any material weaknesses that we have identified. The Public Company Accounting Oversight Board, which was established under the Sarbanes-Oxley Act, defines a “material weakness” as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We also maintain a system of disclosure controls that have been designed with the objective of ensuring that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934, as amended, including this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

As more fully described in Item 9A of this Annual Report on Form 10-K, based on our assessment, we have concluded that our internal control over financial reporting and our system of disclosure controls were effective as of December 31, 2009 and 2008, respectively.

Results of Operations for the Years Ended December 31, 2009, 2008, and 2007

Revenues

We have entered into commercial arrangements involving both product licenses and service elements that are bundled together. Under GAAP, revenues from such bundled offerings have been allocated to the “Royalties and licenses” and “Services and other” revenue line items based on the relative fair values of the product and service elements in each of the contracts. Our determination of the relative fair values of these elements is based on the relative amounts of the fees we charge our customers for the product licenses and service elements, as set forth in each of the applicable contracts.

Revenues for the year ended December 31, 2009 were $120.0 million, an increase of $3.5 million, or 3%, from $116.5 million in 2008. Revenues for the year ended December 31, 2008 were $116.5 million, an increase of $6.5 million, or 6%, from $110.0 million in 2007.

Revenues by line item were as follows (in millions, except percentages):


	Year Ended December 31,						Change
	2009		2008		2007		2009 versus 2008			2008 versus 2007
Royalties and licenses	$	84.0	$	77.1	$	73.7	$	6.9	9%	$	3.4	5%
Services and other		36.0		39.4		36.3		(3.4)	(9)%		3.1	9%

Total revenues	$	120.0	$	116.5	$	110.0	$	3.5	3%	$	6.5	6%

Royalties and licenses

We generally derive royalties from the sale of set-top boxes and other products that incorporate our software. Royalties are typically paid by either the network operator or the set-top box manufacturer depending upon our payment arrangements with those customers, and we have historically recognized revenues through one-time royalty payments or ongoing license fees. We recognize royalties upon receipt of royalty reports reflecting unit shipments or activation of our software by network operators or manufacturers. Royalty reports are generally received one quarter in arrears. For non-refundable prepaid royalties, we recognize revenues upon initial delivery of the software to our customers. We also license our technology and services indirectly through distribution arrangements with key partners other than network operators and set-top box manufacturers, such as conditional access vendors, who pay the applicable license and royalty fees directly to us on behalf of the network operator or set-top box manufacturer. We have also entered into license agreements with network operators who pay us under a subscription-based model pursuant to which we are paid a monthly fee for each

set-top box that is shipped or deployed commercially by the network operator for so long as that box remains in use by the network operator. We expect to continue offering this licensing model in the future and expect to derive a greater percentage of our revenues from subscriber-based fees.

The aggregate amount of royalties we receive from our customers during a quarterly period is influenced by a number of factors. In the case of our set-top box software, these include: the volume of initial deployments by new customers, the activation of new subscribers by existing customers, the shipment of additional set-top boxes as replacements for older or defective set-top boxes or for purposes of simply upgrading existing set-top boxes, and sales of new products or services by the network operators that require new or updated set-top boxes. We have historically provided various types of prospective volume discounts on optional future deployments of our licensed middleware products based on the volume of the customer’s previous deployments of the particular licensed products, and we expect to continue to do so in the future. Unless we are able to offset anticipated discounts through a change in product mix, upgrades to our software or other methods which enable us to charge higher fees, we may experience slower royalty growth as discounting is triggered.

A significant portion of our revenues is dependent upon our customers’ subscriber base, the growth in their subscriber base, and the related quantities of set-top boxes deployed with our software. Specific royalty trends associated with set-top box deployments by our customers are difficult to discern in many cases as we do not control or directly influence actual deployment schedules of our customers. However, our general experience in the past suggests that set-top box deployments by our customers tend to be stronger in the third and fourth quarters of the calendar year, though many factors, such as the general economic climate and the specific financial condition of our customers, can influence the actual level of set-top box deployments at any given time. Because we receive most of our royalty reports one quarter in arrears, our royalty revenues in the past have generally been higher in the first and fourth quarters of the calendar year, though our revenues in 2009 and beyond may be negatively impacted if our customers reduce deployments of our products due to the recent deterioration in worldwide economic conditions.

We also derive fees from the licensing of other software products, such as OpenTV Streamer, our campaign management solution known as EclipsePlus, and OpenTV Participate. These license fees can be in the form of one-time, upfront payments by our customers, the total of which can vary significantly from quarter to quarter, or can be in the form of a recurring license fee, the total of which is less likely to vary significantly from quarter to quarter.

Royalties and licenses revenues by region were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008				2008 versus 2007
Europe, Middle East and Africa	$	50.8		$	39.1		$	42.4		$	11.7		30%	$	(3.3	)	(8)%
Americas		17.8			18.3			18.3			(0.5	)	(3)%		—		0%
Asia Pacific		15.4			19.7			13.0			(4.3	)	(22)%		6.7		52%

Total royalties and licenses revenues	$	84.0		$	77.1		$	73.7		$	6.9		9%	$	3.4		5%

As percentage of total revenues		70	%		66	%		67	%

2009 versus 2008. Royalties and licenses revenues in 2009 increased $6.9 million, or 9%, to $84.0 million.

•

Europe, Middle East and Africa accounted for $50.8 million in royalties and licenses revenues for 2009, an increase of $11.7 million, or 30%, compared to 2008.

BSkyB, directly and indirectly through our set-top box manufacturer customers who sell set-top boxes to BSkyB, accounted for $16.3 million, or 19%, of our total worldwide royalties and licenses revenues for 2009. BSkyB royalties and licenses revenues for 2009 decreased by $1.7 million compared to 2008 primarily due to a volume-based price reduction that became effective as of January 1, 2009, which was partially offset by increased deployments of our products. This volume-based price reduction may

negatively impact the overall level of revenues that we generate from BSkyB in the future unless we are able to offset the effect of such reduction through increased deployments of our products, an upgrade to a new version of our product that is not subject to the price reduction, or some other means. Royalties and licenses revenues from TV Cabo and Portugal Telecom increased $1.7 million and $0.9 million, respectively, in 2009 compared to 2008; both of these operators launched in 2008 and we received their initial royalty reports during the fourth quarter of 2008. Royalties and licenses revenues from Multichoice Africa increased $4.0 million for 2009 compared to 2008 as a result of an increase in deployments of set-top boxes containing our software and revised royalty reports received during 2009 from two set-top box manufacturers who supply set-top boxes to Multichoice Africa, which reported additional shipments of set-top boxes containing our software. Royalties and licenses revenues from UPC Broadband (UGC) increased $2.8 million for 2009 compared to 2008 primarily due to an accumulation of inventory of set-top boxes containing our PVR software in 2008 which resulted in a decrease in orders of new set-top boxes by that customer during the period. Royalties and licenses revenues from HOT Telecom and Sky Italia increased $1.6 million and $1.5 million, respectively, in 2009 compared to 2008 primarily due to increased deployments of set-top boxes containing our software. Royalties and licenses revenues from other customers in the region accounted for a net increase of $0.9 million compared to 2008 due to higher volumes of set-top box shipments by those customers.

•

The Americas region accounted for $17.8 million in royalties and licenses revenues in 2009, a decrease of $0.5 million, or 3%, compared to 2008.

EchoStar, including DISH Network and EchoStar Technologies LLC, accounted for $6.4 million, or 8%, of our total worldwide royalties and licenses revenues for 2009. Royalties and licenses revenues from EchoStar for 2009 increased $2.0 million compared to 2008 primarily due to the late receipt of a royalty report during the first quarter of 2009 for set-top boxes that were shipped during 2008 but not previously reported to us. Royalties and licenses revenues from Time Warner Cable and Comcast decreased $2.3 million and $0.6 million, respectively, compared to 2008 primarily due to a new pricing model that became effective as of January 1, 2009 as part of an upgrade sold to those customers for our latest EclipsePlus product. This pricing model includes a one-time, upfront license fee that is typically recognized over the term of the contract as compared to our prior pricing model under which we recognized recurring license fees as received. Royalties and licenses revenues from Bell TV (formerly Bell ExpressVu) increased $0.8 million for 2009 compared to 2008 primarily due to an increase in deployments of set-top boxes containing our software. Royalties and licenses revenues from other customers in the region accounted for a net decrease of $0.4 million compared to 2008.

•

The Asia Pacific region accounted for $15.4 million in royalties and licenses revenues in 2009, a decrease of $4.3 million, or 22%, compared to 2008.

Royalties and licenses revenues from Reliance decreased $2.5 million primarily due to the one-time license fee for enterprise software received from Reliance in 2008 and lower volumes of set-top box deployments during 2009. Royalties and licenses revenues from Austar decreased $1.5 million during 2009 compared to 2008 due to lower volumes of set-top box deployments and the receipt of a royalty report in the first quarter of 2008 for set-top boxes that were shipped during 2007 but not previously reported to us. Royalties and licenses revenues from Panasonic decreased $1.4 million primarily as a result of a volume-based price reduction for our OpenTV Integrated Browser product that became effective during the second half of 2008. Royalties and licenses revenues from JCOM decreased $0.5 million for 2009 compared to 2008 primarily due to a change in the timing of the delivery of royalty reports for our OpenTV Integrated Browser product that resulted in an additional royalty report being delivered in 2008. These decreases were partially offset by increases of $0.9 million and $0.6 million in royalties and licenses revenues from FOXTEL and Sky Network Television, respectively, during 2009 compared to 2008 due to higher volumes of set-top box deployments. Royalties and licenses revenues from other customers in the region accounted for a net increase of $0.1 million compared to 2008 due to an increase in deployments of our products.

2008 versus 2007. Royalties and licenses revenues in 2008 increased $3.4 million, or 5%, to $77.1 million.

•

Europe, Middle East and Africa accounted for $39.1 million in royalties and licenses revenue in 2008, a decrease of $3.3 million, or 8%, compared to 2007.

BSkyB, directly and indirectly through our set-top box manufacturer customers who sell set-top boxes to BSkyB, accounted for $17.9 million, or 23%, of our total worldwide royalties and licenses revenues for 2008. BSkyB royalties and licenses revenues for 2008 increased by $0.7 million compared to 2007 primarily as a result of increased deployments by BSkyB of our PVR software. We typically generate higher royalty rates from set-top boxes that include our PVR software, and we generally expect the number of PVR shipments to increase over time as network operators around the world seek to deploy more PVR functionality. Royalties and licenses revenues from UGC decreased $7.4 million in 2008 compared to 2007. During the fourth quarter of 2007, we amended some of the commercial and other terms of our license agreement with UGC and, in addition, delivered the final remaining licensed products, which allowed us to recognize $6.0 million of revenue from deferred revenue that had been deferred since 2004. In addition, during 2008 UGC maintained an inventory of set-top boxes containing our software, which negatively impacted new shipments to this customer. Royalties and licenses revenues from Sky Italia increased $1.9 million in 2008 compared to 2007 primarily due to higher volumes of set-top box deployments. Royalties and licenses revenues from Multichoice Africa increased $1.8 million in 2008 compared to 2007 primarily due to an upgrade by this customer to our latest OpenTV Core2 middleware product in 2008 and higher volumes of deployments of set-top boxes containing this product. Royalties and licenses revenues from other customers in the region accounting for a net decrease of $0.3 million due to a decrease in deployments of our products.

•

The Americas region accounted for $18.3 million in royalties and licenses revenue in 2008, consistent with 2007.

EchoStar, including DISH Network and EchoStar Technologies LLC, accounted for $4.4 million, or 6%, of our total worldwide royalties and licenses revenues for 2008. Royalties and licenses revenues from EchoStar declined $3.4 million compared to 2007 primarily due to reduced deployments by DISH Network of set-top boxes containing our software as well as the late receipt of a royalty report from EchoStar during the first quarter of 2009 for set-top boxes that were shipped during 2008. Royalties and licenses revenues from Bell TV decreased $0.5 million compared to 2007. This decrease was primarily due to an amendment to our license agreement with Bell TV entered into during the first quarter of 2007 that converted the pricing model from an upfront royalty to a recurring subscription fee per set-top box, payable over the term of the customer’s use of the set-top box incorporating our middleware. We expect the cumulative per set-top box subscription fees paid by Bell TV over the expected period of use of the set-top box to more than compensate for the relative difference between the amount of the prior upfront royalty and the recurring subscription fee. These reductions in royalties and licenses revenues were partially offset by increased royalties and licenses revenues from NET of $2.1 million, as compared to 2007, reflecting increased deployments of middleware-related products by this customer, and an increase of $1.1 million in license fees resulting from increased deployments by our customers of our advertising campaign management product. Royalties and licenses revenues from other customers in the region accounted for a net increase of $0.7 million compared to 2007 due to higher volumes of deployments of our products.

•

The Asia Pacific region accounted for $19.7 million in royalties and licenses revenues in 2008, an increase of $6.7 million, or 52%, compared to 2007.

Royalties and licenses revenues from Reliance, which we started to receive in 2008 through our license and distribution agreement with Nagravision, totaled $6.1 million in 2008 and was comprised of royalty payments and a one-time license fee for our enterprise software. Royalties and licenses revenues from Austar increased $1.6 million during 2008 compared to 2007 primarily due to the receipt of a royalty report during the first quarter of 2008 for set-top boxes that were shipped during 2007 but not previously reported to us. Royalties and licenses revenues from JCOM decreased

$0.8 million compared to 2007 due to a royalty prepayment in 2007 for deployments of our video-on-demand product. Royalties and licenses revenues from other customers accounted for a net decrease of $0.2 million due to lower volumes of deployments of our products.

Services and other

Services and other revenues are primarily generated from professional services, maintenance and support, training, service usage fees, revenue sharing arrangements and programming fees. Professional services revenues are generally derived from deployment and integration consulting engagements for network operators, set-top box manufacturers and systems integrators. The professional services engagements we enter into with our customers are generally discrete projects that are tailored to meet our customers’ specific project requirements. The project scope, term and fees in respect of our professional services engagements are dependent upon these customer requirements and generally vary from project to project based on the products involved, the level of customization and integration required and other project-specific variables.

Maintenance and support and training revenues are generally realized as services are provided to network operators and set-top box manufacturers. A set-top box manufacturer’s decision to purchase maintenance and support from us depends largely on whether such manufacturer is actively shipping set-top boxes with our software or reasonably expects to do so in quantities large enough to justify payment of these amounts, which, in both cases, is dependent upon such manufacturer’s supply contracts with network operators and set-top box demand by the network operator.

Services and other revenues were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Total services and other revenues	$	36.0		$	39.4		$	36.3		$	(3.4)	(9)%	$	3.1	9%
As percentage of total revenues		30	%		34	%		33	%

2009 versus 2008. Services and other revenues for 2009 decreased $3.4 million, or 9%, to $36.0 million.

Services and other revenues from Numericable, Comcast, Multichoice Africa, Digiturk, Reliance, Austar, Ziggo and BSkyB decreased $1.7 million, $1.3 million, $0.9 million, $0.9 million, $0.8 million, $0.6 million, $0.5 million and $0.4 million, respectively, primarily due to a decrease in professional services engagements with those customers during 2009 compared to 2008. These decreases were partially offset by increases of $1.2 million, $1.1 million, $0.7 million and $0.7 million in services and other revenues from FOXTEL, SKY Perfect, NTV Plus and NewICo, respectively, as a result of an increase in professional services engagements with those customers. Maintenance and support revenues increased by $0.7 million compared to 2008, which included an increase of $2.3 million due to growth in the subscriber base of customers of our EclipsePlus software product in the United States which was partially offset by a $1.6 million decrease in maintenance and support revenue associated with our middleware solutions. Services and other revenues from other customers during 2009 decreased $0.7 million compared to 2008.

2008 versus 2007. Services and other revenues for 2008 increased $3.1 million, or 9%, to $39.4 million.

Services and other revenues from Multichoice Africa, Numericable, Reliance and SKY Perfect increased by $3.8 million, $1.8 million, $0.8 million and $0.6 million, respectively, primarily due to an increase in professional services engagements with those customers during 2008. Maintenance and support revenues increased by $4.3 million compared to 2007, which included an increase of $2.2 million as a result of increased deployments in the United States of our EclipsePlus software product. The increases were offset by a decrease of $7.6 million from UGC due to a decrease in professional services engagements with this customer during 2008 and a decrease of $0.6 million from other customers.

Cost of Royalties and Licenses

Cost of royalties and licenses consists primarily of amortization of developed technology and patents, patent-related legal costs, materials and shipping costs, and cost of revenue share payments. Cost of royalties and licenses was as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Cost of royalties and licenses	$	3.6		$	5.0		$	5.1		$	(1.4)	(28)%	$	(0.1)	(2)%
As percentage of total revenues		3	%		4	%		5	%

2009 versus 2008. Cost of royalties and licenses for 2009 decreased $1.4 million, or 28%, to $3.6 million. As a percentage of revenues, cost of royalties and licenses decreased to 3% in 2009 compared to 4% in 2008. The amortization of developed technologies and patents decreased by $1.5 million in 2009 compared to 2008, reflecting the full amortization of our developed technologies from CAM Systems, which we acquired in the third quarter of 2005, and the full amortization of our developed technologies from BettingCorp, which we acquired in the third quarter of 2003. In addition, patent-related legal costs decreased by $0.2 million in 2009 compared to 2008. These decreases were offset by an increase of $0.2 million in cost of materials supplied to customers and an increase of $0.1 million in revenue share payments made by us.

2008 versus 2007. Cost of royalties and licenses for 2008 decreased $0.1 million, or 2%, to $5.0 million. As a percentage of revenues, cost of royalties and licenses decreased to 4% in 2008 compared to 5% in 2007. The amortization of developed technologies and patents decreased by $1.7 million in 2008 compared to 2007, reflecting the full amortization of our developed technologies from CAM Systems, which we acquired in the third quarter of 2005, the full amortization of our developed technologies from BettingCorp, which we acquired in the third quarter of 2003, and the full amortization of our patents from Wink Communications, Inc., which we acquired in the fourth quarter of 2002. In addition, revenue share payments made by us decreased by $0.6 million in 2008 compared to 2007. These decreases were partially offset by a $0.7 million increase in patent-related legal costs. In addition, patent-related legal costs in 2007 were favorably impacted by a litigation settlement during the fourth quarter of 2007 that resulted in a $1.5 million payment to us.

Cost of Services and Other

Cost of services and other consists primarily of personnel and personnel-related support costs associated with maintenance and support, professional services engagements, consulting and subcontractor costs, third party material costs, and depreciation. Cost of services and other was as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Cost of services and other	$	42.3		$	39.1		$	42.9		$	3.2	8%	$	(3.8)	(9)%
As percentage of total revenues		35	%		34	%		39	%

2009 versus 2008. Cost of services and other for 2009 increased $3.2 million, or 8%, to $42.3 million. As a percentage of revenues, cost of services and other increased to 35% in 2009 compared to 34% in 2008. We increased our provision for service contracts that are in a loss position by $1.0 million as a result of changes in cost estimates impacting some of our professional services engagements. Personnel and personnel-related support costs increased by $2.0 million primarily due to an overall increase in headcount, and an increase of $0.1 million in share-based compensation expense allocated to cost of services and other as a result of the full acceleration of vesting of our share-based compensation plans upon the closing of the tender offer by Kudelski which was deemed a change of control pursuant to the terms of such plans. Consulting and subcontractor costs increased by $2.4 million in order to meet staffing requirements for our projects. These increases were partially offset by an additional $1.1 million of project costs that were recorded as deferred costs during 2009 and a $1.1 million decrease in connection with a customer settlement for which we accrued $0.7 million in 2008 and received a $0.4 million contribution from our insurance company during 2009.

2008 versus 2007. Cost of services and other for 2008 decreased $3.8 million, or 9%, to $39.1 million. As a percentage of revenues, cost of services and other decreased to 34% in 2008 compared to 39% in 2007. Consulting and subcontractor costs decreased by $6.3 million, which was partially offset by an increase of $1.8 million in personnel and personnel-related support costs, reflecting the effect of management’s efforts to reduce overall costs for outside consultants and subcontractors. The increased personnel and personnel-related support costs included the impact of foreign currency translation on our costs that are denominated in foreign currencies, which was due to the weakening of the United States dollar during a significant portion of 2008. The decrease was further offset by a $0.6 million reserve that we recorded in the fourth quarter of 2008 in connection with a contract dispute with a customer.

Research and Development

Research and development expenses consist primarily of personnel and personnel-related support costs and consulting and subcontractor costs incurred for both new product development and enhancements to our existing software products and applications. Research and development remains important to our long-term growth strategy. We will continue to focus on the timely development of new and enhanced interactive television and advanced advertising products for our customers, and we plan to continue investing at levels that we believe are sufficient to develop our technologies and product offerings.

Research and development expenses were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Research and development	$	36.0		$	34.4		$	32.7		$	1.6	5%	$	1.7	5%
As percentage of total revenues		30	%		30	%		30	%

2009 versus 2008. Research and development expenses for 2009 increased $1.6 million, or 5%, to $36.0 million. As a percentage of revenues, research and development expenses remained consistent with 2008 at 30%. Personnel and personnel-related support costs for 2009 increased $1.0 million primarily as a result of increased headcount. In addition, share-based compensation expense allocated to research and development expenses increased by $0.2 million as a result of the full acceleration of vesting of our share-based compensation plans upon the closing of the tender offer by Kudelski which was deemed a change of control pursuant to the terms of such plans. These increases were partially offset by a decrease of $1.0 million in bonus expense. In addition, consulting and subcontractor costs increased $0.6 million due to additional staffing requirements for our research and development projects.

2008 versus 2007. Research and development expenses for 2008 increased $1.7 million, or 5%, to $34.4 million. As a percentage of revenues, research and development expenses remained consistent with 2007 at 30%. The increased expenses were primarily due to an increase of $1.9 million in personnel and personnel- related support costs, which included the impact of foreign currency translation on our costs denominated in foreign currencies due to the overall weakening of the United States dollar during a significant portion of 2008. The increase was partially offset by a decrease of $0.2 million in other non-personnel costs.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel and personnel-related support costs, consulting and subcontractor costs, and marketing-related expenses. Sales and marketing expenses were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Sales and marketing	$	8.1		$	9.4		$	10.8		$	(1.3)	(14)%	$	(1.4)	(13)%
As percentage of total revenues		7	%		8	%		10	%

2009 versus 2008. Sales and marketing expenses in 2009 decreased $1.3 million, or 14%, to $8.1 million. As a percentage of revenues, sales and marketing expenses decreased to 7% for 2009 compared to 8% in 2008. Personnel and personnel-related support costs for 2009 decreased $0.8 million due to a reduction in headcount. In addition, marketing expenses decreased $0.4 million as a result of lower spending on trade shows and other marketing activities during 2009.

2008 versus 2007. Sales and marketing expenses in 2008 decreased $1.4 million, or 13%, to $9.4 million. As a percentage of revenues, sales and marketing expenses decreased to 8% for 2008 compared to 10% in 2007. Personnel and personnel-related support costs decreased $0.8 million due to a reduction in headcount. Marketing expenses decreased $0.3 million as a result of lower spending on trade shows and other marketing activities during 2008. In addition, consulting and subcontractor costs decreased $0.1 million and other costs decreased $0.2 million.

General and Administrative

General and administrative expenses consist primarily of personnel and personnel-related support costs, including for our executives and our board of directors, consulting and subcontractor costs, fees for professional services, including legal and accounting fees, provision for doubtful accounts and non-income tax-related expenses. General and administrative expenses were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
General and administrative	$	21.7		$	20.3		$	21.6		$	1.4	7%	$	(1.3)	(6)%
As percentage of total revenues		18	%		17	%		20	%

2009 versus 2008. General and administrative expenses for 2009 increased $1.4 million, or 7%, to $21.7 million. As a percentage of revenues, general and administrative expenses increased to 18% compared to 17% in 2008. During 2009, we accrued a liability of $1.8 million in respect of potential exposure for state and local sales taxes for sales of our software products to customers located in the United States. Sales of our products may be exempt from sales tax in certain jurisdictions subject to satisfaction of applicable requirements, including receipt of appropriate exemption documentation from our customers. The liability is an estimate that may change in future periods based upon our receipt of such documentation. During 2009, we incurred costs of $1.8 million for advisory and administrative services and $0.7 million for legal services related to the offers by Kudelski in 2009 to acquire all of our Class A ordinary shares they did not own. Bad debt expense was $0.3 million higher during 2009 compared to 2008, which is consistent with a higher accounts receivable balance. These increases were partially offset by a decrease of $1.0 million in consulting and subcontractor costs, and a decrease of $1.9 million in personnel and personnel-related support costs, $0.6 million of which was attributable to our reversal of the remaining accrual for severance and other costs relating to a former senior executive officer and the effect of an insurance contribution we received in connection with a settlement reached with such former executive officer. Bonus expenses and recruiting expenses each decreased $0.4 million compared to 2008. These decreases were partially offset by an increase of $0.2 million in share-based compensation expense allocated to general and administrative expenses as a result of the full acceleration of vesting of our share-based compensation plans upon the closing of the tender offer by Kudelski which was deemed a change of control pursuant to the terms of such plans and a net decrease of $0.5 million in other personnel and personnel-related support costs. Other general and administrative expenses accounted for a net decrease of $0.3 million compare to 2008.

2008 versus 2007. General and administrative expenses for 2008 decreased $1.3 million, or 6%, to $20.3 million. As a percentage of revenues, general and administrative expenses decreased to 17% in 2008 compared to 20% in 2007. The decrease was primarily due to a decrease of $1.5 million in personnel and personnel-related support costs. 2007 was impacted by one-time severance and other costs of $2.0 million that were recorded in connection with the departure of some of our former senior executive officers. The decrease in 2008 also reflected a decrease of $0.2 million in provisions for doubtful accounts. The decreases were partially offset by an increase of $0.4 million in consulting and subcontractor costs and fees for professional services.

Restructuring and Impairment Costs

Restructuring and impairment costs were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Restructuring and impairment costs	$	0.2		$	0.6		$	0.3		$	(0.4)	(67)%	$	0.3	100%
As percentage of total revenues		—	%		1	%		—	%

During the last three years, we have undertaken several initiatives to reduce operating expenses around the world. As a result of these actions, 19 employees were included in workforce reduction plans in 2009, 31 employees in 2008, and eight employees in 2007. We recorded restructuring charges of $0.2 million in 2009, which reflected a third quarter workforce reduction in Israel. In 2008, we recorded restructuring charges of $0.6 million, which reflected a second quarter workforce reduction in the United States, Singapore and Israel. In 2007, we recorded restructuring charges of $0.3 million, which reflected a fourth quarter workforce reduction in the United States and the United Kingdom.

Amortization of Intangible Assets

Intangible assets are amortized on a straight-line basis over the estimated useful life of four to 13 years. As noted above, cost of royalties and licenses includes amounts relating to the amortization of developed technologies and patents. Amortization of intangible assets, excluding these developed technologies and patents, was as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Amortization of intangible assets	$	0.3		$	0.7		$	1.6		$	(0.4)	(57)%	$	(0.9)	(56)%
As percentage of total revenues		—	%		1	%		1	%

2009 versus 2008. Amortization of intangible assets for 2009 decreased $0.4 million, or 57%, to $0.3 million. The decrease resulted from the impairment during the fourth quarter of 2008 of the unamortized value of one of the customer contracts we assumed as part of our acquisition of substantially all of the assets of CAM Systems in September 2005.

2008 versus 2007. Amortization of intangible assets for 2008 decreased $0.9 million, or 56%, to $0.7 million. The decrease resulted from the expiration of the amortization period during the third quarter of 2007 for some intangible assets relating to Wink Communications, Inc., which we acquired in the fourth quarter of 2002.

Impairment of Intangible Assets

Impairment of intangible assets was as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Impairment of intangible assets	$	—		$	0.8		$	—		$	(0.8)	100%	$	0.8	100%
As percentage of total revenues		—	%		1	%		—	%

During the fourth quarter of 2008, we determined that an impairment had occurred with respect to the value of one of the customer contracts we assumed as part of our acquisition of CAM Systems in September 2005. The customer did not renew its contract with us upon expiration of the contract in December 2008, and we recorded an $0.8 million impairment charge for the unamortized balance of such intangible assets.

Interest Income

Interest income consists primarily of interest earned on our cash and cash equivalents, and marketable debt securities, net of interest expense. Interest income was as follows (in millions):


	Year Ended December 31,						Change
	2009		2008		2007		2009 versus 2008			2008 versus 2007
Interest income	$	0.5	$	2.2	$	3.2	$	(1.7)	(77)%	$	(1.0)	(31)%

2009 versus 2008. Interest income for 2009 decreased $1.7 million, or 77%, to $0.5 million. The decrease was due to lower effective interest rates earned on our investment portfolio, which consists primarily of cash and cash equivalents, money market funds and short-term marketable debt securities issued by United States government entities and other highly-rated institutions.

2008 versus 2007. Interest income for 2008 decreased $1.0 million, or 31%, to $2.2 million. Interest income for 2008 included $0.4 million related to the capital contribution made to us by Liberty Media Corporation (Liberty Media) in connection with its sale of shares to Kudelski SA in January 2007. Interest income decreased in 2008 due to the lower effective yield on our investment portfolio, which was partially offset by an overall increase in the size of our portfolio.

Other Income and Expense Items

Other income and expense items consist primarily of gains or losses from foreign currency exchange, gains or losses on the disposal of capital assets, miscellaneous income and other unusual items. The net of other income and expense items was as follows (in millions):


	Year Ended December 31,							Change
	2009			2008		2007		2009 versus 2008			2008 versus 2007
Other income (expense)	$	(0.7	)	$	1.6	$	2.8	$	(2.3)	(144)%	$	(1.2)	(43)%

For 2009, net other income (expense) was negatively impacted by the weakening of the United States Dollar relative to the foreign currencies in which our cash balance was denominated and our reduction of such cash balance compared to 2008. In addition, in 2009 we changed the ratio of current assets to current liabilities denominated in foreign currencies, and the weakening of the United States dollar relative to such currencies resulted in a negative impact to net other income (expense). Approximately $2.0 million of the negative impact in 2009 compared to 2008 was attributable to foreign exchange fluctuations, and the remaining $0.3 million was attributable to expenses related to liquidation of subsidiaries and sales of businesses in 2009.

For 2008, net other income included approximately $1.2 million, which represented contingent consideration received in connection with the sale of our PlayMonteCarlo gaming business in the fourth quarter of 2006, and approximately $0.2 million received as a result of the sale of a cost investment in the fourth quarter of 2007. Net other income in 2008 benefited by approximately $0.2 million from the overall weakening of the United States dollar relative to the foreign currencies in which a portion of our cash balance was denominated.

For 2007, net other income primarily reflected a gain from the sale of a cost investment.

Income Taxes

Effective January 1, 2007, we adopted the provisions of the interpretation the guidance as codified within ASC Topic 740 “Income Taxes,” which included a two-step approach to recognizing, de-recognizing and measuring uncertain tax positions accounted for in accordance with this guidance. As a result of the implementation of this guidance, we recognized an increase of approximately $2.6 million in liability for

unrecognized tax benefits and a decrease in the related reserve of the same amount. No material adjustment to the balance of accumulated deficit as of January 1, 2007 was required. As of December 31, 2009, unrecognized tax benefits approximated $1.0 million which would affect the effective tax rate if recognized.

We estimate that we had net United States federal income tax loss carryforwards of approximately $176.0 million at the end of 2009, although our ability to make use of those tax loss carryforwards may be limited under applicable tax regulations. The calculation of those tax loss carryforwards is a complex matter and may require a reassessment from time to time, which could result in changes to that estimate. For all periods presented, substantially all federal tax benefits related to our losses have been offset by an increase in the valuation allowance against the resulting deferred tax assets. Notwithstanding those federal income tax loss carryforwards, we are subject to income taxes in certain state and foreign jurisdictions, and we have foreign taxes withheld from certain royalty payments.

Income tax expense consists primarily of foreign taxes, state taxes, tax benefits or refunds, and changes to reserves for identified potential foreign tax exposures. Incomes taxes were as follows (in millions):


	Year Ended December 31,						Change
	2009		2008		2007		2009 versus 2008			2008 versus 2007
Income tax expense	$	1.5	$	0.5	$	1.2	$	1.0	200%	$	(0.7)	(58)%

Our income tax expense was $1.5 million for 2009, primarily attributable to income taxes in the United States and foreign jurisdictions where we generate income and a release of tax reserves following the expiration of the applicable statute of limitations.

Our income tax expense was $0.5 million for 2008, primarily attributable to income taxes in foreign jurisdictions where we generate income and a release of tax reserves following the expiration of the applicable statute of limitations.

Our income tax expense was $1.2 million for 2007, primarily attributable to income taxes in the United States and foreign jurisdictions where we generate income and offset by decreases to reserves for identified potential foreign tax exposures.

Noncontrolling interest

In November 2000, we established Spyglass Integration, Inc., a joint venture with Motorola. We recorded a gain with respect to Motorola’s share of losses in this venture. Noncontrolling interest recorded during 2009, 2008 and 2007 was nominal.

Discontinued Operations

In December 2007, we sold Static 2358 Holdings Ltd., which operated our PlayJam games business. In accordance with the guidance as codified within ASC Topic 360 “Property, Plant, and Equipment” (ASC 360), the business unit has been reclassified as a discontinued operation.

As a result of reassessment of the carrying value of the long-lived assets of the discontinued operations in accordance with the guidance as codified within ASC 360 and ASC Topic 350 “Intangibles—Goodwill and Other,” during 2007 we recorded an impairment charge to goodwill of $3.6 million, an impairment charge to property and equipment of $0.2 million, and a $1.4 million loss on the sale of the subsidiary. See Note 6 (Discontinued Operations) to the Consolidated Financial Statement for further information.

Business Segment Results

In March 2008, Nigel (Ben) Bennett was appointed as Chief Executive Officer after having served as Chief Operating Officer and Acting Chief Executive Officer since August 2007. Accordingly, Mr. Bennett is our chief

operating decision maker, or CODM. As part of a management change in August 2007, we reorganized our reporting units in an effort to provide management with better information for allocating the company’s resources and assessing performance in accordance with the new management team’s strategic focus. Our CODM currently assesses our results and financial performance and reviews our internal budgeting reports on the basis of two segments: middleware solutions and advertising solutions. We have prepared this segment analysis in accordance with the guidance as codified within ASC 280, and accordingly, we have restated the segment information for the prior periods presented in our financial statements.

Middleware solutions is composed of set-top box middleware and embedded browser technologies, such as OpenTV Spyglass and Integrated Browser, as well as software components that are deployed at the network operator’s headend.

Advertising solutions has included our OpenTV EclipsePlus and Eclipse products, our PlayJam business, our NASCAR service and related technologies, our PlayMonteCarlo betting and gaming channel, and our OpenTV Participate product. Beginning in 2007, we ceased operating our NASCAR service and our PlayMonteCarlo betting and gaming channel. In December 2007, we sold Static, which operated our PlayJam games business. In accordance with ASC 360, the financial results of our PlayJam games business have been reclassified as a discontinued operation in our financial statements for all periods presented.

Our management reviews and assesses the “contribution margin” of each of these segments, which is not a financial measure calculated in accordance with GAAP. We define contribution margin for these purposes as segment revenues less related direct or indirect allocable costs, including personnel and personnel-related support costs, communications, facilities, maintenance and support, consulting and subcontractor costs, travel, marketing and network infrastructure and bandwidth costs. There are significant judgments management makes with respect to the direct and indirect allocation of costs that may affect the calculation of contribution margins. While management believes these and other related judgments are reasonable and appropriate, others could assess such matters differently.

Contribution margin is a non-GAAP financial measure that excludes unallocated corporate support, interest, taxes, depreciation and amortization, amortization of intangible assets, share-based compensation, impairment of goodwill, impairment of intangibles, other income, noncontrolling interest, restructuring provisions, and unusual items such as contract amendments that mitigate potential loss positions. These exclusions reflect costs not considered directly allocable to individual business segments and result in a definition of contribution margin that does not take into account some of the substantial costs of doing business. Management believes that segment contribution margin is a helpful measure in evaluating the performance of our business segments. While our management may consider contribution margin to be an important measure of comparative operating performance, this measure should be considered in addition to, but not as a substitute for, profit (loss) from operations, net income (loss), cash flow and other measures of financial performance prepared in accordance with GAAP that are presented in our financial statements. In addition, our calculation of contribution margin may be different from, and not comparable to, the calculation used by other companies.

Because these segments reflect the manner in which management reviews our business, they necessarily involve judgments that management believes are reasonable in light of the circumstances under which they are made. These judgments may change over time or may be modified to reflect new facts or circumstances. Segments may also be changed or modified to reflect technologies and applications that are newly created, or that change over time, or other business conditions that evolve, each of which may result in reassessing specific segments and the elements included within each of those segments. Recent events may affect the manner in which we present segments in the future.

Middleware Solutions

Revenues and contribution margin of our middleware solutions segment were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008				2008 versus 2007
Royalties and licenses	$	81.4		$	71.1		$	68.7		$	10.3		14%	$	2.4	3	%
Services and other		27.7			32.1			29.0			(4.4	)	(14%)		3.1	11	%

Total middleware solutions	$	109.1		$	103.2		$	97.7		$	5.9		6%	$	5.5	6	%

As percentage of total revenues		91	%		89	%		89	%

Contribution margin—middleware solutions	$	41.8		$	40.8		$	32.1		$	1.0		2%	$	8.7	27	%

2009 versus 2008. Total revenues from the middleware solutions segment in 2009 increased $5.9 million, or 6%, to $109.1 million.

Royalties and licenses revenues from set-top box shipments and other product sales accounted for 75% and 69% of segment revenues for the years ended December 31, 2009 and 2008, respectively. Royalties and licenses revenues from the middleware solutions segment for 2009 increased $10.3 million, or 14%, to $81.4 million. As described under “Royalties and licenses” in “Revenues” above, BSkyB, directly and indirectly through our set-top box manufacturer customers who sell set-top boxes to BSkyB, accounted for $16.3 million, or 19%, of our total worldwide royalties and licenses revenues for 2009. BSkyB royalties and licenses revenues for 2009 decreased by $1.7 million compared to 2008 primarily as a result of a volume-based price reduction that became effective as of January 1, 2009, which was partially offset by increased deployments of our products. As described above, this volume-based price reduction may negatively impact the overall level of revenues that we generate from BSkyB in the future. Royalties and licenses revenues from EchoStar for 2009 increased by $2.0 million compared to 2008 primarily due to the late receipt of a royalty report during the first quarter of 2009 for set-top boxes that were shipped during 2008 but not previously reported to us. Royalties and licenses revenues from Portugal Telecom and TV Cabo increased $0.9 million and $1.7 million, respectively, in 2009 compared to 2008; both of these operators launched in 2008 and we received their initial royalty reports during the fourth quarter of 2008. Royalties and licenses revenues from Multichoice Africa increased $4.0 million for 2009 compared to 2008 as a result of an increase in deployments of set-top boxes containing our software and revised royalty reports received during the quarter from two set-top box manufacturers who supply set-top boxes to Multichoice Africa, which reported additional shipments of set-top boxes containing our software. Royalties and licenses revenues from UGC increased $2.8 million for 2009 compared to 2008 primarily due to an accumulation of inventory of set-top boxes containing our PVR software in 2008 which resulted in a decrease in orders of new set-top boxes by that customer during the period. Royalties and licenses revenues from HOT Telecom, SKY Network Television and Sky Italia increased $1.6 million, $0.6 million and $1.5 million, respectively, in 2009 compared to 2008 primarily due to increased deployments of set-top boxes containing our software. Royalties and licenses revenues from Bell TV increased $0.8 million for 2009 compared to 2008 primarily due to an increase in deployments of set-top boxes containing our software. Royalties and licenses revenues from Austar decreased by $1.5 million during 2009 compared to 2008 due to lower volumes of set-top box deployments and the late receipt of a royalty report in the first quarter of 2008 for set-top boxes that were shipped during 2007 but not previously reported to us. Royalties and licenses revenues from Reliance decreased by $2.5 million primarily due to the one-time license fee for enterprise software received from Reliance in 2008 and lower volumes of set-top box deployments during 2009. Royalties and licenses revenues from Panasonic decreased $1.4 million for 2009 compared to 2008 primarily as a result of a volume-based price reduction for our OpenTV Integrated Browser product that became effective during the second half of 2008 and lower volumes of set-top box deployments during 2009. Royalties and licenses revenues from JCOM decreased $0.5 million for 2009 compared to 2008 primarily due to a change in the timing of the delivery of royalty reports for our OpenTV

Integrated Browser product that resulted in an additional royalty report being delivered in 2008. Royalties and licenses revenues from other customers accounted for a net increase of $2.0 million compared to 2008 due to higher volumes of set-top box shipments by these customers.

Services and other revenues accounted for 25% and 31% of segment revenues for 2009 and 2008, respectively. Services and other revenues from the middleware solutions segment for 2009 decreased $4.4 million, or 14%, to $27.7 million. As described under “Services and other” in “Revenues” above, services and other revenues from Numericable, Digiturk, Multichoice Africa, Reliance, Austar, Ziggo and BSkyB decreased $1.7 million, $0.9 million, $0.9 million, $0.8 million, $0.6 million, $0.5 million and $0.4 million, respectively, primarily due to a decrease in professional services engagements with those customers during 2009 compared to 2008. These decreases were partially offset by increases of $1.2 million, $1.1 million, $0.7 million and $0.7 million in services and other revenues from FOXTEL, SKY Perfect, NTV Plus and NewICo, respectively, as a result of an increase in professional services engagements with those customers. The remaining decrease of $2.3 million resulted from a $1.6 million decrease in maintenance and support revenues and a decrease of $0.7 million in professional services revenues from other customers compared to 2008.

Middleware solutions costs consist primarily of personnel and personnel-related support costs and consulting and subcontractor costs associated with professional services engagements. Total contribution margin for the middleware solutions segment for 2009 was $41.8 million compared to $40.8 million in 2008. Revenues generated in this segment increased $5.9 million which was offset by an increase of $3.6 million in consulting and subcontractor costs, an increase of $1.0 million in provision for service contracts that are in a loss position as a result of changes in cost estimates impacting some of our professional services engagements, an increase of $2.3 million in personnel and personnel-related support costs, an increase of $0.1 million in cost of materials supplied to customers, and an increase of $0.1 million in marketing expenses. These increases in expenses were partially offset by an additional $1.1 million of project costs that were recorded as deferred costs for 2009, a $1.1 million decrease in connection with a customer settlement for which we accrued $0.7 million in 2008 and received a $0.4 million contribution from our insurance company during 2009, and a decrease of $0.1 million in revenue share payments.

2008 versus 2007. Total revenues from the middleware solutions segment in 2008 increased $5.5 million, or 6%, to $103.2 million.

Royalties and licenses revenues from the middleware solutions segment increased $2.4 million, or 3%, to $71.1 million in 2008 and accounts for the majority of our overall revenues. Royalties and licenses revenues from set-top box shipments and other product sales accounted for 69% and 70% of segment revenues for the years ended December 31, 2008 and 2007, respectively. As described under “Royalties and licenses” in “Revenues” above, BSkyB, directly and indirectly through our set-top box manufacturer customers who sell set-top boxes to BSkyB, accounted for $17.9 million, or 23%, of our total worldwide royalties and licenses revenues for 2008. BSkyB royalties and licenses revenues increased by $0.7 million compared to 2007, primarily as a result of increased deployments by BSkyB of our software products, particularly our PVR software. Royalties and licenses revenues from Reliance, which we started to receive in 2008 through our license and distribution agreement with Nagravision, totaled $6.1 million in 2008 and was comprised of royalty payments and a one-time license fee for our enterprise software. Royalties and licenses revenues from NET increased by $2.1 million compared to 2007, which reflected increased deployments of middleware-related products by this customer. Royalties and licenses revenues from Multichoice Africa increased by $1.8 million compared to 2007 primarily due to an upgrade by this customer to our latest OpenTV Core2 middleware product in 2008 and higher volumes of deployments of set-top boxes containing this product. Royalties and licenses revenues increases were partially offset by lower royalties and licenses revenues of $7.4 million from UGC. During the fourth quarter of 2007, we amended some of the commercial and other terms of our license agreement with UGC and, in addition, delivered the final remaining licensed products, which allowed us to recognize $6.0 million of revenue that had been deferred since 2004. In addition, during 2008, UGC maintained an inventory of set-top-boxes containing our software, which negatively impacted new shipments to this customer for which we would receive

royalties. Royalties and licenses revenues from EchoStar, including DISH Network and EchoStar Technologies LLC, decreased $3.4 million compared to 2007. The decrease was primarily due to reduced deployments by DISH Network of set-top boxes containing our software, as well as the late receipt of a royalty report from EchoStar during the first quarter of 2009 for set-top boxes that were shipped during 2008. Royalties and licenses revenues from JCOM decreased $0.8 million compared to 2007 as the prior year period included a royalty prepayment for deployments of our video-on-demand product. Royalties and licenses revenues from Bell TV declined $0.5 million compared to 2007. This decrease was primarily due to an amendment to our license agreement with Bell TV entered into during the first quarter of 2007 that converted the pricing model from an upfront royalty to a recurring subscription fee per set-top box, payable over the term of the customer’s use of the set-top box incorporating our middleware. We expect the cumulative per set-top box subscription fees paid by Bell TV over the expected period of use of the set-top box to more than compensate for the relative difference between the amount of the prior upfront royalty and the recurring subscription fee. Royalties and licenses revenues from other customers accounted for a net increase of $3.8 million compared to 2007 due to higher volumes of deployments of our product.

Services and other revenues accounted for 31% and 30% of segment revenues in 2008 and 2007, respectively. Services and other revenues from the middleware solutions segment in 2008 increased $3.1 million, or 11%, to $32.1 million. As described under “Services and other” in “Revenues” above, services and other revenues from Multichoice Africa, Numericable, Reliance and SKY Perfect increased $3.8 million, $1.8 million, $0.8 million and $0.6 million, respectively, primarily due to an increase in professional services engagements with those customers during 2008. The remaining increase of $3.7 million was generated from other discrete professional services pertaining to 2008 activities and an increase in maintenance and support revenues. The increases were partially offset by a decrease of $7.6 million from UGC primarily due to a decrease in professional services engagements with this customer during 2008.

Total contribution margin for the middleware solutions segment for 2008 increased $8.7 million, or 27%, to $40.8 million, resulting from increased revenues generated in this segment, and decreased consulting and subcontractor costs primarily due to management’s efforts to reduce overall costs for outside consultants and subcontractors. The decrease was partially offset by increased personnel and personnel-related support costs, which included the impact of foreign currency translation on our costs denominated in foreign currencies due to the overall weakening of the United States dollar during a significant portion of 2008.

Advertising Solutions

Revenues and contribution margin of our advertising solutions segment were as follows (in millions, except percentages):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008				2008 versus 2007
Royalties and licenses	$	2.6		$	6.0		$	5.0		$	(3.4	)	(57%)	$	1.0	20	%
Services and other		8.3			7.3			7.3			1.0		14%		—	—	%

Total advertising solutions revenues	$	10.9		$	13.3		$	12.3		$	(2.4	)	(18%)	$	1.0	8	%

As percentage of total revenues		9	%		11	%		11	%

Contribution margin—advertising solutions	$	—		$	1.0		$	(0.4	)	$	(1.0	)	100%	$	1.4	350	%

2009 versus 2008. Total revenues from the advertising solutions segment in 2009 decreased $2.4 million, or 18%, to $10.9 million.

Royalties and licenses revenues from the advertising solutions segment in 2009 decreased $3.4 million, or 57%, to $2.6 million. As described under “Royalties and licenses” in “Revenues” above, royalties and licenses

revenues from Time Warner Cable and Comcast decreased $2.3 million and $0.6 million, respectively, compared to 2008 primarily due to a new pricing model that became effective as of January 1, 2009 as part of an upgrade sold to those customers for our latest EclipsePlus product. This pricing model includes a one-time, upfront license fee that is typically recognized over the term of the contract as compared to our prior pricing model under which we recognized recurring license fees as received. Royalties and licenses revenues from other customers accounted for a net decrease of $0.5 million compared to 2008 due to decreased deployments of our products.

Services and other revenues from the advertising solutions segment in 2009 increased by $1.0 million, or 14%, to $8.3 million. Maintenance and support revenues increased by $2.3 million due to growth in the subscriber base of customers of our EclipsePlus software product in the United States. The increase was partially offset by a decrease of $1.3 million in services and other revenues from Comcast due to a decrease in professional services engagements.

Total contribution margin for the advertising solutions segment for 2009 decreased $1.0 million, or 100%, to breakeven compared to $1.0 million gain in 2008 primarily as a result of a $2.4 million decrease in revenues, the impact of a reversal of a $0.2 million previously accrued liability during 2008, partially offset by a decrease of $1.1 million in personnel and personnel-related support costs and a decrease of $0.5 million in consulting and subcontractor costs.

2008 versus 2007. Total revenues from the advertising solutions segment in 2008 increased $1.0 million, or 8%, to $13.3 million.

Royalties and licenses from our advertising solutions products in 2008 increased $1.0 million, or 20%, to $6.0 million. As described under “Royalties and licenses” in “Revenues” above, the increase was primarily due to increased deployments of our EclipsePlus advertising campaign management product in the United States.

Services and other revenues from our advertising solutions segment in 2008 remained consistent with 2007 at $7.3 million. Maintenance and support revenues derived from our EclipsePlus software product in 2008 increased $2.2 million due to increased deployments of that product, which was offset by a decline in professional services revenue in 2008.

Total contribution margin for the advertising solutions segment improved in 2008 by $1.4 million, primarily resulting from increased revenues generated in this segment and decreased personnel and personnel-related support costs.

Reconciliation of Contribution Margin to Net Income (Loss)

Total contribution margin reconciled to net income (loss) on a GAAP basis was as follows (in millions):


	Year Ended December 31,									Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
Total contribution margin	$	41.8		$	41.8		$	31.7		$	—	0%	$	10.1	32%
Unallocated corporate overhead		(25.0	)		(24.1	)		(23.4	)
Restructuring and impairment costs		(0.2	)		(0.6	)		(0.3	)
Depreciation and amortization		(4.4	)		(4.2	)		(3.8	)
Amortization of intangible assets		(1.3	)		(3.3	)		(5.9	)
Share-based and non-cash compensation		(3.0	)		(2.5	)		(3.4	)
Interest income		0.5			2.2			3.2
Other income		(0.7	)		1.6			2.8
Impairment of intangible assets		—			(0.8	)		—

Profit before income taxes		7.7			10.1			0.9
Income tax expense		1.5			0.5			1.2

Net income (loss) from continuing operations		6.2			9.6			(0.3	)
Net loss from discontinued operations		—			—			(4.9	)

Net income (loss)		6.2			9.6			(5.2	)
Less: Net income attributable to the noncontrolling interest		—			—			—

Net income (loss) attributable to OpenTV	$	6.2		$	9.6		$	(5.2	)

Deferred Revenue

When we apply our revenue recognition policy, we must determine which portions of our revenue are recognized currently and which portions must be deferred, principally in accordance with ASC 985-605, ASC 605-35 and SAB 104. In order to determine current and deferred revenue, we make judgments and estimates with regard to future product and services deliverables and the appropriate valuation for those deliverables.

Some of our contractual arrangements with our customers involve multiple elements that impact the timing of recognition of revenues received from such customers, including, for example, our arrangements with Essel Group (which operates the DishTV network in India), FOXTEL in Australia and Comcast and Time Warner in the United States. At the time that a multiple-element arrangement is entered into, we make a determination as to whether vendor specific objective evidence, or VSOE, of fair value exists for each of the elements involved in the arrangement. To the extent VSOE of fair value does not exist for any undelivered elements, then all or portions of the amounts that we invoice under the applicable arrangement are generally deferred and recognized as revenue over time. For example, some of our arrangements provide for the delivery of future specified products and services, for which VSOE of fair value does not exist. In addition, some of our contracts include maintenance and support offerings, for which VSOE of fair value does not exist. In instances where VSOE of fair value for maintenance and support does not exist, we will generally recognize all revenues from the arrangement either over the remaining contractual period of support or over the remaining period during which maintenance and support is expected to be provided, once all other specified deliverables have been delivered. In instances where VSOE of fair value for maintenance and support exists and there are future specified products and services for which VSOE of fair value does not exist, we will generally recognize all revenues upon the final delivery of the future specified products and services, except for the fair value of the revenues relating to the remaining undelivered maintenance and support, which will be recognized over the remaining period of support.

As of December 31, 2009, we recorded a balance of $39.8 million in deferred revenue compared with $33.2 million as of December 31, 2008. Based on our current estimates, we expect the following recognition of this deferred revenue balance (in millions):


Year Ending December 31,	Expected Recognition of Deferred Revenue
2010	$	26.5
2011		5.3
Thereafter		8.0

	$	39.8

In order to determine the expected recognition of deferred revenue set forth in the foregoing table, we make judgments and estimates regarding, among other things, future product and services deliverables, the appropriate valuation of those products and services and expected changes in customer requirements. These judgments and estimates could differ from actual events, particularly those that involve factors outside of our control. As a result, the actual revenue recognized from these arrangements and the timing of that recognition may differ from the amounts identified in this table. While management believes that this information is a helpful measure in evaluating the company’s performance, investors should understand that unless and until the company is actually able to recognize these amounts as revenue in accordance with GAAP, there can be no assurance that the conditions to recognizing that revenue will be satisfied.

Liquidity and Capital Resources

We expect to be able to fund our operating and capital requirements for at least the next twelve months by using existing cash balances and short-term and long-term marketable debt securities if our assumptions about our revenues, expenses and cash commitments are generally accurate. Because we cannot be certain that our assumptions about our business or the interactive television and advertising solutions markets in general will prove to be accurate, our funding requirements may differ from our current expectations.

Our primary source of cash from operations is royalty payments from customers. The primary uses of cash are personnel and personnel-related costs, subcontractor and consulting costs, facilities costs, and capital expenditures. In February 2008, we received $14.3 million in cash from Liberty Media after the expiration of the indemnity period specified in the stock purchase agreement between Liberty Media and Kudelski. As described in this Annual Report on Form 10-K, on February 24, 2010 we announced the redemption of all of our outstanding Class A ordinary shares (other than shares owned by Kudelski and two of its subsidiaries). We intend to complete the redemption on March 26, 2010. We estimate that it will cost us approximately $24.9 million to complete the redemption, which will come from our existing cash balances.

The mix of cash and short-term and long-term investments may change in the future as we make decisions regarding the composition of our investment portfolio. We use professional investment management firms to manage a significant portion of our invested cash. The portfolio consists of highly liquid, high-quality investment grade securities of the United States government and agencies, corporate notes and bonds and certificates of deposit that predominantly have maturities of less than three years. All investments are made in accordance with our written investment policy, which has been approved by our board of directors.

The mix of cash and short-term and long-term securities was as follows, which may change in the future as we make decisions regarding the composition of our investment portfolio (in millions, except percentages):


	December 31, 2009		December 31, 2008		Change
Cash and cash equivalents	$	72.0	$	93.9	$	(21.9	)	(23	%)
Short-term marketable debt securities		36.6		7.7		28.9		375	%
Long-term marketable debt securities		9.9		1.2		8.7		725	%

Total portfolio	$	118.5	$	102.8	$	15.7		15	%


	Year Ended December 31,								Change
	2009			2008		2007			2009 versus 2008			2008 versus 2007
Cash provided by operating activities for continuing operations	$	20.5		$	14.2	$	16.2		$	6.3		$	(2.0	)
Cash provided by (used in) investing activities for continuing operations	$	(42.4	)	$	10.5	$	(9.9	)	$	(52.9	)	$	20.4
Cash provided by (used in) financing activities for continuing operations	$	(0.5	)	$	12.5	$	4.2		$	(13.0	)	$	8.3

Cash provided by operating activities

2009 versus 2008. The increase of $6.3 million in net cash provided by operating activities during 2009 compared to 2008 was primarily attributable to an $8.1 million increase in the changes in accounts receivable. This increase primarily reflects the effect of additional collection efforts we undertook during 2009. We also experienced an increase of $1.6 million in the changes in accounts payable, and we accrued a liability of $1.8 million under accrued liabilities as of December 31, 2009 in respect of potential exposure for state and local sales taxes for sales of our software products to customers located in the United States. These were partially offset by a decrease of $3.4 million in net income, a net decrease of $1.7 million in balances from non-cash items, and a decrease of $1.8 million in the changes in deferred revenue. Changes of other current assets and liabilities accounted for a net increase of $1.7 million.

2008 versus 2007. The decrease of $2.0 million in net cash provided by operating activities for continuing operations during 2008 compared to 2007 was primarily attributable to a decrease of $12.4 million in the changes in accounts receivable. The decrease was partially offset by an increase of $10.6 million in the changes in deferred revenues and an improvement of $8.7 million in net income (loss), net of non-cash items. Other current assets and liabilities accounted for a net decrease of $8.9 million.

Cash provided by (used in) investing activities

2009 versus 2008. The decrease of $52.9 million in net cash provided by (used in) investing activities during 2009 compared to 2008 primarily represented additional investments of $44.7 million in marketable debt securities and a decrease of $6.9 million in proceeds from the sales of marketable debt securities. In addition, we received $1.9 million more during 2008 than during 2009 from the sale of a cost investment. These decreases were partially offset by a $0.5 million reduction in capital expenditures during 2009 compared to 2008.

2008 versus 2007. The increase of $20.4 million in net cash used in investing activities for continuing operations during 2008 compared to 2007 reflects an increase of $20.5 million in net proceeds from the sales of marketable debt securities and $2.0 million in cash received from the sale of a cost investment, which were partially offset by an increase of $1.8 million in capital expenditures and $0.2 million used for the acquisition of Ruzz TV, net of cash acquired.

Cash provided by (used in) financing activities

2009 versus 2008. The decrease of $13.0 million in net cash provided by (used in) financing activities during 2009 compared to 2008 was primarily due to the $14.3 million capital contribution received from Liberty Media in February 2008, which was partially offset by an increase of $0.2 million of proceeds received from employee stock option exercises and a decrease of $1.1 million of cash used to repurchase our Class A ordinary shares during 2009, compared to 2008.

2008 versus 2007. The increase of $8.3 million in net cash provided by financing activities during 2008 compared to 2007 was primarily due to an increase of $8.9 million in capital contribution received from Liberty Media in 2008 compared to 2007 in connection with its sale of shares to Kudelski. The increase was partially

offset by a decrease of $0.3 million in proceeds received in 2008 from employee stock option exercises. During 2008, we paid $0.5 million to repurchase restricted Class A ordinary shares held by employees in order to satisfy applicable withholding taxes upon lapsing of the restrictions on such shares. During 2007, we repurchased 1,150,000 stock options for $0.2 million from a former executive officer in connection with his departure.

Commitments and Contractual Obligations

Information as of December 31, 2009 concerning the amount and timing of required payments under our contractual obligations is summarized below (in millions):


	Total		Due in 2010		Due in 2011- 2012		Due in 2013- 2014		Due in 2015 or after
Operating leases obligations	$	20.2	$	5.2	$	9.1	$	5.6	$	0.3
Noncancellable purchase obligations		0.1		0.1		—		—		—

Total contractual obligations	$	20.3	$	5.3	$	9.1	$	5.6	$	0.3

In the ordinary course of business, we enter into various arrangements with vendors and other business partners for marketing and other services. Future minimum commitments under these arrangements as of December 31, 2009 were $0.1 million for the year ending December 31, 2010, and insignificant for the year ending December 31, 2011. In addition, we also have arrangements with certain parties that provide for revenue sharing payments.

As of December 31, 2009, we had two standby letters of credit aggregating approximately $0.7 million which were issued to landlords of our leased properties which we vacated in the second quarter of 2005. We pledged a deposit account containing approximately $0.7 million, which was included under short-term marketable debt securities, as collateral in respect of these standby letters of credit.

Off-Balance Sheet Arrangements

As of December 31, 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Indemnification

In the ordinary course of our business, we provide indemnification to customers, subject to limitations, against claims of intellectual property infringement made by third parties arising from the use of our products. Costs related to these indemnification provisions are sometimes difficult to estimate. While we have not historically experienced significant costs for these matters, there may be occasions in the ordinary course of our business where we assume litigation and other costs on behalf of our customers that could have an adverse effect on our financial position. We ordinarily seek to limit our liability in these indemnification arrangements in various respects, including monetarily, but the costs associated with any type of intellectual property indemnification arrangement can be significant, particularly in the technology sector.

As permitted under the laws of the British Virgin Islands, we have agreed to indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we have director and officer insurance coverage that mitigates our exposure and enables us to recover a portion of any future amounts paid. We believe the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is not material.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks. This exposure relates to our holdings of fixed income investment securities and assets and liabilities denominated in foreign currencies.

Fixed Income Investment Risk

We own a fixed income investment portfolio with various holdings, types and maturities. These investments are generally classified as available-for-sale. Available-for-sale securities are recorded on the balance sheet at fair value with unrealized gains or losses, net of tax, included as a separate component of the balance sheet line item titled “accumulated other comprehensive income (loss).”

Most of these investments consist of a diversified portfolio of highly liquid United States dollar-denominated debt securities classified by maturity as cash equivalents, short-term investments or long-term investments. These debt securities are not leveraged and are held for purposes other than trading. Our investment policy limits the maximum maturity of securities in this portfolio to three years and weighted-average maturity to 15 months. Although we expect that market value fluctuations of our investments in short-term debt obligations will not be significant, a sharp rise in interest rates could have a material adverse effect on the value of securities with longer maturities in the portfolio. Alternatively, a sharp decline in interest rates could have a material positive effect on the value of securities with longer maturities in the portfolio. We do not currently hedge interest rate exposures.

Our investment policy limits investment concentration in any one issuer (other than with respect to United States Treasury and agency securities) and also restricts this part of our portfolio to investment grade obligations based on the assessments of rating agencies. There have been instances in the past where the assessments of rating agencies have failed to anticipate significant defaults by issuers. It is possible that we could lose most or all of the value in an individual debt obligation as a result of a default. A loss through a default may have a material impact on our earnings even though our policy limits investments in the obligations of a single issuer to no more than five percent of the value of our portfolio.

The following table presents the hypothetical changes in fair values in our portfolio of investment securities with original maturities greater than 90 days as of December 31, 2009 using a model that assumes immediate sustained parallel changes in interest rates across the range of maturities (in thousands):


	Fair Value as of December 31, 2009		Valuation of Securities if Interest Rates Decrease 1%		Valuation of Securities if Interest Rates Decrease 0.5%		Valuation of Securities if Interest Rates Increase 1%		Valuation of Securities if Interest Rates Increase 2%
Marketable debt securities	$	46,463	$	46,710	$	46,592	$	46,196	$	45,931

The modeling technique used in the above table estimates fair values based on changes in interest rates assuming static maturities. The fair value of individual securities in our investment portfolio is likely to be affected by other factors including changes in ratings, market perception of the financial strength of the issuers of such securities and the relative attractiveness of other investments. Accordingly, the fair value of our individual securities could also vary significantly in the future from the amounts indicated above.

Foreign Currency Exchange Rate Risk

We transact business in various foreign countries. We incur a substantial majority of our expenses, and earn most of our revenues, in United States dollars. Although a majority of our worldwide customers are invoiced and make payments in United States dollars, some of our customer contracts provide for payments to be remitted in local currency. As of December 31, 2009, we held approximately $6.8 million of various foreign currencies as a result of our worldwide operations.

We have a foreign currency exchange exposure management policy. The policy permits the use of foreign currency forward exchange contracts and foreign currency option contracts and the use of other hedging procedures in connection with hedging foreign currency exposures. The policy requires that the use of derivatives and other procedures qualify for hedge treatment under the guidance as codified within ASC Topic 815, “Derivatives and Hedging.” During the year ended December 31, 2009, we did not use foreign currency forward exchange contracts, options in hedging foreign currency exposures, or other hedging procedures. However, we regularly assess our foreign currency exchange rate risk that results from our global operations, and we may in the future elect to make use of appropriate hedging strategies.

Item 8.

Financial Statements and Supplementary Data

The Consolidated Financial Statements and Supplementary Data required by this Item are set forth at the pages indicated in Item 15(a).

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

Item 9A.

Controls and Procedures

a. Disclosure Controls and Procedures

Our management carried out an evaluation as of December 31, 2009 under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, and concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended) were effective as of December 31, 2009.

b. Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2009 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2009, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our independent registered public accounting firm, Grant Thornton LLP, has issued an audit report on our internal control over financial reporting, which appears in this Annual Report on Form 10-K.

c. Limitations on Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

d. Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting implemented during the fourth quarter of fiscal 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

OpenTV Corp.

We have audited OpenTV Corp. and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). OpenTV Corp. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on OpenTV Corp. and subsidiaries’ internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, OpenTV Corp. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of OpenTV Corp. and subsidiaries as of December 31, 2009 and, 2008 and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss) and cash flows for each of the three years in the period ended December 31, 2009. Our audits of the basic financial statements included the financial statement schedule listed in the index appearing under Schedule II. Our report dated March 15, 2010 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP

San Francisco, California

March 15, 2010

Item 9B.

Other information

On November 4, 2009, we held our annual meeting of shareholders for the purpose of:

•

Electing nine directors to our board of directors;

•

Ratifying our board of directors’ selection of Grant Thornton LLP as our independent registered public accountants for our 2009 fiscal year; and

•

Voting upon a shareholder proposal concerning a Dutch Auction Tender Offer to repurchase at least $30 million of our Class A ordinary shares from our shareholders.

Each of the following individuals was elected to our board of directors to hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified or until their earlier death or resignation:


Nominee	Votes For	Votes Withheld
Nigel (Ben) Bennett	343,920,632	24,876,343
Joseph Deiss	348,161,225	20,635,750
Lucien Gani	336,272,653	32,524,322
André Kudelski	334,935,060	33,861,915
Jerry Machovina	350,946,477	17,850,498
Alex Osadzinski	344,977,409	23,819,566
Pierre Roy	337,582,860	31,214,115
Mauro Saladini	337,610,395	31,186,580
Claude Smadja	336,336,693	32,460,282

The following proposal was also approved at our 2009 annual meeting of shareholders:

Ratification of the appointment of Grant Thornton LLP as independent auditors for OpenTV Corp. for the year ending December 31, 2009.


Votes For	Votes Against	Votes Abstained
367,475,706	296,324	1,024,944

The following proposal was rejected at our 2009 annual meeting of shareholders:

A shareholder proposal concerning a Dutch Auction Tender Offer to repurchase at least $30 million of our Class A ordinary shares from our shareholders.


Votes For	Votes Against	Votes Abstained
17,346,864	332,862,943	46,507

No other matters were submitted to shareholders for a vote.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information regarding our directors and executive officers required by this Item is incorporated by reference to the information set forth in the sections entitled “Information Concerning Our Current Directors and Executive Officers” and “Corporate Governance and Board Matters” in the definitive proxy statement for our 2010 annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (the “Proxy Statement”).

Information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the information set forth in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Item 11.

Executive Compensation

The information required by this Item is incorporated by reference to the information set forth in the section entitled “Executive Compensation” in the Proxy Statement.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this Item regarding security ownership of certain beneficial owners is incorporated by reference to the information set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the information set forth in the sections entitled “Corporate Governance and Board Matters” and “Certain Relationships and Related Transactions” in the Proxy Statement.

Item 14.

Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the information set forth in the section entitled “Audit Fees and All Other Fees” in the Proxy Statement.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a)(1) Financial Statements Included in Part II of this Report:


		Page
Index to Consolidated Financial Statements		F-1
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-3
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		F-4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and 2007		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		F-7
Notes to the Consolidated Financial Statements		F-8

(2) Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts

(3) Exhibits



2.1		Asset Purchase Agreement, dated as of September 7, 2005, by and among OpenTV Corp., OpenTV Advertising Holdings, Inc., CAM Systems, L.L.C., StarNet, L.P., StarNet Management, L.L.C., H. Chase Lenfest, H.F. Lenfest and HCL Family Holdings, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on September 9, 2005).

3.1		Amended and Restated Memorandum of Association of OpenTV Corp. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of OpenTV Corp., as filed with the Securities and Exchange Commission on March 30, 2006).

3.2		Articles of Association of OpenTV Corp. (incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of OpenTV Corp., as filed with the Securities and Exchange Commission on March 15, 2007 (the “2006 10-K”)).

4.1		Specimen Certificate for Class A ordinary shares of OpenTV Corp. (incorporated by reference to Exhibit 4.1 of Amendment No. 1 (the “First F-1 Amendment”) to the F-1 Registration Statement, as filed with the Securities and Exchange Commission on November 10, 1999).

10.1		Form of Indemnification Agreement for directors and officers of OpenTV Corp. (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K of OpenTV Corp., as filed with the Securities and Exchange Commission on March 16, 2005 (the “2004 10-K”)).

10.2†		OpenTV Corp.’s Amended and Restated 1999 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 20-F of OpenTV Corp. for the year ended December 31, 2000 (the “2000 20-F”).

10.3†		OpenTV Corp.’s Amended and Restated 1999 Share Option/Share Issuance Plan (incorporated by reference to Exhibit 10.3 of Amendment No. 3 (the “Third F-1 Amendment”) to the F-1 Registration Statement, as filed with the Securities and Exchange Commission on November 19, 1999).

10.4		Shareholder’s Agreement among OTV Holdings Limited, OpenTV Corp. and Sun TSI Subsidiary, Inc. dated October 23, 1999 (incorporated by reference to Exhibit 10.4 to the Third F-1 Amendment).

10.5		Trademark License Agreement between Sun Microsystems, Inc. and OpenTV, Inc. dated March 20, 1998 (incorporated by reference to Exhibit 10.5 to the Third F-1 Amendment).

10.6		Technology License and Distribution Agreement between Sun Microsystems, Inc. and OpenTV, Inc. dated March 20, 1998 (incorporated by reference to Exhibit 10.6 to the Third F-1 Amendment).

10.7		First Amendment to Technology License and Distribution Agreement between Sun Microsystems, Inc. and OpenTV, Inc. dated June 30, 1999 (incorporated by reference to Exhibit 10.7 to the Third F-1 Amendment).

10.8		Source Code License and Binary Distribution Agreement between Sun Microsystems, Inc. and OpenTV, Inc. effective July 1, 1996 (incorporated by reference to Exhibit 10.10 to the Third F-1 Amendment).

10.9		Source Code License and Binary Distribution Agreement between Sun Microsystems, Inc. and OpenTV, Inc. effective April 1, 1998 (incorporated by reference to Exhibit 10.9 to the Third F-1 Amendment).

10.10		OpenTV’s Amended and Restated 2000 Exchange Plan (incorporated by reference to Exhibit 10.1 to the Form 6-K of OpenTV Corp., as filed with the Securities and Exchange Commission on August 30, 2000).

10.11		Third Amendment to Technology License and Distribution Agreement between Sun Microsystems, Inc. and OpenTV, Inc. dated June 30, 2005 (incorporated by reference to Exhibit 10.33 to the 2006 10-K).



10.12†		OpenTV’s 2001 Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of OpenTV Corp. (File No. 333-74026), as filed with the Securities and Exchange Commission on November 27, 2001).

10.13		License Agreement for OpenTV Interactive Applications and Enterprise and Network Solutions, dated as of August 16, 2002 by and among OpenTV, Inc., MultiChoice Africa Limited and MIH Limited (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-4 of OpenTV Corp. (File No. 333-102944), as filed with the Securities and Exchange Commission on February 4, 2003).

10.14†		OpenTV Corp. 2003 Incentive Plan (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to the Registration Statement on Form S-4 of OpenTV Corp. (File No. 333-102944), as filed with the Securities and Exchange Commission on April 25, 2003).

10.15†		Form of Incentive Stock Option Agreement for OpenTV Corp. Amended and Restated 1999 Share Option/Share Issuance Plan. (incorporated by reference to Exhibit 10.25 to the 2004 10-K).

10.16†		Form of Nonstatutory Stock Option Agreement for OpenTV Corp. 2001 Nonstatutory Stock Option Plan (incorporated by reference to Exhibit 10.26 to the 2004 10-K).

10.17†		Form of Incentive Stock Option Agreement for OpenTV Corp. 2003 Incentive Plan. (incorporated by reference to Exhibit 10.27 to the 2004 10-K).

10.18†		OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Annex A to the 2005 Proxy Statement on Schedule 14A of OpenTV Corp., as filed with the Securities and Exchange Commission on October 14, 2005).

10.19†		Form of Incentive Stock Option Agreement for OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of OpenTV Corp., as filed with the Securities and Exchange Commission on December 21, 2005 (the “2005 S-8”)).

10.20†		Form of Non-Qualified Stock Option Agreement for OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.4 to the 2005 S-8).

10.21†		Form of Independent Director Stock Option Agreement for OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.5 to the 2005 S-8).

10.22†		Form of Restricted Share Agreement for the 2007 Management Bonus and Equity Issuance Plan under the OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 of OpenTV Corp., as filed with the Securities and Exchange Commission on August 27, 2007 (the “2007 S-8”)).

10.23†		Form of Restricted Share Agreement for December 2007 restricted share grants under the OpenTV Corp. 2005 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on December 14, 2007).

10.24†		Offer Letter to Shum Mukherjee dated May 27, 2005 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on May 31, 2005).

10.25†		Separation Agreement dated as of June 27, 2007 between OpenTV Corp. and James Chiddix (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on July 3, 2007).

10.26†		Letter Agreement with Nigel W. Bennett dated December 10, 2007 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on December 14, 2007).



10.27†		Employment Agreement with Nigel W. Bennett dated November 5, 2008 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of OpenTV Corp., as filed with the Securities and Exchange Commission on November 6, 2008).

10.28†		Form of Restricted Share Agreement with Nigel W. Bennett relating to restricted shares granted pursuant to Mr. Bennett’s Employment Agreement dated November 5, 2008 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of OpenTV Corp., as filed with the Securities and Exchange Commission on November 6, 2008).

10.29†		Form of Offer Letter entered into with Senior Vice Presidents (incorporated by reference to Exhibit 10.33 to Annual Report on Form 10-K of OpenTV Corp., as filed with the Securities and Exchange Commission on March 10, 2009 (the “2008 10-K”)).

10.30†		Form of Letter Agreement relating to Section 409A of the Internal Revenue Code entered into with Shum Mukherjee, Mark Beariault and Tracy Geist on December 19, 2008 (incorporated by reference to Exhibit 10.34 to the 2008 10-K).

10.31		Registration Rights Agreement dated as of September 7, 2005 by and among OpenTV Corp., CAM Systems, L.L.C. and StarNet, L.P. (incorporated by reference to Exhibit 10.34 to Quarterly Report on Form 10-Q of OpenTV Corp. for the quarterly period ended September 30, 2005, as filed with the Securities and Exchange Commission on November 7, 2005).

10.32		Letter Agreement dated February 10, 2006 between OpenTV Corp. and Liberty Media Corporation (incorporated by reference to Exhibit 10.41 to the Current Report on Form 8-K of OpenTV Corp., as filed with the Securities and Exchange Commission on February 13, 2006).

10.33		Office Lease dated as of June 18, 2009 between OpenTV, Inc. and VNO Patson Sacramento LP (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of OpenTV Corp., as filed with the Securities and Exchange Commission on August 7, 2009).

21.1*		List of Subsidiaries.

23.1*		Consent of Independent Registered Public Accounting Firm.

31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith

†	Management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K

SIGNATURES

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


				OPENTV CORP.

Dated: March 15, 2010				/s/ NIGEL W. BENNETT
				Nigel W. Bennett *Chief Executive Officer*

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nigel W. Bennett and Mark Beariault his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


Name	Title	Date

/s/ ANDRÉ KUDELSKI André Kudelski	Chairman of the Board of Directors	March 15, 2010

/s/ NIGEL W. BENNETT Nigel W. Bennett	Chief Executive Officer and Director (Principal Executive Officer)	March 15, 2010

/s/ PAUL AUVIL Paul Auvil	Director	March 11, 2010

/s/ JOSEPH DEISS Joseph Deiss	Director	March 15, 2010

/s/ LUCIEN GANI Lucien Gani	Director	March 12, 2010

/s/ JERRY MACHOVINA Jerry Machovina	Director	March 11, 2010

ALEX OSADZINSKI Alex Osadzinski	Director	March 12, 2010

/s/ PIERRE ROY Pierre Roy	Director	March 12, 2010

/s/ MAURO SALADINI Mauro Saladini	Director	March 12, 2010

/s/ CLAUDE SMADJA Claude Smadja	Director	March 12, 2010

/s/ SHUM MUKHERJEE Shum Mukherjee	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 15, 2010

PART IV

OPENTV CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


		Page No.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-3
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		F-4
Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2009, 2008 and 2007		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		F-7
Notes to the Consolidated Financial Statements		F-8
Schedule II—Valuation and Qualifying Accounts		F-48

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

OpenTV Corp.

We have audited the accompanying consolidated balance sheets of OpenTV Corp. and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2009. Our audits of the basic financial statements included the financial statement schedule listed in the index appearing under Schedule II. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of OpenTV Corp. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), OpenTV Corp. and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 15, 2010 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP

San Francisco, California

March 15, 2010

F-2

OPENTV CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)


	December 31, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	72,041		$	93,887
Short-term marketable debt securities		36,561			7,768
Accounts receivable, net of allowance for doubtful accounts of $1,075 and $1,076 at December 31, 2009 and 2008, respectively		28,639			27,275
Prepaid expenses and other current assets		6,391			4,628

Total current assets		143,632			133,558
Long-term marketable debt securities		9,902			1,178
Property and equipment, net		8,297			7,974
Goodwill		95,730			95,250
Intangible assets, net		7,184			8,519
Other assets		2,813			2,471

Total assets	$	267,558		$	248,950


LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	3,144		$	2,287
Accrued liabilities		17,671			17,602
Accrued restructuring		221			238
Deferred revenue		26,462			16,130

Total current liabilities		47,498			36,257
Accrued liabilities, net of current portion		2,568			1,160
Accrued restructuring, net of current portion		1,060			1,146
Deferred revenue, net of current portion		13,299			17,092

Total liabilities		64,425			55,655
Commitments and contingencies (Note 19)
Shareholders’ equity:
Preference shares, no par value, 500,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, no par value, 500,000,000 shares authorized; 107,986,419 and 108,385,176 shares issued and outstanding, including treasury shares, at December 31, 2009 and 2008, respectively		2,235,353			2,234,687
Class B ordinary shares, no par value, 200,000,000 shares authorized; 30,206,154 shares issued and outstanding at December 31, 2009 and 2008		35,953			35,953
Additional paid-in capital		517,256			515,506
Treasury shares at cost, zero and 523,647 shares at December 31, 2009 and 2008, respectively		—			(623	)
Accumulated other comprehensive loss		(1,600	)		(2,163	)
Accumulated deficit		(2,584,254	)		(2,590,496	)

Total shareholders’ equity		202,708			192,864
Noncontrolling interest		425			431

Total equity		203,133			193,295

Total liabilities and equity	$	267,558		$	248,950

The accompanying notes are an integral part of these consolidated financial statements.

F-3

OPENTV CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)


	Year Ended December 31,
	2009			2008			2007
Revenues:
Royalties and licenses	$	84,032		$	77,133		$	73,735
Services and other		35,980			39,341			36,242

Total revenues		120,012			116,474			109,977
Cost of revenues:
Royalties and licenses		3,654			4,994			5,115
Services and other		42,280			39,059			42,944

Total cost of revenues		45,934			44,053			48,059

Gross profit		74,078			72,421			61,918
Operating expenses:
Research and development		35,971			34,400			32,718
Sales and marketing		8,073			9,371			10,829
General and administrative		21,655			20,299			21,563
Restructuring and impairment costs		154			575			267
Amortization of intangible assets		250			734			1,618
Impairment of intangible assets		—			767			—

Total operating expenses		66,103			66,146			66,995

Profit (loss) from operations		7,975			6,275			(5,077	)
Interest income		467			2,230			3,195
Other income (expense)		(734	)		1,581			2,824

Profit from continuing operations, before tax		7,708			10,086			942
Income tax expense		1,466			473			1,248

Profit (loss) from continuing operations, net of tax		6,242			9,613			(306	)
Discontinued operations:
Loss from discontinued operations, net of tax		—			—			(1,091	)
Impairment of assets of discontinued operations, net of tax		—			—			(3,764	)

Net loss from discontinued operations		—			—			(4,855	)

Net income (loss)		6,242			9,613			(5,161	)
Less: Net income attributable to the noncontrolling interest		(6	)		(20	)		(35	)

Net income (loss) attributable to OpenTV	$	6,236		$	9,593		$	(5,196	)

Net income (loss) attributable to OpenTV per share from continuing operations, basic	$	0.05		$	0.07		$	—
Net loss attributable to OpenTV per share from discontinued operations, basic		—			—			(0.04	)

Net income (loss) attributable to OpenTV per share, basic	$	0.05		$	0.07		$	(0.04	)

Net income (loss) attributable to OpenTV per share from continuing operations, diluted	$	0.04		$	0.07		$	—
Net loss attributable to OpenTV per share from discontinued operations, diluted		—			—			(0.04	)

Net income (loss) attributable to OpenTV per share, diluted	$	0.04		$	0.07		$	(0.04	)

Shares used in per share calculation, basic		138,108,085			139,496,297			139,012,431

Shares used in per share calculation, diluted		138,729,962			140,211,084			139,012,431

The accompanying notes are an integral part of these consolidated financial statements.

F-4

OPENTV CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except share amounts)


										Additional Paid-In Capital			Treasury Shares			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total			Other Comprehensive Income (Loss)
	Class A					Class B
	Shares		Amount			Shares		Amount
Balances, December 31, 2006	107,906,960		$	2,235,495		30,631,746		$	35,953	$	491,630		$	(38	)	$	(261	)	$	(2,594,948	)	$	167,831
Share options exercised	275,906			303		—			—		18			—			—			—			321
Share-based and non-cash employee and director compensation, including stock options and restricted share grants	2,291,482			159		—			—		3,223			—			—			—			3,382
Shares issued in exchange for OpenTV, Inc. shares	34,000			—		—			—		63			—			—			—			63
Conversion of Class B shares to Class A shares	425,592			—		(425,592	)		—		—			—			—			—			—
Capital contribution from the former controlling shareholder	—			—		—			—		5,395			—			—			—			5,395
Share options repurchased	—			—		—			—		(167	)		—			—			—			(167	)
Treasury shares repurchased	—			—		—			—		—			(1,305	)		—			—			(1,305	)
Treasury shares retired	(1,276,327	)		(1,343	)	—			—		—			1,343			—			—			—
Unrealized gains on investments, net of income taxes	—			—		—			—		—			—			17			—			17		$	17
Foreign currency translation gains	—			—		—			—		—			—			103			—			103			103
Net loss	—			—		—			—		—			—			—			(5,161	)		(5,161	)		(5,161	)
Comprehensive income attributable to the noncontrolling interest	—			—		—			—		—			—			—			—			—			(35	)

Balances, December 31, 2007	109,657,613			2,234,614		30,206,154			35,953		500,162			—			(141	)		(2,600,109	)		170,479		$	(5,076	)

Share options exercised	39,464			17		—			—		—			—			—			—			17
Share-based and non-cash employee and director compensation, including stock options and restricted share grants	(60,833	)		—		—			—		2,528			—			—			—			2,528
Restricted shares with restrictions lapsed and shares withheld to satisfy applicable withholding tax liabilities	(419,091	)		968		—			—		(1,519	)		—			—			—			(551	)
Shares issued in exchange for OpenTV, Inc. shares	—			—		—			—		2			—			—			—			2
Capital contribution from the former controlling shareholder	—			—		—			—		14,333			—			—			—			14,333
Treasury shares repurchased	—			—		—			—		—			(1,535	)		—			—			(1,535	)
Treasury shares retired	(831,977	)		(912	)	—			—		—			912			—			—			—
Unrealized losses on investments, net of income taxes	—			—		—			—		—			—			(257	)		—			(257	)	$	(257	)
Foreign currency translation losses	—			—		—			—		—			—			(1,765	)		—			(1,765	)		(1,765	)
Net income	—			—		—			—		—			—			—			9,613			9,613			9,613
Comprehensive income attributable to the noncontrolling interest	—			—		—			—		—			—			—			—			—			(20	)

Balances, December 31, 2008	108,385,176			2,234,687		30,206,154			35,953		515,506			(623	)		(2,163	)		(2,590,496	)		192,864		$	7,571

F-5

OPENTV CORP.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)—(Continued)

(In thousands, except share amounts)


									Additional Paid-In Capital			Treasury Shares		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total			Other Comprehensive Income (Loss)
	Class A					Class B
	Shares		Amount			Shares	Amount
Share options exercised	191,853			217		—		—		—			—		—			—			217
Share-based and non-cash employee and director compensation, including stock options and restricted share grants	100,000			—		—		—		2,985			—		—			—			2,985
Restricted shares with restrictions lapsed and shares withheld to satisfy applicable withholding tax liabilities	(364,284	)		1,072		—		—		(1,548	)		—		—			—			(476	)
Shares issued in exchange for OpenTV, Inc. shares	197,321			—		—		—		300			—		—			—			300
Excess tax benefits from exercise of stock options	—			—		—		—		13			—		—			—			13
Treasury shares retired	(523,647	)		(623	)	—		—		—			623		—			—			—
Unrealized losses on investments, net of income taxes	—			—		—		—		—			—		(160	)		—			(160	)	$	(160	)
Foreign currency translation gains	—			—		—		—		—			—		723			—			723			723
Net income	—			—		—		—		—			—		—			6,242			6,242			6,242
Comprehensive income attributable to the noncontrolling interest	—			—		—		—		—			—		—			—			—			(6	)

Balances, December 31, 2009	107,986,419		$	2,235,353		30,206,154	$	35,953	$	517,256		$	—	$	(1,600	)	$	(2,584,254	)	$	202,708		$	6,799

The accompanying notes are an integral part of these consolidated financial statements.

F-6

OPENTV CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Year Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net income (loss)	$	6,242		$	9,613		$	(5,161	)
Less: Net income attributable to the noncontrolling interest		(6	)		(20	)		(35	)

Net income attributable to OpenTV		6,236			9,593			(5,196	)
Less: Loss from discontinued operations		—			—			(4,855	)

Net income (loss) from continuing operations		6,236			9,593			(341	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment		4,419			4,193			3,819
Amortization of intangible assets		1,335			3,303			5,888
Share-based compensation		2,983			2,516			3,267
Non-cash employee compensation		2			12			88
Non-cash restructuring costs		19			—			—
Excess tax benefits from exercise of stock options		(13	)		—			—
Provision for doubtful accounts		770			511			700
Impairment costs		—			767			—
Gain on sale of cost investment		(120	)		(220	)		(1,739	)
Loss on disposal of fixed assets		36			5			346
Loss on investment in marketable debt securities		—			58			—
Changes in operating assets and liabilities:
Accounts receivable		(2,919	)		(11,052	)		1,329
Prepaid expenses and other current assets		(1,764	)		(1,087	)		1,752
Other assets		(343	)		(547	)		2,737
Accounts payable		1,085			(505	)		(1,192	)
Accrued liabilities		1,355			(1,682	)		1,187
Accrued restructuring		(103	)		(796	)		(190	)
Deferred revenue		7,323			9,088			(1,467	)

Net cash provided by operating activities of continuing operations		20,301			14,157			16,184
Net cash provided by operating activities of discontinued operations		—			—			403

Total net cash provided by operating activities		20,301			14,157			16,587
Cash flows from investing activities:
Purchase of property and equipment		(4,705	)		(5,198	)		(3,378	)
Cash used in acquisition, net of cash acquired (Note 5)		—			(228	)		—
Proceeds from sale of cost investment		120			1,959			—
Proceeds from disposal of property and equipment		2			—			27
Proceeds from sale of marketable debt securities		13,396			20,334			17,646
Purchase of marketable debt securities		(51,072	)		(6,380	)		(24,235	)

Net cash provided by (used in) investing activities of continuing operations		(42,259	)		10,487			(9,940	)
Net cash provided by (used in) investing activities of discontinued operations		—			225			(573	)

Total net cash provided by (used in) investing activities		(42,259	)		10,712			(10,513	)
Cash flows from financing activities:
Repurchase of employee stock options		—			—			(167	)
Repurchase of restricted shares		(495	)		(532	)		—
Repurchase of treasury shares		(228	)		(1,307	)		(1,305	)
Capital contribution from the former controlling shareholder		—			14,333			5,395
Proceeds from issuance of ordinary shares		217			17			321
Excess tax benefits from exercise of stock options		13			—			—

Net cash provided by (used in) financing activities of continuing operations		(493	)		12,511			4,244
Effect of exchange rate changes on cash and cash equivalents of continuing operations		605			(2,092	)		(198	)
Effect of exchange rate changes on cash and cash equivalents of discontinued operations		—			—			(137	)

Total effect of exchange rate changes on cash and cash equivalents		605			(2,092	)		(335	)
Net increase (decrease) in cash and cash equivalents of continuing operations		(21,846	)		35,288			10,290
Net decrease in cash and cash equivalents of discontinued operations		—			—			(307	)

Net increase in cash and cash equivalents		(21,846	)		35,288			9,983
Cash and cash equivalents, beginning of period, of continuing operations		93,887			58,599			48,309
Cash and cash equivalents, beginning of period, of discontinued operations		—			—			307

Cash and cash equivalents, beginning of period		93,887			58,599			48,616
Cash and cash equivalents, end of period, of continuing operations		72,041			93,887			58,599
Cash and cash equivalents, end of period, of discontinued operations		—			—			—

Cash and cash equivalents, end of period	$	72,041		$	93,887		$	58,599

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	(940	)	$	(1,528	)	$	(1,617	)

Non-cash investing and financing activities:
Conversion of exchangeable shares	$	300		$	2		$	63

Retirement of treasury shares	$	623		$	912		$	1,343

The accompanying notes are an integral part of these consolidated financial statements.

F-7

OPENTV CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009

Note 1. Ownership and Business of OpenTV

OpenTV Corp. was formed as an international business company incorporated under the International Business Companies Act of the British Virgin Islands in September 1999 to act as a holding company for OpenTV, Inc., which then became our principal operating subsidiary. As of January 1, 2007, the International Business Companies Act was repealed and we are now governed by the provisions of the BVI Business Companies Act, 2004.

On January 16, 2007, Kudelski SA and certain of its subsidiaries (collectively referred to as “Kudelski”) completed a stock purchase transaction, pursuant to which Kudelski acquired a controlling interest in our company from Liberty Media Corporation (Liberty Media), our former controlling shareholder. We were not a direct party to that transaction. However, we received a total of approximately $19.7 million in cash from Liberty Media in connection with that transaction, which represents the total capital contribution due to us pursuant to an agreement we previously had entered into with Liberty Media in February 2006 that provided for us to receive a portion of any premium received by Liberty Media in any sale of its stake in OpenTV. We also received approximately $0.1 million and $0.4 million during the years ended December 31, 2008 and 2007, respectively, in interest income related to this capital contribution. No further amounts are due to us under the terms of the agreement between us and Liberty Media.

On October 5, 2009, a subsidiary of Kudelski launched an unsolicited tender offer to purchase all of our outstanding Class A ordinary shares not owned by Kudelski or any of its affiliates for $1.55 per share. On October 20, 2009, we filed a Schedule 14D-9 Solicitation/Recommendation Statement with the Securities and Exchange Commission (SEC) in response to the unsolicited tender offer in which our board of directors expressed no opinion as to whether our shareholders should tender their shares and indicated it would remain neutral as to the tender offer. On November 25, 2009, Kudelski completed the tender offer and acquired 77,668,849 Class A ordinary shares in such tender offer. As of December 31, 2009, Kudelski, directly and indirectly through its subsidiaries, beneficially owns Class A and Class B ordinary shares of our company collectively representing an economic interest of approximately 89% and a voting interest of approximately 96% in our company.

On February 19, 2010, Kudelski, together with two of its subsidiaries, which collectively own ordinary shares representing more than 90% of our outstanding voting power, delivered a written notice to us pursuant to Section 176 of the BVI Act, directing us to redeem all of the outstanding Class A ordinary shares (other than Class A ordinary shares held by Kudelski and those two subsidiaries). In its written instructions, Kudelski recommended that we redeem the Class A ordinary shares at a price of $1.55 per share. Pursuant to the BVI Act, upon the receipt of such written instructions from Kudelski and its two subsidiaries we became obligated to redeem all of the outstanding Class A ordinary shares (other than any such shares held by Kudelski or its subsidiaries). Accordingly, on February 24, 2010, we announced the redemption of all of our outstanding Class A ordinary shares, other than any such shares held by Kudelski SA and two of its subsidiaries, for $1.55 per share. We intend to complete the redemption at 5:00 p.m., New York City time, on March 26, 2010. In addition, on February 24, 2010, we notified the NASDAQ Stock Market of our intent pursuant to NASDAQ Marketplace Rule 5840(j) to voluntarily delist our Class A ordinary shares from The NASDAQ Global Market effective upon completion of the redemption on March 26, 2010. We also intend to file a Form 25 with the SEC in order to effect the voluntary delisting of our Class A ordinary shares on or about March 17, 2010.

We provide advanced digital television solutions dedicated to creating and delivering compelling viewing experiences to consumers of digital content worldwide. Our software enables cable, satellite, telecommunications and digital terrestrial operators, which we refer to as network operators, to offer enhanced television experiences to their viewers.

F-8

Note 2. Basis of Presentation

The consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of OpenTV Corp., sometimes referred to herein as OpenTV, together with its wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. Significant estimates and assumptions include matters related to revenue recognition, valuation allowances, impairments, restructuring costs and share-based compensation.

Discontinued Operations

In December 2007, we completed the sale of Static 2358 Holdings Ltd. (Static), our subsidiary that operated our PlayJam games business (PlayJam). In accordance with the guidance as codified within the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 360 “Property, Plant, and Equipment” (ASC 360), the financial results of the disposal group have been classified as a discontinued operation. Unless noted otherwise, discussions in the footnotes below pertain to continuing operations.

Note 3. Summary of Significant Accounting Policies

In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-01, “Topic 105-Generally Accepted Accounting Principles amendments based on Statement of Financial Accounting Standards No. 168-The FASB Accounting Standards Codification^™ and the Hierarchy of Generally Accepted Accounting Principles”. On July 1, 2009, the FASB ASC became the official single source of authoritative GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The ASC became effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of the ASC, all existing non-SEC accounting and reporting standards were superseded by the ASC and any accounting literature not included in the ASC is no longer authoritative. Following the ASC, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issue Task Force abstracts. Instead, it will issue accounting standard updates which will serve to update the ASC, provide background information about guidance and provide the basis for conclusion on the changes to the ASC. Therefore, beginning with the quarter ending September 30, 2009, all references made to GAAP in the Company’s notes to consolidated financial statements use the new ASC numbering system. The ASC does not change or alter existing GAAP and, therefore, did not otherwise have an impact on our financial statements.

Cash and Cash Equivalents

Cash and cash equivalents are stated at cost, which approximates fair value. We consider all highly liquid instruments with original or remaining maturities of three months or less at the date of purchase and money market funds to be cash equivalents. As of December 31, 2009 and 2008, we had approximately $15.7 million and $38.8 million, respectively, of cash and cash equivalents in financial institutions in foreign jurisdictions, of which $9.8 million and $28.4 million, respectively, were denominated in United States dollars.

F-9

Marketable Debt Securities

Our policy is to minimize risk by investing in investment grade securities which earn returns based on current interest rates.

We classify all marketable debt securities as available-for-sale in accordance with the guidance as codified within ASC Topic 320, “Investments—Debt and Equity Securities” (ASC 320). Accordingly, our marketable debt securities are carried at fair value as of the balance sheet date. Short-term marketable debt securities are those with remaining maturities at the balance sheet date of one year or less. Long-term marketable debt securities have remaining maturities at the balance sheet date of greater than one year.

Unrealized gains and losses are reported as accumulated other comprehensive income (loss) in the statement of shareholders’ equity. Additionally, realized gains and losses on sales of all such investments are reported in results of operations and computed using the specific identification method. It is our policy to review our marketable debt securities investments on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. If we determine that an other-than-temporary decline exists in any of our marketable debt securities, it is our policy to write such debt investments down to the market value and record the related write-down as an investment loss in our consolidated statements of operations.

Fair Value Measurement

We determined the fair value of our financial instruments according to the guidance as codified within the ASC Topic 820 “Fair Value Measurements and Disclosures” (ASC 820). The guidance defines fair value as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Level 3:

Unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

Concentration of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and marketable debt securities. Cash and cash equivalents are primarily invested in a diverse portfolio of money market securities and money market funds in accordance with our investment policy. With respect to accounts receivable, our customer base is dispersed across many geographic areas and we generally do not require collateral. We analyze historic collection experience, customer credit-worthiness, current economic trends in each country where our customers are located, and customer payment history when evaluating the adequacy of the allowance for doubtful accounts. We disclose accounts receivable net of the allowance for doubtful accounts on the face of the consolidated balance sheet.

F-10

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of three to seven years. Leasehold improvements are amortized on a straight-line basis over the life of the lease, or the estimated useful life of the asset, whichever is shorter.

Major additions and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the life of the assets are charged to expense. In the period assets are retired or otherwise disposed of, the costs and related accumulated depreciation and amortization are removed from the accounts, and any gain or loss on disposal is included in results of operations.

Goodwill and Intangible Assets

In accordance with the guidance as codified within ASC Topic 350, “Intangibles—Goodwill and Other” (ASC 350), we review our goodwill for impairment annually, or more frequently if facts and circumstances warrant a review. The provisions of ASC 350 require that a two-step test be performed to assess goodwill for impairment. First, the fair value of each reporting unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. In this case, the implied fair value of the reporting unit’s goodwill is determined and compared to the carrying value of the goodwill. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded.

We completed our annual goodwill impairment test during the fourth quarter of fiscal 2009 and determined that there was no impairment.

ASC 350 also requires that intangible assets with definite lives be amortized over their estimated useful life and reviewed for impairment in accordance with ASC 360.

Intangible assets are stated at cost less accumulated amortization. Amortization of intangible assets is computed on a straight-line basis over the estimated benefit periods. The estimated benefit period ranges from four to thirteen years.

In April 2008, the FASB issued guidance as codified within ASC Subtopic 350-30 “Intangibles—Goodwill and Other—General Intangibles Other than Goodwill.” This guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of this guidance is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. This guidance became effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on our financial statements.

Long-Lived Assets

We account for long-lived assets according to the guidance as codified within ASC 360, which requires us to review for the impairment of long-lived assets, including intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, we estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted expected future cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the difference between the asset’s fair value and its carrying value. We recognized an intangible asset impairment loss of $0.8 million for the year ended December 31, 2008.

F-11

Revenue Recognition

We derive revenue from two primary sources: (i) royalties and licenses and (ii) services and other.

Royalties and licenses. In accordance with the guidance as codified within ASC Subtopic 985-605 “Software—Revenue Recognition” (ASC 985-605), we generally recognize royalties in the case of upfront royalty arrangements upon the notification of initial shipment, deployment or activation of our software; in the case of usage or subscription-based arrangements, we generally recognize royalties on a periodic basis, usually monthly or quarterly, based upon the number of copies of our software reported as active or in use for the relevant period. Royalty revenue is considered to be fixed or determinable as reported and is further subject to the existence of a signed contract and probable collection of the resulting receivable. We generally recognize license fees if a signed contract exists, delivery of the relevant software has occurred, the fee is fixed or determinable and collection of the resulting receivable is probable. For non-refundable prepaid royalties, we generally recognize revenue upon delivery of our software, provided that all other requirements of ASC 985-605 have been met.

Services and other. Professional services revenues related to software development contracts and arrangements for customization and implementation support are generally recognized using contract accounting and the percentage of completion basis in accordance with the of the guidance as codified within ASC Subtopic 605-35 “Revenue Recognition—Construction-Type and Production-Type Contracts” (ASC 605-35). If a revenue contract involves the provision of multiple elements, total estimated contract revenues are allocated to each element based on the relative fair value of each element. In the event that fair value is not determinable for each element of a multiple-element contract, the contract is considered to be one accounting unit. If it is reasonably assured that no loss will be incurred under the arrangement, we recognize service revenues using the percentage of completion method using a zero-profit methodology until the services subject to contract accounting are complete. If the arrangement includes the future delivery of specified software products, we recognize revenue upon delivery of the services and such specified deliverables based on the completed contract method. If total costs are estimated to exceed the relative fair value for the arrangement, then a provision for the estimated loss is made in the period in which the loss first becomes apparent.

We also receive services fees and revenue shares in connection with our advertising solutions and interactive content and applications. These revenues are recognized in accordance with Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition” (SAB 104). Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectibility of the resulting receivable is reasonably assured.

Revenue shares include arrangements whereby our licensees pay us a percentage of the interactive revenues they earn from their customers. When we have delivered all of the software under such arrangements, we recognize the revenue as the licensee reports our revenue share to us, which is usually done on a quarterly basis.

For contracts with multiple obligations (for example, maintenance and support sold together with other professional services), and for which vendor-specific objective evidence (VSOE) of fair value of the undelivered elements exists, we recognize revenue for the delivered elements based upon the residual method. Generally, we have VSOE of fair value for the maintenance element of software arrangements based on the renewal rates for maintenance in future years as specified in the contracts. In such cases, we defer the maintenance revenue at the outset of the arrangement and recognize it ratably over the period during which the maintenance is to be provided, which generally commences on the date the software is delivered. Payments for maintenance and support are generally made in advance and are non-refundable. VSOE of fair value of the service element is determined based on the price charged when those services are sold separately. For revenue allocated to consulting services and for consulting services sold separately, we recognize revenue as the related services are performed.

Under multiple-element arrangements where the customer receives rights for unspecified products or services when they are made available, we recognize the entire arrangement fee ratably over the term of the

F-12

arrangement, in the appropriate respective revenue categories. Under multiple-element arrangements where the customer receives rights for specified future products and VSOE of fair value does not exist, we defer all revenue until the earlier of the point at which sufficient VSOE of fair value exists for all undelivered elements, or until all elements of the arrangement have been delivered.

Under multiple-element arrangements where the only undelivered element is maintenance and support and VSOE of fair value does not exist, the entire arrangement fee is recognized ratably over either the contractual maintenance and support period, or the period during which maintenance and support is expected to be provided.

We have entered into commercial arrangements involving both product licenses and service elements that are bundled together. Revenues from such bundled offerings under GAAP have been allocated to the “Royalties and licenses” and “Services and other” revenue line items based on the relative fair values of the product and service elements in each of the contracts. Our determination of the relative fair values of these elements is based on the relative amounts of the fees we charge our customers for the product licenses and service elements, as set forth in each of the applicable contracts.

Other Revenue Accounting Policies

In the normal course of business, we act as or use an intermediary or agent in executing transactions with third parties. The determination of whether revenue should be reported as gross or net is based on an assessment of whether we are acting as the principal or acting as an agent in the transaction. In determining whether we serve as principal or agent, we follow the guidance as codified within ASC Subtopic 605-45 “Revenue Recognition—Principal Agent Considerations” (ASC 605-45).

In accordance with the guidance as codified within ASC Subtopic 605-50 “Revenue Recognition—Customer Payments and Incentives,” we account for cash consideration given to customers, for which we do not receive a separately identifiable benefit and cannot reasonably estimate fair value, as a reduction of revenue rather than as an expense.

Sales and use tax collected from customers and remitted to governmental authorities are reported on a net basis and are excluded from revenues.

Deferred Revenue and Contract Costs

Deferred revenue consists primarily of billings for royalties, services and licenses to customers with multiple-element arrangements where VSOE of fair value for certain undelivered elements does not exist, and for undelivered products or services which are generally amortized over the term of the arrangement or as such products or services are delivered.

Deferred contract costs consist primarily of headcount and headcount-related costs, consulting and subcontractor costs and third party material costs which are considered directly allocable to those arrangements accounted for under the percentage of completion or completed contract method in accordance with ASC 605-35. These costs are accumulated in the same manner as inventory costs, and are charged to operations as the related contract revenues are recognized. If total contract costs are estimated to exceed the estimated contract revenues for an arrangement, then a provision for the estimated loss is made in the period in which the loss first becomes apparent.

Research and Development

Costs incurred in the research and development of new software products are expensed as incurred until technological feasibility is established. Development costs are capitalized beginning when a product’s technological feasibility has been established and ending when the product is available for general release to customers, in accordance with the guidance as codified within ASC Subtopic 985-20 “Software—Costs of Software to Be Sold, Leased, or Marketed.” To date, software development costs incurred in the period between completion of a working prototype and general availability of the related product have not been material and have not been capitalized.

F-13

Advertising

Costs related to advertising and promotion of products are charged to sales and marketing expense as incurred. Advertising expense for the years ended December 31, 2009 and 2008 was not significant. Advertising expense for the year ended December 31, 2007 was $0.3 million.

Operating Leases

We lease office space under operating lease agreements with original lease periods of up to nine years. Certain of the lease agreements contain rent holidays and rent escalation provisions. Rent holidays and rent escalation provisions are considered in determining straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term.

Income Taxes

We account for income taxes using an asset and liability approach that requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance if it is more likely than not that a deferred benefit will not be realized.

In July 2006, the FASB issued guidance as codified within ASC Topic 740 “Income Taxes” (ASC 740), which requires that a position taken or expected to be taken in a tax return be recognized in the consolidated financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is more likely than not (i.e. greater than fifty percent probability) to be realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of this guidance, if any, was required to be reflected as an adjustment to the opening balance of retained earnings. On January 1, 2007, we adopted this guidance. The adoption did not result in an adjustment to accumulated deficit.

This guidance also requires expanded disclosures including identification of tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly change in the next twelve months, a description of tax years that remain subject to examination by major tax jurisdictions, a tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of each annual reporting period, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and the total amounts of interest and penalties recognized in the statements of operations and financial position.

Share-Based Compensation

We account for share-based compensation according to the guidance as codified within ASC Topic 718, “Compensation—Stock Compensation” (ASC 718), which addresses the accounting for share-based awards transactions in which an enterprise receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The statement generally requires that share-based compensation transactions be accounted for using a fair-value-based method and recognized as expenses in our consolidated statement of operations.

Share-based compensation expense recognized in the consolidated statement of operations included compensation expense related to share-based compensation awards granted: (i) prior to but not yet vested as of

F-14

December 31, 2005, based on the grant date fair value estimated in accordance with the pro forma provisions of ASC 718; and (ii) subsequent to December 31, 2005, based on the grant date fair value estimated in accordance with the provisions of ASC 718. As share-based compensation expense is based on awards management reasonably believes, based on various criteria, are ultimately expected to vest, it has been reported net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant, based, in part, on employment histories, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Comprehensive Income (Loss)

We account for comprehensive income in accordance with the guidance as codified within ASC Topic 220, “Comprehensive Income.” This statement requires companies to classify items of comprehensive income by their nature in the consolidated financial statements and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the consolidated balance sheets. Accordingly, we reported foreign currency translation adjustments and the unrealized gain (loss) on marketable securities in comprehensive income (loss).

Foreign Currency Translation

The functional currency of our foreign subsidiaries is generally the local currency. Assets and liabilities are translated into United States dollars at the balance sheet date exchange rate. Revenues and expenses are translated at the average exchange rate prevailing during the period. The related gains and losses from translation are recorded as a translation adjustment in a separate component of shareholders’ equity. Foreign currency transaction gains and losses are included in results of operations.

Noncontrolling Interest

In December 2007, the FASB issued guidance as codified within ASC Topic 810 “Consolidation” (ASC 810). This guidance establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This guidance became effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on our financial statements. Upon adoption, we reclassified a noncontrolling interest as a separate component of equity and noncontrolling interest income to net income attributable to noncontrolling interest in our financial statements. In addition, we disclosed the noncontrolling interest component in the comprehensive income footnote as required by this guidance.

Business Combinations

F-15

Recent Accounting Pronouncements

Recently Adopted Guidance

In April 2009, the FASB issued guidance as codified within ASC 320. This guidance changes the method for determining whether an other-than-temporary impairment exists for debt securities and the requirements for measurement and presentation of such impairment. This guidance became effective for interim and annual periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on our financial statements.

Recently Issued Accounting Guidance Not Yet Adopted

In January of 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” (ASU 2010-06). ASU 2010-06 is intended to improve transparency with respect to recurring and nonrecurring fair value measurements through new disclosure requirements for transfers in and out of Level 1 and Level 2 and for activity in Level 3. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.

F-16

Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We do not expect ASU 2010-06 to have a material impact on our financial statements.

In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements” (ASU 2009-13). ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor’s multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We continue to evaluate the impact of the adoption of ASU 2009-13 on our financial statements.

Note 4. Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted average number of ordinary shares outstanding during the periods presented. Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consists of incremental ordinary shares issuable upon the exercise of stock options (using the treasury stock method) and ordinary shares issuable in exchange for shares of common stock (using the if-converted method) of OpenTV, Inc., our subsidiary.

F-17

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for share amounts):


	Year Ended December 31,
	2009			2008			2007
Numerator:
Net income (loss) from continuing operations	$	6,242		$	9,613		$	(306	)
Net loss from discontinued operations		—			—			(4,855	)

		6,242			9,613			(5,161	)
Less: Net income attributable to the noncontrolling interest		(6	)		(20	)		(35	)

Net income attributable to OpenTV	$	6,236		$	9,593		$	(5,196	)

Denominator—basic:
Basic weighted average shares		138,108,085			139,496,297			139,012,431

Denominator—diluted:
Weighted average shares		138,108,085			139,496,297			139,012,431
Effect of dilutive securities:
Class A ordinary shares issuable upon exercise of stock options		69,085			59,958			—
Class A ordinary shares issuable for shares of OpenTV, Inc. Class A common stock (including shares of OpenTV, Inc. Class A common stock issuable upon exercise of stock options)		552,792			654,829			—

Diluted weighted average shares		138,729,962			140,211,084			139,012,431

Net income (loss) attributable to OpenTV per share from continuing operations, basic	$	0.05		$	0.07		$	—
Net loss attributable to OpenTV per share from discontinued operations, basic		—			—			(0.04	)

Net income (loss) attributable to OpenTV per share, basic	$	0.05		$	0.07		$	(0.04	)

Net income (loss) attributable to OpenTV per share from continuing operations, diluted	$	0.04		$	0.07		$	—
Net loss attributable to OpenTV per share from discontinued operations, diluted		—			—			(0.04	)

Net income (loss) attributable to OpenTV per share, diluted	$	0.04		$	0.07		$	(0.04	)

The following items were not included in the computation of diluted net loss per share because the effect would be anti-dilutive:


	Year Ended December 31,
	2009	2008	2007
Class A ordinary shares issuable upon exercise of stock options	4,805,759	5,347,584	7,609,683
Class A ordinary shares issuable for shares of OpenTV, Inc. Class A common stock (including shares of OpenTV, Inc. Class A common stock issuable upon exercise of stock options)	—	—	671,006

Had such items been included in the calculation of diluted net loss per share, shares used in the calculation would have been increased by approximately 0.9 million in the year ended December 31, 2007.

F-18

Note 5. Ruzz Acquisition

In September 2008, we acquired the entire share capital of Ruzz TV Pty Ltd. (Ruzz), a private company based in Sydney, Australia, which provides digital television technologies that enable broadcasters to manage their workflow and content processes more efficiently. The purchase price consisted of an upfront cash payment of $0.2 million plus contingent consideration of up to $0.1 million that is subject to Ruzz’s achievement of a specified revenue target for 2009 and a profit sharing arrangement to the extent Ruzz generates any profits through 2011. In June 2009, we recorded approximately $0.2 million of additional goodwill related to contingent consideration earned by Ruzz TV upon achievement of a specified revenue target. Payment of the contingent consideration was made in September 2009.

For financial reporting purposes, the purchase price was recorded as approximately $549,000, consisting of the upfront cash payment, direct transaction expenses and contingent consideration. The purchase price was allocated based on fair value as follows (in thousands):


	Purchase Price
Tangible net assets acquired	$	204
Intangible assets acquired:
Goodwill		345

	$	549

Note 6. Discontinued Operations

In July 2001, we acquired Static, an interactive TV media and entertainment company, which became our PlayJam business unit. In December 2007, we completed the sale of Static. The purchase price included cash of $0.2 million, a 19% equity stake in the acquiring entity and contingent consideration that is subject to the acquiring entity’s achievement of net income and its utilization of its net operating losses for tax purposes.

In accordance with guidance as codified within ASC 360, the financial results of the disposal group have been classified as a discontinued operation.

As a result of a reassessment of the carrying value of the long-lived assets of the discontinued operations, in accordance with the guidance as codified within ASC 360 and ASC 350, during the year ended December 31, 2007, we recorded an impairment charge of $3.6 million representing the entire goodwill balance for PlayJam, an impairment charge to property and equipment of $0.2 million, and a $1.4 million loss on the sale of the subsidiary. We determined fair values for purpose of our impairment analysis based on current expectations for the business and the sales price. The assets and liabilities classified as discontinued operations were all disposed of as of December 31, 2007.

F-19

The results of operations included in discontinued operations were as follows (in thousands):


	Year Ended December 31,
	2009		2008		2007
Revenues—services and other	$	—	$	—	$	5,183
Cost of revenues—services and other		—		—		3,700

Gross profit		—		—		1,483
Research and development		—		—		922
Sales and marketing		—		—		—
General and administrative		—		—		424
Restructuring and impairment costs		—		—		66
Impairment of goodwill		—		—		3,626
Impairment of property and equipment		—		—		138

Loss from operations		—		—		(3,693	)
Interest income		—		—		16
Loss on sale of subsidiary		—		—		(1,339	)

Loss from discontinued operations before income taxes		—		—		(5,016	)
Income tax benefit		—		—		(161	)

Net loss from discontinued operations	$	—	$	—	$	(4,855	)

During the fourth quarter of 2007, we reduced the workforce of our PlayJam business in the United Kingdom by three employees, resulting in a restructuring provision of $0.1 million for severance that was included as part of results of operations of the discontinued operations. These severance amounts were paid before the related disposal group was sold in December 2007.

The cash flow from discontinued operations, as presented in the consolidated statement of cash flows for the year ended December 31, 2008, represents $0.2 million received as part of the purchase price from the acquiring entity. The cash flows from discontinued operations, as presented in the consolidated statement of cash flows for the year ended December 31, 2007 relate to the operations of PlayJam.

The balance of foreign currency translation adjustments associated with Static was eliminated upon divestiture and included in the loss from discontinued operations.

F-20

Note 7. Balance Sheet Components (in thousands)


	December 31, 2009			December 31, 2008
Prepaid expenses and other current assets:
Value added tax	$	468		$	555
Current deferred tax asset		150			312
Deferred contract costs		3,349			719
Other		2,424			3,042

	$	6,391		$	4,628

Property and equipment:
Computers and equipment	$	17,188		$	15,383
Software		3,718			2,845
Furniture and fixtures		2,416			1,768
Leasehold improvements		3,738			2,969

		27,060			22,965
Less: Accumulated depreciation and amortization		(18,763	)		(15,228	)
Add: Construction in progress		—			237

	$	8,297		$	7,974

Other assets:
Deposits	$	2,263		$	1,240
Deferred contract costs		—			958
Long-term deferred tax asset		532			258
Other		18			15

	$	2,813		$	2,471

Accrued liabilities (current and non-current):
Accrued payroll and related liabilities	$	10,357		$	11,251
Accrued professional fees		1,278			1,286
Accrued income taxes		2,213			1,799
Deferred rent		1,085			1,043
Other		5,306			3,383

	$	20,239		$	18,762

As of December 31, 2009 and 2008, accounts receivable included approximately $2.0 million and $0.3 million, respectively, of unbilled receivables.

F-21

Note 8. Marketable Debt Securities

The following is a summary of marketable debt securities as of December 31 (in thousands):


	2009
	Purchase/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	$	12,024	$	27	$	(7	)	$	12,044
Money market securities		7,907		—		—			7,907
Government securities		8,617		3		(6	)		8,614
Certificates of deposit		8,007		1		(12	)		7,996

Total short-term marketable debt securities		36,555		31		(25	)		36,561
Corporate debt securities		5,356		15		(14	)		5,357
Certificates of deposit		489		—		(1	)		488
Asset-backed securities		860		—		(469	)		391
Government securities		3,669		1		(4	)		3,666

Total long-term marketable debt securities		10,374		16		(488	)		9,902

Total marketable debt securities	$	46,929	$	47	$	(513	)	$	46,463


	2008
	Purchase/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Corporate debt securities	$	3,745	$	8	$	(5	)	$	3,748
Asset-backed securities		1,171		—		(316	)		855
Money market securities		896		2		—			898
Government securities		1,000		1		—			1,001
Certificates of deposit		1,266		—		—			1,266

Total short-term marketable debt securities		8,078		11		(321	)		7,768
Corporate debt securities		670		—		(7	)		663
Government securities		504		11		—			515

Total long-term marketable debt securities		1,174		11		(7	)		1,178

Total marketable debt securities	$	9,252	$	22	$	(328	)	$	8,946

As of December 31, 2009, we had two standby letters of credit aggregating approximately $0.7 million which were issued to landlords of our leased properties. We have pledged a deposit account containing approximately $0.7 million, which was included under short-term marketable debt securities, as collateral in respect of these standby letters of credit.

F-22

In accordance with the guidance as codified within ASC Subtopic 320-10-35 “Investments—Debt and Equity Securities—Subsequent Measurement,” the following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of December 31 (in thousands):


	2009
	Less than 12 months					12 months or More					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate debt securities	$	8,616	$	(21	)	$	—	$	—		$	8,616	$	(21	)
Government securities		8,030		(10	)		—		—			8,030		(10	)
Certificates of deposit		6,593		(13	)		—		—			6,593		(13	)
Asset-backed securities		—		—			391		(469	)		391		(469	)

Total	$	23,239	$	(44	)	$	391	$	(469	)	$	23,630	$	(513	)


	2008
	Less than 12 months					12 months or More					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate debt securities	$	2,793	$	(12	)	$	—	$	—		$	2,793	$	(12	)
Asset-backed securities		431		(137	)		424		(179	)		855		(316	)

Total	$	3,224	$	(149	)	$	424	$	(179	)	$	3,648	$	(328	)

Fair values were determined for each individual security in the investment portfolio, the declines in value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature.

Note 9. Goodwill

As of December 31, 2009, our goodwill balance related to (i) our acquisitions of Wink Communications, Inc., ACTV Inc., BettingCorp, CAM Systems and Ruzz, and (ii) our acquisition of noncontrolling interests upon the conversions of OpenTV, Inc. shares to OpenTV Corp. shares. As required by ASC 350, we have allocated goodwill to our reportable segments. Below is our goodwill reported by segment as of December 31, 2009 and 2008 (in thousands):


	2009		2008
Middleware solutions	$	79,820	$	79,390
Advertising solutions		15,910		15,860

Total	$	95,730	$	95,250

Changes in the carrying amount of goodwill during the years ended December 31, 2009 and 2008 were as follows (in thousands):


	2009		2008
Beginning balance	$	95,250	$	95,082
Conversion of OpenTV Inc. shares to OpenTV Corp. shares		302		2
Ruzz acquisition		178		166

Ending balance	$	95,730	$	95,250

F-23

Goodwill of approximately $3.6 million related to PlayJam was included in non-current assets of discontinued operations. As a result of a reassessment of the carrying value of the long-lived assets of our discontinued operations, in accordance with ASC 360 and ASC 350, during the year ended December 31, 2007, we recorded an impairment charge of $3.6 million representing the entire goodwill balance for our PlayJam business, which has been included in net loss from discontinued operations. In June 2009, we recorded approximately $0.2 million of additional goodwill related to contingent consideration earned by Ruzz TV upon achievement of a specified revenue target. Payment of the contingent consideration was made in September 2009.

Based on the results of our annual impairment test, which we perform in the fourth quarter, we determined that no impairment of goodwill for 2009, 2008, or 2007 existed, other than as noted above for PlayJam in 2007.

Noncontrolling stockholders of OpenTV, Inc., which is a subsidiary of ours that is not publicly traded, have the ability, under certain arrangements, to exchange their shares of OpenTV, Inc. for our Class A ordinary shares, generally on a one-for-one basis. As the shares are exchanged, they are accounted for at fair value. This accounting effectively provides that at each exchange date, the exchange is accounted for as a purchase by us of a noncontrolling interest in OpenTV, Inc., valued at the number of our Class A ordinary shares issued to effect the exchange multiplied by the market price of a Class A ordinary share on that date, as such price is reported on The NASDAQ Stock Market.

Note 10. Intangible Assets, Net

The components of intangible assets, excluding goodwill, were as follows (in thousands):


	Useful Life in Years	December 31, 2009							December 31, 2008
	Useful Life in Years	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Net Carrying Amount
Intangible assets:
Patents	5-13	$	14,102	$	(7,051	)	$	7,051	$	8,136
Contracts and relationships	5		1,000		(867	)		133		333
Trademarks	4		300		(300	)		—		50

		$	15,402	$	(8,218	)	$	7,184	$	8,519

The intangible assets are being amortized on a straight-line basis over their estimated useful lives. Aggregate amortization of intangible assets was $1.3 million, $3.3 million, and $5.9 million for the years ended December 31, 2009, 2008, and 2007, respectively. Of the aggregate amount, $1.1 million, $2.6 million, and $4.3 million were reported in cost of revenues (royalties and licenses) in the statement of operations for the years ended December 31, 2009, 2008, and 2007, respectively.

The future annual amortization expense is expected to be as follows (in thousands):


Year Ending December 31,	Amortization Expense
2010	$	1,218
2011		1,085
2012		1,085
2013		1,085
2014		1,085
2015		1,085
Thereafter		541

	$	7,184

F-24

During the fourth quarter of 2008, we determined that an impairment had occurred with respect to the value of one of the customer contracts assumed in connection with our acquisition of CAM Systems as the customer did not renew the contract upon its expiration on December 31, 2008. In accordance with the guidance as codified within ASC 360, we recorded a $0.8 million impairment charge for the unamortized balance of such intangible assets.

Note 11. Disposal of PlayMonteCarlo Channel Listing and Customer List

In October 2006, we signed an agreement to sell our betting and gaming channel listing on BSkyB in the United Kingdom and BettingCorp’s customer list for its fixed odds gaming business. The transaction closed in the fourth quarter of 2006. As part of the transaction, we received approximately $0.7 million (representing £360,000) after a 90-day post-closing transition period and could receive up to approximately an additional $2.3 million (representing £1,200,000) over a 24 month period, subject to, among other things, the achievement of specified revenue targets over that period. During the year ended December 31, 2007, we did not receive any of this additional amount. During the year ended December 31, 2008, we received approximately $1.2 million of this additional amount.

Note 12. Restructuring and Impairment Costs

We continuously monitor our organizational structure and associated operating expenses. Depending upon events and circumstances, actions may be taken to restructure the business. Restructuring activities could include terminating employees, abandoning excess leased space and incurring other exit costs. Restructuring costs are recorded in accordance with the guidance as codified within ASC 420 “Exit or Disposal Cost Obligations.” This guidance requires that a liability for the cost associated with an exit or disposal activity be recognized when the liability is incurred. Any resulting restructuring costs depend on numerous estimates made by us based on our knowledge of the activity being affected, the cost to exit existing commitments and fair value estimates. These estimates could differ from actual results. We monitor the initial estimates periodically and record an adjustment for any significant changes in estimates.

The following sets forth the activity relating to the restructuring activities for the years ended December 31, 2009, 2008, and 2007 (in thousands):


	Employee Severance and Benefits			Excess Facilities			Total
Balance, December 31, 2006	$	1,001		$	1,369		$	2,370
2007 provision, net of reversals		267			—			267
Cash payments		(610	)		(152	)		(762	)
Transfer from accrued liabilities		—			305			305

Balance, December 31, 2007		658			1,522			2,180
2008 provision, net of reversals		575			—			575
Cash payments		(1,219	)		(152	)		(1,371	)

Balance, December 31, 2008		14			1,370			1,384
2009 provision, net of reversals		135			—			135
Cash payments		(149	)		(89	)		(238	)

Balance, December 31, 2009	$	—		$	1,281		$	1,281

During the fourth quarter of 2007, we reduced our workforce by eight people in our United States and United Kingdom operations, resulting in a restructuring provision of $0.3 million for employee severance benefits.

During the second quarter of 2008, we reduced our workforce by 31 employees in the United States, Singapore and Israel, resulting in a restructuring provision of $0.6 million for employee severance benefits.

F-25

During the third quarter of 2009, we reduced our workforce by 19 employees in Israel, resulting in a restructuring provision of $0.2 million for employee severance benefits. As of December 31, 2009, we had paid such benefits in full. We also recorded approximately $19,000 of impairment costs for fixed assets that were directly associated with this exit activity.

The outstanding accrual for excess facilities relates to operating lease obligations that expire in 2016.

Note 13. Shareholders’ Equity

Authorized share capital

•

500,000,000 Class A ordinary shares

•

200,000,000 Class B ordinary shares

•

500,000,000 preference shares—none outstanding

Voting

The holders of our Class A ordinary shares and Class B ordinary shares are generally entitled to vote as a single class on all matters upon which holders of ordinary shares have a right to vote, subject to the requirements of any applicable laws. Each Class A ordinary share entitles its holder to one vote, and each Class B ordinary share entitles its holder to ten votes. Unless otherwise required by law, and so long as their rights are not adversely affected, the holders of Class A ordinary shares and Class B ordinary shares are entitled to vote on any amendment to our Articles of Association and Memorandum of Association that relates solely to the terms of one or more outstanding series of preference shares.

Dividends and Other Distributions

Subject to the preferential and other dividend rights of any outstanding series of preference shares, the holders of our Class A ordinary shares and Class B ordinary shares are entitled to equal dividends per share when and if declared by our board of directors, except that all dividends payable in ordinary shares will be paid in the form of Class A ordinary shares to holders of Class A ordinary shares and in the form of Class B ordinary shares to holders of Class B ordinary shares. Neither Class A ordinary shares nor Class B ordinary shares may be split, divided or combined unless the other class is proportionally split, divided or combined. In the event we are liquidated, the holders of our Class A ordinary shares and Class B ordinary shares will be treated equally on a per-share basis and will be entitled to receive all of our remaining assets following distribution of the preferential and/or other amounts to be distributed to the holders of our preference shares.

Merger

In the event of a merger, the holders of our Class A ordinary shares and Class B ordinary shares will be entitled to receive the same per-share consideration, if any, except that if such consideration includes voting securities (or the right to acquire voting securities or securities exchangeable for or convertible into voting securities), we may (but are not required to) provide for the holders of Class B ordinary shares to receive voting securities (or rights to acquire voting securities) entitling them to ten times the number of votes per share as the voting securities (or rights to acquire voting securities) being received by holders of Class A ordinary shares.

Conversion of Class B Ordinary Shares

Each of our Class B ordinary shares is convertible, at the option of the holder thereof, into Class A ordinary shares on a one-for-one basis.

F-26

In the event of a transaction where Class A ordinary shares are converted into or exchanged for one or more other securities, cash or other property (a “Class A Conversion Event”), a holder of Class B ordinary shares thereafter will be entitled to receive, upon the conversion of such Class B ordinary shares, the amount of such securities, cash and other property that such holder would have received if the conversion of such Class B ordinary shares had occurred immediately prior to the record date or effective date, as the case may be, of the Class A Conversion Event.

In January 2007, General Instrument Corporation, one of our shareholders, exercised its right to convert its 121,596 Class B ordinary shares into the same number of Class A ordinary shares. In June 2007, Liberty Media exercised its right to convert its 303,996 Class B ordinary shares into the same number of Class A ordinary shares. As a result of these conversions, Kudelski is the sole holder of our outstanding Class B ordinary shares.

Exchangeable Share Arrangements

Pursuant to our 2000 Exchange Plan the noncontrolling shareholders of OpenTV, Inc. have the ability to exchange their shares of OpenTV, Inc. for our Class A ordinary shares, generally on a one-for-one basis. As the noncontrolling shareholders are not responsible to fund the losses of OpenTV, Inc., we have recorded 100% of the loss in excess of the cost basis of the noncontrolling shareholders.

As the shares are exchanged, they are accounted for at fair value. Exchange rights granted under our 2000 Exchange Plan expire on the fifteenth anniversary of the date of grant.

Shares Reserved

As of December 31, 2009, the following Class A ordinary shares were reserved:


Issuable upon conversion of Class B Ordinary shares		30,206,154
Issuable upon exchange of shares (including 62,000 shares issuable upon exercise of outstanding options) of OpenTV, Inc. common stock under 2000 Exchange Plan		30,520
Stock options outstanding		4,697,728
Stock options reserved for future grant under 2005 Option Plan		2,163,319

Total		37,097,721

Agreements with General Instrument and Motorola

In November 2000, we entered into a series of definitive agreements with General Instrument Corporation and Motorola, Inc., which later acquired General Instrument Corporation, dedicated to accelerating interactive television deployments worldwide. One of the agreements provided for the establishment of a co-owned venture to provide integration and testing services for network operators. At December 31, 2009 and 2008, the carrying value of Motorola’s noncontrolling interest in the venture was $0.4 million.

Treasury shares

In the fourth quarter of 2008, we repurchased in open market transactions on The NASDAQ Global Market 1,355,624 Class A ordinary shares for approximately $1.5 million and held all such repurchased shares in treasury. On December 17, 2008, we cancelled 831,977 treasury shares. On January 13, 2009, we cancelled the remaining 523,647 treasury shares.

In December 2007, we repurchased in open market transactions on The NASDAQ Global Market 1,200,000 Class A ordinary shares for approximately $1.3 million and held all such repurchased shares in treasury. On December 28, 2007, we cancelled our entire balance of 1,276,327 treasury shares.

F-27

Note 14. Share-based Compensation Plans

Employee Stock Purchase Plan

We have an Amended and Restated 1999 Employee Stock Purchase Plan, or ESPP. Our board of directors suspended the ESPP in 2003, and no options or purchase rights are currently outstanding under the ESPP. In the event our board of directors elects to commence offering periods under our ESPP in the future, the number of Class A ordinary shares issuable under the ESPP will, pursuant to the terms of the ESPP, be reset at 500,000 each successive December 31 through calendar year 2008, in each case for issuances during the following year. The ESPP terminated on December 31, 2009.

Option Plans

Options are currently outstanding under the following plans: (i) the Amended and Restated OpenTV Corp. 1999 Share Option/Share Issuance Plan (1999 Plan); (ii) the OpenTV Corp. 2001 Nonstatutory Stock Option Plan (2001 Plan); (iii) the OpenTV Corp. 2003 Incentive Plan (2003 Plan); (iv) the OpenTV Corp. 2005 Incentive Plan (2005 Plan); and (v) option plans relating to outstanding options assumed in connection with the Spyglass merger (collectively, the Assumed Spyglass Plan). In addition, during the year ended December 31, 2009, options were outstanding under the following plans: (i) the Amended and Restated OpenTV, Inc. 1998 Option/Stock Issuance Plan (1998 Plan); and (ii) option plans relating to outstanding options assumed in connection with the ACTV merger (collectively, the Assumed ACTV Plan), but all such options were exercised or cancelled prior to December 31, 2009.

As a result of our shareholders’ approval of the 2005 Plan on November 10, 2005, no further awards will be granted under the 1999 Plan, 2001 Plan or 2003 Plan. The 1999 Plan, 2001 Plan and 2003 Plan remain in existence for the sole purpose of governing outstanding options issued thereunder until such time as such options expire or have been exercised or cancelled. Options issued under the 1999 Plan, 2001 Plan and 2003 Plan that are forfeited or cancelled are no longer available for future issuance.

On October 5, 2009, a subsidiary of Kudelski launched an unsolicited tender offer to purchase all of our outstanding Class A ordinary shares not owned by Kudelski or any of its affiliates for $1.55 per share. On November 25, 2009, Kudelski completed the tender offer. The completion of the tender offer was a change of control according to the terms of our option plans. As a result, all options outstanding under our option plans as of November 25, 2009 became fully vested on such date.

2005 Plan. During 2009 we issued options and restricted share awards under the 2005 Plan. The compensation and nominating committee of our board of directors administers the 2005 Plan. The compensation and nominating committee has the discretion to determine grant recipients, the number and exercise price of stock options, and the number of stock appreciation rights, share awards or share units issued under the 2005 Plan. The options may be incentive stock options or non-statutory stock options. Options under the 2005 Plan are granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and typically vest 25% after one year from the date of grant and 1/48th over each of the next 36 months. The term of the options generally is 10 years from the date of grant. Unexercised options generally expire 90 days after termination of employment and are then returned to the pool available for reissuance. A total of 7,955,896 Class A ordinary shares have been reserved for issuance under the 2005 Plan since its inception, and as of December 31, 2009, options to purchase 2,311,841 Class A ordinary shares were outstanding under the 2005 Plan, and 2,163,319 shares were available for future grant.

2003 Plan. Options that were issued under the 2003 Plan were generally granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and, for grants made through the end of 2004, vested 25% after two years from the date of grant and 25% yearly thereafter for the following three years. In 2005, we revised the vesting schedule to be consistent with the schedule generally applicable under the 1999

F-28

and 2001 Plans. The term of the options generally was 10 years from the date of grant. Unexercised options generally expire 90 days after termination of employment with us. A total of 5,000,000 Class A ordinary shares were reserved for issuance under the 2003 Plan. As of December 31, 2009, options to purchase 1,072,512 Class A ordinary shares were outstanding under the 2003 Plan.

2001 Plan. Options that were issued under the 2001 Plan were generally granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and vested 25% after one year from the date of grant and 1/48th over each of the next 36 months. The term of the options generally was 10 years from the date of grant. Unexercised options generally expire 90 days after termination of employment with us. A total of 500,000 Class A ordinary shares were reserved for issuance under the 2001 Plan, and as of December 31, 2009, options to purchase 134,784 Class A ordinary shares were outstanding under the 2001 Plan.

1999 Plan. Options that were issued under the 1999 Plan were generally granted at an exercise price equal to the fair market value of the underlying shares on the date of grant and vested 25% after one year from the date of grant and 1/48th over each of the next 36 months. The term of the options generally was 10 years from the date of grant. Unexercised options generally expire three months after termination of employment with us. A total of 8,980,000 Class A ordinary shares were reserved for issuance under the 1999 Plan, and as of December 31, 2009, options to purchase 1,143,311 Class A ordinary shares were outstanding under the 1999 Plan.

1998 Plan. Effective as of October 23, 1999, options to purchase 5,141,114 shares of Class A common stock of OpenTV, Inc. under the 1998 Plan were assigned to and assumed by us, and these options thereafter represented the right to purchase under the 1999 Plan an identical number of our Class A ordinary shares. The remainder of the options then outstanding under the 1998 Plan were not assigned to and assumed by us. OpenTV, Inc. no longer issues options from the 1998 Plan. The 1998 Plan remains in existence for the sole purpose of governing those remaining outstanding options until such time as such options expire or have been exercised or cancelled and the underlying shares have become transferable by the holders. Options or shares awarded under the 1998 Plan that are forfeited or cancelled will no longer be available for issuance. As of December 31, 2009, no options to purchase shares of OpenTV, Inc.’s Class A common stock were outstanding under the 1998 Plan.

Assumed Plans. Options outstanding under the Assumed Spyglass Plan were converted as a result of the Spyglass acquisition into options to purchase our Class A ordinary shares. As of December 31, 2009, options to purchase 35,280 Class A ordinary shares were outstanding under the Assumed Spyglass Plan.

Options outstanding under the Assumed ACTV Plan were converted as a result of the ACTV acquisition into options to purchase our Class A ordinary shares. As of December 31, 2009, no options to purchase Class A ordinary shares were outstanding under the Assumed ACTV Plan.

Options outstanding under the Assumed Spyglass Plan and Assumed ACTV Plan that are forfeited or cancelled will no longer be available for reissuance. No new options will be granted under either the Assumed Spyglass Plan or the Assumed ACTV Plan.

Restricted Shares Issued to Employees and Directors

In December 2007, we issued 1,211,250 restricted Class A ordinary shares under our 2005 Plan to employees in lieu of an annual stock option grant (2007 Restricted Shares). The 2007 Restricted Shares were restricted from sale or transfer and subject to forfeiture; restrictions lapsed as to 25% of such shares on the anniversary of the grant date with restrictions on the remaining shares lapsing in equal monthly installments over the remaining 36 months. In the event that an employee holding 2007 Restricted Shares was terminated, whether voluntarily or otherwise, then any 2007 Restricted Shares that had not vested as of the termination date were forfeited and cancelled. Our Chief Executive Officer has the right, in certain cases as set forth in his employment agreement, to accelerate lapsing of restrictions on a portion of his 2007 Restricted Shares, such as, for example, if

F-29

he is terminated without cause or resigns his employment for good reason. As of December 31, 2009, an aggregate of 215,340 of such 2007 Restricted Shares had been forfeited and cancelled as a result of employee terminations. In accordance with the 2005 Plan, such cancelled shares were returned to the pool available for reissuance.

In March 2008, we issued 100,000 restricted Class A ordinary shares under our 2005 Plan to our Executive Chairman. Such shares were restricted as to sale or transfer for a period of four years from the date of grant.

In November 2008, we issued 100,000 restricted Class A ordinary shares under our 2005 Plan to our Chief Executive Officer.

In March 2009, we issued 100,000 restricted Class A ordinary shares under our 2005 Plan to our Chief Executive Officer.

On October 5, 2009, a subsidiary of Kudelski launched an unsolicited tender offer to purchase all of our outstanding Class A ordinary shares not owned by Kudelski or any of its affiliates for $1.55 per share. On November 25, 2009, Kudelski completed the tender offer. The completion of the tender offer was a change of control according to the terms of our share-based compensation plans. As a result, restrictions as to all outstanding restricted shares issued under our share-based compensation plans as of November 25, 2009 lapsed on such date.

2007 Management Bonus and Equity Issuance Plan (2007 Plan)

In August 2007, our board of directors approved the adoption of the 2007 Plan. The 2007 Plan provided for:

•

2007 bonus awards for certain senior management and other key employees of OpenTV to be based upon achievement of our profitability targets;

•

the profitability targets to be based upon our cumulative net income measured over any four consecutive fiscal quarters during the period commencing April 1, 2007 and ending December 31, 2009 (Cumulative Net Income), where Cumulative Net Income is based on net income as publicly reported in our consolidated financial statements, subject to certain exclusions;

•

subject to achievement of the profitability targets, bonus awards to be comprised of a combination of a cash amount and a grant of restricted Class A ordinary shares (2007 Management Restricted Shares) issued pursuant to the 2005 Plan; and

•

the vesting of the 2007 Management Restricted Shares, and the right to receive the cash component of the 2007 Plan, in each case on a pro rata basis, in accordance with the following schedule:

•

62.5% upon OpenTV achieving Cumulative Net Income equal to or greater than zero,

•

12.5% upon OpenTV achieving Cumulative Net Income equal to or greater than $4,000,000, and

•

25% upon OpenTV achieving Cumulative Net Income equal to or greater than $6,000,000.

As defined by ASC 718, the 2007 Plan allows for both performance and service elements. Accordingly, once vesting is considered probable, we recognize expense on a straight-line basis over the remaining requisite service period. Final compensation cost is recognized only for awards that ultimately vest. As part of the 2007 Plan, 1,020,232 Class A ordinary shares were issued in August 2007 as 2007 Management Restricted Shares.

We recorded approximately $0.9 million and $0.3 million of share-based compensation expense related to achievement of performance targets during the years ended December 31, 2008 and 2007, respectively.

All of the profitability targets under the 2007 Plan were achieved in May 2008. At such time, restrictions as to an aggregate of 929,767 of the 2007 Management Restricted Shares lapsed. We withheld an aggregate of 332,258 shares to satisfy applicable withholding tax liabilities.

F-30

Impact of Share-based Compensation

On October 5, 2009, a subsidiary of Kudelski launched an unsolicited tender offer to purchase all of our outstanding Class A ordinary shares not owned by Kudelski or any of its affiliates for $1.55 per share. On November 25, 2009, Kudelski completed the tender offer. The completion of the tender offer was a change of control according to the terms of our share-based compensation plans. As a result, all incentive awards outstanding under our share-based compensation plans as of November 25, 2009 became fully vested as of such date.

The impact on our results of operations of recording share-based compensation was as follows (in thousands):


	Year Ended December 31,
	2009		2008		2007
Cost of revenues—services and other	$	631	$	485	$	517
Research and development		1,060		887		724
Sales and marketing		316		288		413
General and administrative		976		856		1,613

	$	2,983	$	2,516	$	3,267

Cash received from option exercises under all share-based compensation plans was approximately $0.2 million and $0.3 million for the years ended December 31, 2009 and 2007, respectively. Cash received from option exercises under all share-based compensation plans was not significant for the year ended December 31, 2008.

The tax benefit recognized in the statement of operations for share-based compensation costs was not significant for the years ended December 31, 2009 and 2008. For the year ended December 31, 2007, we recognized a tax benefit of $0.1 million in the statement of operations related to share-based compensation cost.

No share-based compensation costs were capitalized for the years ended December 31, 2009, 2008 and 2007.

On June 27, 2007, we repurchased 1,150,000 stock options for $0.2 million from James A. Chiddix, our former Chief Executive Officer, in connection with his resignation as Chief Executive Officer.

Valuation Assumptions

We calculated the fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for each respective period:


	Year Ended December 31,
	2009	2008	2007
Risk-free interest rates	1.38% - 2.79%	1.56% - 3.76%	3.60% - 5.10%
Average expected lives (months)	61	63	63
Dividend yield	—	—	—
Expected volatility	71%	62%	64% - 74%

Our computation of expected volatility for the years ended December 31, 2009, 2008, and 2007 was based on historical volatility of our share price. Our computation of expected life for the years ended December 31, 2009, 2008 and 2007 was determined based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and expectations of future employee behavior.

F-31

The interest rate for periods within the contractual life of the award is based on the similar United States Treasury yield curve in effect at the time of grant. While we believe that these assumptions are reasonable, actual experience may differ materially from these assumptions.

We calculated the fair value of restricted shares based on the closing price of our Class A ordinary shares on the date of grant as such price was quoted on The NASDAQ Stock Market.

Option Award Activity

The following table summarizes stock option activity under our equity incentive plans during the years ended December 31, 2009, 2008 and 2007:


	Number of Options Outstanding		Exercise Price	Weighted Average Exercise Price
Balance, December 31, 2006	9,680,385			$	5.04
Options granted	557,500		$1.03 - $ 2.72	$	2.02
Options exercised	(275,906	)	$0.33 - $ 2.29	$	1.10
Options forfeited	(1,494,220	)	$1.51 - $ 5.04	$	3.00
Options expired	(2,609,084	)	$1.51 - $54.25	$	6.31

Balance, December 31, 2007	5,858,675			$	4.89

Options granted	688,800		$1.04 - $ 1.97	$	1.34
Options exercised	(39,464	)	$0.33 - $ 1.05	$	0.44
Options forfeited	(341,164	)	$1.03 - $ 4.00	$	2.61
Options expired	(981,772	)	$0.33 - $54.25	$	3.67

Balance, December 31, 2008	5,185,075			$	4.84

Options granted	453,400

OPENTV CORP 10-K