Copyright ®

2010 Rovi

Corporation. Company Confidential.

Rovi

2011Analyst Day

Filed

by:

Rovi

Corporation

pursuant

to

Rule

425

under

the

Securities

Act

of

1933,

as

amended,

and

deemed

filed

pursuant

to

Rule

14d-2

under

the

Securities

Exchange

Act

of

1934,

as

amended

Subject

Company:

Sonic

Solutions

Commission

File

No.

000-23190

Copyright ®

2010 Rovi

Corporation.

Safe Harbor Statement

All

statements

contained

herein,

as

well

as

oral

statements

that

may

be

made

by

the

Company

or

by

officers,

directors

or

employees

of

the

Company

acting

on

the

Company’s

behalf,

that

are

not

statements

of

historical

fact,

including

but

not

limited

to

any

description

of

the

Company’s

or

its

management’s

future

plans,

objectives,

or

goals,

constitute

“forward-looking

statements”

and

are

made

pursuant

to

the

Safe-Harbour

provisions

of

the

Private

Securities Litigation Reform Act of 1995.

Such

forward-looking

statements

involve

known

and

unknown

risks,

uncertainties

and

other

factors

that

could

cause

the

actual

results

of

the

Company

to

be

materially

different

from

the

historical

results

and/or

from

any

future

results

or

outcomes

expressed

or

implied

by

such

forward-looking

statements.

Such

factors

include,

among

others,

the

Company’s

estimates

of

future

revenues,

earnings

and

growth

rates,

business

strategies,

the

Company’s

assumptions

and

estimates

relating

to

guide

advertising,

the

Company’

ability

to

pay

down

its

debt,

whether

markets

materialize

as

anticipated

and

customer

demand

for

the

Company’s

technologies

and

integrated

offerings.

Such

factors

also

include

the

expected

timetable

and

structure

of

the

transaction

between

the

Company

and

Sonic

Solutions,

the

transaction’s

anticipated

strategic

and

financial

benefits;

and

the

potential

impacts

of

the

transaction

on

both

the

Company’s

and

Sonic’s

organizations.

The

statements

made

by

the

Company

in

this

document

are

based

upon

current

expectations

and

are

subject

to

certain

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

described

in

the

forward-looking

statements.

These

risks

and

uncertainties

include

the

satisfaction

of

closing

conditions

for

the

acquisition,

including

clearance

under

the

Hart-Scott-Rodino

Antitrust

Improvements

Act

and

the

tender

of

a

majority

of

the

outstanding

shares

of

common

stock

of

Sonic

Solutions;

market

conditions;

the

effect

of

the

announcement

of

the

transaction

on

the

Company’s

and

Sonic’s

respective

businesses;

the

impact

of

any

failure

to

complete

the

exchange

offer

and

the

merger;

the

risk

that

the

Company

will

not

realize

the

anticipated

benefits

of

the

acquisition;

the

potential

inability

to

successfully

operate

or

integrate

Sonic’s

business

and

expand

product

offerings

as

a

result

thereof;

general

industry

and

economic

conditions;

and

other

factors

beyond

the

companies’

control.

Such

factors

are

further

addressed

in

the

Company’s

Report

on

Form

10-Q

for

the

period

ended

September

30,

2010

and

other

documents

as

are

filed

with

the

Securities

and

Exchange

Commission

from

time

to

time

(available

at

www.sec.gov).

The

Company

assumes

no

obligation,

except

as

required

by

law,

to

update

any

forward-looking

statements

in

order

to

reflect

events

or

circumstances

that

may

arise

after

the

date

of

this

presentation.

Page 2

Copyright ®

2010 Rovi

Corporation.

Additional Information

Additional Information and Where to Find It

The

exchange

offer

for

the

outstanding

common

stock

of

Sonic

Solutions

has

not

yet

commenced.

This

announcement

is

neither

an

offer

to

purchase

nor

a

solicitation

of

an

offer

to

sell

shares

of

Sonic

Solutions.

Sonic

Solutions

shareholders

are

urged

to

read

the

relevant

exchange

offer

documents

when

they

become

available

because

they

will

contain

important

information

that

shareholders

should

consider

before

making

any

decision

regarding

tendering

their

shares.

At

the

time

the

offer

is

commenced,

Rovi

will

file

exchange

offer

materials

with

the

U.S.

Securities

and

Exchange

Commission

and

Sonic

Solutions

will

file

a

Solicitation/Recommendation

Statement

with

respect

to

the

offer.

The

exchange

offer

materials

(including

a

Prospectus

and

certain

other

offer

documents)

and

the

Solicitation/Recommendation

Statement

will

contain

important

information,

which

should

be

read

carefully

before

any

decision

is

made

with

respect

to

the

exchange

offer.

The

Prospectus

and

certain

other

offer

documents,

as

well

as

the

Solicitation/Recommendation

Statement,

will

be

made

available

to

all

shareholders

of

Sonic

Solutions

at

no

expense

to

them.

The

exchange

offer

materials

and

the

Solicitation/Recommendation

Statement

will

be

made

available

for

free

at

the

Commission’s

web

site

at

www.sec.gov.

Free

copies

of

the

Offer

to

Purchase,

the

related

Letter

of

Transmittal

and

certain

other

offering

documents

will

be

made

available

by

Rovi

by

mail

to

Rovi

Corporation,

2830

De

La

Cruz

Blvd,

Santa

Clara,

CA

95050,

attention:

Investor

Relations,

and

free

copies

of

the

Solicitation/Recommendation

Statement

will

be

made

available

by

Sonic

Solutions

by

mail

to

Sonic

Solutions,

7250

Redwood

Blvd.,

Suite

300

Novato,

CA

94945,

attention:

Investor

Relations.

Interests of Certain Persons in the Offer and the Merger

Rovi

will

be,

and

certain

other

persons

may

be,

soliciting

Sonic

Solutions

shareholders

to

tender

their

shares

into

the

exchange

offer.

The

directors

and

executive

officers

of

Rovi

and

the

directors

and

executive

officers

of

Sonic

Solutions

may

be

deemed

to

be

participants

in

Rovi’s

solicitation

of

Sonic

Solutions’s

shareholders

to

tender

their

shares

into

the

exchange

offer.

Investors

and

shareholders

may

obtain

more

detailed

information

regarding

the

names,

affiliations

and

interests

of

the

directors

and

officers

of

Rovi

and

Sonic

Solutions

in

the

exchange

offer

by

reading

the

Prospectus

and

certain

other

offer

documents,

as

well

as

the

Solicitation/Recommendation

Statement,

when they become available.

Page 3

Copyright ®

2010 Rovi

Corporation.

Agenda

Time

Presentation

Speaker

12:00 pm

Lunch

12:30 pm

Business & Strategic

Update

Fred

Amoroso

-

President

and

CEO

1:00 pm

Markets & Products

Corey

Ferengul

-

EVP

Product

Management

&

Marketing

1:45 pm

Financials

James

Budge

–

CFO

2:15 pm

Q&A

2:30 pm

Wrap Up

Fred

Amoroso

-

President

and

CEO

Page 4

Copyright ®

2010 Rovi

Corporation.

Page 5

•

Who we were   

-

Copy

protection

licensed

to

studios,

games

publishers

&

hardware

vendors

-

License management and installation software sold to ISV’s and enterprises

•

Who we have become

-

A

leading

digital

media

technology

solutions

provider:

Products,

services,

metadata

&

patent

•

Major activities on our transformation

-

Acquired key digital media technology assets

-

Completed divestitures of non-core assets

-

Fully integrated all companies after transactions closed

Our Transformation

Mediabolic

acquisition;

yields Connected Platform

AMG

acquisition;

yields

metadata plus Media

Recognition technology

Gemstar-

TV Guide

acquisition

Sale

of

Software

&

Games Protection

businesses

Sale

of

TV

Guide

Magazine

Sale

of

TV

Guide

Network

&

TV

Guide Online

Sale

of

TVG

Network

1/1/07

12/31/08

9/30/08

3/31/08

12/31/07

9/30/07

6/30/07

3/31/07

Sale

of

eMeta

Muze

acquisition

3/31/09

Rovi

Rebranding

6/30/09

Exit

Guidework

s

JV

Sale

of

Norpak

Sonic

Acquisition

Announced

12/22/10

2/1/10

9/15/10

Introduction of

Rovi

Media

Cloud

1/5/11

Devices w/initial

TotalGuide

capability

begin to ship

Copyright ®

2010 Rovi

Corporation.

Page 6

Connect

•Connected Platform

•Software Update Service

Rovi

Products & Solutions

Rovi

products connect devices and connect consumers to the

entertainment they love.

Guide

•TotalGuide

for CE

•TotalGuide

for SP

•TV Guide OnScreen

•Guide +

Protect

•BD+ Blu

Ray protection

•RipGuard

•CopyBlock

•ACP (VOD & DVD)

Enhance

Data

Access

Search

Recommendations

Profile

Media

Recognition

Advertising

•Passport Guide

•Passport Guide DVR

•G-Guide

•i-Guide

Insight

TV

Data

Movie

Data

Music

Data

Games

Data

Book

Data

Copyright ®

2010 Rovi Corporation.

Entertainment Metadata

•

Data on more than:

3 million programs since 1954 from nearly 18,000 sources

2 million music album releases and 21 million tracks

460,000 movie titles

•

Entertainment Metadata is core to our solutions

Software + Metadata + IP = Compelling Offering

•

The stand alone data opportunity is growing

New interaction models, devices, and web locations all require entertainment metadata

Service provider and international opportunities are underpenetrated

•

Rovi well positioned

Accumulated Metadata portfolio is compelling, global & growing

Upgraded infrastructure to improve automation and flexibility

Page 7

Page 7

Copyright ®

2010 Rovi Corporation.

Page 8

Rovi metadata around the world

North America

Latin America

EMEA

APAC

16,000 sources of video content in North America, 660 European TV

channels, 450 Latin American TV channels, and 500 Asian TV channels

Movies from 160 countries

Music from 180 countries

Copyright ®

2010 Rovi Corporation.

Page 9

Backed by Strong Patent Portfolio

•

Over 4,700 patents & patent applications worldwide covering:

Display of and interaction with TV program schedule data

-

Basic Guidance Features

-

Digital Recording including embedded DVR & Network DVR

-

Online Guidance & Video Search

-

Cross-Platform Functionality

-

Interactive Advertising

Content Protection

•

Guidance patents are generally “platform agnostic”

Applicable to video guidance on STBs, TVs, DVRs, PCs, Blu-ray players, & mobile phones

•

Early priority dates & staggered expiration dates extending beyond 2028

•

Guidance Portfolio demonstrating healthy growth

Europe -

grown to over 950 patents (majority granted after 2001) & patent applications

APAC –

portfolio has grown by over 820 patents & patent applications since 1998

Includes Australia, China, Hong Kong, Japan, Singapore, South Korea, and Taiwan

Copyright ®

2010 Rovi Corporation.

Entertainment

10

Rovi Customer Highlights

Consumer

Electronics

Service

Providers

Retailers/

Portals

Page 10

Copyright ®

2010 Rovi

Corporation.

Fundamental Business Drivers

-

Digital & Connectivity Driving Growth

Digital Pay TV Subscribers Growing at 11% CAGR 2010-2012

Sources: DisplaySearch.

Sources: SNL Kagan, Screen Digest.

Page 11

DTV

Shipments

to

Grow

at

14%

CAGR;

Connected

TVs

to

Grow

from

15mm

to

104mm

0

50

100

150

200

250

300

350

400

450

500

2008

2009

2010

2011

2012

Total WW Digital Pay-TV Subs (TAM)

WW Analog Pay-TV Subs

Copyright ®

2010 Rovi

Corporation.

The Industry is Moving Fast

COULD THIS FINALLY BE

COULD THIS FINALLY BE

THE SEASON FOR WEB TV?

THE SEASON FOR WEB TV?

-USA Today

Microsoft in talks for new TV

service

-reuters

Amazon Web Services sees $500M revenues

-Venturebeat

Netflix Streaming Comes to

Sony Bravia

TVs, Blu-ray

-PC Magazine

Sears, Kmart Launch Movie

Download Service Via Sonic

-Cable360

Time Warner Cable to Test Cheaper TV

Package

-

New York Times

The 'Next Big Thing in TV' is Online from Cable Operators

-

Medicaster

All the changes result in continued consumer confusion

Can Google Be a

TV STAR?

-Multichannel news

Page 12

Copyright ®

2010 Rovi Corporation.

Trends Facing The Industry

•

Market Speed

-

The transformation is occurring faster than we expected

-

Connected devices usage increasing

•

Consumers spreading their entertainment dollars

-

Connected devices or Over The Top

-

Cable operators actively seeking “connected”

features

•

Advertising models still emerging

-

Future in video advertising to support premium content

•

Consumers demanding “mobility of experience”

-

Increasing mobility of their content enjoyment

•

New market entrants and new business models are being explored

•

Social media will shape how consumers interact with their

entertainment

Page 13

Copyright ®

2010 Rovi Corporation.

Shifts in Digital Entertainment Distribution

Current Service Providers

Broadening of the distribution channels expands the total

available market Rovi can target

Copyright ®

2010 Rovi

Corporation.

Increased Adoption of Connected Media

•

Connection of devices

-

Sony

–

expects

one

trillion

yen

in

sales

of

3D-related

products in the year ending March 2013

-

Connected TVs expected to grow to 69MM by 2012

(Source: DisplaySearch)

-

DLNA device types continue to grow with now over

7,000 devices certified (Source: DLNA)

•

Specialty UI’s from CE Manufacturers

-

Samsung, Sony, Panasonic, Vizio, etc…

•

Adoption of specialty devices & services

-

Apple TV and Roku

each reporting sales now exceed 1

million units (source:CNET

12/21/10)

•

Apple is a Rovi

IP licensee

-

Hulu

at 30M users with 260M content streams (source:

GigaOMs

NewTeeVee

Conference 11/10/10)

•

MSO’s

not being left behind

-

Comcast testing STB that does cable and internet

(source: Gizmodo

12/14/10)

-

Rovi

provides Data/IP for Over-the-Top (OTT) to

Comcast

Page 15

Source: InStat

10/2010

Digital Entertainment Update

Copyright ®

2010 Rovi

Corporation.

Industry Seeking The Road To Revenue

Page 16

•

Device sales

-

Added features increase adoption

•

Content

-

Revenue share on content sales

-

Charging “placement”

on UI

•

Advertising

-

Targeted advertising getting traction

-

According to Nielsen, the ads on Hulu

are 55% more effective than ads on

traditional media [in terms of recall].

This

allows them to charge more for their ads.

•

Increased services

-

TV Everywhere

Revenue

opportunities

exist

in

powering

these

experiences

from

the

UI

through

advertising

and

now

the

purchase

of

content

Copyright ®

2010 Rovi Corporation.

A New Digital Experience Is Coming

Integrated Content Discovery and Access

•

Power the user experience via TotalGuide

embedded UI

-

Enabling unified access to broadcast, OTT (UGC and

premium content,)  and personal media

•

Embedded middleware for content access and

sharing

Flexible Approach

•

Deliver a la carte services to power a home grown

user experience

-

Data, search, recommendations, etc…

•

Custom build UI for customers on top of our “web

services”

-

a.k.a. the Rovi Media Cloud

Power Advertising

•

Extend the advertising option beyond just a Rovi

powered UI, into any connected UI

•

New revenue source for manufacturers

Rovi’s Approach To Securing Business:

Page 17

Copyright ®

2010 Rovi

Corporation.

Sonic

•

Signed definitive agreement to acquire Sonic in a cash and stock

transaction

-

Announced December 22, 2010 and valued at ~$720M

-

55/45 -

cash/stock transaction with a close targeted in Q1

•

Employees:~1,000

•

Key products

-

RoxioNow

–

video delivery platform

•

Movie and TV library of over 10K titles

•

Power digital movie delivery for a number of leading companies including Blockbuster,

Best Buy, Sears/Kmart, Cineplex, Warner Bros., Dell and Lionsgate

•

Expected to power entertainment services on 30M connected devices by June 2011

-

DivX

codec,

DRM

and

certification

–

embedded

in

CE

devices

•

100M downloads per year of player software (500M total)

•

12M+ unique website visits/month

•

Technology residing on over 350M CE devices

Page 18

Copyright ®

2010 Rovi Corporation.

Expanding the Rovi Value Proposition

•

Expanded addressable marketplace

-

Rovi: Service providers, CE makers, content owners

-

Sonic: Retail partners, content owners, mobile carriers, consumers

•

Envision bringing each company’s products to each others targets

•

Expand solution offering for services capability to power digital

entertainment, growing the Media Cloud

-

Rovi: Content guidance, discovery, recommendations, meta data

-

Sonic: Premium content distribution (RoxioNow), retailer storefront management

•

RoxioNow customers, Blockbuster and Best Buy are already integrated with

TotalGuide

•

Envision expansion of Rovi services into the RoxioNow storefronts (data, search,

recommendations, advertising)

•

Expanded offerings for CE Manufacturers

-

Rovi: TotalGuide, content discovery

-

Sonic: streaming content delivery, decoding, protection solutions (DRM)

•

Expand offerings for Service Providers

-

Combination of TotalGuide for SP and RoxioNow

Page 19

Copyright ®

2010 Rovi Corporation.

Rovi Key to The Ecosystem

Page 20

Copyright ®

2010 Rovi Corporation.

Page 21

Page 21

Summary Investment Highlights

•

Compelling strategic combination of complementary solutions

-

Guidance + Connectivity + Metadata + Security

-

Independent purveyor of key pillars of Digital Media technology requirements

•

Strong competitive position

-

Proven and growing patent portfolio with long remaining life

-

Platform agnostic, highly extensible, addressing key growth areas

-

Proprietary metadata databases inform consumer amid sea of digital choices

-

Must-have technologies, essential to offering complete solutions

-

Integrated product offering

•

Broad customer footprint

•

Well positioned to address growth opportunity from digitization of content

-

Targeting 15-20% CAGR stand-alone growth long-term, 20-25% including Sonic

-

Long term growth drivers include new solutions for new markets, increased penetration & advertising

•

Attractive financial profile

-

High operating margins and low capex drive FCF growth

-

High percentage of royalty-based, recurring revenue streams

-

Responsible stewards of capital

•

Track record of debt repayment, accretive financings (inc. securities repurchases, hedging activities) & acquisitions

•

Experienced, proven team, with successful track record

Copyright ®

2010 Rovi Corporation. Company Confidential.

New Solutions

*

*

*

*

*

Copyright ®

2010 Rovi

Corporation.

Rovi

at CES

•

Key PR

-

Introducing the Rovi

Media Cloud

•

Set of Web services customers can use to build their own entertainment

applications.

•

Not limited to any single customer type, can span CE, Service providers,

application

developers

and

even

studios

and

retailers

looking

to

build

their

own experience

•

Several applications already built using these services

-

Samsung using Rovi

capability to power its MediaHub

-

New customer of Rovi

automotive solution: Denso

•

Inclusion of new features: voice recognition and automated playlisting

-

Trident supporting TotalGuide

in its DTV solution

•

Other key relationships

-

Rovi

web services powering tier 1 Japanese manufactures new UI

-

Partnering with Panasonic on custom TG implementation

-

New Rovi

application custom built for Vizio

-

Multiple consumers of the Rovi

Media Cloud, e.g., Match.com

Page 23

Copyright ®

2010 Rovi

Corporation.

Key New Offering: The Rovi

Media Cloud

Page 24

Media Cloud

Metadata

Search

Recommendations

Advertising

User/Device

Management

Copyright ®

2010 Rovi Corporation.

TotalGuide

Advanced media guide that enables

consumers to discover television,

broadband and personal content from one

user interface.

Can be used in connected living room

devices, such as Digital TVs, Blu-ray

players, media players and other set-top

boxes

Key Features

•Access to Over the Top content providers

•Advertising

•Data

•Recommendations

•Search

•Personalization

Extracting the web services that power TotalGuide to offer

customers stand alone access –

the Rovi Media Cloud

Copyright ®

2010 Rovi Corporation.

Rovi Media Cloud Services

Page 26

Rovi Media Cloud

Web services that enables customers to build

entertainment products on multiple platforms

and devices.

Can be used in any Internet connected

product, including Digital TVs, Blu-ray

players, media players and other set-top

boxes and mobile, PC, online and other

portable devices.

Services

•

Rovi Advertising Service

•

Rovi Data Service

•

Rovi Recommendations Service

•

Rovi Search Service

•

Rovi Management Services

•

Rovi Media Recognition Service

Copyright ®

2010 Rovi

Corporation.

TotalGuide

Services = Rovi

Media Cloud + More

TotalGuide

Advanced media guide that enables

consumers to discover television,

broadband and personal content from

one user interface.

Can be used in connected living room

devices,

such

as

Digital

TVs,

Blu-ray

players,

media

players

and

other

set-

top

boxes

Features

•

Advertising

•

Data

•

Recommendations

•

Search

•

Personalization

Rovi

Media Cloud

Web services that enables customers to

build entertainment products on multiple

platforms and devices.

Can be used in any Internet-connected

product, such as Digital TVs, Blu-ray

players, media players and other set-top

boxes and mobile, PC, online and other

portable devices.

Services

•

Rovi

Advertising Service

•

Rovi

Data Service

•

Rovi

Recommendations Service

•

Rovi

Search Service

•

Rovi

Management Services

•

Rovi

Media Recognition Service

Copyright ®

2010 Rovi Corporation.

TotalGuide + Media Cloud Go-To-Market

Page 28

1

Customer embeds

TotalGuide into their devices

2

Rovi builds custom UI for

customer using Media Cloud

and TotalGuide concepts

3

Customer incorporates Rovi

web services into their own UI

(e.g., Rovi supplied ads in

custom UI)

Revenue Model:

•

CE: Per unit fee and

advertising revenue share

•

Service Providers: Per

subscriber per month fee

and advertising revenue

share

Revenue Model:

•

CE: Per unit fee (or per

access fee),  advertising

revenue share, and

consulting

•

Service Providers: Per

subscriber per month fee,

advertising revenue share,

and consulting

Revenue Model:

•

CE: Service access fee,

advertising revenue share,

and consulting

•

Service Providers: Per

subscriber per month fee,

advertising revenue share,

and consulting

Copyright ®

2010 Rovi

Corporation.

Rovi

Media Cloud and TotalGuide

for

Service Providers

•

Targeting

initial

customers

signing

up

1

st

half

2011

•

Solution encompasses

-

TotalGuide

–

for advanced set top boxes

•

Targeting initial deployments late 2011

-

TotalGuide

lite

–

for older, non IP connected set top boxes

•

Targeting initial deployments late 2011

-

TotalGuide

xD

–

for iPad

•

Targeting initial deployments first half 2011

•

Rovi

Media Cloud also available for use in custom built user

interfaces and applications

•

Revenue model for all products based on per subscriber per month

and advertising revenue share

Page 29

Copyright ®

2010 Rovi

Corporation.

SP Roadmap 2010

30

Rovi

Rovi

Media Cloud

Media Cloud

PC

Tablet/

Phones

w/in MSO

Website

Portable

In the Home

Solution:

TotalGuide

“lite”

Solution:

TotalGuide

&

Rovi

Media Cloud

Solution:

TotalGuide

PC

(Personal Media Manager)

& Rovi

Media Cloud

Solution:

TotalGuide

xD

&

Rovi

Media Cloud

Solution:

Rovi

Remote Record &

Rovi

Media Cloud

TotalGuide

for Service Providers

PC

Tablet/

Phones

w/in MSO

Website

Primary Viewing

Room (AKA

advanced STB)

Secondary Room

(e.g., bedroom

AKA legacy STB)

Copyright ®

2010 Rovi Corporation.

Rovi and the Consumer

•

Reaching out to consumers

directly with entertainment

oriented applications

•

Generates awareness of

Rovi capability -

which

generates B2B demand

•

Demonstrates to the market

the “art of the possible”

•

Increased ad footprint

Page 31

Advertising

Update

*

*

*

*

Copyright ®

2010 Rovi Corporation.

Rovi Advertising Capability Today

•

EPG based advertising

•

Revenue-sharing arrangements with

MSO and CE partners

-

IPG ad rev share rights in place with

~145M EPGs WW

•

~70M EPG’s currently active with

EPG ads

-

~24M SP homes and ~46M CE

device homes WW

•

Rovi operates ad lifecycle

-

Ad engine (often EPGs)

-

Ad sales

-

Ad creation

-

Ad trafficking

-

Measurement

Page 33

Rovi Confidential

Copyright ®

2010 Rovi Corporation.

Page 34

Rovi Confidential

Rovi IPG Advertisers

Copyright ®

2010 Rovi Corporation.

Key Success Factors

•

Measurement

-

To prove the impact of our ad platform to advertisers

•

Rich, interactive ad experiences

-

To deliver an engaging consumer experience

-

To provide a powerful messaging platform for advertisers

•

New products & distribution

-

To lead the market in interactive TV ad capabilities

-

To influence more consumers

•

Expanded client base

-

To extend the business we do with TV and studio clients

-

To expand into more traditional ad segments (retail, auto, financial, etc.)

Page 35

Copyright ®

2010 Rovi Corporation.

Expanding Ad Footprint in 2011

•

Rovi Ad Network

-

Aggregate the EPG advertising footprint from Pay TV providers that do

not effectively sell it on their own

•

The Rovi Ad Platform (component of Rovi Media Cloud)

-

Enable Rovi supplied ads to be embedded into non-Rovi user interfaces

-

Both in SP and CE environments

-

Early wins with Tier 1 CE manufacturers

•

Rovi Guides deployed with advanced ad capability

-

Passport, TotalGuide CE and TotalGuide SP

Page 36

Copyright ®

2010 Rovi

Corporation. Company Confidential.

Financials

*

*

*

*

**

Copyright ®

2010 Rovi Corporation.

Page 38

•

On track to exceed initial 2010 APF estimates:

•

APF Preliminary revenue of $540mm, up 12% y/y

•

APF Preliminary EBITDA of $272.6mm (50.5% margin), up 25% y/y

•

APF Preliminary Net Income of $224.7mm, up 43% y/y

-

In addition to higher revenues, lower interest expense and tax rate

•

Q4 Preliminary Cash & Investments of $694mm, Debt of $594mm

•

Repaid remainder of $550mm term loan, repurchased $105mm of convert & $109mm of

stock

Adjusted Pro Forma (APF) Highlights

Preliminary 2010 Highlights

Revenue

EPS

Midpoint

Midpoint

Current (a/o 12/22/10)

$540

2.10

$       

Initial (a/o 12/10/09)

$515

1.90

$       

Variance vs. Initial

$25

0.20

$       

Copyright ®

2010 Rovi

Corporation.

Page 39

Page 39

Adjusted

Pro

Forma

Information

1,2

Notes:

1.

Blue

areas

equal

low

end

of

estimates,

which,

when

combined

with

grey

areas,

equals

high

end

of

estimates.

2.

2010 and 2011 figures are estimates.

3.

Convertible

debt

is

shown

at

par.

ASC

Topic

470

requires

the

liability

and

equity

component

to

be

separated.

Debt

has

been

grossed

up

to

reflect

the

equity

component

of

the

convertible

debt.

Adjusted Pro Forma Revenue ($ in millions)

Adjusted Pro Forma EPS

$0.45

$0.87

$1.52

$2.08

$2.35

$0.04

$0.20

$0.00

$0.30

$0.60

$0.90

$1.20

$1.50

$1.80

$2.10

$2.40

$2.70

$3.00

CY07

CY08

CY09

CY10 Est

CY11 Est

$392

$428

$480

$538

$585

$4

$30

$300

$350

$400

$450

$500

$550

$600

$650

CY07

CY08

CY09

CY10 Est

CY11 Est

Adjusted Pro Forma Capex

($ in millions)

$29

$14

$20

$14

$15

$2

$5

$0

$5

$10

$15

$20

$25

$30

CY07

CY08

CY09

CY10 Est

CY11 Est

$547

$307

$257

$257

$207

$240

$240

$240

$240

$240

$199

$163

$163

$135

$100

$100

$100

$460

$460

$460

$460

$0

$200

$400

$600

$800

$1,000

Q408

Q109

Q209

Q309

Q409

Q110

Q210

Q310

Q410

2040 Convertible

High Yield

2011 Convertible

Term Loan

Debt (ex. Leases) ($ in millions)

(3)

Copyright ®

2010 Rovi

Corporation.

Page 40

Page 40

(4)

GAAP basis pro forma to

Adjusted

Pro

Forma

Reconciliation

-

2007

Adjusted

Pro

Forma

Rovi

Corporation

Year ended December 31, 2007

(in thousands)

(1)

Eliminate discontinued Hawkeye product line

(2)

Eliminate non-cash interest expense such as the amortization of debt issuance costs and the

convertible note discount recorded under ASC 470-20 (formerly FSP APB 14-1)

(3)

Tax effect pro forma adjustments at 28%

(4)

Additional shares needed for dilutive calculation due to positive income from continuing operations

(2)

(3)

GAAP

Adjusted

Pro Forma

Adjustments

Pro Forma

Revenues

394,633

$           

$           (2,841)

$               391,792

Operating income

7,405

$               

$                   -  

$                         -

Equity-based compensation

              12,402

Transaction costs

                7,395

Restructuring and impairment charges

                4,546

Discontinued product line (Hawkeye)

                4,359

Non-recurring accrued expense reversal

            (10,700)

Amortization

              82,992

  Adjusted Pro Forma Operating Income

                  108,399

Interest (expense) income and other, net

               (49,113)

              13,557

                  (35,556)

Impairment loss on strategic investments

                 (5,000)

                5,000

                             -

  (Loss) income before income taxes

               (46,708)

            119,551

                     72,843

Income tax (benefit) expense

                 (7,609)

              34,055

                     26,446

  (Loss) income from continuing operations

$            (39,099)

              85,496

$                 46,397

Shares used in computing diluted net earnings per share

               101,135

                    783

                  101,918

Diluted (loss) income per share from continuing operations

$                  0.38

$                     0.45

(1)

Copyright ®

2010 Rovi

Corporation.

Page 41

Page 41

(2)

GAAP basis pro forma to

Adjusted

Pro

Forma

Reconciliation

-

2008

Adjusted

Pro

Forma

Rovi

Corporation

Year ended December 31, 2008

(in thousands)

(1)

Eliminate non-cash interest expense such as amortization of note issuance costs and the

convertible note discount recorded under ASC 470-20 (formerly FSP APB14-1)

(2)

Tax effect pro forma adjustments at 34% and eliminate discrete tax benefit of $11.5 million.

(1)

GAAP

Adjusted

Pro Forma

Adjustments

Pro Forma

Revenues

428,020

$         

$                 -    $       428,020

Operating income

70,952

$           

$                 -  

$                 -

Equity-based compensation

            14,573

Transaction costs

                 681

Transition and integration costs

              9,186

Insurance settlement

          (32,500)

Amortization

            82,258

  Adjusted Pro Forma Operating Income

          145,150

Interest (expense) income and other, net

             (45,049)

            14,126

           (30,923)

Gain on sale of strategic investments

                5,238

            (5,238)

                     -

  (Loss) income before income taxes

              31,141

            83,086

          114,227

Income tax (benefit) expense

             (14,248)

            39,378

            25,130

  (Loss) income from continuing operations

$           45,389

            43,708

$         89,097

Shares used in computing diluted net earnings per share

            101,646

                     -             101,646

Diluted (loss) income per share from continuing operations

$               0.44

$             0.87

Copyright ®

2010 Rovi

Corporation.

Page 42

Page 42

GAAP

Adjusted

Pro Forma (1)

Adjustments

Pro Forma

Revenues

480,450

$        

$                 -    $       480,450

Operating income

36,348

$          

$                 -  

$                 -

Equity-based compensation

            22,346

Transaction costs

                 617

Transition and integration costs

              1,657

Court awarded fees

              3,372

Restructuring and asset impairment charges

            53,619

Amortization

            81,934

  Adjusted Pro Forma Operating Income

          199,893

Interest (expense) income and other, net

            (40,876)

            17,037

          (23,839)

Loss on debt redemption

              (8,687)

              8,687

                     -

  (Loss) income before income taxes

            (13,215)

          189,269

          176,054

Income tax expense

                    801

            18,565

            19,366

  (Loss) income from continuing operations

$         (14,016)

          170,704

$       156,688

Shares used in computing diluted net earnings per share

            100,860

              1,254

          102,114

Diluted (loss) income per share from continuing operations

$             (0.14)

$             1.52

GAAP basis pro forma to

Adjusted

Pro

Forma

Reconciliation

-

2009

Adjusted

Pro

Forma

Rovi

Corporation

Year ended December 31, 2009

(in thousands)

(1)

GAAP Pro Forma information is necessary in 2009 to provide comparative operating results. GAAP Pro Forma

assumes $275 million of net proceeds from the sale of the Media Properties reduced the debt issued in conjunction

with acquiring Gemstar.   As such, GAAP Pro Forma includes  a $1.1 million reduction in interest expense and a $0.4

million reduction in tax benefit.

(2)

Eliminate non-cash interest expense such as amortization of note issuance costs and the convertible note discount

recorded under ASC 470-20 (formerly FSP APB14-1)

(3)

Utilization of net operating losses resulted in an adjusted pro forma tax rate of 11%

(4)

Adjusted to include dilutive potential common shares as adjustments to pro forma loss from continuing operations

resulted in Adjusted Pro Forma Net Income

(2)

(3)

(4)

Copyright ®

2010 Rovi

Corporation.

Page 43

CY09-CY11E Revenue Bridge

CE

$200

CE

$218

CE

$219

SP

$231

SP

$266

SP

$323

Other

$50

Other

$57

Other

$58

$18

$35

$7

$1

$58

$1

2009

APF Revenue

CE

SP

Other

2010

Revenue

CE

SP

Other

2011

Revenue

$480

$540

$600

9% growth

33% growth

14% growth

1% growth

22% growth

2% growth

Conversion of

analog-to-

digital and

international

penetration,

conversion of

patent to

product,

licensing TV

listings

metadata,

online/mobile

(TV-

Everywhere),

IPG

advertising

New products, e.g.,

Total Guide,

continued growth in

shipments of IPG

enabled devices

and Media

Recognition largely

offset by significant

declines in legacy

analog (VCR+, ACP)

•Growth in data

licensing driven by

new customers

and expansion in

EMEA

•Offset by reduced

DVD volumes

Note: 2010 and 2011 Adjusted Pro Forma revenue assumes midpoint of range. Sum of vertical revenue may not equal total revenue due to rounding.

New products, e.g.,

Media Recognition,

atop continued

growth in

shipments of IPG

enabled devices,

offset by significant

declines in legacy

analog (VCR+, ACP)

Conversion of

analog-to-

digital and

international

penetration,

conversion of

patent to

product,

licensing TV

listings

metadata,

online/mobile,

IPG

advertising

•Growth in data

licensing driven by

new customers

and annual price

increases

•Strong DVD

volumes for

Independent

studios and stable

MPAA business

Copyright ®

2010 Rovi

Corporation.

Page 44

Page 44

Business Models

•

Verticals

include

subscription/fixed

fee

license

options

as

well

as

variable

pricing

•

Service

Provider

–

primarily

license

operators

guidance

products

and/or

patents

-

Includes Digital Pay-TV operators & Online portals

-

Patent portfolio licenses (including IPG, DVR, interactive advertising, etc.)

-

Digital Pay-TV IPG licensees pay money/sub/month

-

Advertising -

revenue share basis

-

Some services fees for development and installation of IPGs

•

CE

–

license

to

products,

patents

and

services

-

IPG, Connected Platform, Media Recognition

-

Advertising -

revenue share basis

-

ACP (includes annual DVD license fees & set-top-box volume based royalties)

•

Other

-

Data licensing

•

Subscriber-based fees for data feeds through Service Providers

•

Term-based subscription fees for portals

-

Entertainment –

per disc copy protection royalties plus authoring fees for BD+

Primarily Royalty-Based Recurring Revenues

Copyright ®

2010 Rovi

Corporation.

Page 45

Page 45

Service Provider IPG Drivers

•

Growth will be driven by analog-to-digital conversion & international opportunities

-

Rovi

has licensed most NA Digital Pay-TV providers; growth should track industry

-

Of the ~128mm NA TVHHs, ~93mm are Digital Pay-TV (Source: SNL Kagan)

-

We believe our penetration will rise in a growing market

-

BSkyB,

Sky

Italia,

Portugal

Telecom,

UPC,

NDS,

CANAL

Plus,

Unitymedia

–

Key

European

deals

-

Of the 165mm Western European TVHHs, ~70mm are Digital Pay-TV (Source: SNL Kagan)

-

Rovi

European patents primarily apply to Western Europe

-

Asia, South America have even less Digital Pay-TV percentage share (Source: SNL Kagan)

-

Upgrades from patent to product licenses plus Interactive advertising lead to additional opportunity

International

IPG

Licensing

is

Emerging

While

Domestic

Growth

Continues

Sources: SNL Kagan, Screen Digest, Rovi.

Sources: SNL Kagan, Screen Digest.

While primary

market segments 

are slower

growing (North

America &

Europe),

European

penetration is low.

Asia and Latin

America are more

nascent and

include product

licensing

opportunities.

(10-12E)

Digital Pay-TV Subscribers

CAGR

North America

5%

Latin America

21%

EMEA

12%

APAC

14%

Copyright ®

2010 Rovi Corporation.

Page 46

Video Subs By Territory

Numbers in Millions

EMEA

APAC

US & Canada

Latin America

TV HHs

129

Pay TV HHs

Pay TV HHs

112

112

Analog Only HHs

19

Digital HHs

93

ROVI Subs

ROVI Subs

90

90

TV HHs

319

Pay TV HHs

Pay TV HHs

160

160

Analog Only HHs

50

Digital HHs

110

ROVI Subs

ROVI Subs

30

30

TV HHs

653

Pay TV HHs

Pay TV HHs

342

342

Analog Only HHs

199

Digital HHs

143

ROVI Subs

ROVI Subs

2

2

TV HHs

138

Pay TV HHs

Pay TV HHs

35

35

Analog Only HHs

19

Digital HHs

16

ROVI Subs

ROVI Subs

2

2

Approximately 124mm subscribers licensed worldwide

Sources: SNL Kagan and Screen Digest market data as of Q3:10. Rovi Subs are as of Q3:10.

Note: Rovi’s subscribers by geography may not equal total Rovi subscribers due to rounding.

Page 46

Copyright ®

2010 Rovi

Corporation.

Page 47

SP Growth Drivers

•

SP Product

-

Grow SP product revenue through

•

SARA to Passport conversions

•

Increase Data sales

•

Introduction

of

a

new

“TotalGuide-like”

UI

for

Passport

•

Digital expansion in LTAM

-

Introduce TotalGuide

for Service Provider

•

Increase demand from tier 1 customers for customized guide and web services

•

Increase demand from tier 2 & 3 customers for off the shelf, multi device, guide

-

Improve value through the introduction of TotalGuide

and via renewals

•

SP Licensing

-

Short-term growth drivers

•

Web and mobile

IP Licensing

•

Digital conversions

•

International penetration

-

Longer-term drivers (beyond 3 year plan)

•

Improve value at renewal

•

Drive new revenue from Comcast and Echostar

at expiration of current agreements

Copyright ®

2010 Rovi

Corporation.

Page 48

Page 48

CE IPG Opportunity

•

Total

Addressable

Market

(TAM)

=

total

number

of

DTVs

&

DVRs

shipped

-

Market research forecasts TV & DVR TAM unit volume CAGR of 16% from 2009 to 2012

•

Flat panel shipments to benefit from “2

room”

TV replacements, 3D, connectivity for Over-the-Top (OTT) applications, e.g., movie streaming

•

Share

of

Market

(SOM)

=

devices

shipped

with

Rovi

IPG

or

patent

license

•

Many DTVs

today do not include IPGs, creating opportunity for above trend growth

-

Connected TVs, which should increase IPG adoption, are projected

to grow from 15mm to 89mm (2009 to 2012):

•

North America -

OTT/movie download services are gaining broad support

•

International -

standards are emerging requiring connectivity

•

Additional opportunity with emergence of connected Blu-ray players & recorders

-

BD devices have the memory, processing power, and connectivity prerequisites for a rich IPG experience

•

Connected

TV

&

Blu-ray

device

growth

creates

opportunity

for

TotalGuide

revenue

in

2011

-

2011 growth to be driven primarily by end-market shipments of existing product & patent licensed platforms

CE

IPG

Growth

Driven

by

Increased

TAM

and

Penetration

Sources: In-Stat, DisplaySearch, Rovi.

Sources: Futuresource, DisplaySearch.

nd

Copyright ®

2010 Rovi Corporation.

Page 49

CE Growth Drivers & Assumptions

•

CE Product

-

CE Guides

•

TotalGuide off-the-shelf for sub tier 1 manufacturers

•

TotalGuide web services/RMC and data for tier 1 manufacturers

•

Increase in number of devices shipped & revenue per device

-

ACP & VCR+

•

VCR+ goes to $0 by 2011

•

Analog copy protection dropping to $15M by 2013

•

CE Licensing

-

IPG licensing. Growth driven by increased penetration and end market shipments

Copyright ®

2010 Rovi Corporation.

Page 50

•

Service provider –

~70% of subs currently covered by license agreements are contracted through 2013

-

48% of Q3:10 revenue was attributable to Service Providers

•

CE: As long as our IPG patents remain, we would expect to be able to continue licensing

•

Other: Data licensing stickiness primarily a function of our ability to maintain our database competitiveness

-

Over $130mm in acquisition capital (excluding TV listings) and Capex invested; monetized across verticals

Page 50

Page 50

Visibility is Largely a Function of Patent Duration

& Inclusion in Standards

Sources: Rovi. Data as of Q3:10.

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2010

2011

2012

2013

% of Current Subscribers Under Contract

% Subject to Renewal

% Under Contract

Copyright ®

2010 Rovi Corporation.

Page 51

Revenue Split to Resemble Prior Years

•

Expect total revenue quarterly skew to resemble prior years

•

Vertical quarterly revenue trends

-

CE –

ACP to weigh on first half results, new products to boost second half results

-

SP –

Expect linear sequential quarterly growth

-

Other –

Expect year-over-year gains each quarter

•

Any given quarter could be affected by large licensing transactions

Percent of Annual Revenue by Quarter

24%

24%

25%

27%

21%

22%

23%

24%

25%

26%

27%

28%

Q1

Q2

Q3

Q4

2008-2010 Avg.

2011 Forecast

Copyright ®

2010 Rovi

Corporation.

Key DD Findings & Variances to Sonic Plan

Page 52

Business Unit

Opportunity (industry problems

being  addressed by BU) &

Investment Highlights

Strengths

Challenges

Potential Synergies

Rovi’s

View

vs. Sonic’s

Internal

CY2011 Plan

RoxioNow

(RN)

•

High

growth

area

–

OTT

•

“Digital

Locker”

enables

consumer

choice

•

Tool for content providers to manage

rental

and

Electronic

Sell-Through

(EST)

•

Early leadership

position

•

Neutral third party

•

Flexible business terms

•

Workflow ubiquity –

sticky

•

Economics of small company

•

Economic assumptions in

analyst models could be

optimistic

•

Large walled garden

alternatives

•

Significant variability could

occur

•

Better guidance begets

more transactions, which

create more advertising,

all of which generate

demand for Rovi

solutions (a.k.a., the

Positive Feedback Loop)

•

Tighter integration of RN

into TG helps TG sales

•

Slightly Below

DivX

•

CE industry needs certification

authority to ensure playability, a role

that DivX

has begun to fill, which has

added value to its brand

•

MPEG standard does not guarantee

playability of high performance

features such as subtitling, multiple

video & audio tracks, & smooth trick-

play mode

•

Industry lacks independent but well-

resourced solution

•

Fragmented OTT video environment

•

High growth end

markets

•

Increasing penetration

•

Executing on shift away

from DVD, towards

emerging device categories

•

DivX

Ecosystem

(community,  brand, 

certification, tools,

support, installed base)

•

Visibility

•

Open standards

•

Large competitors

•

Lack premium content

•

Lack streaming DRM

•

Ability

to

monetize

DivX

TV

•

Feedback loop creates

potential for increased

demand for individual

components

•

Ability to boost

technology development

& IP

•

Ability to monetize

advertising potential

•

Premium content 

relationships through RN

& TotalGuide

•

Slightly

Above

Copyright ®

2010 Rovi

Corporation.

•

Financial Due Diligence (FDD) Process

•

DivX

and RoxioNow

•

Top-Down

-

used

TAM

analysis

to

determine

opportunity

•

Bottoms-up

penetration

forecast

-

performed

bottoms-up,

contract-level

revenue

build

•

“Booked”

all contracted and identified revenue opportunities

•

Used probability weighted pipeline including timing of deal signings

•

Assumed very little unnamed/unsigned (“Blue bird”) revenue opportunities

•

•

Result

Result

–

–

5

5

to

to

ten

ten

cents

cents

accretive

accretive

•

APF

EBT

accretion

-

~$20mm

of

APF

EBITDA

plus

$15mm

in

synergies

•

Deferred revenue purchase accounting adjustment (~$5mm-$10mm range)

•

Cost synergies annualizing at $32mm, but anticipate $15mm realizable in 2011

•

$3mm of depreciation, ~$8mm of interest expense

•

~6mm additional shares

•

Rovi

expects Term Loan to be EPS neutral after use of proceeds, which includes convert

repurchases

Sonic Financial Due Diligence Summary

Page 53

Copyright ®

2010 Rovi

Corporation.

•

Deal valued at announcement at $14.17/share ($764mm equity value/$720mm enterprise value)

•

38% premium to 30-day avg. Sonic closing price as of Dec. 21, 2010

•

Structure

–

55%

Cash,

45%

Stock

exchange

offer,

with

election

feature,

followed

by

a

back-end

merger

•

Mechanics of election feature

•

Each

Sonic

share

may

be

exchanged

for

$14

cash

or

0.2489

shares

of

Rovi

(stock

subject

to

proration

–

see

filings

for

details)

•

Exchange offer dynamics

•

If

the

initial

exchange

offer

and

related

actions

permitted

by

the

agreement

do

not

result

in

Rovi

owning

at

least

90

percent

of

the

outstanding

shares

of

Sonic

common

stock,

the

consideration

paid

to

Sonic

shareholders

in

the

second-step/back-end

merger

may

consist

entirely

of

Rovi

common

stock

at

an

exchange

ratio

of

0.2489

shares

of

Rovi

common

stock.

•

However,

we

have

no

plans

for

that

happening

because

we

may,

and

are

permitted

to:

•

Extend the exchange offer

•

Seek a permit from the CA Department of Corporations to use the same 55%/45% mix in the back-end merger

•

Close on 49.9% and do a long-form merger with the same 55%/45% mix in the back-end merger

•

But Sonic shares have traded at a premium to as-if-converted value

•

Thus, arbs

betting on getting all stock should consider the losses that may be incurred using this strategy

•

Background of merger (see upcoming filings for further details)

•

Sonic is the recently formed combination of Sonic and DivX

•

DivX

noted that it had performed a market check prior to the Sonic combination

•

Sonic

reported

that

it

performed

a

market

check

prior

to

signing

exclusivity

with

Rovi

•

Timing –

file TO week of Jan. 10, close initial tender offer week of Feb. 10th, close deal in Q1

•

Assumes successful exchange and satisfaction of other closing conditions (including anticipated HSR clearance)

•

HSR filing already made

Deal Update

Page 54

Copyright ®

2010 Rovi

Corporation.

Page 55

Page 55

Target Model –

Rovi

+ Sonic

Operating

Margin

Expansion

Derived

Through

Low

Variable

Costs

•

15-20% long-term revenue growth (standalone) driven by industry trends and new licenses

•

Sonic

to

add

to

growth

as

RoxioNow

accelerates

•

High

operating

margins

-

minimal

variable

costs,

non-capital

intensive

-

Low COGS –

patent defense & applications, data, & implementation services supporting launches (primarily IPG & CP)

-

Low recurring R&D requirement inherent in patent licensing model

-

But

making

sufficient

R&D

investments

to

drive

new

solutions,

e.g.,

TotalGuide

&

new

patent

development

-

Long technology lifecycles/high ROI

-

Patents generally last 20 years from filing

-

RoxioNow

to suppress margins due to gross revenue recognition and overall lower margin profile

-

But potential synergies could eventually return margins to Rovi-standalone levels

2008A

2009A

2010E

2011E

% of Revenue

Growth

% of Revenue

Growth

Revenue

100%

100%

100%

100%

100%

15-20%

100%

20-25%

Cost of Goods Sold

13%

13%

13%

12%

10%

20%

Gross Margin

87%

87%

87%

88%

90%

80%

R&D

19%

18%

16%

17%

13%

13%

SG&A

30%

24%

21%

20%

19%

19%

Depreciation

4%

4%

4%

4%

3%

3%

Total Opex

53%

45%

41%

41%

35%

35%

Operating Margin

34%

42%

46%

47%

55%

20-25%

45%

25-30%

Long-Term Targets

Adjusted Pro Forma

Rovi + Sonic

Rovi-Standalone

Long-Term Targets

Notes: Line items may not equal totals due to rounding.

Copyright ®

2010 Rovi Corporation.

Page 56

Page 56

Summary Investment Highlights

•

Compelling strategic combination of complementary solutions

-

Guidance + Connectivity + Metadata + Security

-

Independent purveyor of key pillars of Digital Media technology requirements

•

Strong competitive position

-

Proven and growing patent portfolio with long remaining life

-

Platform agnostic, highly extensible, addressing key growth areas

-

Proprietary metadata databases inform consumer amid sea of digital choices

-

Must-have technologies, essential to offering complete solutions

-

Integrated product offering

•

Broad customer footprint

•

Well positioned to address growth opportunity from digitization of content

-

Targeting 15-20% CAGR stand-alone growth long-term, 20-25% including Sonic

-

Long term growth drivers include new solutions for new markets, increased penetration & advertising

•

Attractive financial profile

-

High operating margins and low capex drive FCF growth

-

High percentage of royalty-based, recurring revenue streams

-

Responsible stewards of capital

•

Track record of debt repayment, accretive financings (inc. securities repurchases, hedging activities) & acquisitions

•

Experienced, proven team, with successful track record