890640--2/9/2009--COREL

related topics

{product, market, service}

{property, intellectual, protect}

{customer, product, revenue}

{acquisition, growth, future}

{provision, law, control}

{operation, international, foreign}

{stock, price, share}

{system, service, information}

{regulation, change, law}

{tax, income, asset}

{interest, director, officer}

{debt, indebtedness, cash}

{loss, insurance, financial}

{stock, price, operating}

The long-term trend in our business reflects growth in revenues from acquisitions and not our existing products and that growth through acquisitions may not be representative of future growth. We have grown, and may continue to grow, through acquisitions that give rise to risks and challenges that could adversely affect our future financial results. If we fail to manage our growth effectively, our business could be harmed. Our core products compete with products offered by Microsoft and Adobe, which have dominant market positions and other significant competitive advantages. Our prices may decline, which could harm our operating results. Our success depends on our ability to offer products that are highly compatible with products offered by Microsoft and Adobe. We rely on relationships with a small number of companies for a significant percentage of our revenues, and if any of these companies terminates its relationship with us, our revenues could decline. Because there are a small number of large PC OEMs, we only have a limited number of potential new large OEM customers, which will cause revenue to grow at a slower rate. Slow growth, or negative growth, in the PC industry could reduce demand for our product, and reduce gross profit. If we fail to maintain strong relationships with our resellers and distributors, our ability to successfully deploy and sell our products may be harmed. Our business may be constrained by the intellectual property rights of others, and we have been and are currently subject to claims of intellectual property infringement, which are costly and time-consuming to defend. Changes to the royalties we pay to third parties, or the requirement to pay other amounts in respect of third party intellectual property, could adversely effect our margins and profitability. Our success depends on our ability to adequately prevent piracy of the proprietary content owned by others which is accessed by customers through the use of our products. We may be unable to maintain licenses to third-party technology that is integrated into our products. Our success depends heavily on our ability to adequately protect our intellectual property. Our substantial indebtedness could affect our financing options and liquidity. The packaged software industry is subject to rapid technological change, and if we fail to respond to dynamic market forces, our position within the industry will be harmed. We face significant competitive threats from companies that may offer competitive software products at little or no cost to consumers to increase their market presence and user base. The manner in which packaged software is distributed is changing rapidly, which presents challenges to established software companies such as us and presents opportunities for potential competitors. With the growth in the Internet as a medium to download and purchase software, we expect to face increasing competition from smaller software providers. Open source software and open standards may make us more vulnerable to competition because new market entrants and existing competitors could introduce similar products quickly and cheaply. Our products are complex and may contain errors or defects resulting from such complexity. An interruption of our supply of certain products or key components from our sole source supplier, or a price increase in those products or components, could hurt 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 are subject to risks associated with international operations that may harm our business. As a global business, we have a relatively complex tax structure, and there is a risk that tax authorities will disagree with our tax positions. Impairment of our intangible assets could result in significant charges that would adversely impact our future operating results. We are exposed to fluctuations in foreign currency exchange rates. We are potentially exposed to default risk on our interest rate swaps and our line of credit, and there are limitations on our ability to draw on that line of credit. Risks Related to an Investment in our Common Shares Our common share price is likely to be volatile. Vector Capital has significant control over our business and an investor may not have the same corporate governance protections investors would have if we were not a controlled company. Vector Capital s ownership of a majority of our common shares, coupled with provisions contained in our articles of incorporation and Canadian law, reduce the likelihood that other investors will receive a premium upon a change of control. Investors may be unable to enforce actions against the Company and certain of our directors under U.S. federal securities laws.

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890640--2/9/2009--COREL_CORP