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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended March 31, 2006

OR



| ̈ | 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: 000-49809



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INTERVIDEO, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3300070                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

46430 Fremont Blvd., Fremont, CA 94538

(Address of principal executive offices, Zip Code)

(510) 651-0888

(Registrants telephone number, including area
code)



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Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                      |  |                       
|------------------------ |  | -------------------- |  | ----------------------
|Large accelerated filer ̈ |  | Accelerated filer  x |  | Non-accelerated filer ̈

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

On April 28, 2006, the registrant had 13,954,246 shares of common stock outstanding, $0.001 par value per share.



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##### Table of Contents

INTERVIDEO, INC.

TABLE OF CONTENTS



|                              |  |                                                                                                                    |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ----
|                              |  |                                                                                                                    |  | Page
|PART I.
FINANCIAL INFORMATION |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Financial Statements:                                                                                              |  |     
|                              |  |                                                                                                                   
|                              |  | (a) Condensed Consolidated Balance Sheets at March 31, 2006 and December 31, 2005 (unaudited)                      |  | 3   
|                              |  |                                                                                                                   
|                              |  | (b) Condensed Consolidated Statements of Income for the three months ended March 31, 2006 and 2005 (unaudited)     |  | 4   
|                              |  |                                                                                                                   
|                              |  | (c) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2006 and 2005 (unaudited) |  | 5   
|                              |  |                                                                                                                   
|                              |  | (d) Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 6   
|                              |  |                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                              |  | 15  
|                              |  |                                                                                                                   
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                         |  | 21  
|                              |  |                                                                                                                   
|Item 4.                       |  | Controls and Procedures                                                                                            |  | 21  
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                  |  | 22  
|                              |  |                                                                                                                   
|Item 1A.                      |  | Risk Factors                                                                                                       |  | 22  
|                              |  |                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                           |  | 34  
|                              | 
|Signatures                    |  | 35                                                                                                                



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##### Table of Contents

INTERVIDEO, INC.

PART 1  FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)



|                                                                                                                        |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                        |  | March 31,2006 |         |   | December 31,2005 |  
|ASSETS                                                                                                                  |  |               |         |   |                  |   |         |  
|Current assets:                                                                                                         |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                               |  | $             | 35,363  |   |                  | $ | 31,169  |  
|Short-term investments                                                                                                  |  |               | 46,786  |   |                  |   | 43,988  |  
|Accounts receivable, net of allowance for doubtful accounts of $614 and $746, respectively                              |  |               | 9,066   |   |                  |   | 12,939  |  
|Deferred tax assets                                                                                                     |  |               | 1,035   |   |                  |   | 1,034   |  
|Prepaid expenses and other current assets                                                                               |  |               | 6,039   |   |                  |   | 6,470   |  
|Held for sale assets                                                                                                    |  |               | 19,611  |   |                  |   | 19,611  |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                    |  |               | 117,900 |   |                  |   | 115,211 |  
|Property and equipment, net                                                                                             |  |               | 3,177   |   |                  |   | 3,414   |  
|Goodwill                                                                                                                |  |               | 1,018   |   |                  |   | 1,018   |  
|Other purchased intangible assets                                                                                       |  |               | 6,806   |   |                  |   | 7,130   |  
|Deferred tax assets                                                                                                     |  |               | 3,965   |   |                  |   | 3,965   |  
|Other assets                                                                                                            |  |               | 3,390   |   |                  |   | 3,507   |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|Total assets                                                                                                            |  | $             | 136,256 |   |                  | $ | 134,245 |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|                                                                                                                        |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                    |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                                    |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                        |  | $             | 1,811   |   |                  | $ | 2,219   |  
|Accrued liabilities                                                                                                     |  |               | 24,051  |   |                  |   | 19,087  |  
|Income taxes payable                                                                                                    |  |               | 316     |   |                  |   | 1,566   |  
|Deferred revenue                                                                                                        |  |               | 4,060   |   |                  |   | 3,938   |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                               |  |               | 30,238  |   |                  |   | 26,810  |  
|Long term liabilities:                                                                                                  |  |               |         |   |                  |   |         |  
|                                                                                                                        |  |              
|Other long term liabilities                                                                                             |  |               | 889     |   |                  |   | 871     |  
|Minority interest                                                                                                       |  |               | 17,991  |   |                  |   | 19,832  |  
|Stockholders equity:                                                                                                   |  |               |         |   |                  |   |         |  
|Common stock, $0.001 par value:150,000 shares authorized; 13,942 and 13,850 shares issued and outstanding, respectively |  |               | 14      |   |                  |   | 14      |  
|Additional paid-in capital                                                                                              |  |               | 75,493  |   |                  |   | 74,121  |  
|Notes receivable from stockholders                                                                                      |  |               | (122    | ) |                  |   | (456    | )
|Accumulated other comprehensive income                                                                                  |  |               | 580     |   |                  |   | 2,965   |  
|Retained earnings                                                                                                       |  |               | 11,173  |   |                  |   | 10,088  |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                              |  |               | 87,138  |   |                  |   | 86,732  |  
|                                                                                                                        |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                              |  | $             | 136,256 |   |                  | $ | 134,245 |  
|                                                                                                                        |  |               |         |   |                  |   |         |  

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.



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INTERVIDEO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share amounts)



|                                                                   |  |                             |        |   |      |   |        |  
|------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                   |  | Three months endedMarch 31, |       
|                                                                   |  | 2006                        |        |   | 2005 |  
|Revenue                                                            |  | $                           | 31,322 |   |      | $ | 21,904 |  
|Cost of revenue                                                    |  |                             | 14,988 |   |      |   | 9,122  |  
|Amortization of intangible assets                                  |  |                             | 323    |   |      |   | 50     |  
|                                                                   |  |                             |        |   |      |   |        |  
|Gross profit                                                       |  |                             | 16,011 |   |      |   | 12,732 |  
|                                                                   |  |                            
|Operating expenses:                                                |  |                             |        |   |      |   |        |  
|Research and development                                           |  |                             | 6,632  |   |      |   | 3,024  |  
|Sales and marketing                                                |  |                             | 4,934  |   |      |   | 2,765  |  
|General and administrative                                         |  |                             | 5,581  |   |      |   | 2,901  |  
|                                                                   |  |                             |        |   |      |   |        |  
|Total operating expenses                                           |  |                             | 17,147 |   |      |   | 8,690  |  
|                                                                   |  |                             |        |   |      |   |        |  
|Income (loss) from operations                                      |  |                             | (1,136 | ) |      |   | 4,042  |  
|Other income, net                                                  |  |                             | 2,465  |   |      |   | 298    |  
|                                                                   |  |                             |        |   |      |   |        |  
|Income before income taxes                                         |  |                             | 1,329  |   |      |   | 4,340  |  
|Provision for income taxes                                         |  |                             | (613   | ) |      |   | (1,671 | )
|Minority interest                                                  |  |                             | 369    |   |      |   |       |  
|                                                                   |  |                             |        |   |      |   |        |  
|Net income                                                         |  | $                           | 1,085  |   |      | $ | 2,669  |  
|                                                                   |  |                             |        |   |      |   |        |  
|Net income per common share, basic                                 |  | $                           | 0.08   |   |      | $ | 0.19   |  
|                                                                   |  |                             |        |   |      |   |        |  
|Net income per common share, diluted                               |  | $                           | 0.07   |   |      | $ | 0.17   |  
|                                                                   |  |                             |        |   |      |   |        |  
|Number of shares used in net income per share calculation, basic   |  |                             | 13,897 |   |      |   | 13,791 |  
|                                                                   |  |                             |        |   |      |   |        |  
|Number of shares used in net income per share calculation, diluted |  |                             | 14,976 |   |      |   | 15,352 |  
|                                                                   |  |                             |        |   |      |   |        |  

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.



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INTERVIDEO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                  |  |                             |         |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                  |  | Three months endedMarch 31, |        
|                                                                                  |  | 2006                        |         |   | 2005 |  
|Cash flows from operating activities:                                             |  |                             |         |   |      |   |        |  
|Net income                                                                        |  | $                           | 1,085   |   |      | $ | 2,669  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |         |   |      |   |        |  
|Minority interest in net loss of subsidiary                                       |  |                             | (369    | ) |      |   |       |  
|Non cash currency adjustment                                                      |  |                             | (1,646  | ) |      |   |       |  
|Depreciation and amortization                                                     |  |                             | 821     |   |      |   | 376    |  
|Stock-based compensation                                                          |  |                             | 1,000   |   |      |   | 40     |  
|Excess tax benefits from stock-based compensation                                 |  |                             | (235    | ) |      |   |       |  
|Provision for doubtful accounts                                                   |  |                             | (123    | ) |      |   | (5     | )
|Loss from disposal of property and equipment                                      |  |                             | 71      |   |      |   |       |  
|Other non cash items                                                              |  |                             | (13     | ) |      |   | 78     |  
|Changes in operating assets and liabilities:                                      |  |                             |         |   |      |   |        |  
|Accounts receivable                                                               |  |                             | 4,071   |   |      |   | 662    |  
|Prepaid expenses and other current assets                                         |  |                             | (439    | ) |      |   | 264    |  
|Other assets                                                                      |  |                             | 86      |   |      |   | (1     | )
|Accounts payable                                                                  |  |                             | (437    | ) |      |   | 84     |  
|Deferred revenue                                                                  |  |                             | 206     |   |      |   | (904   | )
|Accrued liabilities and income taxes payable                                      |  |                             | 3,852   |   |      |   | 1,248  |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                             | 7,930   |   |      |   | 4,511  |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash flows from investing activities:                                             |  |                             |         |   |      |   |        |  
|Purchases of property and equipment                                               |  |                             | (246    | ) |      |   | (438   | )
|Purchases of short-term investments                                               |  |                             | (30,673 | ) |      |   | (6,190 | )
|Proceeds from maturities of short-term investments                                |  |                             | 28,175  |   |      |   | 13,324 |  
|Purchase of long-term investments                                                 |  |                             |        |   |      |   | (3,726 | )
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash provided by (used in) investing activities                               |  |                             | (2,744  | ) |      |   | 2,970  |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash flows from financing activities:                                             |  |                             |         |   |      |   |        |  
|Excess tax benefits from stock-based compensation                                 |  |                             | 235     |   |      |   |       |  
|Proceeds from issuance of common stock under stock option and purchase plans      |  |                             | 136     |   |      |   | 200    |  
|Proceeds from repayment of notes receivables                                      |  |                             | 338     |   |      |   | 71     |  
|Payment for repurchased stock of subsidiary                                       |  |                             | (1,737  | ) |      |   | (671   | )
|                                                                                  |  |                             |         |   |      |   |        |  
|Net cash used in financing activities                                             |  |                             | (1,028  | ) |      |   | (400   | )
|                                                                                  |  |                             |         |   |      |   |        |  
|Effect of change in exchange rates on cash and cash equivalents                   |  |                             | 36      |   |      |   | 17     |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Net increase in cash and cash equivalents                                         |  |                             | 4,194   |   |      |   | 7,098  |  
|Cash and cash equivalents, beginning of period                                    |  |                             | 31,169  |   |      |   | 27,410 |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                           | 35,363  |   |      | $ | 34,508 |  
|                                                                                  |  |                             |         |   |      |   |        |  
|Supplementary disclosure:                                                         |  |                             |         |   |      |   |        |  
|Income tax payments (receipts), net of refunds                                    |  | $                           | 1,442   |   |      | $ | (72    | )

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these
financial statements.



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##### Table of Contents

INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1. Organization and Business

InterVideo, Inc. (InterVideo or the Company) is a provider of multimedia software products. These products span the digital video cycle by allowing users to capture, edit, author, distribute,
burn and play digital video. The Company has operations in the United States, Taiwan, Japan, China and India. A substantial portion of the Companys revenue is derived from the sale of software licenses to OEMs, who install InterVideo software
onto PCs prior to delivery to customers. The Company also sells software through retail channels and directly to end users through our websites. In addition, the Company derives revenue from the license of its software to consumer electronics
(CE) manufacturers, manufacturers of PC peripherals and other software and internet companies that incorporate the Companys software into their own products for distribution. On April 20, 2005 the Company acquired a
controlling interest in Ulead Systems, Inc. (Ulead), which has business operations in Taiwan, Japan, Germany, the United States, China and the Philippines. The acquisition has expanded the Companys product line to include
PhotoImpact, VideoStudio, Ulead DVD MovieFactory, DVD Workshop and Media Studio Pro and has allowed the Company to expand its channel offerings with this broader range of products and through the combined marketing efforts of the two companies.

Note 2. Basis of presentation

The accompanying
condensed consolidated financial statements include the accounts of InterVideo and its majority and wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for
annual financial statements.

The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial
statements for the year ended December 31, 2005, and notes thereto, included in InterVideos 2005 Annual Report on Form 10-K. There have been no significant changes in new accounting pronouncements disclosed in our Form 10-K, as amended,
except for disclosures on the adoption of Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 123 (R),Share-Based Payment, as discussed in Note 3.

Certain reclassifications have been made to prior year balances in order to conform to the current period presentation. These reclassifications had no
impact on previously reported earnings or retained earnings.

Note 3. Use of estimates and summary of significant accounting policies

Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to make 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 revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and other applicable factors, and evaluates them on an on-going basis
to ensure they remain reasonable under current conditions. Actual results could differ materially from these estimates.

Stock-based compensation

On December 16, 2004, the Financial Accounting Standard Board (FASB) issued Statement No. 123 (revised 2004) (SFAS
No. 123R),Share Based Payment, which is a revision of SFAS No. 123,Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) No. 25,Accounting for Stock Issued to Employees. SFAS No. 123R requires companies to expense the fair value of employee stock options and similar awards, including purchases made under an Employee Stock Purchase Plan. SFAS
No. 123R applies to all outstanding and unvested share-based payment awards at adoption. On March 29, 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107 providing supplemental implementation guidance for SFAS
123R. We adopted the provisions of, and accounted for stock-based compensation in accordance with, SFAS No. 123R during the first quarter of fiscal 2006. We have applied the provisions of SAB 107 in our adoption of SFAS 123R.

Prior to the adoption of SFAS No. 123R, we accounted for stock-based compensation related to employee stock-based compensation plans using the intrinsic value
method prescribed by APB No. 25 as allowed under SFAS No. 123. Under the intrinsic value method, only minimal stock-based compensation in relation to employee stock options or employee stock purchase plan had been recognized in our results
of operations since the exercise price of the majority of options issued to employees and directors was equal to the fair market value of the underlying stock at the date of grant.

We elected the modified-prospective-transition method, under which prior periods are not revised for comparative purposes. Under the fair value recognition provisions of this statement, stock-based compensation cost
is measured at the grant date based on the fair value of the award and will be recognized over the requisite service period, which is generally the vesting period.

We use the Black-Scholes-Merton option pricing model to determine the fair value of stock options and employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an
option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, actual and projected employee
stock option exercise behaviors, risk-free interest rate and expected dividends. See Note 5 for further information regarding the SFAS No. 123R disclosures on assumptions.

The guidance in SFAS No. 123R and SAB No. 107 is relatively new. The application of these principles may be subject to further interpretation and refinement over time.

Note 4. Net income per share

Basic net income per common share is
calculated by dividing net income for the period by the weighted average common shares outstanding during the period, less shares subject to repurchase. Diluted net income per common share is calculated by dividing the net income for the period by
the weighted average common shares outstanding, adjusted for all potential common shares, which include shares issuable upon the exercise of outstanding common stock options, convertible preferred stock and other contingent issuances of common stock
to the extent these shares are dilutive.



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##### Table of Contents

INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common
share is as follows (in thousands, except per share amounts):



|                                                         |  |                             |        |      |   |        |  
|-------------------------------------------------------- |  | --------------------------- | ------ | ---- | - | ------ | -
|                                                         |  | Three Months endedMarch 31, |       
|                                                         |  | 2006                        |        | 2005 |  
|Numerator:                                               |  |                             |        |      |   |        |  
|Net income                                               |  | $                           | 1,085  |      | $ | 2,669  |  
|                                                         |  |                             |        |      |   |        |  
|Denominator:                                             |  |                             |        |      |   |        |  
|Basic:                                                   |  |                             |        |      |   |        |  
|Weighted average common shares outstanding               |  |                             | 13,897 |      |   | 13,799 |  
|Less: weighted average shares subject to repurchase      |  |                             |       |      |   | (8     | )
|                                                         |  |                             |        |      |   |        |  
|Denominator for basic calculation                        |  |                             | 13,897 |      |   | 13,791 |  
|                                                         |  |                             |        |      |   |        |  
|Net income per share - Basic                             |  | $                           | 0.08   |      | $ | 0.19   |  
|                                                         |  |                             |        |      |   |        |  
|Diluted:                                                 |  |                             |        |      |   |        |  
|Weighted average common shares outstanding               |  |                             | 13,897 |      |   | 13,799 |  
|Weighted average dilutive effect of common stock options |  |                             | 1,079  |      |   | 1,553  |  
|                                                         |  |                             |        |      |   |        |  
|Denominator for diluted calculation                      |  |                             | 14,976 |      |   | 15,352 |  
|                                                         |  |                             |        |      |   |        |  
|Net income per share  Diluted                           |  | $                           | 0.07   |      | $ | 0.17   |  
|                                                         |  |                             |        |      |   |        |  

The following are potential common shares not included in the denominator used in the dilutive net income per
share calculation, because to do so would be antidilutive for the periods presented (in thousands):



|                                               |  |                             |       |      |   |    
|---------------------------------------------- |  | --------------------------- | ----- | ---- | - | ---
|                                               |  | Three Months endedMarch 31,
|                                               |  | 2006                        |       | 2005
|Antidilutive options to purchase common shares |  | $                           | 1,617 |      | $ | 885
|                                               |  |                             |       |      |   |    



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 5. Stock-based compensation

2003 Stock Option Plan (the Plan)

During 1998, the
Company established the 1998 Stock Option Plan covering employees, consultants and directors of the Company. In connection with the Companys initial public offering in 2003, the Company adopted the 2003 Stock Plan. The Plan authorized the
grant of a total of 216,000 shares of common stock plus (a) any shares that have been reserved but not issued under the 1998 Stock Option Plan as of the effective date of the IPO and (b) any shares returned to the 1998 Stock Option Plan on
or after the effective date of the IPO as a result of termination of options In addition, the Plan provides for annual increases in the number of shares available for issuance on the first day of each fiscal year, beginning with the fiscal year
2004, equal to the lesser of (i) 5% of the Companys outstanding shares of common stock on the first day of the applicable fiscal year, (ii) 1,082,000 shares or (iii) another amount as the Board of Directors may determine.

The Plan provides for the granting of stock options to our employees, consultants and directors. Options granted under the Plan may be either incentive
stock options (ISO) or nonstatutory stock options (NSO). Options are generally granted at the market value of the common stock on the grant date. ISOs are granted to employees, generally vest over four years and expire in ten years. NSOs generally
expire in ten years and vest over four years or over schedules as determined by the Board of Directors. Stock options granted to a person owning more than 10% of the total combined voting power of all classes of stock of the Company must be granted
with exercise prices equal to at least 110% of the fair market value of the common stock on the day of grant and have a maximum term of five years from the date of grant.

2003 Employee Stock Purchase Plan (the ESPP)

The ESPP was initially adopted during 2002 and was
amended in January 2003. The Companys employees and employees of designated subsidiaries are eligible to participate in the ESPP if they are customarily employed for at least 20 hours per week and more than five months in any calendar year.
The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation which includes a participants base salary, bonuses and commissions. A participant may purchase a maximum of 5,000
shares during a six-month purchase period.

The ESPP has an overlapping 24-month offering period and includes four 6-month purchase periods. Purchases are
made twice a year, in the months of May and November. The ESPP permits participants to purchase common stock at 85% of the lower of the market value of common stock at the beginning of an offering period, or at the end of purchase period. If the
market value of common stock on the purchase date is less than the value at the beginning of the offering period, participants will be withdrawn from the current offering period and automatically re-enrolled for the following purchase in a new
offering period. Participants may end their participation at any time and will be refunded their payroll deduction to date. Subsequent to the period ended March 31, 2006, the Company modified the terms of the ESPP. See Note 12 for further
details.

A total of 216,000 shares of common stock were made available-for-sale under the ESPP. In addition, the ESPP provides for annual increases in the
number of shares available for issuance under the plan on the first day of each fiscal year, beginning with the fiscal year 2004, equal to the lesser of (i) 1.5% of the outstanding shares of InterVideos common stock on the first day of
the applicable fiscal year, (ii) 216,000 shares or (iii) another amount as the Board of Directors may determine.

The following table sets forth
the summary of option activity under our stock option program for the three months ended March 31, 2006 (in thousands, except per share data):



|                                   |  |                                    |   |  |                                |      
|---------------------------------- |  | ---------------------------------- | - |  | ------------------------------ | -----
|                                   |  | Three Months Ended, March 31, 2006
|                                   |  | Options                            |   |  | Weighted AverageExercise Price
|Outstanding at beginning of period |  | 2,991                              |   |  | $                              | 7.75 
|Granted                            |  | 23                                 |   |  |                                | 11.05
|Exercised                          |  | (93                                | ) |  |                                | 1.48 
|Canceled or expired                |  | (26                                | ) |  |                                | 13.67
|                                   |  |                                    |   |  |                                |      
|Outstanding at end of period       |  | 2,895                              |   |  | $                              | 7.93 
|                                   |  |                                    |   |  |                                |      

The total intrinsic value of options exercised for the three months ended March 31, 2006 was $868,000. The
aggregate intrinsic value of options exercisable and options outstanding as of March 31, 2006 was $9.8 million and $8.5 million, respectively. The intrinsic value is calculated as the difference between the market value as of March 31,
2006 and the weighted average of exercise price of the shares. The market value as of March 31, 2006 was $10.86 as reported by the Nasdaq National Market under the symbol IVII. The following table summarizes information about stock
options outstanding and exercisable as of March 31, 2006 (in thousands, except number of years and per share data):



|                         |  |                     |  |                                         |  |                              |       |                 |       |                              |   |      
|------------------------ |  | ------------------- |  | --------------------------------------- |  | ---------------------------- | ----- | --------------- | ----- | ---------------------------- | - | -----
|                         |  | Options Outstanding |  | Options Exercisable                    
|Range of Exercise Prices |  | Number ofOptions    |  | WeightedAverageRemainingContractualLife |  | WeightedAverageExercisePrice |       | NumberofOptions |       | WeightedAverageExercisePrice
|$0.09                    |  | 719                 |  | 2.96                                    |  | $                            | 0.09  |                 | 719   |                              | $ | 0.09 
|$0.46 to $0.51           |  | 130                 |  | 3.48                                    |  |                              | 0.50  |                 | 130   |                              |   | 0.50 
|$3.70 to $7.39           |  | 404                 |  | 4.98                                    |  |                              | 5.47  |                 | 404   |                              |   | 5.47 
|$9.24 to $12.00          |  | 680                 |  | 8.87                                    |  |                              | 10.31 |                 | 137   |                              |   | 11.12
|$12.20 to $14.61         |  | 883                 |  | 8.11                                    |  |                              | 13.94 |                 | 396   |                              |   | 13.96
|$15.50 to $16.99         |  | 79                  |  | 6.62                                    |  |                              | 16.36 |                 | 27    |                              |   | 16.95
|                         |  |                     |  |                                         |  |                              |       |                 |       |                              |   |      
|Total                    |  | 2,895               |  | 6.32                                    |  | $                            | 7.93  |                 | 1,813 |                              | $ | 5.43 
|                         |  |                     |  |                                         |  |                              |       |                 |       |                              |   |      

As of March 31, 2006, total unamortized stock-based compensation cost related to non-vested stock options was
$3.7 million which is expected to be recognized over the remaining vesting period of up to 48 months. Compensation costs for all stock-based awards granted on or prior to January 1, 2006 will continue to be recognized using the accelerated
approach, while compensation expense for all stock-based awards granted subsequent to January 1, 2006 will be recognized using the straight-line method.



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Total recognized tax benefit related to stock-based compensation expense is $160,000 and none for the three months
ended March 31, 2006 and 2005, respectively. The following table summarizes the impact of SFAS No. 123R adoption on stock-based compensation costs for employees on our Condensed Consolidated Statements of Operations for the three months
ended March 31, 2006 and 2005 (in thousands):



|                                        |  |                             |       |      |   |   
|--------------------------------------- |  | --------------------------- | ----- | ---- | - | --
|                                        |  | Three months endedMarch 31,
|                                        |  | 2006                        |       | 2005
|Cost of revenue                         |  | $                           | 1     |      | $ |  
|Research and development                |  |                             | 456   |      |   | 14
|Sales and marketing                     |  |                             | 163   |      |   | 14
|General and administrative              |  |                             | 380   |      |   | 12
|                                        |  |                             |       |      |   |   
|Total stock-based compensation expenses |  | $                           | 1,000 |      | $ | 40
|                                        |  |                             |       |      |   |   

Prior to the adoption of SFAS No. 123R in January 2006, we accounted for stock-based compensation related to
employee stock-based compensation plans using the intrinsic value method prescribed by APB No. 25 as allowed under SFAS No. 123. Under the intrinsic value method, minimal stock-based compensation expense for employee stock options had been
recognized in our results of operations in the prior period, because the exercise price of the stock options granted to employees and directors equaled the fair market value of the underlying stock at the date of grant. The following table
illustrates the pro forma effect on net income and net income per share had the Company applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation to employees for the three months ended March 31, 2005 (in
thousands, except per share amounts):



|                                                                                                                          |  |                             |       |                  |   |        |  
|------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | ---------------- | - | ------ | -
|                                                                                                                          |  | Three Months EndedMarch 31, |      
|                                                                                                                          |  | 2006 underSFAS 123R         |       | 2005 underAPB 25 |  
|Net income, as reported                                                                                                   |  | $                           | 1,085 |                  | $ | 2,669  |  
|Add: Stock-based compensation expense for employees previously determined under intrinsic value method, net of tax effect |  |                             |      |                  |   | 40     |  
|Less: Stock-based compensation expense for employees determined under fair value based method, net of tax effect          |  |                             |      |                  |   | (1,206 | )
|Net income, after effect of stock-based compensation for employees                                                        |  | $                           | 1,085 |                  | $ | 1,503  |  
|                                                                                                                          |  |                             |       |                  |   |        |  
|Net income per share:                                                                                                     |  |                             |       |                  |   |        |  
|Basic  as reported for prior period                                                                                      |  |                             |      |                  | $ | 0.19   |  
|Basic  after effect of stock-based compensation for employees                                                            |  | $                           | 0.08  |                  | $ | 0.11   |  
|                                                                                                                          |  |                             |       |                  |   |        |  
|Diluted  as reported for prior period                                                                                    |  |                             |      |                  | $ | 0.17   |  
|Diluted  after effect of stock-based compensation for employees                                                          |  | $                           | 0.07  |                  | $ | 0.10   |  
|                                                                                                                          |  |                             |       |                  |   |        |  

The weighted average fair value of options granted to employees for the three months ended March 31, 2006 and
2005 is summarized in the following table, and was estimated with the following assumptions:



|                                                            |  |                             |           |   |      |   |         |  
|----------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | ------- | -
|                                                            |  | Three months endedMarch 31, |          
|                                                            |  | 2006                        |           |   | 2005 |  
|Weighted average fair value of options granted to employees |  | $                           | 4.96      |   |      | $ | 9.28    |  
|                                                            |  |                            
|Black-Scholes-Merton model assumptions:                     |  |                             |           |   |      |   |         |  
|Risk-free interest rate                                     |  |                             | 4.48      | % |      |   | 3.61    | %
|Expected life of the option                                 |  |                             | 4.9 years |   |      |   | 4 years |  
|Dividend yield                                              |  |                             | 0         | % |      |   | 0       | %
|Volatility                                                  |  |                             | 45        | % |      |   | 80.0    | %

We estimate the volatility of our common stock by using historical volatility of the Company and the volatilities
of five other publicly-traded companies in similar industries to project future trends. Management determined that a blended volatility considering other publicly-traded companies with longer trading history as well as in similar industries is more
reflective of market conditions and a better indicator of expected volatility than using purely historical volatility. Prior to fiscal year 2006, we based the volatility assumption solely on the volatility of other companies in the same industry.
The comparative company group may change from year to year due to acquisitions, mergers and other significant events. We will continue to monitor relevant factors used to measure expected volatility for future option grants on a quarterly basis.

The risk-free interest rates are derived from schedules published by the U.S. Federal Reserve appropriate for the term of our stock options.

The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. We derived the expected
term assumption based on our historical settlement experience, while giving consideration to options that have life cycles less than the contractual terms and vesting schedules in accordance with guidance in SFAS No. 123R and SAB 107. In
prior periods, we estimated that the vesting term approximated the expected term.



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



The stock-based compensation expense recognized in our results for the three months ended March 31, 2006 is
based on awards ultimately expected to vest. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. Our forfeiture analysis study produced an annual forfeiture
assumption of 14%. Prior to fiscal year 2006, we accounted for forfeitures as they occurred.

Note 6. Other income, net of expense

Other income, net of expense consists of the following (in thousands):



|                                  |  |                             |       |      |   |     |  
|--------------------------------- |  | --------------------------- | ----- | ---- | - | --- | -
|                                  |  | Three months endedMarch 31, |      
|                                  |  | 2006                        |       | 2005 |  
|Interest income, net              |  | $                           | 300   |      | $ | 311 |  
|Investment gain (loss)            |  |                             | 365   |      |   | (87 | )
|Foreign currency translation gain |  |                             | 1,586 |      |   | 35  |  
|Other                             |  |                             | 214   |      |   | 39  |  
|                                  |  |                             |       |      |   |     |  
|Other income, net                 |  | $                           | 2,465 |      | $ | 298 |  
|                                  |  |                             |       |      |   |     |  

Note 7. Income taxes

The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the
enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain.

For the period ended March 31, 2006, the Company calculated its projected effective tax rate for the year ending December 31, 2006 to be 46%. This rate differs from the statutory federal rate of 35%
primarily due to state taxes, net of federal benefit, differences between federal and foreign tax rates, foreign withholding taxes and tax effect of stock-based compensation expense resulted from the adoption of SFAS No. 123R.

Note 8. Other Comprehensive income

Comprehensive income is the total
of net income and all other non-owner changes in stockholders equity. The Companys components of other comprehensive income are foreign currency translation adjustments and unrealized gain or loss on available-for-sale investments. Such
amounts are excluded from net income and are reported in accumulated other comprehensive income in the accompanying condensed consolidated financial statements.

The components of comprehensive income were as follows (in thousands):



|                                     |  |                                               |     |                             |   |        |                                      |  |   |        |  
|------------------------------------ |  | --------------------------------------------- | --- | --------------------------- | - | ------ | ------------------------------------ |  | - | ------ | -
|                                     |  | Unrealized GaininAvailable-for-SaleSecurities |     | Foreign CurrencyTranslation |   |        | Accumulated OtherComprehensiveIncome | 
|Balance as of December 31, 2005      |  | $                                             | 328 |                             | $ | 2,637  |                                      |  | $ | 2,965  |  
|Net change during three month period |  |                                               | 56  |                             |   | (2,441 | )                                    |  |   | (2,385 | )
|                                     |  |                                               |     |                             |   |        |                                      |  |   |        |  
|Balance as of March 31, 2006         |  | $                                             | 384 |                             | $ | 196    |                                      |  | $ | 580    |  
|                                     |  |                                               |     |                             |   |        |                                      |  |   |        |  



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 9. Balance Sheet Components

Short-term investments

Short-term investments consist of (in thousands):



|                                |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|------------------------------- |  | ----------------------- | ------ | -------------------- | - | ----------------------- |  | - | -------------------------- | - |  | - | ------
|                                |  | As of March 31, 2006   
|                                |  | Amortizedcost           |        | Grossunrealizedgains |   | Gross unrealized losses |  |   | Estimated fair marketvalue
|Available-for-sale securities:  |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|U.S. government debt securities |  | $                       | 2,001  |                      | $ |                        |  | $ | (16                        | ) |  | $ | 1,985 
|State and municipal notes/bonds |  |                         | 6,864  |                      |   |                        |  |   | (30                        | ) |  |   | 6,834 
|Auction rate securities         |  |                         | 21,900 |                      |   |                        |  |   |                           |   |  |   | 21,900
|Mutual fund securities          |  |                         | 14,179 |                      |   |                        |  |   | (12                        | ) |  |   | 14,167
|Corporate securities            |  |                         | 498    |                      |   | 1,402                   |  |   |                           |   |  |   | 1,900 
|                                |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|Total short-term investments    |  | $                       | 45,442 |                      | $ | 1,402                   |  | $ | (58                        | ) |  | $ | 46,786
|                                |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|                                | 
|                                |  | As of December 31, 2005
|                                |  | Amortizedcost           |        | Grossunrealizedgains |   | Gross unrealized losses |  |   | Estimated fairmarket value
|Available-for-sale securities:  |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|U.S. government debt securities |  | $                       | 4,001  |                      | $ |                        |  | $ | (20                        | ) |  | $ | 3,981 
|State and municipal notes/bonds |  |                         | 5,829  |                      |   |                        |  |   | (16                        | ) |  |   | 5,813 
|Auction rate securities         |  |                         | 16,850 |                      |   |                        |  |   |                           |   |  |   | 16,850
|Mutual fund securities          |  |                         | 15,549 |                      |   | 29                      |  |   |                           |   |  |   | 15,578
|Corporate securities            |  |                         | 508    |                      |   | 1,258                   |  |   |                           |   |  |   | 1,766 
|                                |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       
|Total short-term investments    |  | $                       | 42,737 |                      | $ | 1,287                   |  | $ | (36                        | ) |  | $ | 43,988
|                                |  |                         |        |                      |   |                         |  |   |                            |   |  |   |       

The available-for-sale securities at March 31, 2006 have contractual maturities ranging from 2006 to 2008.

Held for sale assets

As of March 31,
2006, $19.6 million of land and building is classified as held for sale assets since it met the criteria of FASB SFAS No. 144,Accounting for the Impairment or Disposal of Long-lived Assets. The land and building are owned by Ulead. Its
board of directors has resolved to dispose of the land and building and has been actively pursuing a buyer to sell the asset. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. The sale
is expected to take place within one year.



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Other purchased intangible assets, net

Other purchased intangible assets, net, consist of the following (in thousands):



|                                             |  |               |        |   |                  |   |       |  
|-------------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ----- | -
|                                             |  | March 31,2006 |        |   | December 31,2005 |  
|Purchased development technology             |  | $             | 3,839  |   |                  | $ | 3,839 |  
|Customer contracts and related relationships |  |               | 2,043  |   |                  |   | 2,043 |  
|Trade name                                   |  |               | 2,145  |   |                  |   | 2,145 |  
|Less: Accumulated amortization               |  |               | (1,221 | ) |                  |   | (897  | )
|                                             |  |               |        |   |                  |   |       |  
|Total other purchased intangible assets      |  | $             | 6,806  |   |                  | $ | 7,130 |  
|                                             |  |               |        |   |                  |   |       |  

Other identifiable intangible assets, including purchased developed technology, customer base and trademarks, are
being amortized over their useful lives of five to six years; customer contracts and related relationships are being amortized over their estimated useful lives of eight years; and trade name is being amortized over their estimated useful lives of
six years.

Accrued liabilities

Accrued
liabilities consist of the following (in thousands):



|                                                 |  |               |        |                  |   |       
|------------------------------------------------ |  | ------------- | ------ | ---------------- | - | ------
|                                                 |  | March 31,2006 |        | December 31,2005
|Payroll and related benefits                     |  | $             | 3,003  |                  | $ | 4,125 
|Royalties                                        |  |               | 13,756 |                  |   | 7,967 
|Legal, audit and other consulting fees           |  |               | 2,204  |                  |   | 2,330 
|Value-added tax, sales and other withholding tax |  |               | 1,314  |                  |   | 1,245 
|Accrued reserve for sales returns                |  |               | 1,336  |                  |   | 1,094 
|Other                                            |  |               | 2,438  |                  |   | 2,326 
|                                                 |  |               |        |                  |   |       
|Total accrued liabilities                        |  | $             | 24,051 |                  | $ | 19,087
|                                                 |  |               |        |                  |   |       

Note 10. Segment and Geographic Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in
deciding how to allocate resources and in assessing performance. The Companys chief operating decision maker is the chief executive officer of the Company.

The Company has one operating segment: multimedia software. The Company sells its products primarily through OEMs and to end users through the Companys websites and through retail channels. Sales of licenses to the Companys
software occur in three geographic locations, namely the United States, Europe and Asia. International revenues are based on the country in which the customer is located.



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



The following is a summary of revenue by sales channel and geographic region (in thousands):



|                               |  |                             |        |      |   |       
|------------------------------ |  | --------------------------- | ------ | ---- | - | ------
|                               |  | Three months endedMarch 31,
|                               |  | 2006                        |        | 2005
|Revenues by Sales Channel:     |  |                             |        |      |   |       
|OEMs                           |  | $                           | 24,797 |      | $ | 18,724
|Web sales and retail           |  |                             | 6,525  |      |   | 3,180 
|                               |  |                             |        |      |   |       
|Total revenue                  |  | $                           | 31,322 |      | $ | 21,904
|                               |  |                             |        |      |   |       
|Revenues by Geographic Region: |  |                             |        |      |   |       
|United States                  |  | $                           | 16,889 |      | $ | 12,841
|Europe                         |  |                             | 2,409  |      |   | 1,841 
|Asia:                          |  |                             |        |      |   |       
|Japan                          |  |                             | 9,366  |      |   | 6,302 
|Other Asia                     |  |                             | 2,658  |      |   | 920   
|                               |  |                             |        |      |   |       
|Total revenue                  |  | $                           | 31,322 |      | $ | 21,904
|                               |  |                             |        |      |   |       
|Revenues by Product:           |  |                             |        |      |   |       
|WinDVD                         |  | $                           | 13,430 |      | $ | 13,793
|Royalty                        |  |                             | 4,109  |      |   |      
|Other products                 |  |                             | 13,783 |      |   | 8,111 
|                               |  |                             |        |      |   |       
|Total revenue                  |  | $                           | 31,322 |      | $ | 21,904
|                               |  |                             |        |      |   |       

The following individual customers accounted for greater than 10% of revenue in any of the periods presented:



|              |  |                             |   |  |      |  
|------------- |  | --------------------------- | - |  | ---- | -
|              |  | Three months endedMarch 31, |  
|              |  | 2006                        |   |  | 2005 |  
|Revenue from: |  |                             |   |  |      |  
|Customer A    |  | 26                          | % |  | 36   | %
|Customer B    |  | 12                          | % |  | 12   | %
|Customer C    |  | 14                          | % |  |     |  

Customers with accounts receivable balances that were individually greater than 10% of total accounts receivable,
before allowances for doubtful accounts, at any of the periods presented were:



|                         |  |               |   |  |                  |  
|------------------------ |  | ------------- | - |  | ---------------- | -
|                         |  | March 31,2006 |   |  | December 31,2005 |  
|Account receivable from: |  |               |   |  |                  |  
|Customer A               |  | 25            | % |  |                 |  
|Customer C               |  |              |   |  | 29               | %

The following is a summary of tangible long-lived assets by geographic region (in thousands):



|                                 |  |               |       |                  |   |      
|-------------------------------- |  | ------------- | ----- | ---------------- | - | -----
|                                 |  | March 31,2006 |       | December 31,2005
|Tangible long-lived assets:      |  |               |       |                  |   |      
|United States                    |  | $             | 824   |                  | $ | 945  
|Europe                           |  |               | 250   |                  |   | 16   
|Asia:                            |  |               |       |                  |   |      
|India                            |  |               | 30    |                  |   | 18   
|Japan                            |  |               | 357   |                  |   | 377  
|China                            |  |               | 453   |                  |   | 453  
|Taiwan                           |  |               | 1,263 |                  |   | 1,605
|                                 |  |               |       |                  |   |      
|Total tangible long-lived assets |  |               | 3,177 |                  | $ | 3,414
|                                 |  |               |       |                  |   |      



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INTERVIDEO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 11. Contingencies

In the normal course of business, the Company is involved in various legal claims, actions and complaints, including matters involving patent infringement and other intellectual property claims and various other risks. It is not possible to
predict with certainty whether or not the Company will ultimately be successful in any of these legal matters, or if not, what the impact might be. InterVideos license agreements may contain warranties of non-infringement and commitments to
indemnify our customers against liability arising from infringement of third-party intellectual property rights. Such indemnification provisions are accounted for in accordance with SFAS No. 5. To date, claims under such indemnification
provisions have not been significant.

Note 12. Subsequent events

On April 27, 2006, the Compensation Committee of the Board of Directors approved the amendment of the ESPP. The Company modified the ESPP from an overlapping 24-month offering period which includes four 6-month
purchase periods to a 6-month offering period. The new offering period will start on the first trading day on or after May 15 and November 15 of each year. The first offering period, however, will commence on May 1, 2006 and continue
through November 15, 2006. In addition, under the amended plan, employees are not allowed to change the payroll percentage contribution to the ESPP during an offering period except to decrease the contribution to zero.

In April 2006, Ulead signed a contract to acquire the assets of a Taiwanese company for approximately $3 million dollars. The acquired assets include customers
contracts, software, patents, tangible assets, intellectual property and the related accounts receivable and payable.



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INTERVIDEO, INC.

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

The following
Managements Discussion and Analysis of Financial Condition and Results of Operation, as well as information contained in Risk Factors under Part II, Item 1A. and elsewhere in this Quarterly Report on Form 10-Q, contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are not guarantees of future performance and involve
risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. These risks, uncertainties and other factors include, among others, those identified under
Risk Factors. Forward-looking statements are generally written in the future tense and/or are preceded by words such as will, may, should, could, expect, suggest,
believe, anticipate, intend, plan, or other similar words. Forward-looking statements contained in this Quarterly Report include, among others, statements regarding (1) the impact on our business,
operations and financial conditions of the integration of our majority owned subsidiary, Ulead Systems, Inc., (2) research and development expenses, (3) sales and marketing expenses, (4) other operating and capital expenditures,
(5) anticipated growth of operations, personnel and infrastructure and acceleration of product innovation, (6) gross profit, (7) the sufficiency of our capital resources, (8 ) revenue trends and future sources of revenue,
(9) growth, decline and seasonality of revenue, (10) deferrals of revenue, (11) interest income, (12) competition and competitive pressures, (13) general market and economic outlook, (14) product sales and prices,
(15) disclosure and internal controls, (16) settlement of intellectual property claims, (17) stock- based compensation expenses, (18) general and administrative expenses, (19) the utility of certain products,
(20) certain customer concentration trends and changes in the composition of our customer mix, (21) the revenue growth expected to result from our agreements with Microsoft, Inc. (22) Sarbanes-Oxley compliance costs, and
(23) higher legal costs associated with enforcement of our intellectual property rights. The Company disclaims any obligation to update information in any forward-looking statement.

Overview

The following MD&A is intended to help the reader
understand the results of operations and financial condition of InterVideo. This MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements.

Founded in 1998, InterVideo is a provider of DVD software, video editing and DVD burning software, television viewing and recording software and
InterVideo InstantOn software. We have developed a technology platform from which we have created a broad suite of integrated multimedia software products. These products span the digital video cycle by allowing users to capture, edit, author,
distribute, burn and play digital video. We sell our products to PC OEMs, CE manufacturers and PC peripherals manufacturers worldwide. We have business operations in the United States, Taiwan, Japan, China, India, Germany and the Philippines. We
derive a substantial portion of our revenue from the sale of software licenses to OEMs, which install our software onto PCs prior to delivery to customers. In addition, we derive revenue from the license of our software to CE manufacturers and
manufacturers of PC peripherals that incorporate our software into their own products for distribution. We also sell our software through retail channels and directly to end users through our websites.

Historically, sales of our WinDVD product, a software DVD player for PCs, to PC OEMs have accounted for a substantial portion of our revenue. We derived 43% of our
revenue for the three months ended March 31, 2006 from sales of our WinDVD product, primarily to PC OEMs, as compared to 63% of our revenue for the same period ended March 31, 2005. We expect that revenue from sales of our WinDVD product
to PC OEMs will continue to account for a substantial portion of our revenue. However, in the future, we expect to derive an increasing percentage of our revenue from sales of other products, including royalties related to Microsoft Xbox sales,
WinDVD Creator, InterVideo InstantON, InterVideo Home Theater, InterVideo DVD Copy, MediaOne and Linux-based versions of our DVD and DVR software designed for Linux-based PCs and CE devices, products sold through our retail and web-based sales
channels as well as Ulead product offerings including DVD MovieFactory, VideoStudio and PhotoImpact.

Our software is generally bundled with products sold
by PC OEMs. Our PC OEM customers include, among others, Hewlett-Packard, Toshiba, Microsoft, NEC, Softbank Commerce, Fujitsu, Fujitsu Siemens, Sony, Element 5 and IBM/Lenovo. Due to a concentration in the PC OEM industry, we derive a substantial
portion of our revenue from a small number of customers. For the three months ended March 31, 2006, our three largest customers accounted for 52% of our revenue, with Hewlett-Packard accounting for 26%, Microsoft accounting for 14% and Toshiba
accounting for 12% of our revenue. We expect that a small number of customers will continue to account for a substantial portion of our revenue for the foreseeable future, although the identity of those customers may change from period to period.
Because there are only a limited number of potential new, large PC OEM customers for our WinDVD product, we must derive any future revenue growth principally from increased unit sales of WinDVD or other products to existing PC OEMs, CE
manufacturers, PC peripherals manufacturers, smaller PC OEMs and to consumers through retail channels and our websites. Because some of these other revenue opportunities are more fragmented than the PC OEM market and will require more time and
effort to penetrate, our revenue may decline or grow at a slower rate than in prior periods.

Historically, prices for our products have declined because
of competition from other software providers, competition in the PC industry and diminishing margins experienced by PC OEMs as a result of decreased selling prices and periodic declines in unit sales. Accordingly, we have reduced the prices we
charge PC OEMs for our WinDVD, WinDVD Creator and other products, and expect such price reductions will continue in the future. As a matter of policy, we evaluate such price reductions on a continual basis and, in certain circumstances, may
determine it would not be in the best interests of the Company to reduce prices below a certain level. We may decide not to lower our product prices, even if a loss of revenue would result. As a result of declining prices, it may be more difficult
for us to increase or maintain our revenue levels and price declines may cause a decline in our gross profits even if our WinDVD and other product unit sales increase.

Users may also purchase products through our websites and we also continue to expand our retail channels. For the three months ended March 31, 2006, we derived 21% of our revenue from web and retail sales as
compared to 15% of our revenue for the same period ended March 31, 2005. To increase our web and retail sales in the future, we intend to increase investments in associated selling and marketing programs. The gross profits associated with our
products sold through our websites are generally higher than those associated with our OEM sales. Accordingly, fluctuations in our web and retail revenue as a percentage of total revenue will impact our gross profits.

We derive and expect to continue to derive a significant portion of our revenue from sales outside of the United States. Sales outside of the United States accounted for
46% of our revenue for the three months ended March 31, 2006 as compared to 41% of our revenue for the same period ended March 31, 2005. Currently, most of our international sales are denominated in U.S. dollars. Therefore, a strengthening
dollar could make our products less competitive in foreign markets. Our current distribution agreements shift foreign exchange risk to our foreign distributors. In the future, an increasing portion of our international revenue may be denominated in
foreign currencies and we may use derivative instruments to hedge foreign exchange risk.

Our financial condition and results of operations are likely to
be affected by seasonality in the future. Historically, PC OEMs have experienced their highest volume of sales during the year-end holiday season. Because we generally recognize revenue associated with the sale of our products to our OEMs
customers in the month or quarter following the sales of our products to these OEMs customers, we expect this seasonality to have a positive effect on our revenue and operating income in the first quarter of each calendar year and a negative
effect on our revenue and operating income in the second quarter of that year. While our recent acquisition of a controlling interest in Ulead has impacted this trend because a substantial portion of Ulead revenues are derived from web and retail
sales which are typically recognized in the period in which they occur and, thus, generally experience more sales during the year-end holiday season, we do not expect Uleads seasonality to materially changed the overall seasonality of our
consolidated results.



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Critical Accounting Policies, Significant Judgments, and Estimates

We base the discussions and analysis of our financial condition and results of operations upon our consolidated financial statements, which we prepare in accordance with
United States generally accepted accounting principles. In preparing these financial statements, we must make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent
assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experiences and various other assumptions we believe are reasonable under the circumstances. Our actual results may differ from these estimates.

The accounting policies that most frequently require us to make estimates and judgments, and therefore are critical to understanding the results of our operations
are:



| |  |  | revenue recognition;
| | - |  | --------------------



| |  |  | accounting for income taxes; and
| | - |  | --------------------------------



| |  |  | stock-based compensation.
| | - |  | -------------------------

Revenue recognition

Our revenue is primarily derived from fees received under software licenses granted to PC OEMs, CE manufacturers, PC peripherals manufacturers, retail distributors,
retail customers and directly to end users or businesses. We recognize revenue generated from these sales in accordance with Statement of Position (SOP) 97-2,Software Revenue Recognition, and SOP 98-9,Modification of SOP
97-2, Software Revenue Recognition, With Respect to Certain Transactions, under which revenue is recognized when:



| |  |  | evidence of an arrangement exists;
| | - |  | ----------------------------------



| |  |  | delivery of the software has occurred;
| | - |  | --------------------------------------



| |  |  | the fee is fixed or determinable; and
| | - |  | -------------------------------------



| |  |  | collectibility is probable.
| | - |  | ---------------------------

Determining whether or not some of these
criteria have been satisfied often involves assumptions and judgments that can have a significant impact on the timing and amount of revenue we report. Typically, under the terms of our license agreements with our OEM customers, they are entitled
only to unspecified upgrades on a when and if available basis, prior to sale into the OEMs sales channel partners or prior to being sold through to the OEMs end customers. Under the terms of our revenue recognition policy, we recognize
revenue based on evidence of products sold by the OEMs to end customers or to the OEMs sales channel partners. We do not typically provide upgrades or post contract support (PCS) to the OEMs customers or sales channel
partners and, thus do not defer revenue on these arrangements. Under certain agreements where the OEM is granted PCS for a period greater than one year, including unspecified upgrades, revenue is recognized ratably over the shorter of the
contractual PCS period or estimated life of the product.

Under the terms of the OEM license agreements, each OEM qualifies our software on their hardware
and software configurations. Once our software has been qualified, the OEM begins shipping products and reports net sales to us, at which point we record revenue. Most OEMs pay a license fee based on the number of copies of licensed software
included in the products sold to their customers. These OEMs pay fees on a per-unit basis, and we record associated revenue when we receive notification of the OEMs sales of the licensed software to an end customer or sales channel partner.
The terms of the license agreements generally require the OEMs to notify us of sales of our products within 30 to 45 days after the end of the month or quarter in which the sales occur. As a result, we generally recognize revenue in the month or
quarter following the sales of the software to these OEMs customers.

End-user sales are made directly through our websites and third party websites.
We generally do not offer specified upgrade rights to any class of customer, and there are no unspecified upgrade rights associated with end-user sales. We recognize revenue from sales through these websites upon delivery of product and the receipt
of payment by means of an authorized credit card. End users who purchase our software from our websites have limited rights of return for products for up to 14 days which we currently reserve for based upon historical return percentages.

We sell our products to retailers and distributors either on a consignment or non-consignment basis. For consignment product shipments, in general, the distributor
does not take ownership of the product at the point in time when we ship product to the distributor. When the distributor sells the consignment-based product to a retailer or an end customer, ownership of the product is transferred from us to the
retailer or end customer. The distributor reports those sales to us and we invoice the distributor. For non-consignment product shipments, the distributor takes ownership of the product at the point in time when we ship the product to the
distributor and we invoice the distributor upon such shipment. Since we do not have contractually obligated minimum orders or payment terms with our distributors, we do not recognize revenue for retail product distribution prior to invoicing.
Certain distributors and retailers have limited rights to return products that were purchased within six months. These distributors have no rights to product upgrades. We generally recognize revenue, net of contractually obligated return rights and
any additional required rebate or pricing reserves, upon completion of shipment to these distributors and retailers. Other distributors and retailers, primarily in the United States and Europe, have unlimited rights of return. We generally recognize
revenue upon receipt of evidence that the distributors and retailers have sold our products through to end users, less any required rebate or net of returns. Certain distributors and retailers of Ulead, primarily in Japan, have unlimited rights of
return. Revenue from these customers is recognized net of allowance for returns based on historical return rates.

Certain customer agreements call for the
payment by us of marketing development funds, co-operative advertising fees, rebates or similar charges. We account for such fees in accordance with Emerging Issues Task Force Issue No. 01-09 as a reduction in revenue unless there is an
identifiable benefit and the fair value of the charges can be reasonably estimated in which case we record these transactions as marketing expense. Commissions paid to third-party sales representatives are included in sales and marketing expenses.



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Accounting for income taxes

In preparing our consolidated financial statements, we assess the likelihood that our deferred tax assets will be realized from future taxable income. We establish a valuation allowance if we determine that it is more
likely than not that some portion or all of the net deferred tax assets will not be realized. Changes in the valuation allowance are included in our consolidated statements of income as provision for income taxes. We exercise significant judgment in
determining our provision for income taxes, our deferred tax assets and liabilities and our future taxable income for purposes of assessing our ability to utilize any future tax benefits from our deferred tax assets. If actual circumstances differ
from our expectations, we may be required to adjust our estimates in future periods and our financial position, cash flows and results of operations could be materially affected.

Stock-based compensation

On December 16, 2004, the Financial Accounting Standard Board
(FASB) issued Statement No. 123 (revised 2004) (SFAS No. 123R),Share Based Payment, which is a revision of SFAS No. 123,Accounting for Stock-Based Compensation, and
supersedes Accounting Principles Board (APB) No. 25,Accounting for Stock Issued to Employees. SFAS No. 123R requires companies to expense the fair value of employee stock options and similar awards,
including purchases made under an Employee Stock Purchase Plan. SFAS No. 123R applies to all outstanding and unvested share-based payment awards at adoption. On March 29, 2005, the SEC issued Staff Accounting Bulletin (SAB)
No. 107 providing supplemental implementation guidance for SFAS 123R. We adopted the provisions of, and accounted for stock-based compensation in accordance with, SFAS No. 123R during the first quarter of fiscal 2006. We have applied the
provisions of SAB 107 in our adoption of SFAS 123R.

Prior to the adoption of SFAS No. 123R, we accounted for stock-based compensation related to
employee stock-based compensation plans using the intrinsic value method prescribed by APB No. 25 as allowed under SFAS No. 123. Under the intrinsic value method, only minimal stock-based compensation in relation to employee stock options
or employee stock purchase plan had been recognized in our results of operations since the exercise price of the majority of options issued to employees and directors were granted at the fair market value of the underlying stock at the date of
grant.

We elected the modified-prospective-transition method, under which prior periods are not revised for comparative purposes. Under the fair value
recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and will be recognized over the requisite service period, which is generally the vesting period.

We use the Black-Scholes-Merton option pricing model to determine the fair value of stock options and employee stock purchase plan shares. The determination of the
fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock
price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. See Note 5 for further information regarding the SFAS No. 123R disclosures on
assumptions.

If factors change, the 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. Additionally, the Black-Scholes-Merton 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 and employee stock purchase plan shares. Existing assumptions used and valuation modeling may not provide measures of the fair values of our stock-based compensation that reflect the actual values
realized upon the exercise, expiration, early termination or forfeiture of those stock-based payments in the future. Certain stock-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as
compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value 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. Currently, there is no 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 guidance in SFAS No. 123R and SAB No. 107 is relatively new. The application of these
principles may be subject to further interpretation and refinement over time.



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INTERVIDEO, INC.



Results of Operations  Comparison of the three months ended March 31, 2006 and 2005

Revenue, Cost of Revenue and Gross Profit



|                                      |  |                             |        |   |        |   |        |        |  |         |       |  |    |  
|------------------------------------- |  | --------------------------- | ------ | - | ------ | - | ------ | ------ |  | ------- | ----- |  | -- | -
|(In thousands, except percentages)    |  | Three Months EndedMarch 31, |        |   | Change |  
|                                      |  | 2006                        |        |   | 2005   |   |        | Amount |  | Percent |      
|Total revenue                         |  | $                           | 31,322 |   |        | $ | 21,904 |        |  | $       | 9,418 |  | 43 | %
|Cost of revenue                       |  | $                           | 15,311 |   |        | $ | 9,172  |        |  | $       | 6,139 |  | 67 | %
|                                      |  |                             |        |   |        |   |        |        |  |         |       |  |    |  
|Gross profit                          |  | $                           | 16,011 |   |        | $ | 12,732 |        |  | $       | 3,279 |  | 26 | %
|                                      |  |                             |        |   |        |   |        |        |  |         |       |  |    |  
|Gross profit percent of total revenue |  |                             | 51     | % |        |   | 58     | %      |  |         |       |  |    |  

Revenue is primarily derived from fees paid under software licenses granted to PC OEMs, CE manufacturers,
manufacturers of PC peripherals and other software and internet companies that incorporate our software into their own products for distribution, retail distributors, retail customers and directly to end users or businesses. Cost of revenue consists
primarily of license royalties, expenses incurred to manufacture, package and distribute our software products, the amortization of other purchased intangible assets and costs associated with end-user PCS.

Revenue increased 43% to $31.3 million for the three months ended March 31, 2006 from $21.9 million for the three months ended March 31, 2005. OEM product
sales increased 32% to $24.8 million for the three months ended March 31, 2006 from $18.7 million for the three months ended March 31, 2005. Web and retail sales increased 105% to $6.5 million for the three months ended March 31, 2006
from $3.2 million for the three months ended March 31, 2005. OEM product sales accounted for approximately 79% of total revenue for the three months ended March 31, 2006 as compared to 85% for the three months ended March 31, 2005. We
derived a substantial portion of our revenue from a small number of customers. For the three months ended March 31, 2006, our three largest customers accounted for 52% of our revenue, with Hewlett-Packard accounting for 26%, Microsoft
accounting for 14% and Toshiba accounting for 12% of our revenue. For the three months ended March 31, 2005, two customers accounted for 48% of our revenue with Hewlett-Packard accounting for 36% and Toshiba accounting for 12% of our revenue.
Sales outside the United States accounted for 46% of our revenue for the three months ended March 31, 2006 and 41% of our revenue for the three months ended March 31, 2005. The growth in revenue for the three months ended March 31,
2006 over the same period in the prior year reflects increased revenue from our non-WinDVD product sales, which includes royalty revenue from Microsoft of $4.1 million or 13% of our revenue and Ulead core products, including PhotoImpact,
VideoStudio, and DVD Factory, which accounted for 11% of our revenue. Ulead revenue, which was not included in the same period last year, accounted for 56% of the revenue increase. These increases were offset by a decrease in WinDVD revenue of 3%
mainly due to lower average selling prices of 12% as compared to the three month period ended March 31, 2005. During the period, sales outside the United States grew 59% or $5.4 million compared to same period last year. The increase was
primarily attributable to sales of Ulead core products, which accounted for 74% of the increase. In accordance with SOP 97-2, revenue for the three months ended March 31, 2006 included approximately $1.1 million representing the recognition of
previously deferred revenue.

Cost of Revenue increased in absolute dollars by $6.1 million to $15.3 million for the three months ended March 31, 2006
from $9.2 million for the three months ended March 31, 2005. This increase was largely the result of costs associated with the Microsoft revenue and overall increased sales of our royalty bearing products as well as a $273,000 increase in
amortization of purchased intangible assets resulting from the Ulead acquisition.

Gross profit as a percentage of revenue decreased to 51% for the three
months ended March 31, 2006 from 58% for the three months ended March 31, 2005. The decrease is primarily attributable to the Microsoft royalty revenue which is sold at cost and decreased average selling prices of our royalty bearing
products without a corresponding decrease in per unit costs of licensed royalties. The increase in gross profit in absolute dollars was primarily due to Ulead product revenues which typically sell at higher margins and are not included in the three
months ended March 31, 2005. Gross profit as a percentage of revenue and in absolute dollars was also favorably impacted by the aforementioned recognition of $1.1 million of previously deferred revenue, of which $873,000 was attributable to OEM
revenue where the related costs were recorded in an earlier period. While we expect that the shift in our product mix toward higher margin products will have a favorable impact on gross profit, we also expect our gross profit to be adversely
impacted by continued price erosion in our WinDVD product sales to our OEM customers and the aforementioned costs related to expected increases in Microsoft revenue.



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INTERVIDEO, INC.



Research and development expenses



|                                   |  |                              |       |   |        |   |       |        |  |         |       |  |     |  
|---------------------------------- |  | ---------------------------- | ----- | - | ------ | - | ----- | ------ |  | ------- | ----- |  | --- | -
|(In thousands, except percentages) |  | Three Months Ended March 31, |       |   | Change |  
|                                   |  | 2006                         |       |   | 2005   |   |       | Amount |  | Percent |      
|Research and development expenses  |  | $                            | 6,632 |   |        | $ | 3,024 |        |  | $       | 3,608 |  | 119 | %
|Percent of total revenue           |  |                              | 21    | % |        |   | 14    | %      |  |         |       |  |     |  

Research and development (R&D) expenses consist primarily of personnel and related costs,
consulting expenses associated with the development of new products, technology license fees, professional fees and product evaluation and testing costs.

R&D expenses increased $3.6 million, or 119%, to $6.6 million for the three months ended March 31, 2006 from $3.0 million for the three months ended March 31, 2005. This increase was due primarily to $2.4 million in Ulead
related expenses including compensation and related benefits of $1.9 million, outside consulting fees of $129,000 and facility and equipment rental of $176,000. Additionally, a $442,000 increase in stock-based compensation expense resulting from the
adoption of SFAS No. 123R and a $609,000 increase in payroll and payroll related expenses due to increased R&D headcount for the purpose of supporting expanded R&D activities also contributed to the overall R&D expense increase for
the first quarter of 2006. The 7% increase in R&D expenses as a percentage of revenue was due primarily to the significant percentage increase in R&D expenses exceeding the percentage increase of total revenue during the first quarter of
2006. We believe that a significant level of R&D expenses will be required to remain competitive, and, as a result, we expect these expenses to increase in absolute dollars in the future as we integrate and expand engineering resources and
aggressively focus on product development.

Sales and marketing expenses



|                                   |  |                             |       |   |        |   |       |        |  |         |       |  |    |  
|---------------------------------- |  | --------------------------- | ----- | - | ------ | - | ----- | ------ |  | ------- | ----- |  | -- | -
|(In thousands, except percentages) |  | Three Months EndedMarch 31, |       |   | Change |  
|                                   |  | 2006                        |       |   | 2005   |   |       | Amount |  | Percent |      
|Sales and marketing expenses       |  | $                           | 4,934 |   |        | $ | 2,765 |        |  | $       | 2,169 |  | 78 | %
|Percent of total revenue           |  |                             | 16    | % |        |   | 13    | %      |  |         |       |  |    |  

Sales and marketing (S&M) expenses consist primarily of personnel and related costs, including
salaries and commissions, travel expenses, commissions paid to third party sales representatives and costs associated with trade shows, advertising and other marketing efforts.

S&M expenses increased $2.2 million, or 78%, to $4.9 million for the three months ended March 31, 2006 from $2.8 million for the three months ended March 31, 2005. This increase was due primarily to $2.2
million in Ulead related expenses including compensation and related benefits of $694,000, outside consulting and professional fees of $257,000, travel, advertising and trade show expenses of $553,000, facilities and communication expenses of
$324,000 and other expenses of $368,000. Additionally, we incurred an increase of $149,000 in stock-based compensation expense as a result of adopting SFAS No. 123R. These increases are partially offset by a reduction in S&M expenses of
$176,000 primarily due to lower commissions as a result of utilizing fewer outside sales representatives during the first quarter of 2006. The 3% increase in S&M expenses as a percentage of revenue was due primarily to the significant percentage
increase in S&M expenses exceeding the percentage increase of total revenue during the first quarter of 2006. We intend to actively market, sell and promote our products and take actions to further develop our brand name and retail presence.
Therefore, we expect S&M expenses to increase in absolute dollars as we seek to further expand our international sales network and continue to establish our retail presence.

General and administrative expenses



|                                    |  |                             |       |   |        |   |       |        |  |         |       |  |    |  
|----------------------------------- |  | --------------------------- | ----- | - | ------ | - | ----- | ------ |  | ------- | ----- |  | -- | -
|(In thousands, except percentages)  |  | Three Months EndedMarch 31, |       |   | Change |  
|                                    |  | 2006                        |       |   | 2005   |   |       | Amount |  | Percent |      
|General and administrative expenses |  | $                           | 5,581 |   |        | $ | 2,901 |        |  | $       | 2,680 |  | 92 | %
|Percent of total revenue            |  |                             | 18    | % |        |   | 13    | %      |  |         |       |  |    |  

General and administrative (G&A) expenses consist primarily of personnel and related costs,
support costs for finance, human resources, legal, operations, information systems and administration departments and professional fees.

G&A expenses
increased $2.7 million, or 92%, to $5.6 million for the three months ended March 31, 2006 from $2.9 million for the three months ended March 31, 2005. This increase includes $1.0 million in Ulead related expenses including $569,000 in
compensation and related benefits expenses, $261,000 in audit and legal fees and $182,000 in facilities and other expenses. Additionally, a $368,000 increase in stock-based compensation expense resulting from the adoption of SFAS No. 123R, a
$1.0 million increase in overall audit, Sarbanes-Oxley compliance and legal fees, and a $211,000 increase in payroll and payroll related expenses due to increased G&A headcount for the purpose of supporting expanded G&A activities. The 5%
increase in G&A expenses as a percentage of revenue was due primarily to the significant percentage increase in G&A expenses exceeding the percentage increase of total revenue during the first quarter of 2006. We expect G&A expenses to
increase in absolute dollars as we continue to build infrastructure to support our anticipated growth and global operations and as we incur increased legal expenses to defend and protect our intellectual property position.



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INTERVIDEO, INC.



Other income, net



|                                   |  |                             |       |   |        |   |     |        |  |         |       |  |     |  
|---------------------------------- |  | --------------------------- | ----- | - | ------ | - | --- | ------ |  | ------- | ----- |  | --- | -
|(In thousands, except percentages) |  | Three Months EndedMarch 31, |       |   | Change |  
|                                   |  | 2006                        |       |   | 2005   |   |     | Amount |  | Percent |      
|Other income, net                  |  | $                           | 2,465 |   |        | $ | 298 |        |  | $       | 2,167 |  | 727 | %
|Percent of total revenue           |  |                             | 8     | % |        |   | 1   | %      |  |         |       |  |     |  

Other income, net consists primarily of interest earned on our cash and cash equivalent balances, rental income,
foreign currency translation gains and losses and realized gains and losses on investments offset by other expenses.

Other income, net increased $2.2
million to $2.5 million for the three months ended March 31, 2006 from $298,000 for the three months ended March 31, 2005. The increase in the first quarter of 2006 is attributable primarily to a $1.6 million increase in realized foreign
currency translation gain, a $348,000 increase in gain on disposal of the short-term investment from Ulead, a $104,000 increase in gain from long-term investment, a $108,000 increase in rental income derived from Ulead subleases and other increase
of $67,000 partially offset by an increase in net unrealized currency losses of $87,000 resulting from exchange rate fluctuations. The realized currency gain of $1.6 million is a reversal of unrealized currency loss recorded in the fourth quarter of
2005 in relation to the settlement and conversion to equity of an intercompany loan during March 2006. Included in the first quarter of 2005 other income, net is an equity loss from long-term investments of $89,000 on Master Integrated Appliances Co
(Master I.A.). The investment on Master I.A. was subsequently written off during the second quarter of 2005. The 7% increase in other income, net as a percentage of revenue was due primarily to the significant percent increase of other
income, net exceeding the percentage increase of total revenue during the first quarter of 2006.

Provision for income taxes



|                                   |  |                             |     |   |        |   |       |        |  |   |         |   |  |     |   
|---------------------------------- |  | --------------------------- | --- | - | ------ | - | ----- | ------ |  | - | ------- | - |  | --- | --
|(In thousands, except percentages) |  | Three Months EndedMarch 31, |     |   | Change |  
|                                   |  | 2006                        |     |   | 2005   |   |       | Amount |  |   | Percent |  
|Provision for income taxes         |  | $                           | 613 |   |        | $ | 1,671 |        |  | $ | (1,058  | ) |  | (63 | )%
|Percent of total revenue           |  |                             | 2   | % |        |   | 8     | %      |  |   |         |   |  |     |   

The provision for income taxes (income taxes) decreased $1.1 million, or 63%, to $613,000 for the
three months ended March 31, 2006 from $1.7 million for the three months ended March 31, 2005. The reduction in income taxes is primarily attributable to reduction in taxable net income for the three months ended March 31, 2006. Our
effective tax rate for the three months ended March 31, 2006 was approximately 46%. This rate differs from the statutory federal rate primarily due to state taxes, net of federal benefit and differences between federal and foreign tax rates as
well as the tax impact resulting from the adoption of SFAS No. 123R.

Liquidity and Capital

During the three months ended March 31, 2006, cash, cash equivalents and short-term investments increased by $7.0 million to $82.1 million, representing 60% of our
total assets. Our cash, cash equivalents and short-term investments totaled $75.1 million at December 31, 2005 and represented 56% of our total assets. Cash and cash equivalents are highly liquid investments with an original maturity of 90 days
or less at the date of purchase. Short-term investments consist principally of United States treasury, state and municipal notes/bonds, corporate bonds and auction rate securities.

Net cash provided by operating activities was $7.9 million for the three months ended March 31, 2006. Net income of $1.1 million was adjusted for non-cash charges for realized foreign currency translation gain of
$1.6 million, depreciation and amortization of $821,000, stock-based compensation of $1.0 million, excess tax benefits from stock-based compensation of $235,000, a credit of provision for doubtful accounts of $123,000 and minority interests in
losses of subsidiary of $369,000. Additionally, cash provided from operating activities was impacted by increases in prepaid expenses and other current assets of $439,000 and a decrease in accounts payable of $437,000. These amounts were offset by a
decrease in accounts receivable of $4.1 million, an increase in deferred revenue of $206,000 and an increase in accrued liabilities and taxes payable of $3.9 million. The realized currency gain of $1.6 million is a reversal of the unrealized
currency loss recorded in the fourth quarter of 2005 related to the settlement and conversion to equity of an intercompany loan during March 2006. The credit of bad debt provision is due to reduction in excess allowance amounts during the quarter.
The increase in prepaid expenses and other current assets is primarily the result of the increase in inventory at Ulead due to a new product launch. The decrease in accounts receivable is primarily due to the collection of a $4.0 Microsoft invoice
that was outstanding at the end of the previous quarter. The increase in deferred revenue is due to increased Ulead sales activity with the revenue deferred because of specified upgrades and PCS for the undelivered elements prior to March 31,
2006. The increase in accrued liabilities and taxes payable is primarily due to the increase in product cost liability associated with Microsoft revenue and MPEGs royalty fees.

Net cash provided by operating activities was $4.5 million for the three months ended March 31, 2005. Net income of $2.7 million was adjusted for depreciation and amortization of $376,000, stock-based
compensation of $40,000 and the equity investment in the net losses of long term investments of $87,000, a decrease in prepaid expenses and other current assets of $264,000, a decrease in accounts receivable of $662,000 and increases in accounts
payable of $84,000 and accrued liabilities and taxes payable of $1.2 million. This was partially offset by a decrease in deferred revenue of $904,000. The decrease in prepaid expenses and other current assets is mainly due to the amortization of
prepaid directors and officers insurance. The decrease in accounts receivable is primarily due to a reduction of retail billings in Q1 2005. The increase in accrued liabilities and taxes payable is primarily due to the increase in tax payable as a
result of higher effective tax rate and the difference between income tax accrued and estimated tax paid. The decrease in deferred revenue is due to the termination and settlement of a several agreements with our customers.

Net cash used in investing activities was $2.7 million for the three months ended March 31, 2006 due to purchases of property and equipment of $246,000 and from
maturities of short-term investments, net of purchases, of $2.5 million.

Net cash provided by investing activities was $3.0 million for the three months
ended March 31, 2005 due to proceeds from maturities of short-term investments, net of purchases, of $7.1 million, offset by purchases of property and equipment and long-term investments of $4.1 million.

Net cash used in financing activities was $1.0 million for the three months ended March 31, 2006 consisting of $1.7 million used for the repurchase of treasury
stock by Ulead, offset by proceeds from the issuance of common stock under our stock option plans and repayments of notes receivable of $474,000 and the excess tax benefits from stock-based compensation of $235,000.



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INTERVIDEO, INC.



Upon adoption of SFAS No. 123R, the benefits of tax deductions in excess of recognized compensation expense are
reported as a financing cash flow, rather than as an operating cash flow as in prior periods. This has reduced net operating cash flows and increased net financing cash flows starting in 2006 after adoption of SFAS No. 123R. Total cash flow
remains unchanged from what would have been reported under prior accounting rules.

Net cash used in financing activities was $400,000 for the three months
ended March 31, 2005 consisting of $671,000 used for the repurchase of common stock, offset by proceeds from the issuance of common stock under our stock option plans and repayments of notes receivable of $271,000.

We anticipate our operating expenses will grow in absolute dollars and in line with total revenue for the foreseeable future, and we intend to fund our operating
expenses through cash flows from operations. We currently have no significant commitments for capital expenditures, but we expect to spend approximately $2 to $3 million on capital expenditures in 2006, which includes the upgrading and expansion of
our world-wide facilities. We anticipate that we will increase our capital expenditures consistent with our anticipated growth in personnel and infrastructure, including facilities and systems. We have future lease commitments for buildings under
non-cancelable operating leases through 2013. We have no other debt obligations.

We believe that our existing cash, cash equivalents and short-term
investments will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. We have used a total of $42.8 million to acquire a controlling interest in Ulead, including $32.6 million in April 2005,
and we may continue to spend more cash to acquire additional shares of Ulead or to fund other acquisition activities. To the extent that our existing sources of cash and cash flow from operations are not sufficient to fund our activities, we will
need to raise additional funds. If we raise funds through debt financing, we will have to pay interest and may be subject to restrictive covenants, which could limit our ability to take advantage of future opportunities or respond to competitive
pressures or unanticipated industry changes. If we raise funds through an equity financing, it may have a dilutive effect on our existing stockholders. Additional financing may not be available when needed and, even if such financing is available,
it may not be available on terms acceptable to us. In addition, although we have no present understandings, commitments or agreements with respect to any acquisitions of other businesses, services, products or technologies, we may from time to time
evaluate potential acquisitions. These acquisitions may increase our capital requirements and reduce shareholders percentage ownership in us.

Commitments

Our principal commitment as of March 31, 2006 consists of obligations under operating leases which have not changed
materially from our Annual Report on Form 10-K for fiscal year 2005.

Off-Balance Sheet Arrangements

As of March 31, 2006, we had no off balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange Commissions Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In comparison with what we disclosed in our Annual
Report on Form 10-K for fiscal 2005, we believe that there have been no significant changes in our market risk exposures for the quarter ended March 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. As of the last completed fiscal year, we are not required to include in our managements report on internal control over financial reporting an evaluation of
the internal control over financial reporting of Ulead Systems Inc. (Ulead), which we acquired on April 20, 2005. As such, we have excluded from our evaluation the internal control over financial reporting of Ulead, however,
management noted a material weakness in obtaining from Ulead timely and accurate financial results based on U.S. Generally-Accepted Accounting Principles. The corrective actions that were put into place in order to remediate the identified material
weaknesses in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that existed as of December 31, 2005, have not been in operation a sufficient amount of time to
determine whether such controls are operating effectively. Based upon this, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2006.

The material weaknesses in our internal control over financial reporting that were identified at December 31, 2005 and are included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2005 are related to:



| |  |  | Our incorrect application of Statement of Financial Accounting Standards No. 141, Business Combinations resulting from the acquisition of a majority interest in
Ulead Systems, Inc. The financial statements incorrectly included amortization of intangible assets attributable to the minority interest holders. Due to this error, on March 10, 2006, we restated the Companys consolidated financial
statements for the periods ended June 30, 2005, and September 30, 2005.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Inadequate controls and oversight of the Ulead financial reporting process to facilitate obtaining timely and accurate financial results based on U.S. generally-accepted accounting
principles. As a result of this deficiency, more than a remote likelihood that a material misstatement of the financial statements that is more than inconsequential will not be prevented or detected on a timely basis by employees in the normal cause
of their work.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A material weakness (within the meaning of PCAOB Auditing Standard No. 2) is a control deficiency, or aggregation of
control deficiencies, that results in more than a remote likelihood that a material misstatement in financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work.

b) Changes in Internal Control over Financial Reporting

During the first quarter of 2006, we have taken the following actions to remediate the material weaknesses described above:



| |  |  | We have engaged outside consultants to provide additional expertise in the financial reporting area.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | We have hired a Senior International Accounting Manager at Ulead who will be responsible for the oversight of Uleads financial reporting.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are continuing to re-assessing our current expertise and staffing needs to ensure we have adequate staffing in key areas of the Ulead reporting process and in the event complex
transactions such as the ones described herein arise in the future.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our management, including our CEO and CFO, does not expect that our
disclosure controls and procedures or our internal control over financial reporting will prevent or detect 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 InterVideo have been detected.



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INTERVIDEO, INC.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On August 15, 2005, InterVideo Digital Technology Corporation, a subsidiary of
InterVideo, filed a patent infringement lawsuit in the United States District Court for the Northern District of California against Dell Inc. for infringement of U.S. Patent No. 6,765,788 (the 788 Patent), entitled
Method and apparatus for integrating personal computer and electronic device functions. InterVideo alleges that, upon information and belief, Dell had full and prior knowledge of the 788 patent and therefore Dells
infringement has been and continues to be intentional and willful by importing, making, using, selling and/or offering for sale in the United States computer products, and components and peripherals thereof that embody the inventions of the
788 Patent. InterVideo has asked the California court to enjoin Dell from manufacture, sales, offers to sell, use and importation of products which infringe on the 788 Patent, and to order Dell to account for and pay to InterVideo all
damages, plus enhanced damages and attorney fees and costs. In January 2006 the District Court action was stayed pending the termination of the ITC proceedings and reexamination proceedings, discussed below.

On December 6, 2005, InterVideo Digital Technology Corporation, a subsidiary of InterVideo, filed a complaint with the U.S. International Trade Commission (ITC)
under Section 337 of the Tariff Act of 1930 asserting that its U.S. Patent No. 6,765,788 is infringed by certain imported personal computer/consumer electronic convergent devices, components thereof, and products containing such devices
and components of Dell, Inc. of Round Rock, Texas and WinBook Computer Corporation of Columbus, Ohio that contain technology and software supplied by Cyberlink Corporation of Taipei, Taiwan and Cyberlink.com Corporation of Fremont California. The
complaint requests an exclusion order prohibiting continued importations into the United States of infringing products, including laptop computers of Dell and WinBook, as well as certain Cyberlink components of those computers, as well as a cease
and desist order against certain commercial activities involving previously imported computers. On January 4, 2006, the ITC instituted an investigation into whether those companies are in violation of Section 337 and delegated the
investigation to an administrative law judge. On February 1, 2006, the administrative law judge set April 4, 2007 as the target date for completion of the investigation and issuance of any remedial orders. On February 2, 2006, Intervideo
entered into a settlement agreement with Winbook intending to end the litigation in the ITC. On February 24, 2006, the U.S Patent and Trademark Office issued a final office action rejecting all the claims in the 788 patent. On
March 31, 2006, Intervideo filed an after-final amendment of the 788 patent with the U. S. Patent and Tradmark Office. The ITC investigation is temporarily stayed until July 19, 2006 in view of an on-going re-examination of the
788 patent. At this stage of the investigation, merits of the Companys request for relief have not yet been determined.

ITEM 1A. RISK FACTORS.

The information contained in Risk Factors below and elsewhere in this
Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. These risks, uncertainties and other factors include,
among others, those identified under Risk Factors. Forward-looking statements are generally written in the future tense and/or are preceded by words such as will, may, should, could,
expect, suggest, believe, anticipate, intend, plan, or other similar words.

We are subject to a number of risks. Some of these risks are endemic to the DVD software industry. The fact that certain risks are endemic to the industry does not lessen the significance of these risks. The risks and uncertainties
described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business. If any of the following risks actually occurs,
our business could be harmed. In that case, the trading price of our common stock could decline, and you might lose all or part of your investment. You should carefully consider each of the Risk Factors and the other information in this Quarterly
Report on Form 10-Q.

The rapidly evolving nature of our industry makes it difficult to forecast our future results.

The market for our products is characterized by rapid changes in technology. Demand for our products depends on our ability to maintain competitive pricing and to provide
new or improved products that keep up with changes in technology. Any evaluation of our business and prospects must be made in light of the risks and difficulties encountered by companies offering products or services in new and rapidly evolving
markets. The market for software-based digital video and audio solutions for incorporation in products in the PC and consumer electronics industries is rapidly evolving, and it is difficult to forecast the future growth rate, if any, or size of the
market for our products. For example, our future growth will depend on our ability to compete in emerging and rapidly growing markets, such as multimedia home networking, high definition DVD, Blu-ray Disc and multimedia mobile phone markets. We may
not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. In addition, our acquisition of a
controlling interest in Ulead has made it more difficult to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue and are, to a large extent, fixed. As a
result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would harm our operating results.

We expect our operating results to fluctuate on an annual and quarterly basis, which may result in volatility of our stock price.

We
expect our operating results to fluctuate on an annual and quarterly basis, which may cause our stock price to be volatile. Important factors, many of which are outside our control, that could cause our operating results to fluctuate include:



| |  |  | fluctuations in demand for, and sales of, our products and the PCs and CE devices with which our products are bundled;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | timely and accurate reporting to us by our OEM customers of units shipped, which determines the timing and level of revenue received from these customers;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the timing of orders or the completion of customer contracts with significant OEM customers;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | entering into contracts with customers that result in non-recurring revenue;
| | - |  | ----------------------------------------------------------------------------



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INTERVIDEO, INC.



| |  |  | competitive factors, including introductions of new products, product enhancements and the introduction of new technologies by our competitors and the entry of new competitors into
the digital video and audio software markets, which may result in our loss of business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decisions to acquire other companies, including potential for non-accretive or non-synergetic results from the acquisition of Ulead;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increases in third party license fees, such as the increase in royalties paid to Dolby;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | changes in consumer demand for our products due to the marketing of alternative technologies by our OEM customers;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | decline in gross margins and/or selling prices of our products to our OEM or other customers;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | market acceptance of new products developed by us, such as InterVideo InstantOn;
| | - |  | --------------------------------------------------------------------------------



| |  |  | changes in the relative portion of our revenue represented by our various products and customers including the mix of OEM, retail and web sales;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | timing of revenue recognition, including deferrals of revenue;
| | - |  | --------------------------------------------------------------



| |  |  | the mix of international and domestic revenue;
| | - |  | ----------------------------------------------



| |  |  | the costs of litigation and intellectual property claims, including the legal costs incurred to protect our intellectual property rights and settlement of claims based upon our
violation or alleged violation of others intellectual property rights;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | economic conditions specific to the PC, consumer electronics and related industries; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | the impact of employee stock-based compensation expenses on our earnings per share including specifically the newly-adopted SFAS No. 123R.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

Due to these and other factors, period-to-period comparisons of our operating results may not be meaningful, and you should not rely on our results for any one period as
an indication of our future performance. In addition, our future operating results may fall below the expectations of public market analysts or investors. In this event, our stock price could decline significantly.

Changes in our product and service offerings could cause us to defer the recognition of revenue, which could harm our operating results and adversely impact our
ability to forecast revenue.

We have created, and intend to continue to create, new software and software bundles such as WinDVD Creator,
InterVideo Home Theater, InterVideo DVD Copy, MediaOne and InterVideo InstantON. Our recent acquisition of a controlling interest in Ulead has accelerated this trend with the addition of their products, including PhotoImpact, VideoStudio, DVD Movie
Factory, DVD Workshop and Media Studio Pro. These products contain advanced features and functionality that have required and may continue to require us to provide an increased level of end-user support. In the future, as these new products become
more complex, we may also be obligated to provide additional support to our OEM customers to bundle our software with their products. These potential increases in OEM and end-user support obligations could require us to defer both license and PCS
revenues to future periods, which could harm our operating results and adversely impact our ability to accurately forecast revenue.

We expect prices
of our existing products to decline, which could harm our operating results.

We expect prices for our existing products to continue to decline over
the next few years. Because of competition from other software providers, competition in the PC industry and diminishing margins experienced by PC OEMs as a result of decreased selling prices and lower unit sales, we have reduced the prices we
charge PC OEMs for our WinDVD product, WinDVD Creator and other products. We expect this trend to continue, which will make it more difficult to increase or maintain our revenue and may cause a decline in our gross profits, even if unit sales of any
particular product increase. If unit sale increases do not offset anticipated price declines, our revenue will decline. In addition, our gross profit may decline as a result of the Microsoft royalty revenue which is sold at cost. Our future success
will depend in part on our ability to increase sales of our higher-margin products and to introduce and sell new products and upgrades to our existing products, which could increase our revenue and could improve our profit margins.

We may not sustain profitability on a quarterly or annual basis.

We did not achieve profitability until the fiscal year ended December 31, 2002. As of March 31, 2006, we had retained earnings of $11.2 million. We expect to incur significant operating expenses over the next several years in
connection with the continued development and expansion of our business. These expenses include research and development and marketing expenses relating to products that may not be introduced and will not generate revenue until later periods, if at
all. We may also incur significant operating expenses associated with the enforcement of our intellectual property rights. Further, our recent acquisition of Ulead makes it more difficult for us to predict profitability on a quarterly or annual
basis. We may not achieve profitability on a quarterly or annual basis in the future.

Changes in accounting rules applicable to us could negatively
impact our earnings and financial results.

The U. S. generally accepted accounting principles are subject to interpretation by the Financial
Accounting Standards Board, the American Institute of Certified Public Accountants, the Securities and Exchange Commission and various other organizations formed to promulgate and interpret accounting principles. A change in these principles or
interpretations could have a significant effect on our historical or projected financial results. For example, we have historically not been required to record stock-based compensation charges if an employees stock option exercise price is
equal to or exceeds the deemed fair value of the underlying security at the measurement date.



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However, Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, or SFAS
No. 123R, was recently implemented and requires companies to expense the fair value of employee stock options and similar awards. SFAS 123R addresses accounting for transactions in which an entity obtains employee services in exchange for
share-based payments. SFAS No. 123R requires entities to recognize stock compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards, with limited exceptions. In the first quarter of
2006, we recorded stock-based compensation expenses on our Condensed Consolidated Statements of Operations of approximately $1,000,000 related to our SFAS No. 123R compliance. To the extent that we continue to make stock option grants to
employees in the future, we will continue to incur such expenses, which will have a negative impact on our future earnings and results of operations.

We may not realize the benefits from our recent acquisition due to challenges associated with integrating the operations, technologies, sales and other aspects of the our business with the Ulead business.

On April 20, 2005, we acquired, directly and though one of our wholly owned subsidiaries, 33,284,395 shares of Ulead Systems, Inc. (Ulead) a publicly
traded Taiwanese company at 30 NT (US$0.95) per share pursuant to our previously-announced tender offer for the issued shares of Ulead and pursuant to stock purchase agreements with certain shareholders of Ulead. Also on April 20, 2005, we
acquired an additional 1,000,000 shares of Ulead at a purchase price of 30 NT (US$0.95) per share through the acquisition of a holding company, Strong Ace Limited. The aggregate purchase price for the 34,284,395 shares of Ulead was US $32.6
million and was paid in cash. Together with the shares that we purchased prior to the tender offer, we now own a total of 48,817,395 shares of Ulead, or approximately 65% of the issued shares of Ulead.

This has been our most significant corporate acquisition to date. Our future success will depend, in large part, on managements success in integrating the
operations, technologies and personnel of our business with the Ulead business. If we fail to integrate the operations of Ulead into our business successfully or otherwise fail to realize any of the anticipated benefits of the acquisition, our
results of operations could be impaired.

In addition, the overall integration of the two companies may result in unanticipated operational problems,
expenses and liabilities, and diversion of managements attention. For example, we were unable to obtain audited financial statements for the Ulead business in a timely manner resulting in delays in the timing of certain of our public
filings. If we are unable to anticipate and address future challenges related to the integration of the Ulead business into our business, our results of operations could be negatively impacted by such challenges.

If Microsoft develops or licenses digital video and audio solutions that compete directly with ours, our business could suffer.

Microsoft currently offers products in the digital video and audio software markets. Some video and audio capabilities are built directly into their operating systems or
are offered as upgrades to those operating systems at no additional charge. During the second quarter of 2005, we granted to Microsoft, Inc. a worldwide right and license to use, copy, create derivative works of, publicly perform or display, import,
broadcast, transmit, offer to sell, sell, have sold, rent, lease, lend, transfer or otherwise distribute certain key components of our DVD, audio and video decoding technology. If Microsoft develops or licenses digital video and audio solutions that
compete directly with ours and incorporates the solutions into its operating system, or otherwise changes its operating system to render our products incompatible, our revenue could decline significantly and our business could be harmed.

We license technology from third parties for use in our WinDVD and other standards-based products, and we might not be able to ship our products in their
present forms if we fail to maintain these license arrangements.

We license technology for use in our WinDVD, WinDVD Creator and InterVideo Home
Theater products and other existing and planned products from third parties under agreements, some of which have a limited duration. For example, we have a license agreement with Dolby Laboratories for its audio technology and logo, a license
agreement with the DVD Copy Control Association, Inc. for the content scrambling system designed to prevent the copying of DVDs, licenses with MPEG-LA for its MPEG-2 video technology and MPEG-4 related technologies, a license from Thomson Licensing
S.A. for its MP3 audio technology and various other license agreements relating to patents, know-how and trademarks that are important to various aspects of the development, marketing and sale of our products. We are obligated to pay royalties under
each of the Dolby, DVD Copy Control Association, MPEG-LA and Thomson Licensing S.A. agreements, and Dolby, DVD Copy Control Association, MPEG LA and Thomson Licensing may each terminate its license if we breach any material provision of the license
or if other events occur, as specified in the license agreement. If we fail to maintain these license arrangements, we might not be able to ship our products in their present forms and our revenue could decline.

Because there are a small number of large PC OEMs, we have only a limited number of potential new large OEM customers for our WinDVD product, which will likely
cause our revenue to grow at a slower rate than in recent periods.

Historically, our revenue growth has been achieved in large part due to sales of
our WinDVD product to new, large PC OEM customers. More recently, we have derived an increasing percentage of our revenue from sales of our non-WinDVD products, which include WinDVD Creator, InterVideo Home Theater, InterVideo DVD Copy and
InterVideo InstantON product, and from retail sales as a result of the Ulead transaction. Because there are only a limited number of potential new, large PC OEM customers for our products, we must derive any future revenue growth principally from
increased sales of WinDVD or other products to existing PC OEMs and PC peripherals manufacturers and from sales to smaller regional PC OEMs and directly to consumers through retail channels and our websites. Because some of these other revenue
opportunities are more fragmented than the PC OEM market and will take more time and effort to penetrate, our revenue may grow at a slower rate than historically. Additionally, if the rate of such expansion via retail channels and our website
proceeds slower than we anticipate, our financial position could be adversely affected.

We depend substantially on our relationships with
Hewlett-Packard and a small number of PC OEMs, and our failure to maintain or expand these relationships would reduce our revenue and gross profit or otherwise harm our business.

The PC industry is highly concentrated, and we have derived a substantial portion of our revenue from sales of our products to HP and a small number of PC OEMs. For the three months ended March 31, 2006, our
three largest customers accounted for 52% of our revenue, with Hewlett-Packard accounting for 26%, Microsoft accounting for 14% and Toshiba accounting for 12% of our revenue. However, our revenue from HP has declined beginning in the fourth quarter
of 2005 and into 2006 because we have been informed by HP that they will not incorporate certain of our products into certain future HP notebook models. A significant decrease in revenue from HP, or the loss of any of our large customers
without an offsetting increase in sales from other customers, would reduce our revenue and gross profit and otherwise harm our business.

We expect that a
small number of customers will continue to account for a majority of our revenue, gross profit and accounts receivables for the foreseeable future because of the concentrated nature of our client base. If the PC industry continues to consolidate,
the number of customers accounting for the majority of our revenue could decrease further. Our agreements with our customers typically do not contain minimum purchase commitments and are of limited duration or are terminable with little or no
notice. The loss of any of these customers, or a significant decrease in revenue from any of these customers, including HP would reduce our revenue and gross profit or otherwise harm our business. If our customers dispute the accounts receivables or
are otherwise unable to pay the balance, our income from operations could decline.

If our competitors offer our OEM customers more favorable terms than we
do or if our competitors are able to take advantage of their existing relationships with these OEMs, then these OEMs may not include our software with their PCs. If we are unable to maintain or expand our relationships with PC OEMs, our business
will suffer.



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As a result of our dependency on a small number of large PC OEMs, any problems those customers experience, or
their failure to promote products that contain our software, could harm our operating results.

As a result of our concentrated customer base,
problems that our PC OEM customers experience could harm our operating results. Some of the factors that affect the business of our PC OEM customers, all of which are beyond our control, include:



| |  |  | the competition these customers face and the market acceptance of their products;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the engineering, marketing and management capabilities of these customers and the technical challenges that they face in developing their products;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the financial and other resources of these customers;
| | - |  | -----------------------------------------------------



| |  |  | new governmental regulations or changes in taxes or tariffs applicable to these customers; and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the failure of third parties to develop and introduce content for DVD and other digital media applications in a timely fashion.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------

The inability of our PC OEM customers to successfully address any of these risks could harm our business. In addition, we have little or no influence over the degree to
which these customers promote products that incorporate our software or the prices at which these products are sold to end users. If our PC OEM customers fail to adequately promote products that incorporate our software, our revenue could decline.

We have material weaknesses in our disclosure controls and internal controls over financial reporting that may prevent us from being able to
accurately report our financial results or prevent fraud, which could harm our business and operating results.

Effective disclosure and internal
controls are necessary for us to provide reliable and accurate financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002 requires that we assess, and our independent registered public accounting firm
attests to, the design and operating effectiveness of our controls over financial reporting. If we cannot provide reliable and accurate financial reports and prevent fraud, our business and operating results, as well as our stock price, could be
harmed. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. The material weaknesses in our internal control over financial reporting that we identified at December 31, 2005, as
well as our remediation efforts to date, are more fully discussed under Part I, Item 4, Controls and Procedures.

While we have taken steps to
remediate the identified material weaknesses, we cannot be certain that any remedial measures we take will ensure that we design, implement, and maintain adequate disclosure and internal controls over our financial processes and reporting in the
future or will be sufficient to address and eliminate the material weaknesses. Remedying the material weaknesses that have been identified, and any additional deficiencies, significant deficiencies or material weaknesses that we or our independent
registered public accounting firm may identify in the future, could require us to incur significant costs, expend significant time and management resources or make other changes. As of December 31, 2005, we are required to report in our Annual
Report on this Form 10-K filed with the Securities and Exchange Commission that material weaknesses in our internal controls over financial reporting continue to exist. We restated our consolidated financial statements for the period ended
June 30, 2005 and September 30, 2005 due to the material weakness related to our incorrect application of Statement of Financial Accounting Standards No. 141 Business Combinations. During the preparation of our
consolidated financial statements during 2005, management noted a material weakness in obtaining from Ulead timely and accurate financial results based on U.S. Generally Accepted Accounting Principles (US GAAP). The material weakness in oversight of
the Ulead financial reporting process results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work. Any delay or
failure to design and implement new or improved controls, or difficulties encountered in their implementation or operation, could harm our operating results, cause us to fail to meet our financial reporting obligations, or prevent us from providing
reliable and accurate financial reports or avoiding or detecting fraud. Disclosure of our material weaknesses or our failure to remediate such material weaknesses in a timely fashion could cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our stock and our access to capital.

We have received notices of claims, and
may receive additional notices of claims in the future, regarding the alleged infringement of third parties intellectual property rights that may result in restrictions or prohibitions on the sale of our products and cause us to pay license
fees and damages.

Some third parties hold patents that such parties claim to cover various aspects of DVD technology incorporated into our and
our customers products.

Our digital video and audio products comply with various industry standard specifications. Some third parties have
claimed that various aspects of DVD technology incorporated into our and our customers products infringe upon patents held by them, including the following:



| |  |  | MPEG LA. DVD specifications include technology known as MPEG-2 that governs the process of storing video in digital form. A group of companies, comprised
primarily of CE manufacturers, has formed a consortium known as MPEG LA, LLC to enforce member companies patents covering certain aspects of MPEG-2 technology. MPEG LA, and certain members of the consortium, have notified us that
they believe that our products infringe on patents owned by members of the consortium. In March 2002, we entered into a license agreement with MPEG LA pursuant to which we obtained a license, retroactive to our inception, to MPEG LAs patents
necessary to the MPEG-2 standard in exchange for a cash payment and our agreement to make ongoing royalty payments. This license requires that we pay a royalty to MPEG LA on our sales to end users and that we notify the OEMs to whom we sell our
products that they are obligated to obtain a license from MPEG LA for any use of our products that comply with the MPEG-2 standard. In addition, MPEG LA, and certain members of the consortium have notified a number of PC OEMs, including some of our
customers that they believe MPEG LA members patents are infringed by those PC OEM products that incorporate MPEG-2 technology. We are aware that a number of PC OEMs, including some of our customers, have settled the MPEG LA claims and entered
into license agreements with MPEG LA.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | DVD 6C. Another group of companies has formed a consortium known as DVD 6C to enforce the proprietary rights of holders of patents covering some aspects of DVD
technology. DVD 6C and certain of its member companies have notified us that we may need a license so that our products that incorporate DVD technology do not infringe upon patents owned by members of the consortium. In addition, DVD 6C or its
members may demand that PC OEMs or other companies manufacturing or licensing DVD-related products, including our customers, pay license fees or stop selling products covered by the patents of the member companies.
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| |  |  | Others. Other third parties, including Nissim Corporation, have notified a number of PC OEMs, including some of our customers, that they believe their patents are infringed
by the products of these PC OEMs that incorporate certain InterVideo DVD-related technology. Nissim and the other third parties making such claims may demand that these PC OEMs pay license fees or stop selling products that are covered by the third
partys patents.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We and our customers may be subject to additional third-party claims that our and our customers products
violate the intellectual property rights of those parties.

In addition to the claims described above, we may receive notices of claims of infringement
of other parties proprietary rights. Many companies aggressively use their patent portfolios to bring infringement claims against competitors and other parties. As a result, we may become a party to litigation in the future as a result of an
alleged infringement of the intellectual property rights of others, including DVD 6C and its members or Nissim. In addition, we are aware that a consortium of companies, known as 4C, has been formed for the purpose of asserting the
patent rights of its members covering some aspects of DVD technology. 4C may demand that PC OEMs or other companies manufacturing or licensing DVD-related products, including us and our customers, pay license fees and damages for the use of the
technology, or be prohibited from selling products, covered by the 4C patents. We have also received notices from AT&T that they hold patents covering aspects of the MPEG-4 technology. Similarly, other parties have alleged that aspects of
MPEG-2, MPEG-4 and other multimedia technologies infringe upon patents held by them. We may be required to pay license fees and damages or be prohibited from selling our products in the future if it is determined that our products infringe on
patents owned by these third parties. In addition, other companies may form consortia in the future, similar to MPEG LA, DVD 6C and 4C, to enforce their proprietary rights and these consortia may seek to enforce their patent rights against us and
our customers. Some of our products can be used in connection with the copying of video content, which may include content protected by copyright. Though we believe these products do not contribute to copyright infringement and do not defeat
encryption in violation of the Digital Millennium Copyright Act, some content owners have shown a willingness to instigate litigation against producers of products that could be used to copy copyrighted content. Defending such suits could be costly
and could cause a serious disruption in our business regardless of the outcome.

We may be required to pay substantial damages and may be restricted or
prohibited from selling our products if it is proven that we violate the intellectual property rights of others.

If DVD 6C, 4C, Nissim, AT&T or
another third party proves that our technology infringes its patents, we may be required to pay substantial damages for past infringement and may be required to pay license fees or royalties on future sales of our products. If we are required to pay
license fees in the amounts that are currently published by, for example, DVD 6C for past sales to our large PC OEM customers, such fees would exceed the revenue we have received from those PC OEM customers. In addition, if it were proven that we
willfully infringed on a third partys patents, we may be held liable for three times the amount of damages we would otherwise have to pay. In addition, intellectual property litigation may require us to:



| |  |  | stop selling, incorporating or using our products that use the infringed intellectual property;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | obtain a license to make, sell or use the relevant technology from the owner of the infringed intellectual property, which license may not be available on commercially reasonable
terms, or at all; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | redesign our products so as not to use the infringed intellectual property, which may not be technically or commercially feasible and may cause us to expend significant resources.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Furthermore, the defense of infringement claims and lawsuits, regardless of their outcome, would likely be expensive to resolve and could
require a significant portion of managements time. In addition, rather than litigating an infringement matter, we may determine that it is in our best interests to settle the matter. Terms of a settlement may include restrictions or
prohibitions on our ability to sell products incorporating the other partys technology, the payment of damages and our agreement to license technology in exchange for a license fee and ongoing royalties. These fees may be substantial. If we
are forced to take any of the actions described above, defend against any claims from third parties or pay any license fees or damages, our business could be harmed.

We may be liable to some of our customers for damages that they incur in connection with intellectual property claims.

Our license agreements, including the agreements we have entered into with our large PC OEM customers, generally contain warranties of non-infringement and commitments to indemnify our customers against liability arising from infringement
of third-party intellectual property rights. Examples of third-party intellectual property rights include the patents held by Nissim, AT&T and by members of MPEG LA, DVD 6C and 4C. These commitments may require us to indemnify or pay damages to
our customers for all or a portion of any license fees or other damages, including attorneys fees, our customers are required to pay, or agree to pay, these or other third parties. We have received notices from some of our customers asserting
that we are required to indemnify them under our agreements with them, or providing notice that they have received from third parties infringement claims that are related to our products. These customers include, among others, Micron Electronics and
MPC LLC (formerly known as Micron PC LLC), as well as other customers with which we have settled. We expect to make additional cash payments to settle similar claims in the future. Although MPEG LA has stated that some of our PC OEM customers,
including Dell, Fujitsu Limited, Gateway, Hewlett-Packard, Sony and Toshiba, are currently MPEG LA licensees, not all of our PC OEM customers are MPEG LA licensees. Notwithstanding that we have signed a license agreement with MPEG LA, we may
continue to be liable to some of our customers for amounts that those customers pay or have paid to MPEG LA in settlement of claims of infringement brought by MPEG LA against those customers. Even with respect to those PC OEM customers that have
become licensees, we may have liability to these customers for prior infringement and future royalty payments. If we are required to pay damages to our customers or indemnify our customers for damages they incur, our business could be harmed. If our
customers are required to pay license fees in the amounts that are currently published by some claimants, and we are required to pay damages to our customers or indemnify our customers for such amounts, such payments would exceed our revenue from
these customers. Even if a particular claim falls outside of our indemnity or warranty obligations to our customers, our customers may be entitled to additional contractual remedies against us. Furthermore, even if we are not liable to our
customers, our customers may attempt to pass on to us the cost of any license fees or damages owed to third parties by reducing the amounts they pay for our products. These price reductions could harm our business.

We rely on patents, trademarks, copyrights, trade secrets and license agreements to protect our proprietary rights, which afford only limited protection.

Our success depends upon our ability to protect our proprietary rights. We rely on a combination of patent, copyright, trademark and trade secret
laws, as well as license and confidentiality agreements with our employees, customers, strategic partners and others to establish and protect our proprietary rights. The protection of patentable inventions is important to our future opportunities.
It is possible that:



| |  |  | our pending patent applications may not result in the issuance of patents;
| | - |  | --------------------------------------------------------------------------



| |  |  | we may not apply for or obtain effective patent protection in every country in which we do business;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | our patents may not be broad enough to protect our proprietary rights;
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| |  |  | any issued patent could be successfully challenged by one or more third parties, which could result in our loss of the right to prevent others from using the inventions claimed in
those patents;
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| |  |  | we may be required to grant cross-licenses to our patents in accordance with the terms of the agreements we enter into with customers or strategic partners;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | for business reasons we may choose not to enforce our patents against certain third parties; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | current and future competitors may independently develop similar technology, duplicate our products or design new products in a way that circumvents our patents.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Existing copyright, trademark and trade secret laws and license and confidentiality agreements afford only limited protection. In addition,
the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States, and policing the unauthorized use of our products is difficult. Any failure to adequately protect our proprietary rights
could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue.



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Our ongoing patent litigation with Dell and Cyberlink and the potential for new litigation matters may divert financial and management resources.

Our industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. We are subject to the ongoing
risks of claims of violation of third party intellectual properties. In addition, we may find it necessary use litigation to enforce our intellectual property rights. Such litigation matters, such as the pending ITC investigation against Dell and
Cyberlink, are very costly. Our management team could be required to devote so much time, effort and energy to the legal proceedings that the rest of our business may suffer. Until our litigation matters are resolved, we will continue to incur
substantial legal expenses that vary with the level of activity in the legal proceedings. This level of activity is not within our control as we may need to respond to legal actions by the opposing parties or scheduling decisions by the judges.
Consequently, we may find it difficult to predict our general and administrative expenses for any given quarter, which will impair our ability to forecast our results of operations for that quarter. In addition, the 788 patent at issue in
these lawsuits is subject to reexamination in the Patent and Trademark Office (PTO). As discussed in Part II, Item 1,Legal Proceedings, the patent reexamination remains uncertain. Despite the financial and management
resources required in any lawsuit, our efforts to enforce our intellectual property rights may ultimately prove unsuccessful.

We have derived a
substantial portion of our revenue from the sale of our WinDVD product to PC OEMs, and these customers may not continue to purchase this product or we may fail to attract new customers for this product.

We derived 43% of our revenue for the three months ended March 31, 2006 from sales of our WinDVD product, primarily to PC OEMs. We expect that revenue from sales of
our WinDVD product to PC OEMs will continue to account for a significant portion of our revenue for the foreseeable future. Accordingly, our business will suffer if our existing PC OEM customers do not continue to incorporate our WinDVD product into
the PCs they sell or if we are unable to obtain new PC OEM customers for our WinDVD product.

Slow growth, or negative growth, in the PC industry
could reduce demand for our products and reduce our gross profit.

Our revenue depends in large part on the demand for our products by PC OEMs. The
PC industry has experienced slow or negative growth in the recent past due to general economic slowdowns, market saturation and other factors. If slow growth in the PC industry continues or negative growth occurs, demand for our products may
decrease. Furthermore, if a reduction in demand for our products occurs, we may not be able to reduce expenses commensurately, due in part to the continuing need for research and development. Accordingly, continued slow growth or negative growth in
the PC industry could reduce our gross profit.

Our success in generating revenue depends on the growth of the use of software solutions in the PC
and consumer electronics industries.

Our continued success in generating revenue depends on growth in the use of software solutions to add features
and functionality to PCs and CE devices. Our software is currently used primarily in PCs, and we expect it to be useful for CE products. These markets are rapidly evolving, and it is difficult to predict their potential size or future growth rate.
In addition, we are uncertain as to the extent to which software products such as ours will be used in these markets in the future. Their market acceptance may be impacted by the performance, cost and availability of semiconductors that perform
similar functions and the level of copy protection that can be attained and maintained in software products. Our success in generating revenue in these markets will depend on increased adoption of software solutions based on the same standards as
ours. If the PC and consumer electronics markets adopt software solutions more slowly than we expect, or if content providers are dissatisfied with the level of copy protection available in software products, our business would likely suffer.



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Our products are based primarily on the Microsoft Windows operating system, and most of our customers require that the combination of our software products and their PCs be certified by Microsofts Windows
Hardware Qualification Labs. Accordingly, we are dependent on Microsoft, which exposes us to risks.

Our products are based primarily on the
Microsoft Windows operating system. If industry and customer preferences in operating systems shift, our products may not be compatible with other operating systems and our business could be harmed.

Our revenue is highly dependent upon acceptance of products that are based on the Microsoft Windows operating system, which is currently the dominant operating system
used in the PC industry. Microsoft could make changes to its operating system that could render our products incompatible. Other industry participants could develop operating systems to replace the Windows operating system, and our products might
not be compatible with those operating systems. If our products are not compatible with one or more of the operating systems with significant PC market share, we could incur substantial costs and expend significant capital and other resources to
adapt our products to one or more operating systems. There is no assurance that we would be able to adapt our products to changes made in the Windows operating system in the future or to a new operating system such as Microsoft Vista and any failure
to adapt to changes in operating systems by the PC industry could result in significant harm to our business.

Most of our customers require that the
combination of our software products and their PCs be certified by Microsofts Windows Hardware Qualification Labs. If certification is not obtained, our revenue could decline or our business could be harmed.

We sell most of our products through PC OEMs, which bundle our products with their hardware products. Most of our PC OEM customers require Microsofts Windows
Hardware Qualifications Labs, or WHQL, certification for our products on each PC platform before bundling and distribution. The certification process is entirely under Microsofts control, and we may not obtain certification for any product on
a timely basis or at all. Furthermore, Microsoft may change the requirements for certification at any time without notice. At various times in the past, Microsoft has changed standards applicable to our products, which caused us to be out of
compliance for a period of time. In the future, we may not be able to obtain necessary certification on a timely basis, if at all, for new PC models introduced by our customers, for any of our products under development or for existing products, if
the current standards are changed. Any delays in receipt of, or failure to receive, such certification could cause our revenue to decline or our customers to license a competitors software.

Competition in our industry is intense and is likely to continue to increase, which could result in price reductions, decreased customer orders, reduced product
margins and loss of market share, any of which could harm our business.

Our industry is highly competitive, and we expect competition to intensify
in the future. Our competitors include:



| |  |  | Software companies that offer digital video or audio applications;
| | - |  | ------------------------------------------------------------------



| |  |  | companies offering hardware or semiconductor solutions as alternatives to our software products; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | operating system providers that may develop and integrate applications into their products.
| | - |  | -------------------------------------------------------------------------------------------

Our primary competitors are Adobe Systems Incorporated, Cyberlink Corporation, RealNetworks, Inc and Sonic Solutions, Inc. Additional competitors are likely to enter our industry in the future. We also face
competition from the internal research and development departments of other software companies and PC and CE manufacturers, including some of our current customers. Some of our customers have the capability to integrate their operations vertically
by developing their own software-based digital and audio solutions or by acquiring our competitors or the rights to develop competitive products or technologies, which may allow these customers to reduce their purchases or cease purchasing from us
completely. Operating system providers with an established customer base, such as Microsoft, already offer products in the digital video and audio software markets. Some video and audio capabilities are built directly into their operating systems or
are offered as upgrades to those operating systems at no additional charge. During the second quarter of 2005, we granted to Microsoft, Inc. a worldwide right and license to use, copy, create derivative works of, publicly perform or display, import,
broadcast, transmit, offer to sell, sell, have sold, rent, lease, lend, transfer or otherwise distribute certain key components of our DVD, audio and video decoding technology. If Microsoft or other operating system providers develop or license
digital video and audio solutions that compete directly with ours and incorporate the solutions into their operating systems, our products could lose market share.

We expect our current competitors to introduce similar or improved products at lower prices, and we will need to do the same to remain competitive. For example, our revenues from Dell and HP have declined compared to prior periods, because
we have lost portions of our business to our competitors. We also expect our revenue from HP to decrease significantly into 2006 because we have been informed by HP that they will not incorporate certain of our products into certain future HP
notebook models. We may not be able to compete successfully against either current or future competitors with respect to new or improved products. We believe that competitive pressures may result in price reductions, reduced margins and our
loss of market share.

Many of our current competitors and potential competitors have longer operating histories and significantly greater financial,
technical, sales and marketing resources or greater name recognition than we do. As a result, these competitors are able to devote greater resources to the development, promotion, sale and support of their products. In addition, our competitors that
have large market capitalizations or cash reserves are in a better position to acquire other companies in order to gain new technologies or products that may displace our products. Any of these potential acquisitions could give our competitors a
strategic advantage. In addition, some of our current competitors and potential competitors have greater brand name recognition, a more extensive customer base, more developed distribution channels and broader product offerings than we do. These
companies can use their broader customer base and product offerings, or adopt aggressive pricing policies, to gain market share. Increased competition in the market may result in price reductions, decreased customer orders, reduced profit margins
and loss of market share, any of which could harm our business.

If we do not provide acceptable customer support, our reputation will suffer and it
will be difficult to retain existing customers or to acquire new customers.

We must continue to provide acceptable customer support to our
customers. An inability to do so will harm our reputation and make it difficult to retain existing customers or acquire new customers. Most of our experience to date has been with corporate customers, some of which require significant support when
familiarizing themselves with the features and functionality of our products. We intend to increase sales of our products directly to consumers. We have limited experience with widespread distribution of our products directly to consumers, and we
may not have adequate experience or personnel to provide the levels of support that these customers require. Our failure to provide adequate customer support for our products to either our corporate or consumer customers could damage our reputation
and brand in the marketplace and strain our relationships with customers. This could prevent us from retaining existing customers or acquiring new customers.



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Our ability to achieve profitability will suffer if we fail to manage our growth effectively.

Our success depends on our ability to effectively manage the growth of our operations, including successfully integrating the operations of Ulead.
We cannot be certain that our current cost structure is appropriate for the level of revenue that we generate. Furthermore, we expect to increase the scope of our operations in the future. To manage the growth of our operations and personnel, we
will need to improve our operational and financial systems, procedures and controls as well as hire additional qualified personnel. Our current and planned systems, procedures and controls may not be adequate to support our future operations and
expected growth. Delays or problems associated with any improvement or expansion of our operational systems and controls could harm our relationships with customers, reputation and brand.

The loss of any of our strategic relationships would make it more difficult to design competitive products and keep pace with evolving industry standards, which
could reduce demand for our products and harm our business.

We must design our software products to interoperate effectively with a variety of
hardware and software products, including operating system software, graphics chips, DVD drives, PCs and PC chipsets. We depend on strategic relationships with software developers and manufacturers of these products, particularly Microsoft and
Intel, to achieve our design objectives, to produce products that interoperate successfully, to provide us with information concerning customer preferences and evolving industry standards and trends, and to assist us in distributing our products to
users. For example, we have been able to learn about future product lines being developed by some of our OEM customers in advance so that we were able to more efficiently design products that our customers, and the ultimate end users, find valuable.
However, we generally do not have any agreements with these third parties to ensure that such information will be provided to us, and these relationships may not continue in the future. The loss of any one of these relationships could reduce demand
for our products and harm our business.

We may not be successful in addressing problems encountered in connection with acquisitions we may undertake
in the future, which could disrupt our operations or otherwise harm our business.

We have limited experience in acquiring businesses and
technologies, including businesses with international operations. Such acquisitions and investments involve numerous risks, including:



| |  |  | unanticipated developments or events concerning the financial condition, assets, liabilities, operations, business or prospects of the acquired business might arise;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unanticipated costs and accounting errors associated with the transaction including the restatement of financial results and other issues associated with complicated cross-border
transactions;
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| |  |  | adverse effects on existing business relationships with suppliers and customers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | diversion of managements attention from our core business;
| | - |  | -----------------------------------------------------------



| |  |  | customer acceptance of new technology or product offerings;
| | - |  | -----------------------------------------------------------



| |  |  | problems maintaining internal accounting and disclosure controls and procedures and other uniform standards or policies with a company that may not have been subject to U.S.
generally-accepted accounting principles or disclosure requirements prior to the consummation of the transaction and that has operations outside of the United States;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | problems integrating the operations, personnel, technologies or products;
| | - |  | -------------------------------------------------------------------------



| |  |  | challenges in providing accurate financial forecasts; and
| | - |  | ---------------------------------------------------------



| |  |  | potential loss of key management, engineers and other employees.
| | - |  | ----------------------------------------------------------------

We
expect to continue to review opportunities to buy or make investments in other businesses, products or technologies that would enhance our technical capabilities, complement our current products or expand the breadth of our markets or that may
otherwise offer growth opportunities.



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Our products may have defects or may be incompatible with other software or components contained in our customers products, which could cause us to lose customers, damage our reputation and create
substantial costs.

Defects, referred to in the software industry as bugs, have been found in our products in the past and may be found
in the future. In addition, our products may fail to meet our customers design specifications or be incompatible with other software or components contained in our customers products, or our customers may change their design
specifications or add additional third-party software or components after the production of our products. We may be required to devote significant financial resources and personnel to correct any defects. Failure to meet our customers design
specification will result in loss of sales due to the length of time required to redesign the product. Our products may also be required to interface with defective third-party software or components. If we are unable to detect or fix errors, or
meet our customers design specifications, our business and results of operations would suffer.

We may experience seasonality in our business,
which could cause our operating results to fluctuate.

Our financial condition and results of operations are likely to be affected by seasonality in
the future. Historically, PC OEMs have experienced their highest volume of sales during the year-end holiday season. Because we generally recognize revenue associated with the sale of our products to our OEMs customers in the month or quarter
following the sales of our products to these OEMs customers, we expect this seasonality to have a positive effect on our revenue and operating income in the first quarter of each calendar year and a negative effect on our revenue and operating
income in the second quarter of each year. We expect our recent acquisition of a controlling interest in Ulead will impact this trend in future periods because a substantial portion of Ulead revenues are derived from web and retail sales which are
typically recognized in the period in which they occur.

The market for our products is new and constantly changing. If we do not respond to changes
in a timely manner, our products likely will no longer be competitive.

The market for our products is characterized by rapid technological change,
new and improved product introductions, changes in customer requirements and evolving industry standards. Our future success will depend to a substantial extent on our ability to develop, introduce and support cost-effective new products and
technologies on a timely basis. If we fail to develop and deploy new cost-effective products and technologies or enhancements of existing products on a timely basis, or if we experience delays in the development, introduction or enhancement of our
products and technologies, our products will no longer be competitive and our business will suffer. The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation and highly skilled
engineering and development personnel, as well as the accurate anticipation of technological and market trends. We may not be able to identify, develop, manufacture, market or support new or enhanced products on a timely basis, if at all.
Furthermore, our new products may never gain market acceptance, and we may not be able to respond effectively to product announcements by competitors, technological changes or emerging industry standards. Our failure to respond to product
announcements, technological changes or changes in industry standards would likely prevent our products from gaining market acceptance and harm our business.

If we do not successfully establish strong brand identity in the PC and consumer electronics markets, we may be unable to achieve widespread acceptance of our products.

We believe that establishing and strengthening the InterVideo brand is critical to achieving widespread acceptance of our products and to establishing key strategic
relationships. The importance of brand recognition will increase as current and potential competitors enter the market with competing products. Our ability to promote and position our brand depends largely on the success of our marketing efforts and
our ability to provide high quality products and customer support. These activities are expensive and we may not generate a corresponding increase in customers or revenue to justify these costs. If we fail to establish and maintain our brand,
or if our brand value is damaged or diluted, we may be unable to attract new customers and compete effectively. Historically, we have relied primarily on a limited direct sales force, supported by third-party manufacturers representatives and
distributors, to sell our products. Our sales strategy focuses primarily on our corporate customers bundling our products with their hardware and distributing our products through their own distribution channels. We rely on our customers sales
forces, marketing budgets and brand images to promote sales of bundled products. If our corporate customers fail to successfully market and sell their products bundled with our products, or if our relationship with our corporate customers are
terminated, we may be unable to effectively market and distribute our products and services.

Our success depends on retaining our key personnel,
including our executive officers, the loss of any of whom could disrupt our operations or otherwise harm our business.

Our success depends on the
continued contributions of our senior management and other key engineering, sales and marketing and operations personnel. Competition for employees in our industry can be intense. We do not have employment agreements with, or key man life insurance
policies covering, any of our executives. In addition, significant portions of the capital stock and options held by the members of our management are vested, and some of our executives are parties to agreements that provide for the acceleration of
the vesting of a portion of their unvested shares and options under certain circumstances in connection with a change of control. There can be no assurance that we will retain our key employees or be able to hire replacements. The loss of any key
employee or an inability to replace lost key employees and add new key employees as we grow could disrupt our operations or otherwise harm our business.

We rely on the accuracy of our customers sales reports for collecting and reporting revenue. If these reports are not accurate, our reported revenue will be inaccurate.

A substantial majority of our revenue is generated by our PC OEM customers that pay us a license fee based upon the number of copies of our software they bundle with the
PCs that they sell. In collecting these fees, preparing our financial reports, projections and budgets and in directing our sales efforts and product development, we rely on our customers to accurately report the number of units licensed. We have
never audited any of our customers to verify the accuracy of their reports or payments. Most of our license agreements permit us to audit our customers, but audits are expensive and time consuming and could harm our customer relationships. From time
to time, customers have provided us with inaccurate reports, which resulted in our under-reporting or over-reporting revenue for the associated period and recording an adjustment in a future period. If any of our customer reports are inaccurate, the
revenue we collect and report will be inaccurate and we may be required to make an adjustment to our revenue for a subsequent period, which could harm our business and credibility in the financial community.

Our international operations accounted for 46% of our revenue for the three months ended March 31, 2006 and 41% of our revenue for the three months ended
March 31, 2005, which may expose us to political, regulatory, economic, foreign exchange and operational risks.

Because we sell our products
worldwide, our business is subject to risks associated with doing business internationally. We expect to continue to derive a significant portion of our revenue from international sales. We intend to expand our international operations in the
future. Significant management attention and financial resources are needed to develop our international sales, support and distribution channels and manufacturing. We may not be able to maintain international market demand for our products. Our
future results could be harmed by a variety of factors related to international operations, including:



| |  |  | foreign currency exchange rate fluctuations;
| | - |  | --------------------------------------------



| |  |  | seasonal fluctuations in sales;
| | - |  | -------------------------------



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INTERVIDEO, INC.



| |  |  | changes in a specific countrys or regions political or economic condition, particularly in emerging markets;
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | trade protection measures and import or export licensing requirements;
| | - |  | ----------------------------------------------------------------------



| |  |  | potentially adverse tax consequences;
| | - |  | -------------------------------------



| |  |  | longer accounts receivable collection cycles and difficulties in collecting accounts receivables;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | difficulty in managing widespread sales, development and manufacturing operations; and
| | - |  | --------------------------------------------------------------------------------------



| |  |  | less effective protection of intellectual property.
| | - |  | ---------------------------------------------------

In addition, we and
certain of our OEM customers maintain significant operations in Asia. Any kind of economic, political or environmental instability in this region of the world could harm our operating results. Further, we may be impacted by the political, economic
and military instability in Taiwan.

We are exposed to foreign currency risks as a result of our substantial international operations.

We are an international company, and we derived approximately 46%, 50% and 47% of our 2006, 2005 and 2004 revenues from products sold in, and
services performed from, our facilities located outside the United States, primarily in Asia and Europe. We also have substantial assets located outside of the United States, and a large portion of our sales and service revenues are denominated
in foreign currencies. We recently augmented our international operations with the purchase of a majority interest in Ulead Systems, Inc., a publicly traded Taiwanese company. Our substantial international assets and operations subject us to
the risk of adverse foreign currency fluctuations which could negatively impact our results of operations.

Currently, we do not hedge against foreign
currency exchange risks but in the future we may commence hedging against specific foreign currency transaction risks. We may be unable to hedge all of our exchange rate exposure economically and exchange rate fluctuations may have a negative effect
on our ability to meet our obligations. With respect to our international sales that are U.S. dollar denominated, decreases in the value of foreign currencies relative to the U.S. dollar could make our products less price competitive. These factors
may have a material adverse effect on our future international revenue.

We expect that our international operations and sales efforts will continue to
make up a substantial portion of our business. We may, in the future, undertake hedging or other such transactions, should we determine that it is necessary to offset exchange rate risks. If we do not engage in hedging transactions or fail
to do so effectively, our results of operations may be negatively impacted by foreign currency fluctuations.

We may require substantial additional
capital, which may not be available on acceptable terms or at all.

Our capital requirements will depend on many factors, including:



| |  |  | acceptance of, and demand for, our products;
| | - |  | --------------------------------------------



| |  |  | the costs of developing new products;
| | - |  | -------------------------------------



| |  |  | the need to license new technology, to enter into license agreements for existing technology or to settle intellectual property matters;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the extent to which we invest in new technology and research and development projects;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the number and timing of acquisitions, including the recent Ulead transaction; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | the costs associated with our expansion.
| | - |  | ----------------------------------------



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INTERVIDEO, INC.

To the extent our existing sources of cash and cash flow from operations are not sufficient to fund our activities, we may need to raise additional funds. If we issue additional stock to raise capital, each
stockholders percentage ownership in the Company would be reduced. Additional financing may not be available when needed on terms acceptable to us or at all. If we raise funds through debt financing, we will have to pay interest and may be
subject to restrictive covenants, which could limit our ability to take advantage of future opportunities, respond to competitive pressures or unanticipated industry changes. If we cannot raise necessary additional capital on acceptable terms, we
may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated industry changes.

Our stock price is volatile.

The price at which our common stock trades is likely to be highly volatile and may fluctuate
substantially due to many factors, some of which are:



| |  |  | actual or anticipated fluctuations in our results of operations;
| | - |  | ----------------------------------------------------------------



| |  |  | changes in securities analysts expectations or our failure to meet those expectations;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | developments with respect to intellectual property rights;
| | - |  | ----------------------------------------------------------



| |  |  | announcements of technological innovations or significant contracts by us or our competitors;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | introduction of new products by us or our competitors;
| | - |  | ------------------------------------------------------



| |  |  | commencement of or our involvement in litigation;
| | - |  | -------------------------------------------------



| |  |  | our sale of common stock or other securities in the future;
| | - |  | -----------------------------------------------------------



| |  |  | conditions and trends in technology industries;
| | - |  | -----------------------------------------------



| |  |  | changes in market valuation or earnings of our competitors;
| | - |  | -----------------------------------------------------------



| |  |  | the trading volume of our common stock;
| | - |  | ---------------------------------------



| |  |  | changes in the estimation of the future size and growth rate of our markets; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | general economic conditions.
| | - |  | ----------------------------

In addition, the stock market has
experienced significant price and volume fluctuations that have affected the market prices for the common stock of technology companies. In the past, these market fluctuations were often unrelated or disproportionate to the operating performance of
these companies. Any significant fluctuations in the future might result in a significant decline in the market price of our common stock.

We have
implemented anti-takeover provisions that could discourage a third party from acquiring us and consequently cause our stock price to decline.

Our
certificate of incorporation and bylaws contain provisions that may have the effect of delaying or preventing a change of control or changes in management that a stockholder might consider favorable. Our certificate and bylaws, among other things,
provide for a classified board of directors, require that stockholder actions occur at duly called meetings of the stockholders, limit who may call special meetings of stockholders and require advance notice of stockholder proposals and director
nominations. These provisions, along with the provisions of the Delaware General Corporation Law, such as Section 203, prohibiting certain business combinations with an interested stockholder, may delay or impede a merger, tender offer or proxy
contest involving us. Any delay or prevention of a change of control transaction or changes in management could cause the market price of our common stock to decline.



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INTERVIDEO, INC.



ITEM 6. EXHIBITS

(a) Exhibits

Exhibits filed with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 are as follows:



|                 |  |                |  |                                                                                                                                                      
|---------------- |  | -------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit footnote |  | Exhibit Number |  | Description                                                                                                                                          
|(a)              |  | 3.1            |  | Certificate of Incorporation                                                                                                                         
|                 |  |               
|(b)              |  | 3.2            |  | Bylaws                                                                                                                                               
|                 |  |               
|(c)              |  | 4.1            |  | Investors Rights Agreement, dated July 2, 1999, as amended, by and among Registrant and the parties who are signatories thereto                      
|                 |  |               
|                 |  | 31.1           |  | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                            
|                 |  |               
|                 |  | 31.2           |  | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                            
|                 |  |               
|                 |  | 32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                 |  |               
|                 |  | 32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|(a) | Filed as Exhibit 3.2 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(b) | Filed as Exhibit 3.4 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(c) | Filed as Exhibit 10.5 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------



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INTERVIDEO, INC.

SIGNATURES

Pursuant to the requirements 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.



Date: May 10, 2006InterVideo, Inc. (Registrant)By:

/s/ STEVE ROSteve Ro Chief Executive OfficerBy:

/s/ RANDALL BAMBROUGHRandall Bambrough Chief Financial
Officer




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INTERVIDEO, INC.

EXHIBIT INDEX



|                |  |               |  |                                                                                                                                                      
|--------------- |  | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibitfootnote |  | ExhibitNumber |  | Description                                                                                                                                          
|(a)             |  | 3.1           |  | Certificate of Incorporation                                                                                                                         
|                |  |              
|(b)             |  | 3.2           |  | Bylaws                                                                                                                                               
|                |  |              
|(c)             |  | 4.1           |  | Investors Rights Agreement, dated July 2, 1999, as amended, by and among Registrant and the parties who are signatories thereto                      
|                |  |              
|                |  | 31.1          |  | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                            
|                |  |              
|                |  | 31.2          |  | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002                                            
|                |  |              
|                |  | 32.1          |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|                |  |              
|                |  | 32.2          |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|(a) | Filed as Exhibit 3.2 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(b) | Filed as Exhibit 3.4 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(c) | Filed as Exhibit 10.5 to Registrants S-1 Registration Statement filed on July 16, 2003 and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------



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